Caesars Entertainment’s board approved a definitive agreement for Fertitta Entertainment to acquire the casino operator in an all-cash deal valued at about $17.6 billion, including the assumption of roughly $11.9 billion in Caesars debt. The proposed transaction would take Caesars private and remove its common stock from NASDAQ once completed.
Shareholders are set to receive $31 in cash for each Caesars share, a price that represented a 49% premium to the unaffected share price on Feb. 25 and a 46% premium to the preceding 30-day volume-weighted average. Caesars said its board recommended that shareholders approve the merger agreement; the deal remains subject to that vote, customary closing conditions and regulatory approvals.
The agreement was signed on May 27 by Caesars, Fertitta Gaming Holdco, Empire Merger Sub, Landry’s Fertitta and Hospitality Headquarters. Empire Merger Sub is to merge into Caesars, leaving Caesars as a wholly owned subsidiary of Fertitta Gaming Holdco. The Caesars board concluded that the terms were fair to and in the best interests of the company and its stockholders.
Financing is not a closing condition. Fertitta Entertainment plans to fund the acquisition through Fertitta equity, assumed Caesars debt and new committed debt financing arranged by 10 banks. The Carano family, which holds about 5% of Caesars shares, agreed to roll a portion of its equity interests into Fertitta Entertainment.
Fertitta Entertainment is the holding company for Tilman and Paige Fertitta’s assets, including Golden Nugget, Landry’s and the NBA’s Houston Rockets. The combined company would encompass Caesars’ casino, online gaming, sports betting, iCasino and poker operations, alongside 60 casino resorts and gaming facilities, William Hill retail sports betting at more than 200 third-party locations, and more than 550 Fertitta Entertainment outlets.
Caesars’ digital portfolio includes online casino products in Michigan, New Jersey, Pennsylvania, West Virginia and Ontario. It was also among the early operators to launch online gaming in Alberta after the province legalized it. Caesars runs WSOP Online in the United States and operates a sports-betting app in numerous states.
The deal faces antitrust and gaming review. The merger agreement requires the expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Act and certain gaming regulatory approvals; the Federal Trade Commission has requested additional information about the proposed sale. The combined group would own four of Atlantic City’s nine casinos, a concentration that could potentially prompt New Jersey gaming regulators to seek a divestiture.
Caesars said Tom Reeg, its chief executive, Bret Yunker, its chief financial officer, and president and chief operating officer Anthony Carano were expected to remain in their roles, alongside other corporate and property-level managers. Caesars operates eight Las Vegas Strip properties, including Caesars Palace, Harrah’s, Paris Las Vegas, Planet Hollywood, Horseshoe, Flamingo, The LINQ Hotel and The Cromwell.
The agreement includes a $200 million termination fee in specified circumstances and a $450 million reverse termination fee payable by the buyer in certain regulatory-related circumstances. If the acquisition has not closed by June 26, 2027, the per-share consideration rises by $0.007150 a day until closing. Its initial outside date is May 27, 2027, with potential automatic extensions through Nov. 27, 2027 if specified regulatory conditions alone remain outstanding.
