HOUSTON, LAS VEGAS AND RENO, NEV. — Fertitta Entertainment Inc., a private holding company controlled by the NBA’s Houston Rockets governor (i.e. owner) Tilman Fertitta, has entered into a definitive agreement to acquire casino and gaming giant Caesars Entertainment (NASDAQ: CZR) for $17.6 billion.
Fertitta Entertainment plans to finance the acquisition through a combination of equity, assumed Caesars’ outstanding debt (approximately $11.9 billion) and new committed debt financing arranged by a consortium of 10 banks.
Under terms of the agreement, Caesars shareholders will receive $31 in cash for each outstanding share, which represents a 49 percent premium to the company’s unaffected stock price on Feb. 25 (the last trading day before rumors of a potential transaction were reported) — $20.77 per share. Upon completion of the transaction, shares of Caesars Entertainment common stock will no longer be listed on the NASDAQ stock exchange.
Caesars operates several major Las Vegas Strip properties, such as Caesars Palace, Harrah’s, Paris Las Vegas, Planet Hollywood, Horseshoe, The LINQ Hotel, Flamingo and The Cromwell.
Fertitta Entertainment owns Golden Nugget Hotels & Casinos and operates more than 450 full-service restaurants around the world, including Landry’s, Rainforest Café and Morton’s.
According to the press releases issued by both companies, the combined company would include 60 domestic casino resorts and gaming facilities; online gaming platforms featuring sports betting, iCasino and poker; more than 200 retail sports betting locations through the William Hill brand; and more than 550 national Fertitta Entertainment outlets.
The companies also stated that the merger would combine Caesars Rewards, Golden Nugget’s 24 Karat Select Club and Landry’s Select Club into a “larger hospitality and loyalty ecosystem.”
The leadership teams of both companies are all expected to remain in their current roles and continue to lead the combined companies’ operations.
PJT Partners is serving as exclusive financial advisor to Caesars Entertainment, while Latham & Watkins LLP is serving as legal counsel and Skadden, Arps, Slate, Meagher & Flom LLP is serving as antitrust counsel.
Freshfields is serving as counsel to the Carano family, founder of Eldorado Resorts, which merged with Caesars in 2019.
Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC are serving as financial advisors to Fertitta Entertainment, and White & Case LLP is serving as the company’s legal counsel.
The board of directors for Caesars has approved the transaction, which is subject to shareholder approval. The agreement includes a “go shop” period through July 11 where Caesars can solicit, consider and negotiate alternative acquisition proposals from third parties.
— Abby Cox