Caesars Shareholders Approved $17.6Bn Sale to Tilman Fertitta

One of the largest gaming brands in the world approved a $17.6 billion sale to a billionaire businessman.

Caesars Entertainment shareholders on Tuesday confirmed they had greenlit the company’s sale to Golden Nugget boss Tilman Fertitta. A Wednesday morning filing with the Securities and Exchange Commission said that the deal was approved by 65.4% of participating voters in a special meeting at the Eldorado Resort in Reno, Nevada.

Ballots were collected in person and via mail. The individuals who participated held more than the required 70% of the company’s outstanding shares.

Caesars votes yes on Fertitta

Further details on the vote revealed that 133.3 million votes favored the sale to Fertitta, while only 4.3 million did not. That’s a 96.9% majority of opinionated votes.

5.7 million voters abstained. The total vote count represented 70.3% of outstanding shares.

The deal agreement between Fertitta and Caesars’ leadership valued the company at $5.7 billion. Fertitta also promised to assume approximately $11.9 billion in outstanding debt, effectively making this a $17.6 billion deal.

Caesars shareholders are expected to be paid $31 per share in cash once the transaction is finalized. Shareholders will also receive $.00715 per share for each day after June 26, 2027, if the merger has not been completed by that date.

The vote confirms a change in ownership for 60 casinos nationwide, including 15 in Nevada in and around the country’s gambling capital of Las Vegas. This is the largest transaction since Eldorado purchased Caesars for $17.3 billion in 2020.

Investor Barry Diller offered $18 billion to purchase MGM Resorts International earlier this year in a deal that is still pending.

An expansive portfolio

Once the sale is completed, Caesars will become a subsidiary of Fertitta Gaming Holdco, LLC, owned by Fertitta Entertainment. The buying entity is Empire Merger Sub, Inc., which will merge into Caesars.

Fertitta is now in charge of an impressive collection of entities, including:

• Dining brand Landry’s Inc.
• Golden Nugget Hotel & Casinos
• Houston Rockets (NBA)
• Connecticut Sun (WNBA)
• Caesars Entertainment
• And more…

Caesars shared in a May announcement that CEO Tom Reeg, CFO Bret Yunker, and President and COO Anthony Carano were expected to retain their current positions and help transition the company to new ownership.

“Fertitta Entertainment brings a proven operating model with a track record of successfully integrating and growing leading hospitality and entertainment businesses,” Caesars said in its May press release. “The transaction positions Caesars to continue executing on the strategy that has made it the leading casino-entertainment company in the United States.

Fertitta has already revealed one crucial change for Caesars. Once the sale is completed, the company will be taken off Nasdaq and will go private for the first time in almost 15 years.

A recent earnings call with shareholders divulged that total revenue was up 3% year-over-year during Q2. However, adjusted EBITDA fell 3.7% to $920 million. Las Vegas in particular struggled, reflecting the overall issues with attracting tourists and customers to the area.