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Caesars Entertainment has agreed to sell to Fertitta Entertainment in a $17.6 billion all cash transaction. The deal includes $11.9 billion in debt, Caesars casino properties, and the operator online and retail sportsbook business.
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Tilman Fertitta now has a deal for one of the best known casino groups in the U.S. Fertitta Entertainment, already tied to Golden Nugget, the Houston Rockets, and several restaurant chains, will take Caesars private if shareholders and regulators approve the transaction.
The $31 per share offer gives Caesars investors a 49% premium to the unaffected share price from Feb. 25. The Carano family, which owns about 5% of Caesars shares, will roll over part of its stake.
Caesars brings Fertitta Entertainment a large U.S. casino base, a Las Vegas Strip name, and a national digital gambling business. The company operates 53 hotel casino properties, while Caesars Sportsbook offers mobile wagering in more than 20 U.S. states.
The digital side also gives Fertitta more than land based scale. Caesars online sportsbook and iGaming products will sit alongside the Golden Nugget digital platform, giving the buyer a larger online gambling footprint in U.S. sports betting and online casino markets.
Caesars said current leadership will remain after the deal closes. CEO Tom Reeg, CFO Bret Yunker, president and COO Anthony Carano, and other senior executives are expected to keep their roles.
The companies had explored a tie-up before. Talks reportedly took place in February, while a possible merger also came up in 2018.
Caesars framed the sale as a direct cash win for investors after a long share price slide. Caesars stock rose about 1.5% on Thursday morning after the agreement came out, although the shares have lost nearly 70% over the past five years.
“The Board of Directors of Caesars Entertainment has approved the transaction and recommends that Caesars shareholders adopt and approve the merger agreement,” the selling company stated. “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.”
After completion, Caesars common stock will no longer trade on the NASDAQ. The companies said the combined network will include 60 casino resorts through Caesars Rewards, giving guests more destinations across the enlarged casino and hospitality group.
“Together, Caesars and Fertitta Entertainment have a shared commitment to operational excellence, customer service, and disciplined growth, with employees and guests remaining at the heart of the business,” Caesars said in its release.