Fertitta Entertainment, owners of the storied Golden Nugget casino in Las Vegas and the Houston Rockets basketball team, has agreed to buy Caesars Entertainment in a heavy-duty all-cash US$17.6 billion deal (£13.12bn).
The deal also includes the assumption of around US$11.9 billion (£8.87bn) in outstanding Caesars debt.
Under the terms of the agreement, Caesars shareholders will receive US$31 in cash for each outstanding share.
The company stated that the offer represents a 49 percent premium to Caesars’ unaffected share price on 25 February 2026 and a 46 percent premium to its unaffected 30-day volume-weighted average price on the same date.
Full Board Approval
Caesars’ Board of Directors has approved the transaction and recommended that shareholders support the merger agreement, although the deal remains subject to shareholder approval, regulatory clearances and other customary closing conditions.
Following completion of the transaction, Caesars shares will no longer trade on NASDAQ.
Fertitta Entertainment, a conglomerate and holding company, is named after its founder and principal shareholder, Tilman Fertitta, currently U.S. Ambassador to Italy.
Under the terms of the just-announced take-over agreement, it is believed that Caesars current executive management team, including CEO Tom Reeg, CFO Bret Yunker and President and COO Anthony Carano, will remain in their roles after the acquisition.
The combined Fertitta and Caesars Entertainment empires will include casino resorts, online gaming operations and hospitality assets across the US market.
“Go-Shop” Period
Caesars’ digital division includes online sports betting, iCasino and poker operations, while Fertitta Entertainment’s portfolio includes Landry’s restaurant brands and entertainment venues.
The agreement includes a so-called “go-shop” period running until July 11 this year, during which Caesars and its advisers may solicit and evaluate alternative acquisition proposals.
The transaction is not subject to a financing condition.
Financing will include equity contributed by Fertitta Entertainment, assumed Caesars debt and committed debt financing arranged by a syndicate of 10 banks.
The Carano family, which owns approximately five percent of Caesars Entertainment common stock, has agreed to roll-over a portion of its equity interests into Fertitta Entertainment as part of the transaction.
PJT Partners is acting as financial adviser to Caesars Entertainment, while Latham & Watkins LLP is serving as legal counsel.
Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC are acting as financial advisers to Fertitta Entertainment, with White & Case LLP serving as legal counsel.
