Caesars Entertainment to Be Acquired by Fertitta Entertainment in $17.6 Billion All-Cash Deal

Caesars Entertainment has entered into a definitive agreement to be acquired by Fertitta Entertainment 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 Entertainment shareholders will receive $31.00 in cash for each outstanding share, representing a 49% premium over Caesars’ unaffected share price as of February 25, 2026, and a 46% premium over the unaffected 30-day volume-weighted average price as of the same date. The Caesars Entertainment Board of Directors has approved the transaction and recommends that shareholders adopt and approve the merger agreement.

The transaction is not subject to a financing condition and will be financed through a combination of equity contributed by Fertitta Entertainment, assumed Caesars’ debt, and new committed debt financing arranged by a group of 10 banks. Completion of the transaction is subject to approval by Caesars Entertainment shareholders and customary closing conditions, including regulatory approvals.

The Carano family, which owns approximately 5% of Caesars Entertainment common stock, has agreed to roll a portion of their equity interests into Fertitta Entertainment. Upon completion, Caesars Entertainment common stock will no longer be listed on NASDAQ.

The agreement includes a “go-shop” period through July 11, 2026, during which Caesars and its advisors may solicit, consider, and negotiate alternative acquisition proposals from third parties. Before a shareholder vote, the Caesars Board of Directors may terminate the agreement to enter into a superior proposal, subject to the terms and conditions of the definitive agreement.

The combined company will operate 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 more than 600 Fertitta Entertainment outlets, including Landry’s full-service restaurants, as well as amusement, entertainment, and aquarium venues.

Caesars Entertainment Chief Executive Officer Tom Reeg, Chief Financial Officer Bret Yunker, President and Chief Operating Officer Anthony Carano, and other members of the corporate management team, property-level management, and personnel are expected to remain in their roles and continue to lead Caesars Entertainment operations at the combined company.

PJT Partners is serving as exclusive financial advisor, Latham & Watkins LLP as legal counsel, and Skadden, Arps, Slate, Meagher & Flom LLP as antitrust counsel to Caesars Entertainment. Freshfields is counsel to the Carano family. Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC are financial advisors and White & Case LLP is legal counsel to Fertitta Entertainment.