Caesars Entertainment shareholders on Tuesday voted to approve one of the biggest gaming industry acquisitions in history.
Stockholders held a special meeting on Sept. 22 at the Eldorado Resort & Casino in Reno, Nev., to have their say on the casino giant’s $17.6bn merger agreement with Fertitta Entertainment, which was announced and approved by the board of directors in May.
A Securities and Exchange Commission (SEC) filing revealed that shareholders representing approximately 65.4% of Caesars outstanding shares voted in favor of the acquisition:
- Approve: More than 133 million
- Disapprove: Around 4.3 million
- Abstain: Almost 5.7 million
The total number of votes cast represented 70.3% of the company’s outstanding shares.
A Caesars representative declined additional comment beyond the filing.
How will Caesars, Fertitta be related?
The buying entity is Empire Merger Sub, Inc., a wholly owned subsidiary of Fertitta Gaming Holdco, LLC. The SEC filing noted that Empire Merger Sub will merge into Caesars, which will come out on the other side of the deal as a wholly owned subsidiary of Fertitta Gaming.
The $17.6bn total value of the approved transaction includes owner Tilman Fertitta’s company taking on almost $12bn in Caesars debt.
Caesars said at the time that the agreement and the board’s approval were announced that senior executives including CEO Tom Reeg, CFO Bret Yunker, and President and COO Anthony Carano are expected to remain in their roles and lead operations at the combined company after the acquisition closes.
The merger has a preliminary closing date of June 26, 2027. If and when it is completed, subject to all regulatory approvals, shareholders will have the right to receive $31 in cash for each eligible share of common stock. The Wall Street Journal reported last week that the Federal Trade Commission (FTC) requested additional information from both companies about the transaction.
The announcement of the deal in May was preceded by months of speculation about Fertitta’s interest. Reporting earlier this year suggested that Fertitta fended off a competing bid from another billionaire investor, Carl Icahn.
Caesars going private in latest new era
Once the deal is completed, Caesars common stock will be delisted from the Nasdaq, and the brick-and-mortar and online gaming operator will return to being a privately held company after almost 15 years as a public firm.
The company first went public in early 2012 via a small initial public offering shortly after its rebrand from Harrah’s Entertainment. Caesars subsequently merged with Eldorado Resorts in 2020 in a deal worth a reported $17.3bn.
Caesars last held an earnings call for investors and analysts in April to review its first quarter of 2026. When it announced its Q2 results in late July, it did so only through a press release with its topline numbers and segment breakdown.
That reporting showed 3% year-over-year rise in total revenues for Q2, up to $3.0bn, although adjusted EBITDA fell 3.7% to $920m. Its Las Vegas segment saw declines in revenue, adjusted EBITDA, and net income, although it was still the biggest segment by total revenue. The Regional and Digital divisions both grew in revenue.
The company had a total net debt of $10.8bn as of June 30, 2026, although it had $965m in cash on hand.
Caesars stock price was around $29.60 at the time of writing on Sept. 23, up from $26.30 this time last year. That preceded any public announcement of the shareholder vote beyond the SEC filing.
Fertitta adds Caesars to big-brand empire
Fertitta Entertainment will add Caesars to its portfolio of big-name gaming, hospitality, and sports entities, including:
- Golden Nugget Hotel & Casinos
- Restaurant giant Landry’s Inc
- NBA team Houston Rockets
The firm also recently agreed to buy the WNBA’s Connecticut Sun from Mohegan and move the franchise to Houston. Tilman Fertitta is also the largest single shareholder of another Las Vegas casino giant, Wynn Resorts.
“Fertitta Entertainment brings a proven operating model with a track record of successfully integrating and growing leading hospitality and entertainment businesses,” said Caesars in a press release when the agreement was unveiled in May. “The transaction positions Caesars to continue executing on the strategy that has made it the leading casino-entertainment company in the United States.
“The combination of Caesars and Fertitta Entertainment brings together two iconic and highly complementary platforms to create a dynamic suite of gaming, entertainment, and restaurant brands. The combined company will offer guests an even broader array of destinations and experiences, all connected by the Caesars Rewards loyalty network.”
