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

Caesars Entertainment Inc. shareholders approved Tilman Fertitta’s proposed $17.6 billion acquisition of the casino company Tuesday, clearing a major hurdle in the deal that would take the casino giant private.

The merger proposal received 133,313,001 votes in favor, 4,276,986 against and 5,687,952 abstentions, according to a filing Wednesday with the U.S. Securities and Exchange Commission. The votes in favor represented about 65.4 percent of all Caesars shares outstanding as of the Aug. 21 record date.

The special shareholder meeting was held at the Eldorado hotel-casino in Reno. Holders of 143,277,939 shares, or 70.3 percent of Caesars’ outstanding stock, were represented at the meeting in person or by proxy.

The proposed transaction would pay Caesars shareholders $31 per share in cash. The approximately $17.6 billion transaction value includes about $11.9 billion of Caesars’ debt. Under the merger agreement, shareholders also would receive an additional $0.007150 per share for each day beginning July 1, 2027, if the merger has not been completed by June 26, 2027, through the day before closing.

Shareholders of record as of Aug. 21 were eligible to vote. The merger required approval from holders of a majority of all outstanding Caesars shares, not simply a majority of shares represented at the meeting.

Caesars had 203,780,124 shares outstanding as of the record date, meaning at least 101,890,063 affirmative votes were required for the merger proposal to pass.

Shareholders also approved, on an advisory basis, compensation that could be paid to Caesars’ named executive officers in connection with the merger. That proposal received 127,682,915 votes in favor, 9,485,566 against and 6,109,458 abstentions.

The third proposal, which would have allowed the meeting to be adjourned to solicit additional proxies, was not presented because there were sufficient votes to approve the merger.

Shareholder approval does not complete the transaction. Caesars and Fertitta still must satisfy regulatory and other closing conditions.

Caesars disclosed Sept. 14 that the Federal Trade Commission had issued a second request for information to both companies, extending the federal antitrust review process. The request extends the federal waiting period until 30 days after both companies substantially comply with the requests, unless the period is terminated or extended sooner.

Caesars also disclosed Tuesday that a shareholder had sent a demand letter seeking company records and alleging that the company’s proxy statement omitted information concerning its engagement of Latham & Watkins. Caesars said the claims were without merit but voluntarily supplemented its proxy materials to avoid the risk of litigation delaying or adversely affecting the merger.

If the transaction ultimately closes, Caesars’ common stock will be delisted from Nasdaq and the company will become privately held.

The two sides have not announced a closing date.