Caesars Entertainment shareholders voted Tuesday to approve the merger with Fertitta Entertainment, with 65% backing the $17.6bn take-private deal announced in May. The vote at Eldorado Resort Casino in Reno, Nevada, clears a key hurdle before closing.
Under the agreement, the Carano family from Eldorado will retain a stake and the management team stays in place. The transaction came out of a bidding contest between Fertitta and Carl Icahn, who previously controlled Caesars and orchestrated its sale to Eldorado Resorts in 2020.
The deal still requires clearance from the Federal Trade Commission. Fertitta and Caesars filed in July, but on 14 September the FTC issued a second request for information, extending the review by another 30 days. The nature of the request has not been disclosed.
Asset sales are likely. Caesars and Fertitta's Golden Nugget brand compete in six US markets, three of them in Nevada: Las Vegas, Lake Tahoe and Laughlin. When the FTC approved the Caesars-Eldorado deal, Eldorado had to divest properties in Lake Tahoe, Bossier City and Kansas City.
Financing presents another obstacle. Fertitta committed to raise $6.6bn in debt, split between a $2bn revolving credit facility and $4.6bn in term loans. In July the company told Nevada regulators it was waiting for better capital-market conditions, but the Federal Reserve has raised rates this month for the first time in three years.
Caesars shares closed Wednesday at $29.61, down 0.03%. Fertitta's offer of $31 per share represents a 49% premium to the February price.
