Caesars Entertainment shareholders have approved Fertitta Entertainment’s proposed $17.6 billion acquisition of the casino giant, moving Tilman Fertitta’s takeover plan past a key shareholder hurdle.
The all-cash deal values Caesars at $17.6 billion including debt and would see shareholders receive $31 per share, while regulatory approval is still required before the transaction can close.
Caesars shareholders voted Tuesday to approve the proposed acquisition during a special meeting at the Eldorado Resort & Casino in Reno, according to a filing with the U.S. Securities and Exchange Commission (SEC).
Shareholders approved the merger proposal with 133,313,001 votes in favor and 4,276,986 against, while 5,687,952 shares were listed as abstentions. The votes in favor represented approximately 65.4% of Caesars’ outstanding shares.
The approval clears one of the main conditions for Tilman Fertitta’s planned takeover of Caesars, which was announced in May. However, the transaction still requires the parties to satisfy regulatory and other closing conditions before it can be completed.
How much will Fertitta pay for Caesars?
Under the terms of the merger agreement, Fertitta Entertainment will acquire Caesars in an all-cash transaction valued at approximately $17.6 billion, including the assumption of about $11.9 billion in Caesars debt.
Eligible Caesars shareholders are set to receive $31 in cash for each share once the transaction closes.
The $31-per-share consideration was described by Caesars as representing a 49% premium to the company’s unaffected share price on February 25, 2026, before reports of a potential transaction began circulating.
The merger will make Caesars a wholly owned subsidiary of Fertitta Gaming Holdco LLC. Caesars’ common stock is expected to be delisted from Nasdaq once the transaction is completed.
The agreement also provides for an additional payment of $0.007150 per share for each day after June 26, 2027 if the merger has not closed by that date, according to the shareholder materials.
Caesars takeover still faces regulatory review
Although shareholder approval represents a major step in the transaction, the deal is not yet complete.
Caesars disclosed in September that the Federal Trade Commission had issued a Second Request for additional information and documents from both Caesars and Fertitta Entertainment as part of its review of the merger.
The request extends the federal antitrust waiting period until 30 days after both companies have substantially complied with the additional information requests, unless the waiting period is terminated or extended sooner. Caesars and Fertitta said they intend to continue cooperating with the FTC’s review.
The companies must also satisfy the other conditions established under the merger agreement before the transaction can close.
What happens to Caesars after the deal?
If the transaction is completed, Caesars will operate as a privately held company under Fertitta Gaming Holdco rather than as a publicly traded Nasdaq-listed business.
The original agreement provides for Caesars to continue operating as the surviving company following the merger, but as a wholly owned subsidiary of Fertitta Entertainment.
The shareholder approval therefore marks another step toward one of the biggest casino-industry transactions announced in recent years, but the closing date remains dependent on the outstanding regulatory and contractual conditions.
Caesars’ shareholders will receive the agreed cash consideration only once those conditions have been satisfied and the merger is completed.