Caesars Entertainment has entered into a definitive agreement to be acquired by Fertitta Entertainment in an all-cash transaction valued at approximately $17.6 billion, including the assumption of around $11.9 billion in outstanding debt, the companies announced on Thursday.
Under the terms of the agreement, Caesars shareholders will receive $31.00 in cash for each outstanding share, representing a 49 percent premium over Caesars’ unaffected share price as of February 25th, 2026 — the last trading day before reports of a potential transaction emerged — and a 46 percent premium over the unaffected 30-day volume-weighted average share price as of the same date.
The acquisition would combine Caesars’ nationwide casino operations with Fertitta Entertainment’s gaming, restaurant and hospitality assets. Fertitta Entertainment owns the Golden Nugget casino brand, Landry’s restaurant group and various entertainment and hospitality businesses across the United States. Tilman Fertitta also owns the NBA’s Houston Rockets and is the largest individual shareholder in Wynn Resorts, with a 12.3 percent stake.
By acquiring Caesars, Fertitta Entertainment would add a portfolio that includes Caesars Palace, Paris Las Vegas, Flamingo Las Vegas, Planet Hollywood, Harrah’s Las Vegas, Horseshoe Las Vegas, The LINQ Hotel + Experience and The Cromwell, alongside numerous regional casino properties across the United States.
According to the companies, the combined entity would include 60 casino resorts and gaming facilities, Caesars’ digital gaming operations covering online sports betting, iCasino and poker, retail sports betting at more than 200 third-party locations through the William Hill brand, and more than 600 Fertitta Entertainment outlets, including Landry’s restaurants and entertainment venues. The businesses would also be connected through the Caesars Rewards loyalty network.
The Board of Directors of Caesars unanimously approved the transaction and recommended that shareholders vote in favor of the merger agreement following consultations with financial and legal advisors.
Caesars said Chief Executive Officer Tom Reeg, Chief Financial Officer Bret Yunker and President and Chief Operating Officer Anthony Carano are expected to remain in their current roles following completion of the transaction.
The deal is not subject to a financing condition and will be funded through a combination of equity contributed by Fertitta Entertainment, assumed Caesars debt and newly committed debt financing arranged by a consortium of 10 banks. The transaction remains subject to shareholder approval, regulatory approvals and customary closing conditions. The Carano family, which owns around 5 percent of Caesars’ outstanding common stock, has agreed to roll over a portion of its equity interests into Fertitta Entertainment. Upon completion, Caesars shares will no longer trade on Nasdaq.
The agreement also includes a “go-shop” period through July 11th, 2026, during which Caesars and its advisors may solicit and negotiate alternative acquisition proposals from third parties. Caesars said there is no assurance the process will result in a superior proposal.
