Caesars Entertainment has scheduled a shareholder vote for September 22 on Tilman Fertitta's $17.6 billion takeover offer. The special meeting will be held at the Eldorado Resort & Casino in Reno. Shareholders will decide on an all-cash proposal of $31 per share that would take the company private.
Approval requires a majority of the 203.8 million outstanding shares. Caesars' board recommends the deal. The Carano family, holding 8.6 million shares (4.2% of equity) through Recreational Enterprises, has committed to vote in favour. Caesars operates more than 50 casino resorts across 16 states, including eight properties on the Las Vegas Strip.
Fertitta — a Texas businessman now serving as U.S. ambassador to Italy and San Marino — controls Fertitta Entertainment: the Landry's restaurant chain, the Houston Rockets, Golden Nugget casinos, and a double-digit stake in Wynn Resorts. The acquisition is structured through a newly formed entity, Fertitta Gaming Holdco. If completed, Fertitta would own four of Atlantic City's nine casinos, a concentration likely to draw regulatory scrutiny. Licensing is expected to take nine to ten months.
The proxy filing details bidding between Fertitta and activist Carl Icahn. Icahn opened in January at $28.50 per share, Fertitta at $28.75. Both raised bids to $32, but Icahn withdrew in February. Fertitta then lowered his offer to $31 due to higher financing costs; Caesars pushed for $31.25 but settled at $31. Icahn returned on July 10 with $34 per share, but Caesars rejected the bid: excessive debt load ($6.5 billion in new borrowing), insufficient liquidity, and financing uncertainty created risks for gaming licence approval. The Carano family refused to participate in Icahn's proposed restructuring.
Fertitta's financing includes $6.6 billion in credit facilities and at least $2.7 billion in equity. There is no financing condition — he cannot walk away over funding issues. If regulators block the deal, Fertitta will pay a $450 million termination fee. The closing deadline is May 27, 2027, with a possible extension to November 27, 2027. After June 26, 2027, shareholders will receive $0.00715 per share daily until completion.
