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.
The Board of Directors of Caesars Entertainment has approved the transaction and recommends that Caesars shareholders adopt and approve the merger agreement. The Board, after detailed consideration with the assistance of its outside financial and legal advisors, determined that the immediate cash premium offered by this transaction is compelling for Caesars shareholders, and its approval of this transaction underscores its commitment to drive and deliver value for shareholders.
As part of the transaction, Caesars Entertainment Chief Executive Officer Tom Reeg; Chief Financial Officer Bret Yunker; President and Chief Operating Officer Anthony Carano; as well as other members of the corporate management team and property-level management and personnel are expected to remain in their roles and continue to lead the Caesars Entertainment operations at the combined company.
The combination of Caesars and Fertitta Entertainment will have a portfolio of 60 casino resorts and gaming facilities and more than 600 Fertitta Entertainment outlets, including Landry’s full-service restaurants as well as multiple amusement, entertainment and aquarium venues.
Transaction Details
The proposed transaction 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.
The transaction is subject to the approval of Caesars Entertainment shareholders and the satisfaction of customary closing conditions, including applicable regulatory approvals.
The agreement includes a “go-shop” period through July 11, during which time Caesars and its financial and legal advisors may solicit, consider and negotiate alternative acquisition proposals from third parties. Before a vote of the shareholders of Caesars, the Caesars Board of Directors will have the right to cause the company to terminate the agreement to enter into an alternative transaction providing for a superior proposal, subject to the terms and conditions of the definitive agreement. Caesars does not intend to disclose updates on this process unless and until it determines that such disclosure is appropriate or required.
Advisors
PJT Partners is serving as exclusive financial advisor, Latham & Watkins LLP is serving as legal counsel, and Skadden, Arps, Slate, Meagher & Flom is serving as antitrust counsel to Caesars Entertainment. Freshfields is serving as counsel to the Carano family. Morgan Stanley & Co. and Goldman Sachs & Co. are serving as financial advisors and White & Case is serving as legal counsel to Fertitta Entertainment.