Caesars Entertainment shareholders have approved billionaire Tilman Fertitta’s proposed $17.6 billion acquisition of the casino operator, advancing a transaction that would take the company private.
The vote took place on September 22 at the Eldorado Resort & Casino in Reno, Nevada. According to a regulatory filing published the following day, the merger received 133,313,001 votes in favor, 4,276,986 against and 5,687,952 abstentions.
The supporting votes represented approximately 65.4% of Caesars’ outstanding shares, exceeding the required majority of 101,890,063 shares.
Shareholders also approved a separate, non-binding proposal covering executive compensation related to the transaction, with 127,682,915 votes in favor and 9,485,566 against. A third proposal concerning a possible adjournment of the meeting was not presented because sufficient support for the merger had already been secured.
Fertitta Deal Would Take Caesars Private
The acquisition agreement, announced on May 28, values Caesars at approximately $17.6 billion, including the assumption of roughly $11.9 billion in existing debt.
Under the terms, shareholders will receive $31 in cash for each eligible Caesars share. The offer represents a 49% premium to the company’s unaffected share price on February 25, before reports of a potential transaction emerged.
If the acquisition is completed, Caesars will become a wholly owned subsidiary of Fertitta Gaming Holdco, and its shares will be delisted from the Nasdaq stock exchange.
The transaction would combine Caesars’ casino, hotel and digital gaming operations with Fertitta Entertainment’s existing hospitality portfolio, which includes the Golden Nugget casino business and Landry’s restaurant group.
The agreement also provides additional compensation if the acquisition remains incomplete beyond June 26, 2027. In that event, eligible shareholders would receive an extra $0.007150 per share for each applicable day until the transaction closes.
Regulatory Approval Remains Outstanding
Shareholder approval does not complete the acquisition, which remains subject to regulatory clearance and other closing conditions.
On September 17, Caesars disclosed that the US Federal Trade Commission had requested additional information and documentation from both companies as part of its review of the proposed transaction.
The request extends the regulatory review process, although the companies have indicated that they intend to cooperate with the authorities.
The acquisition followed months of negotiations involving Fertitta and activist investor Carl Icahn, whose competing proposals increased the potential purchase price before Fertitta secured the agreement.
Two Caesars directors associated with Icahn Enterprises, Jesse Lynn and Ted Papapostolou, subsequently resigned from the board, while Icahn’s group waived its rights to appoint replacements.
Caesars Addresses Legal Counsel Concerns
Ahead of the shareholder meeting, Caesars also responded to questions concerning the involvement of law firm Latham & Watkins in the acquisition.
An unnamed shareholder requested access to company records, raising concerns that Caesars had omitted material information about potential conflicts of interest involving its legal advisers.
The concerns centered on Latham & Watkins representing Caesars in the merger while also providing legal services to Fertitta and certain affiliated entities in unrelated matters.
Caesars rejected the suggestion that its disclosures were inadequate but voluntarily submitted additional proxy materials addressing the issue.
The company explained that separate teams within Latham & Watkins represented Caesars and Fertitta’s interests, with the law firm’s work for Fertitta and his affiliates relating to other matters.
With shareholder approval secured, completion of the acquisition now depends on the remaining regulatory reviews and other conditions specified in the merger agreement.