Caesars Sets Shareholder Vote on Fertitta Merger

Caesars Entertainment has scheduled a special meeting of stockholders for September 22, 2026, to vote on its proposed acquisition by Fertitta Entertainment, according to the definitive merger proxy statement the company filed with the U.S. Securities and Exchange Commission on August 26, 2026.

The meeting will be held in person at 9:00 a.m. Pacific Time at the Eldorado Resort & Casino at 345 North Virginia Street in Reno, Nevada. Stockholders of record at the close of business on August 21, 2026, are entitled to vote. As of that record date, 203,780,124 shares of Caesars common stock were outstanding and entitled to vote, the filing states.

Three Proposals on the Ballot

Stockholders will consider three proposals. The first asks them to adopt the merger agreement dated May 27, 2026, under which Empire Merger Sub, Inc., a wholly owned subsidiary of Fertitta Gaming Holdco, LLC, would merge into Caesars, with Caesars surviving as a wholly owned subsidiary of the Fertitta entity. The second is a non-binding advisory vote on compensation that may be paid to Caesars’ named executive officers in connection with the transaction. The third would authorize adjournment of the meeting to solicit additional proxies if the merger proposal lacks sufficient votes.

The merger proposal requires the affirmative vote of holders of a majority of outstanding shares entitled to vote. Because the standard is based on shares outstanding rather than votes cast, the proxy states that failing to vote or abstaining has the same effect as voting against the merger. The compensation and adjournment proposals each require a majority of votes cast. The board recommends a vote in favor of all three proposals.

Terms of the Merger

If the merger is completed, each eligible Caesars share will convert into the right to receive $31.00 in cash. If closing has not occurred by June 26, 2027, the per-share consideration increases by $0.007150 for each day from the first calendar day of the following month until the day before closing, without interest and subject to applicable withholding taxes.

Caesars announced the definitive agreement on May 28, 2026, describing an all-cash transaction valued at approximately $17.6 billion, including the assumption of approximately $11.9 billion of Caesars’ outstanding debt. The company said the $31.00 price represented a 49% premium to its unaffected share price as of February 25, 2026, the last trading day before rumors of a potential transaction. The proxy statement, which references a Financial Times report published after that date, calculates the premium at approximately 49.25% over the unaffected closing price and 46.02% over the 30-day volume-weighted average price.

PJT Partners served as financial advisor to Caesars and delivered a written opinion dated May 27, 2026, that the merger consideration was fair to stockholders from a financial point of view, according to the proxy. If the merger is completed, Caesars shares will be delisted from NASDAQ and deregistered under federal securities law, the filing states.

Carano Family Commits Shares

Recreational Enterprises, Inc., which beneficially owned 8,604,325 shares, approximately 4.2% of outstanding Caesars common stock as of August 14, 2026, entered into a voting and support agreement with the Fertitta entity on May 27, 2026. Under that agreement, the Carano family entity committed to vote all of its shares in favor of the transaction. The May announcement also stated that the Carano family agreed to roll a portion of its equity interests into Fertitta Entertainment.

Regulatory and Financing Status

The companies filed antitrust notification with the Federal Trade Commission and the Department of Justice on July 13, 2026, and Fertitta refiled its notification on August 13, 2026 following discussions with the FTC. The applicable waiting period expires September 14, 2026, unless extended by a request for additional information, the proxy states. Gaming regulatory approvals also remain conditions to closing.

The transaction carries no financing condition. Committed debt financing includes a $2.0 billion revolving credit facility, a $500 million term loan A-1 facility, a $1.675 billion term loan B-2 facility, a $750 million 364-day bridge loan, and a $1.675 billion bridge-to-bond facility. An equity contribution of not less than $2.7 billion, including rolled management and Fertitta-held interests, is required under the debt commitment letter. The May announcement said the debt financing was arranged by a group of 10 banks.

Termination Terms

The merger agreement may be terminated by either party if the deal has not closed by May 27, 2027, with automatic extensions to August 27, 2027, and then November 27, 2027, if regulatory conditions remain unsatisfied. Caesars would owe a $200 million termination fee in specified circumstances, reduced to $100 million in certain cases tied to the go-shop period that ran through July 11, 2026. Fertitta would owe a $450 million reverse termination fee if the deal fails under specified regulatory-related conditions.

Stockholders who do not wish to accept the merger consideration may seek appraisal of their shares in the Delaware Court of Chancery under Delaware law, the proxy states.