Caesars Entertainment has scheduled a special shareholder meeting for 22 September 2026 in Reno, Nevada, to vote on the Fertitta Gaming Holdco acquisition.
The board approved the deal in May. Tilman Fertitta is offering to take the company private for $17.6bn — $31 per share in cash, a 49% premium to the 25 February 2026 price. The total includes $5.7bn in equity and $11.9bn of Caesars debt. After closing, Caesars will become a subsidiary of Fertitta Gaming Holdco.
Fertitta's bid came in below Carl Icahn's competing offer of $34 per share. Icahn began building a stake in May 2024. In March 2025 the parties reached a settlement: two board seats in exchange for dropping the takeover effort and capping his stake at 5%. Icahn submitted a formal offer in January 2026; Fertitta followed a week later. The board chose Fertitta.
The merger agreement includes termination fees of $200m payable by Caesars and $450m by Fertitta. If the deal does not close by 26 June 2027, shareholders will receive a ticking fee of $0.00715 per share daily from 1 July 2027.
Approval requires a majority of all voting shares. Abstentions count as votes against. Shareholders of record as of 21 August 2026 are eligible to vote. Proxy materials were mailed on 26 August. SEC and state regulatory approvals are still pending.
