Caesars shareholders approve Fertitta's $17.6B merger as FTC review proceeds

CZR shareholders voted on September 23 to approve Fertitta Entertainment's all-cash offer of $31 per share for Caesars Entertainment, a transaction valued at $17.6 billion including about $11.9 billion of Caesars debt. According to CDC Gaming, 133,313,001 shares, or 65.4% of those outstanding, voted in favor, against 4,276,986 votes opposed and 5,697,952 abstentions. Yogonet reported that the price represents a 49% premium to Caesars' unaffected share price on February 25, 2026.

The vote clears one hurdle, but regulators still have to sign off. The Federal Trade Commission has issued a Second Request for additional information, which extends the federal antitrust waiting period until 30 days after both companies substantially comply. The merger agreement includes a ticking fee of $0.007150 per share per day if the deal does not close by June 26, 2027, which gives Fertitta a financial incentive to move the review along.

The deal would take Caesars private as a subsidiary of Fertitta's company, which would take on about $12 billion in debt. Caesars employs more than 50,000 people, and local coverage was mixed on what the change means for them: analysts flagged the debt load as raising the possibility of job losses, while the Culinary Union said it expects a positive relationship going forward. Fertitta separately holds a 12.3% stake in WYNN, according to CDC Gaming.

What to watch: the pace of the FTC review and any remedies it demands, state gaming-regulator approvals, and how Fertitta plans to service the debt the combined company will carry.