Caesars Entertainment agrees to $17.6B Fertitta takeover

Caesars Entertainment agreed to beryllium acquired by Fertitta Entertainment successful an all-cash transaction valued astatine astir $17.6 billion, including the presumption of astir $11.9 cardinal of Caesars' outstanding debt, the companies said connected Thursday.

Under the presumption of the agreement, Caesars shareholders volition person $31.00 successful currency for each outstanding share. The connection represents a 49% premium implicit Caesars' unaffected stock terms arsenic of Feb. 25, 2026, the past trading time earlier rumors of a imaginable transaction emerged, and a 46% premium implicit the unaffected 30-day volume-weighted mean terms arsenic of the aforesaid date, the institution said.

Fertitta Entertainment is the holding institution of Tilman Fertitta and Paige Fertitta, encompassing Golden Nugget Hotels and Casinos, the edifice and hospitality institution Landry's, and the NBA's Houston Rockets. The combined institution would run 60 casino resorts and gaming facilities, online gaming including sports betting and iCasino done Caesars' integer platform, retail sports betting astatine implicit 200 third-party locations done the William Hill brand, and much than 600 Fertitta Entertainment outlets including Landry's full-service restaurants.

Revenue headwinds person been gathering astatine Caesars, arsenic softening ft postulation to Las Vegas has weighed connected its edifice and casino concern and its integer wagering portion has struggled to adjacent the spread with FanDuel and DraftKings, CNBC reported.

Caesars' committee of directors approved the transaction and recommends that shareholders follow and o.k. the merger agreement. Caesars Entertainment CEO Tom Reeg, CFO Bret Yunker, and President and COO Anthony Carano are expected to stay successful their roles astatine the combined company, the institution said.

The woody is not taxable to a financing condition. Fertitta Entertainment plans to concern the transaction done a operation of equity, assumed Caesars debt, and caller committed indebtedness financing arranged by a radical of 10 banks. Approximately 5% of Caesars' outstanding shares are held by the Carano family, who person committed to converting portion of their involvement into equity successful the combined Fertitta Entertainment entity.

Until July 11, 2026, Caesars retains the close nether a go-shop proviso to actively question and measure competing offers. Upon completion of the transaction, Caesars banal volition nary longer beryllium listed connected Nasdaq.

The woody remains taxable to Caesars shareholder support and customary regulatory approvals. On the advisory side, Caesars has engaged PJT Partners for exclusive fiscal counsel, Latham & Watkins for ineligible matters, and Skadden, Arps, Slate, Meagher & Flom for antitrust work. Fertitta Entertainment's fiscal advisory squad consists of Morgan Stanley and Goldman Sachs, with White & Case handling ineligible representation.