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Caesars Shareholders Approve Tilman Fertitta’s $17.6 Billion Takeover

Regulatory review by the Federal Trade Commission followed by state gaming boards must clear before the sale can close.

Overview

  • Shareholders voted to approve the merger at a special meeting, with about 133.3 million votes in favor representing roughly 65.4 percent of shares and about 70.3 percent of outstanding stock represented on Sept. 23, 2026.
  • The deal values Caesars at about $17.6 billion, pays $31 per share in cash, funds roughly $5.7 billion of the purchase and assumes about $11.9–12 billion of Caesars’ debt.
  • The transaction is subject to an extended federal antitrust review after the FTC issued a second request and it also requires sign-offs from multiple state gaming regulators before any closing date can be set.
  • If the merger closes, Caesars would become a privately held subsidiary of Fertitta’s holding company, its common stock would be delisted from Nasdaq, and ownership of roughly 60 casinos including about 15 in Nevada would shift to Fertitta.
  • Labor groups, major suppliers and REIT counterparties such as VICI are watching for operational, leasing and labor impacts, and shareholders also approved advisory compensation tied to the deal that could affect executive payouts if closing is delayed.