Fertitta Entertainment, Inc. announced that it 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 percent premium over Caesars’ unaffected share price as of February 25, 2026 (the last trading day before rumors of a potential transaction) and a 46 percent premium over the unaffected 30-day Volume-Weighted Average Price (“VWAP”) as of the same date.
A Transformational Combination of Two World-Class Companies: 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 is one of the leading casino entertainment companies in the United States. It’s an iconic brand with a significant presence of eight locations on the Las Vegas Strip: Caesars Palace, Harrah’s, Paris Las Vegas, Planet Hollywood, Horseshoe, The LINQ Hotel, Flamingo, and 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 market-leading hospitality and entertainment businesses, including Golden Nugget Hotels & Casinos and Landry’s, one of the largest and most diversified restaurant and hospitality companies in America.
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.
A Preeminent Guest Experience Across Gaming, Hospitality, and Dining: The combination of Caesars and Fertitta Entertainment brings together two iconic and highly complementary platforms, delivering guests an unmatched suite of gaming, entertainment and restaurant brands under one roof. On a combined basis, guests will enjoy access to an extraordinarily diversified array of offerings, including 60 domestic casino resorts and gaming facilities, spanning 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 spanning some of America’s most beloved dining brands located coast to coast.
Building the Most Powerful Loyalty Ecosystem in Hospitality: By combining our best-in-class loyalty programs, Caesars Rewards, Golden Nugget’s 24 Karat Select Club and Landry’s Select Club, Fertitta Entertainment is building what they believe will be an industry leading loyalty ecosystem in the hospitality industry. From prime locations along the Las Vegas Strip to their footprint in smaller regional markets, members will enjoy significant access and rewards across their expanded network of casinos, signature hotels, award-winning restaurants and premier entertainment, all through one seamless experience. Together, they are setting a new standard for what a loyalty-driven, hospitality-first company can be.
Leadership Continuity and Operational Excellence: The leadership teams of both companies are all expected to remain in their current roles and continue to lead the combined companies’ operations. This continuity reflects their confidence in the leadership teams that have built both companies into the premier casino, entertainment, hospitality and restaurant companies they are today and their commitment to preserving the operational momentum and guest-focused culture they both have cultivated.
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. 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. Prior to 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. There can be no assurance that this process will or will not result in a superior proposal. Caesars does not intend to disclose updates on this process unless and until it determines that such disclosure is appropriate or required.
Advisors: 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.
