Caesars Takeover Should Close by June, Here's What It Means for Vegas Visitors

^{Billionaire Tilman Fertitta’s bid to take Caesars private was approved. The deal should close sometime next year. (Photo: Ken Howard / Alamy)}

LAS VEGAS – This week, Caesars shareholders voted to approve Tilman Fertitta's takeover offer made in May. The special meeting was held at the Eldorado Resort and Casino in Reno, a Caesars-operated property.

According to a filing by Caesars with the Securities and Exchange Commission, shareholders cast 133,313,001 votes in favor, 4,276,986 against, and 5,687,952 abstentions. The votes in favor represented about 65.4% of Caesars' outstanding shares.

Tilman Fertitta is the billionaire who owns Golden Nugget casinos in Las Vegas, Lake Charles, Louisiana, Biloxi, Mississippi, and Atlantic City. He also owns Landry's Restaurants, the Houston Rockets, and much more.

Fertitta also owned and controlled the Golden Nugget's online casino that operates in Michigan, Pennsylvania, New Jersey,  and West Virginia up until it was bought by Draftkings in 2022. 

The outcome was expected because the Federal Trade Commission is reviewing the only other bid from investor Carl Icahn, which was rebuffed last month. Two board members who supported the Icahn deal stepped down last week. Now that the vote is done, it's time to move forward.

When the deal becomes official, Fertitta will take Caesars private, ending nearly 15 years as a publicly traded company. Caesars and Golden Nugget will operate as private sister companies under Fertitta Entertainment Inc.

Why Regulatory Approvals Matter to You?

It will take months to secure regulatory approvals around the country, so don't expect many changes right away. Executives estimate the deal will close in eight or nine months, and Fertitta has an incentive to get it done quickly. According to the Caesars filing, a "ticking fee" kicks in if the deal isn't closed by June 27, 2027. In other words, the price of the deal will increase every day after that date.

In addition to local gaming regulators, federal regulators will determine whether any antitrust issues need to be addressed.

Gaming regulations aren't the most fun topic for anyone who visits casinos to have a good time and forget about the outside world for a while. However, they could affect future visits to Las Vegas, Atlantic City, or other markets where Golden Nugget and Caesars have casinos.

This also ties into the money involved. While the deal is valued at about $17.6 billion, 67% of that (about $11.9 billion) is debt that must be repaid. Fertitta is "only" paying $5.7 billion for the casinos.

The debt must be paid to make this a profitable venture for the billionaire, who can usually turn businesses around when he makes a deal. This will likely impact which casinos remain part of the combined company.

What’s Next?

Gaming commissions around the country may decide that the new Fertitta Entertainment owns too many casinos in certain markets, which could force the company to sell some properties. Selling casinos could help Fertitta pay down some of the nearly $12 billion in assumed debt, a key to making the new company profitable.

When the deal is completed, the Caesars Rewards and Golden Nugget 24K Select programs will merge. Golden Nugget members will have access to rewards at more casinos, and Caesars members should have new properties to visit with new offers.

If regulators require the company to sell some properties, guests would have fewer Caesars Rewards options when visiting different parts of the Silver State.

The combined company will own nine casinos in Las Vegas, three of four casinos in the Reno area, and three of the eight in Laughlin. When Eldorado merged with Caesars in 2020, it had to sell one of its northern Nevada casinos before receiving approval. No other Nevada markets were affected.

Similarly, the company will own four of the nine casinos in Atlantic City. Caesars had to sell Bally's before winning approval for the previous merger. The combined company might also face conflicts in Biloxi, Mississippi, and Lake Charles, Louisiana.

While the rewards programs could merge right away, major changes to tier statuses, earning rewards, and more will likely come down the line.

MGM Resorts Deal is Off

People Inc. initially made an $18 billion offer to take MGM Resorts private earlier this year. After months of negotiating, the company officially withdrew its offer a day after Caesars shareholders voted to move forward with the Fertitta takeover.

“We didn't feel the mix was coming together in the way we had hoped and have decided not to pursue taking the company private at this time,” said Barry Diller, chairman and senior executive of People Inc.

Diller added that People is “interested in the possibility of a strategic transaction with MGM Resorts and looks forward to considering a range of alternatives.”

MGM Resorts executives formed a committee to review the offer, which never went to shareholders, unlike the Caesars deal.

“The Board remains excited to continue to lead MGM Resorts as a standalone company,” Paul Salem, chairman of the MGM Resorts board, said in a press release. “Our leading position in Las Vegas, our best-in-class regional properties, and BetMGM's continued momentum highlight the value we bring to our shareholders. In addition, our international portfolio of MGM China and the significant opportunity ahead with MGM Osaka support a clear path to increasing shareholder value.”

MGM will remain a publicly traded, standalone company and should have more information to share at the upcoming Global Gaming Expo, when MGM CEO and President Bill Hornbuckle is scheduled to speak at one of the keynote events. He will likely offer more insight on the decision during the next earnings call in a month or so.