LAS VEGAS & RENO, Nevada—Caesars Entertainment, Inc. announced that it entered into a definitive agreement to be acquired by Fertitta Entertainment, Inc. in an all-cash transaction valued at approximately $17.6 billion, including the assumption of approximately $11.9 billion of Caesars’ outstanding debt.
Under the terms of the agreement, Caesars shareholders will receive $31.00 in cash for each outstanding Caesars share. The consideration represents a 49 percent premium over Caesars’ unaffected share price as of February 25, 2026 (the last trading day before rumors of a potential transaction) and a 46 percent premium over the unaffected 30-day Volume-Weighted Average Price (“VWAP”) as of the same date.
The board of directors of Caesars Entertainment approved the transaction and recommended that Caesars shareholders adopt and approve the merger agreement. The board, after detailed consideration with the assistance of its outside financial and legal advisors, determined that the immediate cash premium offered by this transaction is compelling for Caesars shareholders, and its approval of this transaction underscores its commitment to drive and deliver value for shareholders.
The combined company will offer guests an even broader array of destinations and experiences, all connected by the Caesars Rewards loyalty network. On a combined basis, guests will enjoy access to an expansive suite of diversified offerings—60 casino resorts and gaming facilities, online gaming including sports betting, iCasino, and Poker through Caesars’ digital platform, retail sports betting at over 200 third-party locations through the William Hill brand, and over 600 Fertitta Entertainment outlets, including Landry’s full-service restaurants, plus multiple amusement, entertainment and aquarium venues.
Transaction Details
The proposed transaction is not subject to a financing condition. The transaction will be financed through a combination of equity contributed by Fertitta Entertainment, assumed Caesars’ debt, and new committed debt financing arranged by a group consisting of 10 banks.
The transaction is subject to the approval of Caesars Entertainment shareholders and the satisfaction of customary closing conditions, including applicable regulatory approvals. In addition, the Carano family, which owns approximately 5 percent of the outstanding shares of Caesars Entertainment common stock, has agreed to roll a portion of their equity interests into Fertitta Entertainment. Upon completion of the transaction, shares of Caesars Entertainment common stock will no longer be listed on NASDAQ.
The agreement includes a “go-shop” period through July 11, 2026, during which time Caesars and its financial and legal advisors may solicit, consider, and negotiate alternative acquisition proposals from third parties. Prior to a vote of the shareholders of Caesars, the Caesars Board of Directors will have the right to cause the company to terminate the agreement to enter into an alternative transaction providing for a superior proposal, subject to the terms and conditions of the definitive agreement.
There can be no assurance that this process will or will not result in a superior proposal. Caesars does not intend to disclose updates on this process unless and until it determines that such disclosure is appropriate or required.
