Nevada regulators approve key steps in MGM, Caesars take-private deals

Two Nevada resort companies that dominate the Strip came a step closer to converting from publicly traded to privately held after actions Thursday before the Nevada Gaming Commission.

In separate votes, commissioners unanimously approved licenses and amended orders of registration involving MGM Resorts International and Caesars Entertainment Inc.

MGM oversees 10 Strip properties while Caesars manages eight.

MGM is in talks with billionaire businessman Barry Diller’s People Inc. to acquire company shares while Houston businessman Tilman Fertitta’s Fertitta Entertainment Inc. is directing his attention to Caesars. Both transactions would involve the acquiring companies taking the companies private.

MGM Vice President and Legal Counsel Chandler Pohl conceded that his expertise is in regulatory matters and couldn’t answer questions about future operations under Diller.

Pohl said he expects some details to emerge when MGM conducts its second-quarter earnings call on Wednesday afternoon.

Left unanswered were questions about how Diller’s ownership would affect operations in Macao and MGM’s integrated resort project under construction in Osaka, Japan, which isn’t due to open until 2030.

Meeting in Carson City, commissioners unanimously approved a request for a shelf offering that will provide financing for the company’s future needs. A shelf offering allows a public company to register securities with the Securities and Exchange Commission and sell them for up to three years.

On the Caesars matter, commissioners approved a shelf offering and also licensed Richard Liem and Steven Scheinthal, members of the board of directors for Fertitta Entertainment.

Liem and Scheinthal are among the board members overseeing company decisions while Tilman Fertitta serves as the U.S. ambassador to Italy and San Marino.

Fertitta Entertainment entered Nevada gaming in 2005 with its acquisition of the Golden Nugget Las Vegas and later expanded the brand through additional casino acquisitions in Nevada and other states.

Scheinthal has advised Tilman Fertitta since 1988 and joined the company in 1992. Liem, also the company’s chief financial officer, joined in 1999. Both were previously licensed by Nevada regulators, including during Fertitta Entertainment’s 2023 acquisition of Golden Nugget Lake Tahoe.

The Caesars transaction isn’t expected to close until spring next year and must not only be approved by shareholders, the Federal Trade Commission and the Department of Justice under Hart-Scott-Rodino antitrust provisions, but also by regulators in an estimated 25 gaming jurisdictions.

But those approvals appear to be off to a good start with the Nevada Gaming Commission’s approval.

Fertitta, a cousin to members of the Fertitta family that owns Station Casinos, is already licensed in Nevada through his three Golden Nugget properties and is the owner of the Landry’s restaurant chain as well as the National Basketball Association’s Houston Rockets franchise.