Caesars’ shareholders set to vote on potential Fertitta transaction in September

Gary Carano, Executive Chairman of Caesars Entertainment’s Board of Directors, has issued a letter to shareholders to invite those who maintain stock in the operator to vote on its potential $17.6bn acquisition by Fertitta Entertainment on September 22. 

Caesars’ Board of Directors originally approved the merger agreement prior to unveiling the transaction on May 27, as Fertitta Entertainment will assume $11.9bn of the operator’s total debts alongside a $5.7bn acquisition fee. 

Shareholders will meet at the Eldorado Resort Casino in Reno, Nevada, where they’ll be asked to approve the Fertitta Entertainment transaction, a proposal for compensation paid to Caesars executive officers and a possible adjournment of the special meeting if there are not sufficient votes to finalize the merger.

According to the letter, Carano and Caesars’ Board of Directors believe the merger agreement with Fertitta Entertainment is “fair” and “in the best interests” of the operator and its stakeholders. 

Once the transaction is finalized, each eligible share of Caesars common stock can be converted into $31 in cash, while an additional amount equal to $0.007150 per share will be included if the merger is not completed by June 26, 2027. 

“Your vote is very important regardless of the number of shares of company common stock that you own,” Carano stated within the letter. 

Caesars CEO Tom Reeg, CFO Bret Yunker and President & COO Anthony Carano, as well as other members, are expected to retain their roles and continue leading company operations under the new business model.

The potential meeting adjournment would also be used to “solicit additional proxies” if shareholders vote in majority to deny the merger. 

Tilman Fertitta, owner of Fertitta Entertainment, originally approached Caesars in 2018 regarding a potential merger, then submitted an updated proposal earlier in 2026 which topped a bid from Icahn Enterprises.