Caesars Entertainment shareholders have approved the $17.6 billion sale to Fertitta Entertainment, including debt. Tilman Fertitta secured majority backing, but the transaction still requires regulatory clearance.
The vote took place Tuesday at a special meeting held at Eldorado Resort & Casino in Reno. 133,313,001 shares voted in favour, 4,276,986 against, and 5,687,952 abstained. The deal won approval from 65.4% of outstanding Caesars shares.
Under the terms announced in May, shareholders will receive $31 in cash per share. Caesars values this as a 49% premium to the share price on February 25, 2026, before rumours of a possible sale emerged. Of the total deal value, $11.9 billion is Caesars debt that transfers to the buyer. If the transaction does not close by June 26, 2027, shareholders will receive an additional $0.007150 per share for each day of delay.
Once complete, Caesars will become a private company under Fertitta Gaming Holdco LLC and delist from Nasdaq. The Federal Trade Commission requested additional documents from both parties in September as part of an antitrust review. The antitrust waiting period has been extended by 30 days following submission of the requested information, unless terminated or extended earlier.
Caesars and Fertitta said they will continue working with the FTC. Closing depends on satisfying all regulatory and contractual conditions. The deal ranks among the largest casino-industry transactions in recent years.
