Fertitta Entertainment has announced that the company has agreed to acquire Caesars Entertainment in an all-cash transaction valued at $17.6 billion, including $11.9 billion of Caesars’ outstanding debt.
The deal is subject to Caesars’ shareholders’ approval, but its board of directors has already approved the transaction and recommended that shareholders adopt the merger agreement.
In a press release, Caesars said 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.”
Fertitta has agreed to pay $31 per share, slightly below the $32-$34 range touted last month. It is, however, still considerably higher than the current trading price of $28.72. The company’s price was down to $18.14 in February.
Carl Icahn, the billionaire owner of Icahn Enterprises, had also been reportedly considering a bid for Caesars, but that appears not to have come to fruition.
Dominating Vegas
By absorbing Caesars, Tilman Fertitta, the owner of Fertitta Entertainment, is betting heavily on the gambling industry at a time when stocks have been in decline.
Fertitta owns Landry’s, one of the largest restaurant corporations in the country, as well as the Houston Rockets.
In gaming, it operates the Golden Nugget Hotel and Casinos brand, with several locations across the U.S., including Las Vegas, Laughlin, Atlantic City, Biloxi, Lake Charles, and Lake Tahoe.
In addition, Fertitta is the largest shareholder in Wynn Resorts, although he has vowed not to get involved with the company’s operations.
In adding Caesars to his portfolio, he will dominate the Vegas strip, acquiring Caesars Palace, Planet Hollywood, Harrah’s, The Paris, and The Flamingo. In addition, Caesars has over 50 casinos nationwide.
The announcement follows Caesars’ taking over Westgate Superbook last month, which would also become part of Fertitta Entertainment if the transaction goes through.
FTC Could Force Sale Of Assets
The Federal Trade Commission (FTC) may object to what could be seen as a threat to competition. The FTC required Eldorado and Caesars to divest assets before allowing Eldorado to complete the acquisition of Caesars in 2020.
At that time, the FTC said that the proposed acquisition would harm competition for casino services in the South Lake Tahoe, Bossier City-Shreveport, and Kansas City local markets.
Before approving the deal, the agency forced Eldorado to sell the MontBleu Resort Casino and Spa in Lake Tahoe and the Eldorado Casino Resort in the Bossier City-Shreveport area.
Given Fertitta’s already strong interest in casinos in Nevada and elsewhere, a similar agreement may have to be reached.
Digital Arm Also Growing
Fertitta would also acquire Caesars’ growing online sector. Caesars Digital increased revenue 38.7% from $302 million in Q4 2024 to a record high of $412 million in Q4 2025.
Fertitta previously launched Golden Nugget Online Gaming (GNOG), which DraftKings acquired for $1.56 billion in 2022. As part of the sale, Fertitta became one of DraftKings’ largest individual shareholders and took a seat on their board of directors.
However, after becoming the US Ambassador to Italy, he has stepped back from that role and from other involvements in the day-to-day running of Fertitta Entertainment and his other ventures.
Fertitta Has Only “Passive Interest” In Business
When appointed last March, he said that he would retain only “a passive interest” in the businesses. he added, “I will receive only passive investment income. With regard to each of these entities, I will not participate personally and substantially in any particular matter that to my knowledge has a direct and predicable effect on the financial interests of the entity or its underlying holdings”.
In addition to the potential acquisition of Caesars, Fertitta acquired the Connecticut Sun for $300 million last year, a WNBA franchise record price.
The team will relocate to Houston next year as the Comets, further cementing Fertitta’s interest in Texas. Together with the acquisition of Caesars, this could pave the way for a push for a Texas casino.
Las Vegas Sands has been lobbying hard to legalize casinos in Texas, and if successful, it looks highly likely that Fertitta would also seize the opportunity to develop a resort in the state.
Although subject to shareholder and regulatory approval, the proposed acquisition 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.
