On September 22, Caesars Entertainment shareholders gathered at the Eldorado Resort & Casino in Reno, Nevada, to vote on a monumental acquisition in the gaming industry. The stockholders approved the $17.6 billion merger agreement with Fertitta Entertainment, a deal that was first unveiled and endorsed by Caesars' board of directors in May.
According to a filing with the Securities and Exchange Commission (SEC), about 65.4% of Caesars' outstanding shares participated in the vote. The results indicated that over 133 million shares were cast in favor of the merger, while approximately 4.3 million votes opposed it, and nearly 5.7 million abstained. The total votes amounted to 70.3% of the company's shares.
A representative from Caesars declined to provide further comments beyond the SEC filing.
Empire Merger Sub, Inc., a wholly owned subsidiary of Fertitta Gaming Holdco, LLC, will operate as the acquiring entity. The merger means that Caesars will emerge as a wholly owned subsidiary of Fertitta Gaming once the transaction is finalized. Notably, this $17.6 billion agreement involves Fertitta's company assuming almost $12 billion in Caesars' debt.
Caesars has indicated that key executives, including CEO Tom Reeg, CFO Bret Yunker, and President and COO Anthony Carano, are expected to maintain their leadership roles at the combined entity post-acquisition. The merger is tentatively scheduled to close on June 26, 2027, pending all necessary regulatory approvals. If completed, shareholders will receive $31 in cash for each eligible share of common stock. Recent reports from The Wall Street Journal indicated that the Federal Trade Commission (FTC) has sought additional information from both companies regarding the transaction.
The deal was preceded by speculation about Fertitta's interest, which was reportedly intensified by a competing offer from billionaire investor Carl Icahn earlier this year.
Once the merger is fully realized, Caesars’ common stock will be delisted from the Nasdaq, marking the transition of the company back to private ownership after nearly 15 years as a public entity. Caesars initially went public in early 2012, shortly after rebranding from Harrah’s Entertainment. The company notably merged with Eldorado Resorts in 2020 in a deal valued at about $17.3 billion.
In its last earnings call in April, Caesars outlined its financial performance for the first quarter of 2026. By the end of July, when it released its Q2 results, the company reported a total revenue increase of 3%, reaching $3.0 billion year-over-year, although adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA) dropped by 3.7% to $920 million. Despite declines in revenue, adjusted EBITDA, and net income from its Las Vegas segment, it remained the largest segment by total revenue, while the Regional and Digital divisions experienced revenue growth.
As of June 30, 2026, Caesars had a total net debt of $10.8 billion, countered by $965 million in cash on hand. The company’s stock price was approximately $29.60 as of September 23, up from $26.30 a year earlier, just before the announcement of the shareholder vote.
Fertitta Entertainment, known for its significant presence in gaming and hospitality, will integrate Caesars into its extensive portfolio, which includes the Golden Nugget Hotel & Casinos, Landry’s Inc., and the NBA team Houston Rockets. Recently, Fertitta has also agreed to purchase the WNBA’s Connecticut Sun from Mohegan and relocate the franchise to Houston. He is the largest individual shareholder in Wynn Resorts as well.
Caesars stated in its press release announcing the agreement that "Fertitta Entertainment brings a proven operating model with a track record of successfully integrating and growing leading hospitality and entertainment businesses." The deal positions Caesars to strengthen its strategy as a premier casino-entertainment company in the U.S., creating a stronger combination of gaming, entertainment, and dining experiences, all interconnected through the Caesars Rewards loyalty program.
