Caesars Investors Overwhelmingly Vote in Favor of $17.6B Fertitta Takeover Offer

It’s official. Caesars Entertainment (NASDAQ: CZR) and Tilman Fertitta’s Fertitta Entertainment Inc. (FEI) are heading to the altar in a $17.6 billion takeover approved by the former’s shareholders. Caesars Palace Las Vegas. The operator’s investors voted in favor of Tilman Fertitta’s $17.6 billion takeover offer. (Image: Shutterstock) On Tuesday, Caesars conducted a special meeting at which shareholders voted on Fertitta’s acquisition offer, which was revealed on May 28. In a Form 8-K filing with the Securities and Exchange Commission (SEC) out earlier today, the target revealed that its shareholders easily approved the $31 per share takeover offer. From here, the proposed transaction will be examined by the Federal Trade Commission (FTC), which recently requested more information on the deal, and various state regulators — the latter of which are crucial in bringing the acquisition across the finish line because Caesars and Golden Nugget both operate casinos in several of the same markets. Caesars expects the transaction will close on or before June 26, 2027. If it doesn’t, a daily ticking fee of $0.007150 per share goes into effect. Inside the Mechanics of the Caesars Meeting The special meeting, conducted at the Caesars-operated Eldorado Resort and Casino in Reno, was open to the casino operator’s investors of record as of Aug. 21. As of that date, there were 203.78 million Caesars shares outstanding, meaning quorum, or 50% plus one of the shares outstanding count was needed to conduct the meeting. “Present at the Special Meeting, either in person or by proxy, were holders of 143,277,939 shares of Company Common Stock, representing 70.3% of the Company’s outstanding shares, which constituted a quorum,” according to the regulatory document. While Caesars received a $34 per share offer from Carl Icahn, investors voted overwhelmingly in favor of the Fertitta bid, which was viewed as less complex and less reliant on debt financing. According to the Form 8-K, 133.3 million of the shares represented at the meeting voted to approve the Fertitta offer while just 4.3 million voted against it. Nearly 5.7 million shares abstained. A vote on a compensation plan for Caesars executives was approved in similar fashion nearly 127.7 million shares voting to sign off on that plan with 9.5 million shares voting against it. What’s Next for Caesars? Caesars is now a de facto private company (FEI is closely held), meaning there’s one less stock through which investors can express views on the Las Vegas Strip and regional gaming markets. In the coming months, the investment community’s eyes will be on the ensuing regulatory process and possible asset sales, which could be used to defray some of the nearly $12 billion in Caesars debt Fertitta is absorbing. Caesars and Golden Nugget both run casinos in Atlantic City, NJ, Biloxi, Miss., Lake Charles, La. and Lake Tahoe, Las Vegas and Laughlin in Nevada, implying that those markets are ripe for the combined company to divest venues. There’s already been speculation that the newly formed gaming giant could pare its roster in Atlantic City, Las Vegas and Reno. The post Caesars Investors Overwhelmingly Vote in Favor of $17.6B Fertitta Takeover Offer appeared first on Casino.org.