Fertitta’s $17.6B takeover bid approved by Caesars shareholders

Caesars Entertainment Inc. shareholders voted to approve Tilman Fertitta’s proposed $17.6 billion acquisition of the casino operator on Tuesday, clearing a major obstacle toward taking the company private. According to a filing submitted to the U.S. Securities and Exchange Commission on Wednesday, the merger resolution garnered 133,313,001 votes in favor, 4,276,986 votes against and 5,687,952 abstentions. Those affirmative votes represented roughly 65.4 percent of all Caesars shares outstanding as of the Aug. 21 record date. The special shareholder meeting was convened at the Eldorado hotel‑casino in Reno. Holders of 143,277,939 shares—equating to 70.3 percent of Caesars’ outstanding stock—were present either in person or by proxy. Under the terms of the deal, shareholders would receive $31 per share in cash. The transaction’s total value of approximately $17.6 billion includes about $11.9 billion of Caesars’ existing debt. Additionally, the merger agreement provides for an extra payment of $0.007150 per share for each day beginning July 1, 2027, should the merger remain incomplete after June 26, 2027, with the amount calculated up to the earlier closing date. Eligibility to vote was limited to shareholders of record as of Aug. 21. For the merger to pass, approval from a majority of all outstanding Caesars shares was required, not merely a majority of those represented at the meeting. With 203,780,124 shares outstanding on the record date, at least 101,890,063 affirmative votes were necessary—a threshold that was met. In an advisory vote, shareholders also endorsed potential compensation for Caesars’ named executive officers linked to the merger. That proposal received 127,682,915 votes in favor, 9,485,566 against and 6,109,458 abstentions. A third proposal, which would have allowed the meeting to be adjourned to solicit additional proxies, was not put forward because sufficient votes had already been cast to approve the merger. Shareholder approval does not finalize the transaction. Caesars and Fertitta must still satisfy regulatory requirements and other closing conditions before the deal can be completed. On Sept. 14, Caesars disclosed that the Federal Trade Commission had issued a second request for information to both parties, extending the federal antitrust review. The request prolongs the waiting period until 30 days after both companies substantially comply with the demands, unless the period is terminated or extended sooner. Caesars also disclosed on Tuesday that a shareholder had sent a letter requesting corporate records and alleging that the proxy statement omitted details about the company’s engagement of Latham & Watkins. The company characterized the claims as without merit but voluntarily supplemented its proxy materials to mitigate the risk of litigation that could delay or adversely affect the merger. If the transaction ultimately closes, Caesars’ common stock will be delisted from the Nasdaq exchange and the company will become privately held. The parties have not announced a specific closing date.