Caesars Entertainment shareholders have approved Fertitta Entertainment’s $17.6 billion acquisition, clearing a corporate vote but leaving the deal subject to regulatory approvals and other closing conditions. The transaction includes Caesars’ three Atlantic City casinos and its New Jersey online gambling operations.
The special meeting was held Sept. 22. About 133.3 million shares supported the merger, compared with about 4.3 million against and nearly 5.7 million abstentions. The votes in favour represented 65.4% of Caesars’ outstanding shares, while 143.3 million shares, or 70.3%, were represented at the meeting.
Under the merger agreement dated May 27, Empire Merger Sub, a Fertitta Gaming Holdco subsidiary, would merge into Caesars. Caesars would survive as a wholly owned subsidiary of Fertitta Gaming Holdco, and its common stock would no longer be listed on Nasdaq.
Eligible shareholders are due $31 in cash for each Caesars share, a price that represented a 49% premium to the unaffected share price on Feb. 25. The all-cash transaction value includes about $11.9 billion of Caesars debt. If the deal has not closed by June 26, 2027, shareholders would receive an additional $0.00715 per share for each day until the closing.
In Atlantic City, the acquisition would bring Caesars Atlantic City, Harrah’s Resort Atlantic City and Tropicana Atlantic City under the same owner as Golden Nugget Atlantic City. Fertitta would therefore control four of the city’s nine casinos if the transaction closes.
Those four properties generated about $83 million in retail casino revenue in August, equivalent to roughly 28% of the city’s $294.9 million total. Caesars’ three properties accounted for about $70.1 million of that four-casino figure.
The acquisition also encompasses Caesars Palace Online Casino, Horseshoe Online Casino, Tropicana Online Casino, WSOP online poker and Caesars Sportsbook in New Jersey. Golden Nugget’s online business is outside the proposed purchase because DraftKings acquired Golden Nugget Online Gaming in 2022.
New Jersey regulators still must review the transaction, and the shareholder vote neither replaces that process nor sets a closing date. The Federal Trade Commission has requested further information, according to Casino.org, while state regulators must also examine the deal. Caesars expects completion on or before June 26, 2027.
Caesars has said Tom Reeg, Bret Yunker, Anthony Carano and other corporate and property-level managers are expected to remain after completion. The companies have also said the combined business would connect offerings through the Caesars Rewards loyalty network and encompass 60 casino resorts and gaming facilities, Caesars online gaming, William Hill retail sports betting at more than 200 third-party locations, and more than 600 Fertitta Entertainment outlets.
