Caesars Vote Clears Shareholder Hurdle for $17.6B Fertitta Deal
Caesars Entertainment shareholders have approved Fertitta Entertainment’s proposed $17.6 billion takeover, clearing the deal’s shareholder condition. The September 22 vote gave the merger 133,313,001 votes in favor, equal to 65.4% of all Caesars shares outstanding on the August 21 record date.
Caesars disclosed the certified results in its September 23 Form 8-K. Another 4,276,986 shares were voted against the merger and 5,687,952 were recorded as abstentions. There were no broker non-votes.
Vote Cleared the Minimum by 31.4M Shares
Approval required a majority of all outstanding shares, not just those represented at the meeting. Caesars’ proxy statement required approval from holders of a majority of all outstanding shares entitled to vote.
There were 203,780,124 shares outstanding on the record date. That put the minimum needed for approval at 101,890,063 votes.
By 15M’s calculation, the 133,313,001 votes in favor were 31,422,938 above that threshold, or about 30.8% more than the minimum required.
Holders of 143,277,939 shares were represented at the meeting, equal to 70.3% of Caesars’ outstanding stock. The merger vote broke down as follows:
- 133,313,001 shares voted in favor;
- 4,276,986 voted against;
- 5,687,952 abstained.
The votes in favor accounted for about 93.0% of all shares represented.
Shareholders also approved the separate merger-related compensation proposal on a non-binding basis, with 127,682,915 votes for, 9,485,566 against and 6,109,458 abstentions.
A planned adjournment proposal was not put to a vote. Caesars said it became moot because enough votes had already been received to approve the merger.
$31 Cash Price Remains Unchanged
The transaction would pay $31 in cash for each eligible Caesars share. Caesars valued the deal at about $17.6 billion when it was announced, including approximately $11.9 billion of debt to be assumed.
The merger agreement also includes a ticking fee if closing is delayed. If the transaction has not completed by June 26, 2027, eligible shareholders would receive an extra $0.007150 per share for each applicable day starting in the following month and running through the day before closing.
If completed, Caesars would become a wholly owned subsidiary of Fertitta Gaming Holdco and its shares would no longer trade on Nasdaq.
FTC Review Is Still Running
The shareholder vote removes one closing condition, but it does not finish the transaction. 15M reported on September 18 that Caesars and Fertitta each received a Federal Trade Commission Second Request on September 14. That extended the Hart-Scott-Rodino waiting period until 30 days after both sides substantially comply, unless the period is extended or ended earlier.
Caesars’ filings do not say the FTC has challenged or moved to block the acquisition. Regulatory approvals and other closing conditions still have to be satisfied before the deal can close.