Caesars shareholders vote Tuesday on Tilman Fertitta’s $17.6B deal. What to know

Caesars Entertainment Inc. shareholders voted Tuesday to consider whether to approve Tilman Fertitta’s proposed $17.6 billion acquisition of the casino company.

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.

The company had not announced the shareholder vote results as of publication. Caesars is required to file the final voting results with the U.S. Securities and Exchange Commission within four business days of the meeting.

Shareholders of record as of Aug. 21 were eligible to vote. The merger requires 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 are required for the merger proposal to pass.

Shareholders were asked to vote on three proposals: approval of the merger with Fertitta Entertainment; a nonbinding advisory vote on compensation that could be paid to Caesars executives in connection with the merger; and a proposal allowing the meeting to be adjourned if additional time is needed to solicit proxies.

Caesars’ board has recommended that shareholders vote in favor of all three proposals.

Prior to Tuesday’s scheduled vote, Caesars filed additional proxy materials following a demand letter from a purported shareholder received Sept. 15.

The shareholder sought to inspect company records and alleged that Caesars’ Aug. 25 definitive proxy statement omitted material information concerning its use of Latham & Watkins as outside legal counsel, including the firm’s concurrent representation of Fertitta and certain of his affiliates in unrelated matters.

Caesars said it believes the claims are without merit and that no additional disclosure was legally required. The company said it nevertheless voluntarily supplemented its proxy materials to avoid the risk of litigation delaying or adversely affecting the merger.

The company disclosed that Latham represents Caesars in connection with the sale process and merger, while a separate team of Latham attorneys has represented and continues to represent Fertitta and/or certain affiliates on matters unrelated to Caesars and the merger. Caesars said the fees from those unrelated matters are significantly less than the fees Latham is expected to receive from Caesars for merger-related work.

Regardless of the shareholder vote, Caesars and Fertitta still must satisfy regulatory and other closing conditions before the transaction can be completed.

On Sept. 14, Caesars disclosed 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.

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