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Fertitta Entertainment to Acquire Caesars in $17.6 Billion Deal

June 4, 2026

LAS VEGAS and RENO, Nev. — Caesars Entertainment Inc. has entered into a definitive agreement to be acquired by Fertitta Entertainment Inc. in an all-cash transaction valued at about $17.6 billion, including the assumption of approximately $11.9 billion of Caesars’ outstanding debt.

Under the agreement, Caesars shareholders will receive $31 in cash for each outstanding share. Caesars said the price represents a 49% premium over its unaffected share price as of Feb. 25, 2026, the last trading day before rumors of a potential transaction, and a 46% premium over the unaffected 30-day volume-weighted average price as of that date.

Caesars’ board of directors has approved the transaction and recommended that shareholders approve the merger agreement. The transaction is subject to shareholder approval and customary closing conditions, including regulatory approvals.

The proposed transaction is not subject to a financing condition. Caesars said it will be financed through equity contributed by Fertitta Entertainment, assumed Caesars debt and new committed debt financing arranged by a group of 10 banks.

The agreement includes a go-shop period through July 11, during which Caesars and its financial and legal advisers may solicit, consider and negotiate alternative acquisition proposals. Before a shareholder vote, the Caesars board may terminate the agreement to enter into an alternative transaction that provides a superior proposal, subject to the terms of the definitive agreement.

Caesars CEO Tom Reeg, Chief Financial Officer Bret Yunker, President and Chief Operating Officer Anthony Carano and other corporate and property-level management are expected to remain in their roles and continue leading Caesars Entertainment operations at the combined company.

The companies said the combination would bring together Caesars’ casino, entertainment and digital gaming platform with Fertitta Entertainment’s gaming, restaurant, hospitality and entertainment assets. On a combined basis, the company would include 60 casino resorts and gaming facilities, online gaming, retail sports betting at more than 200 third-party locations through the William Hill brand and more than 600 Fertitta Entertainment outlets, including Landry’s full-service restaurants and entertainment venues.

Upon completion of the transaction, Caesars common stock will no longer be listed on Nasdaq.

Caesars Entertainment, based in Reno, Nev., operates resorts primarily under the Caesars, Harrah’s, Horseshoe and Eldorado brand names. The company also offers mobile and online gaming and sports betting tied to its Caesars Rewards loyalty program.

Fertitta Entertainment is Tilman Fertitta and Paige Fertitta’s holding company for substantially all of their assets, including Fertitta Entertainment LLC, Golden Nugget LLC, Landry’s LLC, hotels, real estate and other investments, including the NBA’s Houston Rockets. Golden Nugget/Landry’s is based in Houston and operates gaming, restaurant, hospitality and entertainment businesses.

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