Fertitta Entertainment Inc. has entered into a definitive agreement to acquire Caesars Entertainment Inc. 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’ shareholders will receive $31.00 in cash for each outstanding Caesars’ share. The consideration represents a 49% premium over Caesars’ unaffected share price as of February 25, 2026 (the last trading day before rumors of a potential transaction).
Fertitta Entertainment’s agreement to acquire Caesars Entertainment brings together two of the world’s premier hospitality and gaming companies, each with deep roots in exceptional guest experiences and industry-leading loyalty programs. Caesars ha eight locations on the Las Vegas Strip: Caesars Palace, Harrah’s, Paris Las Vegas, Planet Hollywood, Horseshoe, The Linq Hotel, Flamingo and The Vanderpump Hotel (formerly The Cromwell), and one of the most recognized loyalty programs in the industry.
Fertitta Entertainment brings a proven operating model and a decades-long track record of successfully integrating and growing hospitality and entertainment businesses, including Golden Nugget Hotels & Casinos and Landry’s.
Fertitta Entertainment, alongside Caesars Entertainment, will create a combined company committed to dynamic offerings and unmatched customer loyalty. One built on a shared commitment to operational excellence, world-class customer service, and disciplined growth. On a combined basis, guests will enjoy access to including 60 domestic casino resorts and gaming facilities, including premier Las Vegas Strip destinations and regional markets across the country; online gaming including sports betting, iCasino and Poker, through Caesars’ industry-leading digital platform; retail sports betting at over 200 third-party locations through the William Hill brand; and over 550 Fertitta Entertainment outlets, including more than 450 Landry’s full-service restaurants.
The leadership teams of both companies are all expected to remain in their current roles and continue to lead the combined companies’ operations. 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. Upon completion of the transaction, shares of Caesars Entertainment common stock will no longer be listed on NASDAQ.
The agreement includes a “go-shop” period through approximately July 11, 2026, during which time Caesars and its financial and legal advisors may solicit, consider and negotiate alternative acquisition proposals from third parties.
Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC are serving as financial advisors to Fertitta Entertainment and White & Case LLP is serving as legal counsel to Fertitta Entertainment. PJT Partners is serving as exclusive financial advisor, Latham & Watkins LLP is serving as legal counsel, and Skadden, Arps, Slate, Meagher & Flom LLP is serving as antitrust counsel to Caesars Entertainment.
