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Caesars Entertainment shareholders will vote on Sept. 22 on whether to approve Tilman Fertitta’s $17.6 billion offer to take the company private.
According to Caesars’ definitive proxy materials, the special meeting is scheduled for 9 a.m. Pacific time at Eldorado Resort & Casino in Reno, Nevada. Shareholders of record as of Aug. 21, 2026, are eligible to vote. If approved and later cleared by gaming regulators, each Caesars common share would be converted into the right to receive $31 in cash.
Caesars’ board has approved the transaction and recommended that shareholders vote in favor. No West Virginia-specific operational change was reported in the source.
What shareholders are being asked to approve
The proxy statement includes three proposals tied to the transaction. The main item is approval of the merger agreement between Caesars and Fertitta Gaming Holdco, LLC. Shareholders will also cast a non-binding advisory vote on executive compensation connected to the deal, plus a proposal that would allow the meeting to be adjourned if more time is needed to gather votes.
Approval of the merger itself requires support from holders of a majority of Caesars’ roughly 203.8 million outstanding shares, and abstentions count as votes against the deal.
Recreational Enterprises Inc., the Carano family’s holding vehicle, has already agreed to vote its approximately 8.6 million shares in favor of the merger.
Deal terms and what happens next
Under the merger structure, Empire Merger Sub, Inc. would merge into Caesars, with Caesars surviving as a wholly owned subsidiary of Fertitta Gaming Holdco if the transaction closes. Caesars would then stop trading on Nasdaq under the CZR ticker and become privately held.
The source said the $31-per-share agreement followed competing bids from Fertitta and investor Carl Icahn. Icahn later submitted a non-binding $34-per-share proposal during Caesars’ go-shop window, but Caesars’ board ultimately moved forward with Fertitta’s offer.
The deal still requires approval from gaming regulators in the states where Caesars holds licenses. The transaction is currently expected to close by May 27, 2027, with room for extensions if approvals take longer. Shareholders who continue to hold their shares through closing would be entitled to a daily top-up of $0.007150 per share for each day the deal remains open past June 26, 2027.
For now, the source said Caesars Sportsbook and Casino, the broader online casino business, and Caesars Rewards will continue operating as usual during the shareholder vote and regulatory review process.
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Source: As reported by Kevin Walsh.
