Fertitta Entertainment announced a definitive agreement to acquire Caesars Entertainment in an all-cash transaction valued at approximately $17.6 billion, including the assumption of about $11.9 billion in Caesars’ outstanding debt.
Under the terms of the agreement, Caesars shareholders will receive $31.00 in cash for each outstanding share, representing a 49% premium over Caesars’ unaffected share price as of February 25, 2026, and a 46% premium over the company’s unaffected 30-day volume-weighted average price as of the same date.
The transaction combines two major hospitality and gaming companies, bringing together Caesars’ casino and loyalty operations with Fertitta Entertainment’s portfolio of gaming, restaurant, hospitality, and entertainment assets, including Golden Nugget Hotels & Casinos and Landry’s restaurant brands.
The combined business is expected to include 60 domestic casino resorts and gaming facilities, Caesars’ online gaming and sports betting operations, more than 200 retail sports betting locations through the William Hill brand, and over 550 Fertitta Entertainment outlets, including more than 450 Landry’s full-service restaurants across the United States.
The companies said the merger will create an expanded loyalty ecosystem by combining Caesars Rewards, Golden Nugget’s 24 Karat Select Club, and Landry’s Select Club into a unified platform spanning casinos, hotels, restaurants, and entertainment properties.
The leadership teams of both companies are expected to remain in their current roles following the closing of the transaction.
The proposed acquisition is not subject to a financing condition and will be funded through a combination of equity contributed by Fertitta Entertainment, assumed Caesars debt, and new committed debt financing arranged by a consortium of 10 banks.
The transaction remains subject to Caesars shareholder approval and customary regulatory approvals. Upon completion, Caesars Entertainment shares will no longer trade on Nasdaq.
The agreement also includes a “go-shop” period running through approximately July 11, 2026, allowing Caesars and its advisors to solicit and evaluate alternative acquisition proposals.
Support: Morgan Stanley and Goldman Sachs are serving as financial advisors to Fertitta Entertainment, while White & Case is acting as legal counsel. PJT Partners is serving as exclusive financial advisor to Caesars Entertainment, with Latham & Watkins acting as legal counsel and Skadden, Arps, Slate, Meagher & Flom serving as antitrust counsel.
