Caesars–Fertitta $17.6bn Take-Private: Vote Results and Deal Terms

Deal Intelligence · Gaming & Leisure

A $31.00 cheque, a decisive vote, and a regulatory gauntlet still to run

Caesars Entertainment shareholders backed Tilman Fertitta’s take-private on 22 September 2026. The price is fixed, the vote was lopsided, and the deal still needs the FTC and a string of state gaming regulators to say yes.

Abstract navy and gold illustration of a financial ledger grid and gaming-table motif overlaid with fine data lines, evoking a casino operator moving from public markets into private hands. — A public gaming giant heads for private ownership. The vote is done; the regulatory clock is not.
Cite this imageFree to use with credit and a link to Acquiry.

Caesars Entertainment, Inc. (Nasdaq: CZR) told shareholders exactly what they were voting on: $31.00 in cash for every share, paid by Fertitta Gaming Holdco, LLC, the private vehicle for Houston businessman Tilman Fertitta. On 22 September 2026, at a special meeting held at the Eldorado Resort & Casino in Reno, they said yes — decisively.

The mechanics are unusually clean for a deal this size. Empire Merger Sub, Inc. merges into Caesars; Caesars survives as a wholly owned subsidiary of Fertitta Gaming Holdco; shareholders get cash, not stock in a private company they cannot easily value or sell. There is no collar, no exchange ratio, and no exposure to Fertitta’s other businesses.

A 65% approval on outstanding shares is not a photo finish. It is a shareholder base that priced in the FTC risk and still wanted the cash.

Acquiry Deal Intelligence

What the vote cannot do is close the deal. Caesars still needs Hart-Scott-Rodino clearance from the FTC, which issued a second request in mid-September 2026, plus change-of-control approval from casino regulators in New Jersey, Pennsylvania and every other state where it holds a licence. This report sets out the terms, the vote, the money, and the road still ahead.

Executive briefing

The deal in five points

Research cut-off 30 September 2026. Figures below are drawn from Caesars’ Form 8-K reporting the special meeting vote and from contemporaneous reporting on the merger terms. Anything not stated in those sources is labelled reported, calculated or illustrative rather than presented as fact.

1
On 22 September 2026, Caesars Entertainment shareholders voted to approve the Agreement and Plan of Merger signed 27 May 2026, under which Empire Merger Sub, Inc. merges into Caesars and Caesars survives as a wholly owned subsidiary of Fertitta Gaming Holdco, LLC, the vehicle for Houston businessman Tilman Fertitta. Results were certified and reported on Form 8-K the next day.
2
Eligible shareholders will receive $31.00 in cash for each share — all cash, no stock. If the merger has not closed by 26 June 2027, the price steps up by $0.007150 per share for every day after that, worth about $2.61 a share over a full year of delay.
3
The vote was decisive: 133,313,001 shares for, 4,276,986 against and 5,687,952 abstaining. Votes for represent about 65.4% of the 203,780,124 shares outstanding on the 21 August 2026 record date, comfortably clearing the majority-of-outstanding threshold Delaware law sets for a merger.
4
Reported coverage puts the total transaction value at about $17.6 billion: roughly $5.7 billion of equity value plus about $11.9 billion of Caesars debt that Fertitta Gaming Holdco assumes. The cash cheque buys control of the balance sheet, not relief from it.
5
Shareholder approval was the easy gate. The harder one is regulatory. The FTC issued a second request around mid-September 2026 that extends the Hart-Scott-Rodino waiting period, and Caesars’ casino licences in New Jersey, Pennsylvania and other states still need separate change-of-control approval before the deal can close.

Key facts

Cash price: $31.00/shareFixed cash consideration per eligible Caesars share, before any ticking-fee adjustment.
Consideration: 100% cashNo stock and no contingent value right disclosed in the reported deal terms.
Reported deal value: ~$17.6bnTotal transaction value including roughly $11.9bn of assumed Caesars debt.
Implied equity value: ~$5.7bn–$6.3bnReported figures imply ~$5.7bn; disclosed shares outstanding × $31.00 calculates to ~$6.3bn.
Merger Agreement signed: 27 May 2026Date of the Agreement and Plan of Merger among Caesars, Fertitta Gaming Holdco and Empire Merger Sub.
Shareholder vote: 22 Sep 2026Special meeting held at the Eldorado Resort & Casino, Reno, Nevada.
Votes for the merger: 65.4% of outstanding133,313,001 votes for, out of 203,780,124 shares outstanding on the record date.
Ticking fee: $0.007150/share/dayAccrues on top of $31.00 if closing slips past 26 June 2027 — about $2.61/share over a full year.

Disclosed: Stated by a party to the transaction
Reported: Press or data-provider figure, not company-confirmed
Calculated: Derived by Acquiry from disclosed or reported inputs
Illustrative: Hypothetical or reader-supplied input
Undisclosed: Not public and not estimated

Data desk · For media and researchers

The numbers behind the deal

Each figure has its own permanent link and a ready-made citation. Journalists, analysts and researchers are welcome to quote them with credit and a link to Acquiry.

$31.00Disclosed
Fixed cash price per Caesars share
All cash, no stock. Subject to the ticking-fee step-up if closing slips past 26 June 2027.
65.4%Disclosed
Of all outstanding shares voted for the merger
133,313,001 votes for, out of 203,780,124 shares outstanding on the 21 August 2026 record date.
93.0%Calculated
Of votes actually cast approved the merger
Against: 4,276,986. Abstain: 5,687,952.
~$17.6bnReported
Total reported transaction value
Includes roughly $11.9bn of Caesars debt assumed by Fertitta Gaming Holdco.
67.6%Calculated
Of the reported deal value is assumed debt, not cash to shareholders
A reminder that the headline number is enterprise value, not the cheque shareholders receive.
$2.61/shareCalculated
What a full year of delay past 26 June 2027 adds per share
At the disclosed $0.007150/share/day rate, compounding daily and not annually.
118 daysCalculated
From signing to the shareholder vote
Agreement and Plan of Merger signed 27 May 2026; special meeting held 22 September 2026.
31.2×Calculated
Votes for outnumbered votes against
133,313,001 for vs. 4,276,986 against.

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All data-desk figures, comparables and valuation points with sources, provenance and permalinks.

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01Reporting

A $31.00 cash deal, signed in May, put to a vote in September

Caesars and Fertitta Gaming Holdco signed an all-cash Agreement and Plan of Merger on 27 May 2026. Shareholders voted to approve it on 22 September 2026.

Caesars Entertainment, Inc. (Nasdaq: CZR) filed a Form 8-K (opens in a new tab) on 23 September 2026 reporting the results of a special meeting held the day before. The single most important fact in that filing is arithmetic: 133,313,001 shares voted to adopt the Agreement and Plan of Merger, against 4,276,986 votes against and 5,687,952 abstentions. Caesars shareholders said yes to going private, and they said it with a margin of roughly 31 to 1.

The agreement itself dates to 27 May 2026. Under its terms, Empire Merger Sub, Inc., a subsidiary created for the transaction, merges into Caesars Entertainment, Inc. Caesars survives the merger, but as a wholly owned subsidiary of Fertitta Gaming Holdco, LLC, the acquisition vehicle for Houston businessman Tilman Fertitta. It is a reverse triangular merger, the same basic structure used in most large public-company cash buyouts, and it means Caesars keeps its contracts, its gaming licences and its debt obligations exactly as they stood before the deal, just under new ownership. We walk through the mechanics of that structure in the next section.

A fixed cash price removes valuation ambiguity for shareholders — the only open question was regulatory, not financial.

Acquiry Deal Intelligence

The terms, in plain language

Price. $31.00 in cash for every eligible share of Caesars common stock, with no stock component and no collar.
Ticking fee. If the merger has not closed by 26 June 2027, the price rises by $0.007150 per share for each additional day. We break down what that adds up to in the price section.
Structure. Empire Merger Sub, Inc. merges into Caesars; Caesars survives as a wholly owned subsidiary of Fertitta Gaming Holdco, LLC.
Record date. 21 August 2026, with 203,780,124 shares of Caesars common stock outstanding and entitled to vote.
Vote required. A special meeting on 22 September 2026 at the Eldorado Resort & Casino in Reno, Nevada, where both the merger and a related advisory pay proposal were approved.

Tilman Fertitta is not a newcomer to gaming or hospitality. He is the founder and chief executive of Landry's, the Houston-based restaurant, hotel and entertainment group, and he already owns Golden Nugget Casinos and the Houston Rockets. Fertitta Gaming Holdco is the entity he formed specifically to acquire Caesars, which gives this deal a different character from a private equity consortium buyout: the buyer is a single operator who already runs casinos, not a fund assembling a club deal.

02Reporting

How decisively Caesars shareholders said yes

Votes for outnumbered votes against by roughly 31 to 1. A related say-on-pay proposal was also approved.

A merger vote can clear by a whisker or by a landslide, and the margin tells its own story about how a shareholder base is pricing the deal. This one was not close. Of the 203,780,124 shares outstanding on the 21 August 2026 record date, holders of 133,313,001 shares, about 65.4% of everything outstanding, voted to adopt the merger agreement.

Figure 1

How Caesars shareholders voted on 22 September 2026

The principal proposal: approval of the Agreement and Plan of Merger dated 27 May 2026.

For
133,313,001
65.4% of shares outstanding · 93.0% of votes cast
Against
4,276,986
2.1% of shares outstanding · 3.0% of votes cast
Abstain
5,687,952
2.8% of shares outstanding · 4.0% of votes cast

Shares outstanding (record date): 203,780,124
Votes cast on this proposal: 143,277,939
Approved Disclosed: 65.4% of outstanding

Method & source. Vote tallies as certified and reported in Caesars’ Form 8-K covering the special meeting held at the Eldorado Resort & Casino, Reno, Nevada. Percent of outstanding uses the 203,780,124 shares outstanding on the 21 August 2026 record date. Percent of votes cast uses only shares actually voted for, against or abstaining on that proposal.

Free to reference with credit and a link to Acquiry.

Acquiry analysis

Reading the margin

A vote this lopsided usually means one of two things: shareholders see no realistic higher offer, or they have already discounted the deal for the regulatory risk ahead and are still choosing the certain $31.00 over the alternative. Both readings point the same direction here. Nothing in the public record suggests a competing bid emerged after the 27 May 2026 signing, and the closing-path section below shows exactly why the regulatory calendar, not the price, was always the real question mark.

Caesars shareholders also approved a separate, non-binding advisory proposal on merger-related executive compensation, sometimes called a say-on-pay vote, by a similarly comfortable margin. Because it is advisory only, it does not affect whether the merger proceeds, but its passage removed one more item that boards sometimes worry will complicate a shareholder vote.

Approval threshold cleared. A majority of shares outstanding, not merely a majority of votes cast, needed to approve the merger under Delaware law. The 65.4% result cleared that bar with room to spare.
No adjournment needed. Caesars had asked shareholders to also approve a proposal to adjourn the meeting if more time were needed to reach quorum or votes; the filing indicates it was not required.

03Acquiry analysis

Inside the reverse-triangular merger

A cash-only structure that leaves Caesars’ debt, licences and contracts in place, just under a new owner.

The structure behind this deal is deliberately unglamorous, and that is the point. Rather than Fertitta buying Caesars’ assets directly, or the two companies combining as equals, Fertitta created Empire Merger Sub, Inc. solely to merge into Caesars. Caesars is the entity that survives, now as a subsidiary of Fertitta Gaming Holdco, LLC. It is the same basic mechanism used in most large US public-company cash buyouts, because it avoids having to individually reassign every contract, lease and gaming licence Caesars holds.

Figure 2

All cash, no collar: how the merger consideration flows

Fertitta Gaming Holdco, LLC

Tilman Fertitta · buyer

Funds the merger via Empire Merger SubMerger Sub → merges into → CaesarsCaesars survives, wholly owned

Caesars Entertainment, Inc.

Target · was Nasdaq: CZR

To Caesars shareholders

$31.00 cash per share

Fixed dollar amount, no stock. Steps up by $0.007150/share for each day past 26 Jun 2027 if closing is delayed.

To Caesars’ balance sheet

~$11.9bn of debt assumed

Fertitta Gaming Holdco takes on Caesars’ existing debt rather than paying it off, per reported deal-value figures.

DisclosedWhat the filing states

Empire Merger Sub, Inc. merges into Caesars Entertainment, Inc.
Caesars survives as a wholly owned subsidiary of Fertitta Gaming Holdco, LLC
Each eligible Caesars share converts into the right to receive $31.00 cash
Fertitta Gaming Holdco assumes Caesars’ outstanding debt
No stock, no contingent value right and no collateral disclosed

CalculatedWhy it matters for shareholders

Shareholders get a fixed price with no exposure to Fertitta’s private balance sheet
A reverse-triangular merger keeps Caesars’ contracts, licences and debt in place
Caesars stops filing with the SEC and delists from Nasdaq once the merger closes
The $31.00 price does not move if gaming stocks rally or sell off before closing

Method & source. Structure as stated in Caesars’ Form 8-K reporting the special meeting vote and in contemporaneous reporting on the Agreement and Plan of Merger dated 27 May 2026. Reading points are Acquiry’s interpretation of the disclosed structure.

Free to reference with credit and a link to Acquiry.

Abstract illustration of building-outline forms of varying heights connected by fine data lines against a dark navy background, representing a portfolio of casino resort properties under one ownership structure. — Caesars’ casino resort portfolio, spanning dozens of properties, moves to Fertitta Gaming Holdco intact. The merger changes who owns the buildings and the debt against them, not which licences or leases attach to each one.
Cite this imageFree to use with credit and a link to Acquiry.

What shareholders receive in exchange is unusually simple: $31.00 in cash, full stop. There is no stock in the surviving private company, no contingent value right tied to future performance, and no ability to roll equity into the deal that has been disclosed in the reviewed sources. Compare that with Eldorado’s 2020 acquisition of the prior Caesars Entertainment Corporation, which used a mix of cash and stock, discussed further in the comparables section. A pure-cash structure is easier for a board to recommend and easier for shareholders to evaluate, because there is no second company’s stock to underwrite an opinion on.

The other side of that simplicity is what Fertitta Gaming Holdco takes on. Reported figures put the debt assumed in the transaction at roughly $11.9 billion, layered on top of the cash paid to shareholders. That detail matters more than it might look: it means the buyer is not paying off Caesars’ existing lenders and starting fresh, it is stepping into Caesars’ capital structure as it stands. We reconcile how that debt figure fits with the widely quoted $17.6 billion deal value in the valuation section.

04Acquiry analysis

$31.00 now, or more if Fertitta is late

A fixed price with a disclosed penalty for delay: $0.007150 per share, per day, after 26 June 2027.

Most of what shareholders need to know about the price fits in one sentence: $31.00 in cash per share, no stock, no adjustment for how Caesars or the broader gaming sector performs between signing and closing. The one wrinkle is a ticking fee, a mechanism common in deals expected to face a long regulatory review. If the merger has not closed by 26 June 2027, Caesars shareholders receive an additional $0.007150 per share for every day after that until closing.

The ticking fee is small next to the debt Fertitta assumes, but it is a real, disclosed incentive to close on time.

Acquiry Deal Intelligence

Figure 3

What the ticking fee adds up to, day by day

Base cash consideration$31.00

Days closing runs past 26 June 2027Illustrative

days

No closing date is disclosed. This is a reader-supplied scenario, not a forecast of when the deal will close.

Annualized rate

$2.61/yr

$0.007150 × 365 days, or about 8.4% of the $31.00 base price a year — a simple (non-compounding) rate, and only while the fee is accruing.

Total cash per share after 90 daysCalculated

$31.64

$31.00 + (90 × $0.007150) = $31.64

Extra paid across all shares: $0.13bn
Total cash consideration: $6.45bn

Based on 203,780,124 shares outstanding at the record date. Actual shares eligible to receive consideration at closing may differ from shares outstanding at the record date.

Method & source. Additional amount = $0.007150 per share × reader-supplied days, counted from 1 July 2027 (the first calendar day after the 26 June 2027 deadline) through the day before closing, as set out in Caesars’ Form 8-K. Total payout multiplies the resulting per-share amount by the 203,780,124 shares outstanding and entitled to vote at the 21 August 2026 record date. The fee only accrues if the merger has not closed by 26 June 2027; it does not apply before then.

Free to reference with credit and a link to Acquiry.

Acquiry analysis

What the fee is actually compensating for

A ticking fee is not a penalty on Fertitta so much as a redistribution of the cost of waiting. Money held up in an unclosed deal has a time value, and rather than argue about it later, the parties priced it into the contract up front: annualized, $0.007150 a day works out to roughly $2.61 per share a year, or a little under 8.5% of the base price on a simple, non-compounding basis.

The mechanism only starts counting after 26 June 2027, roughly thirteen months from signing, which is itself a signal of how long the parties expected regulatory review to run when they wrote the agreement. It does not accrue at all before that date, and there is no disclosed cap on how long it can run, which means the fee is a pressure valve on the buyer’s cost of delay, not a firm outside date by which the deal must close or terminate.

05Acquiry analysis

Reconciling the headline number with the disclosed math

The widely quoted ~$17.6bn figure is total transaction value, including assumed debt, not the cheque shareholders receive.

Coverage of this deal has settled on one number: about $17.6 billion. It is a real figure, but it is easy to misread if you assume it is the amount of cash changing hands for equity. It is not. iGaming Chronicle (opens in a new tab) and PlayPennsylvania (opens in a new tab) both frame it as total transaction value, which bundles the equity cheque together with roughly $11.9 billion of Caesars debt that Fertitta Gaming Holdco assumes as part of the deal.

Reported total value. ~$17.6bn, the figure used across most coverage of the vote.
Reported debt assumed. ~$11.9bn of that total is Caesars debt that transfers with the company, not cash paid to shareholders.
Implied equity value (reported). Subtracting debt from the reported total implies roughly $5.7bn of equity value.
Implied equity value (calculated). Multiplying the disclosed 203,780,124 shares outstanding by the disclosed $31.00 price gives roughly $6.3bn, a few hundred million higher than the reported figure.

Acquiry analysis

Why the two equity figures don’t match exactly

A gap between a reported headline number and a figure calculated directly from disclosed inputs is common, and it is not evidence that either side got the deal terms wrong. Reported figures are typically rounded for readability, and they may reflect a share count taken at a different date than the 21 August 2026 record date used for the vote, or may net out items like options and restricted stock differently than a simple shares-outstanding multiplication does.

We show both figures rather than forcing them to agree, because collapsing them into a single number would hide exactly the kind of rounding that readers should be able to see. The debt-to-equity split matters more than the last few hundred million in precision: at roughly $11.9bn of $17.6bn, about two-thirds of the headline deal value is debt Fertitta Gaming Holdco is stepping into, not cash it is putting up for equity.

06Reporting

Caesars has been here before

This is not the first time a company operating under the Caesars name has gone from public to private.

The corporate entity being acquired today, Caesars Entertainment, Inc., is itself the product of an earlier take-private. In 2008, Harrah’s Entertainment (opens in a new tab) was taken private by Apollo Global Management and TPG Capital in a leveraged buyout reported at around $27.8 billion including assumed debt. Harrah’s later renamed itself Caesars Entertainment Corporation, went back to public markets, and in 2020 was acquired by Eldorado Resorts in a cash-and-stock deal reported at roughly $17.3 billion. The combined company took the Caesars name and the Nasdaq: CZR ticker that traded until this vote.

Figure 4

From the prior take-private to this one

27 May 2026
Agreement and Plan of Merger signed
Caesars, Fertitta Gaming Holdco, LLC and Empire Merger Sub, Inc. sign the merger agreement at $31.00 cash per share.
Completed · Transaction
21 Aug 2026
Record date set
203,780,124 shares of Caesars common stock outstanding and entitled to vote.
Completed · Transaction
mid-Sep 2026
FTC issues a second request
The Hart-Scott-Rodino waiting period is extended pending further antitrust review.
Completed · Transaction
22 Sep 2026
Special meeting and shareholder vote
Held at the Eldorado Resort & Casino, Reno. Merger and advisory say-on-pay proposals both approved.
Completed · Transaction
23 Sep 2026
Vote results filed on Form 8-K
Caesars certifies and reports the tallies for both proposals to the SEC.
Completed · Transaction
Ongoing
State gaming licence approvals
New Jersey, Pennsylvania and other states must separately approve the change of control before closing.
Expected · Transaction
Not yet set
Expected closing
No closing date was set by the shareholder vote. Closing depends on the FTC and outstanding state approvals.
Expected · Transaction
26 Jun 2027
Ticking-fee trigger date
If the merger has not closed by this date, the price accrues $0.007150/share for each additional day.
Expected · Transaction

Method & source. Dates and figures as disclosed in Caesars’ Form 8-K reporting the special meeting vote, and as reported in contemporaneous coverage of the merger terms and regulatory review. Expected items have no confirmed date.

Free to reference with credit and a link to Acquiry.

Figure 5

Reference transactions: what each headline number actually measures

5 transactions

Reference transactions compared with Fertitta Gaming Holdco, LLC and Caesars Entertainment, Inc., sortable by announcement date and headline value
	Acquirer → Target		Consideration	What the number measures	Status
May 2026	Fertitta Gaming Holdco, LLCCaesars Entertainment, Inc.This deal	~17.6 (incl. ~11.9 debt)Reported	All cash, $31.00/share, plus a per-day ticking fee if closing slips past 26 Jun 2027	Reported total transaction value including assumed debt. Stake: 100%.	Shareholder-approved; awaiting regulatory clearance
May 2024	Silver LakeEndeavor Group Holdings, Inc.	~13 (reported)Reported	All cash	Reported equity value of the take-private. Stake: 100% of public float.	Completed 2025
Nov 2021	Blackstone Inc.Crown Resorts Limited	~6.3 (reported, converted from A$8.9bn)Reported	All cash	Reported total transaction value; Australian casino operator. Stake: 100%.	Completed 2022
June 2019	Eldorado Resorts, Inc.Caesars Entertainment Corporation	~17.3 (reported, incl. debt)Reported	Cash and stock	Reported total transaction value at announcement; combined company took the Caesars name. Stake: 100%.	Completed 2020
Dec 2006	Apollo Global Management & TPG CapitalHarrah’s Entertainment, Inc.	~27.8 (reported, incl. debt)Reported	All cash, leveraged buyout	Reported total transaction value; predecessor take-private that later became Caesars Entertainment. Stake: 100%.	Completed 2008

Fertitta Gaming Holdco, LLC acquiring Caesars Entertainment, Inc.
May 2026 · Shareholder-approved; awaiting regulatory clearance
Reported
US$~17.6 (incl. ~11.9 debt)bn
All cash, $31.00/share, plus a per-day ticking fee if closing slips past 26 Jun 2027
Reported total transaction value including assumed debt. Stake: 100%.
Silver Lake acquiring Endeavor Group Holdings, Inc.
May 2024 · Completed 2025
Reported
US$~13 (reported)bn
All cash
Reported equity value of the take-private. Stake: 100% of public float.
Blackstone Inc. acquiring Crown Resorts Limited
Nov 2021 · Completed 2022
Reported
US$~6.3 (reported, converted from A$8.9bn)bn
All cash
Reported total transaction value; Australian casino operator. Stake: 100%.
Eldorado Resorts, Inc. acquiring Caesars Entertainment Corporation
June 2019 · Completed 2020
Reported
US$~17.3 (reported, incl. debt)bn
Cash and stock
Reported total transaction value at announcement; combined company took the Caesars name. Stake: 100%.
Apollo Global Management & TPG Capital acquiring Harrah’s Entertainment, Inc.
Dec 2006 · Completed 2008
Reported
US$~27.8 (reported, incl. debt)bn
All cash, leveraged buyout
Reported total transaction value; predecessor take-private that later became Caesars Entertainment. Stake: 100%.

Method & source. Values in US$ billions as announced or as reported where the parties did not state a price. Headline values are not like-for-like: they mix fixed-ratio and fixed-value stock deals, cash deals, a minority investment and a financing round. The Xilinx figure is the value at announcement; value at completion was higher because the exchange ratio was fixed. Not a valuation range.

Free to reference with credit and a link to Acquiry.

Acquiry analysis

A recurring pattern in gaming M&A

Line up the three deals and a pattern emerges: large, debt-heavy, cash-intensive casino operators go private, occasionally return to public markets through a merger, and periodically go private again as new buyers see value that public markets are not pricing in, or as existing owners look to realize gains. The 2026 Fertitta deal, the 2020 Eldorado deal and the 2008 Apollo-TPG buyout of Harrah’s are all clustered in a similar $17-28 billion range once debt is included, which says less about any one buyer’s ambitions and more about how much leverage sits permanently on a large casino balance sheet.

Two other recent gaming and entertainment take-privates round out the picture: Silver Lake’s 2024-25 acquisition of Endeavor Group Holdings (opens in a new tab) at roughly $13 billion, and Blackstone’s 2022 buyout of Australia’s Crown Resorts at roughly $6.3 billion. Both used an all-cash structure similar to the Fertitta deal, reinforcing that cash, not stock, is the default currency once a licensed gaming operator decides to leave public markets.

07Reporting

Why the FTC, not the vote, decides the timeline

A second request from the FTC and a wall of state gaming approvals stand between the vote and closing.

A shareholder vote answers one question: does the ownership of the company want to sell at this price. It does not answer whether the deal is allowed to close, and in a deal this size, that second question runs through Washington and through every state gaming commission where Caesars holds a licence. Around mid-September 2026, ahead of the vote itself, the Federal Trade Commission issued what is known as a second request, a formal demand for more information under the Hart-Scott-Rodino Act (opens in a new tab) that extends the antitrust waiting period until the agency is satisfied.

Every state where Caesars holds a gaming licence runs its own change-of-control review. The FTC review sits in parallel, not in sequence, but neither can be skipped.

Cite this imageFree to use with credit and a link to Acquiry.

FTC / Hart-Scott-Rodino review. A second request extends the waiting period indefinitely until Fertitta Gaming Holdco satisfies the agency’s information demands; there is no fixed deadline for this step.
State gaming licence approvals. Every state where Caesars operates under a gaming licence, including New Jersey and Pennsylvania, must separately approve the change of control before that state’s properties can transfer to Fertitta Gaming Holdco.
Harrah’s Philadelphia. Coverage of the vote specifically calls out Harrah’s Philadelphia Casino & Racetrack as part of the transaction, which means Pennsylvania regulators are one of the named approvals still outstanding.

None of this changes the price shareholders will receive, but it is the entire reason the ticking fee discussed in the price section exists. No closing date has been set. The 26 June 2027 date in the merger agreement is not a scheduled close, it is the point at which delay starts costing the buyer real money on top of the fixed price.

08Acquiry analysis

What could still delay or derail the deal

Antitrust review is the near-term gate. A state-by-state licensing process follows it.

Every large regulated take-private carries a specific set of risks between signing and closing that are distinct from the risk a shareholder vote addresses. Below is our register of the ones with clear disclosed or reported grounding in this deal, alongside what would mitigate each.

Figure 6

What could still delay or derail the deal

4 factors with disclosed, acquiry view and rating
Factor	Disclosed	Acquiry view	Rating
FTC / antitrust review	A Hart-Scott-Rodino second request was issued around mid-September 2026, extending the waiting period with no fixed resolution date.	Fertitta already operates Golden Nugget, giving regulators a known operator rather than a new entrant to evaluate. Still the near-term gate on the whole timeline.	High
State gaming licence approvals	New Jersey, Pennsylvania (including Harrah’s Philadelphia) and other licensing states must each separately approve the change of control.	Reviews of an already-licensed, well-capitalised operator typically move faster than first-time licensing, but every state is an independent veto point.	Medium
Assumed debt load through a long close	Fertitta Gaming Holdco assumes roughly $11.9bn of Caesars debt as part of the reported ~$17.6bn total transaction value.	No refinancing gap has been disclosed. The ticking fee gives Fertitta a direct financial incentive to close promptly rather than let review drag.	Medium
Ticking-fee cost of delay	The price rises $0.007150/share for every day past 26 June 2027, an annualized rate of roughly $2.61/share.	The fee only starts accruing thirteen months after signing, giving both sides a long runway before it becomes material to the economics.	Low

Method & source. Disclosed column reflects statements in Caesars’ Form 8-K and contemporaneous reporting. Acquiry view and rating are Acquiry’s independent assessment, not a disclosed probability.

Free to reference with credit and a link to Acquiry.

09Acquiry analysis

Our take: a clean price, an unclean calendar

The vote was never the hard part of this deal. The FTC and the states were, and still are.

Strip away the regulatory overlay and this is a straightforward transaction: a single, well-capitalised operator who already runs casinos offers a fixed cash price for a company whose board and shareholders had every reason to take it. The 65.4%-of-outstanding approval margin is consistent with a shareholder base that had already priced the deal as likely to close, eventually, and preferred a certain $31.00 today over an uncertain multi-year hold in a private company they could no longer trade.

Acquiry analysis

What we would watch next

The FTC’s second request is the pressure point worth tracking most closely. Second requests can resolve in months or drag past a year depending on what the agency is examining, and nothing in the public record specifies the scope of this one beyond its existence. Until that closes, the 26 June 2027 ticking-fee trigger is the only hard date in the transaction, and it exists precisely because the parties expected review to run long.

State gaming approvals are typically less contentious than federal antitrust review once a buyer is a known, licensed operator, which Fertitta already is through Golden Nugget. That history should smooth, not complicate, the state-by-state process described in the closing path. The bigger open question for Caesars shareholders and for Fertitta’s lenders alike is how much the roughly $11.9bn of assumed debt constrains Fertitta Gaming Holdco’s flexibility if the review runs to the far end of what the ticking fee anticipates.

For the deal to move faster. The FTC would need to close its second request review without requiring a divestiture or a consent decree, and the remaining state gaming commissions would need to run their licensing reviews in parallel rather than in sequence.
For the deal to slip toward or past mid-2027. A protracted FTC review, a contested state licence hearing, or a financing complication tied to the assumed debt would each independently push the timeline toward the point where the ticking fee starts to bite.

Reference

Frequently asked questions

Who is taking Caesars Entertainment private?

Fertitta Gaming Holdco, LLC, the acquisition vehicle for Houston businessman Tilman Fertitta. Under the Agreement and Plan of Merger signed 27 May 2026, Empire Merger Sub, Inc. merges into Caesars Entertainment, Inc., and Caesars survives as a wholly owned subsidiary of Fertitta Gaming Holdco.

Did Caesars shareholders approve the deal?

Yes. At a special meeting on 22 September 2026 at the Eldorado Resort & Casino in Reno, Nevada, 133,313,001 shares voted for the merger, 4,276,986 voted against, and 5,687,952 abstained. Votes for represented about 65.4% of the 203,780,124 shares outstanding on the 21 August 2026 record date.

How much is the Caesars-Fertitta deal worth?

Coverage of the deal puts the total transaction value at roughly $17.6 billion, made up of about $5.7 billion of equity value plus roughly $11.9 billion of Caesars debt that Fertitta Gaming Holdco assumes. Calculating equity value directly from the disclosed share count (203,780,124) times $31.00 gives a slightly higher figure of about $6.3 billion, a normal rounding gap between reported headline figures and a precise share-count calculation.

When will the Caesars-Fertitta merger close?

No closing date has been set. The shareholder vote cleared one condition, but the merger still needs Hart-Scott-Rodino antitrust clearance from the FTC — which issued a second request extending its review around mid-September 2026 — plus separate change-of-control approvals from state gaming regulators, including in New Jersey and Pennsylvania.

What is the FTC second request and why does it matter here?

A second request is a formal demand for more information under the Hart-Scott-Rodino Act, issued when a federal antitrust regulator wants to dig deeper before a deal can close. The FTC issued one in this case around mid-September 2026, which extends the waiting period and adds regulatory risk and time to the transaction beyond the shareholder vote.

What happens to Harrah’s Philadelphia and Caesars’ other properties?

Coverage of the shareholder vote specifically notes that it covers the full Caesars portfolio, including Harrah’s Philadelphia Casino & Racetrack in Chester, Pennsylvania. Pennsylvania regulators, like those in other states where Caesars holds gaming licences, still need to approve the change of control separately from the shareholder vote before the deal can close.

Was the Caesars shareholder vote close?

No. Votes for outnumbered votes against by roughly 31 to 1 (133,313,001 versus 4,276,986), and the merger cleared the majority-of-outstanding-shares threshold with room to spare. A related advisory proposal on executive compensation tied to the merger (say-on-pay) was also approved at the same meeting.

Reference

Methodology and limitations

This analysis draws first on Caesars Entertainment’s Form 8-K reporting the results of its 22 September 2026 special meeting, filed with the SEC and republished via StockTitan and Public/PublicNow. Reporting from PlayPennsylvania and iGaming Chronicle is used for deal-value figures and regulatory context that the 8-K itself does not state, and is labelled as reported.

Every figure in this article carries a label. Disclosed means stated in Caesars’ own SEC filing. Reported means attributed to the press coverage named alongside it. Calculated means derived by Acquiry from disclosed or reported inputs, with the method shown. Illustrative means a reader-controlled input used to demonstrate a mechanism, such as the ticking-fee calculator.

The reported ~$17.6bn total value and ~$11.9bn assumed-debt figures come from secondary coverage, not from Caesars’ own filings reviewed in this research pass. Where those figures imply an equity value that differs from a direct share-count calculation, both numbers are shown rather than reconciled artificially.

Research cutoff: 30 September 2026. No closing date had been set as of that date. This article will be updated as the transaction progresses toward regulatory clearance and closing.

Independence. Acquiry was not engaged by any party to this transaction. This is independent research compiled from public sources and is not a solicitation, investment advice, or an offer to buy or sell any security. Acquiry holds no disclosed position in Caesars Entertainment, Inc. or any Fertitta entity.

Reference

Sources

Numbered to match the superscript citations. Sources marked “not independently retrieved” are cited as reported and were not verified against the original.

1
Caesars Entertainment, Inc. Reports Material Event (Form 8-K: special meeting vote results)
Caesars Entertainment, Inc. / U.S. Securities and Exchange Commission (via StockTitan) · 23 September 2026 · SEC filing
2
Caesars Entertainment, Inc. — Form 8-K, special meeting proposal results
Caesars Entertainment, Inc. / SEC EDGAR (republished via Public/PublicNow) · 23 September 2026 · SEC filing
3
Caesars Shareholders Approve Fertitta Deal, Including Harrah’s Philadelphia
PlayPennsylvania · 29 September 2026 · Press / data provider
4
Caesars’ $17.6bn Take-Private Clears Shareholders. The FTC Holds the Keys
iGaming Chronicle · 29 September 2026 · Press / data provider
5
Historical gaming and casino take-private transactions (public record)
Public record; general secondary reporting · 30 September 2026 · Press / data provider · Not independently retrieved
Used only for the comparables table (Harrah’s/Apollo–TPG 2008, Eldorado–Caesars 2020, Crown Resorts–Blackstone 2022, Endeavor–Silver Lake 2024). These are widely reported historical deal values, not independently re-verified against primary filings during this research session.
6
Acquiry Deal Intelligence calculations and assessments
Acquiry · 30 September 2026 · Acquiry calculation
All calculations use the disclosed or reported inputs named alongside them. Method shown in each figure.

Reference

Cite this report

Citation

Boyton, J. (30 September 2026). Caesars Shareholders Approve Fertitta’s $17.6bn Take-Private. Acquiry Deal Intelligence. https://www.acquiry.com/deal-intelligence/caesars-fertitta-entertainment-take-private/

BibTeX

@online{boyton2026amdworldlabs,
  author = {Boyton, Joash},
  title = {Caesars Shareholders Approve Fertitta’s $17.6bn Take-Private},
  organization = {Acquiry Deal Intelligence},
  date = {2026-09-30},
  url = {https://www.acquiry.com/deal-intelligence/caesars-fertitta-entertainment-take-private/}
}

Analyst profile

Joash Boyton

Analyst, Acquiry Deal Intelligence, Acquiry

Joash covers M&A across technology, finance and gaming for Acquiry, with a focus on deal structure and closing risk.

Research support: Acquiry Deal Intelligence.

From Acquiry

Caesars Shareholders Approve Fertitta’s $17.6bn Take-Private

A $31.00 cheque, a decisive vote, and a regulatory gauntlet still to run

The deal in five points

Key facts

The numbers behind the deal

A $31.00 cash deal, signed in May, put to a vote in September

The terms, in plain language

How decisively Caesars shareholders said yes

Inside the reverse-triangular merger

$31.00 now, or more if Fertitta is late

Reconciling the headline number with the disclosed math

Caesars has been here before

Why the FTC, not the vote, decides the timeline

What could still delay or derail the deal

Our take: a clean price, an unclean calendar

Frequently asked questions

Methodology and limitations

Sources

Cite this report

Joash Boyton

Further reading

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