LAS VEGAS & RENO, Nev. — Caesars Entertainment has agreed to be acquired by Fertitta Entertainment in an all-cash transaction valued at approximately $17.6 billion, including the assumption of about $11.9 billion in Caesars debt, the companies announced Thursday.
Under the terms of the agreement, Caesars shareholders will receive $31.00 per share in cash, representing a 49% premium to the company’s unaffected share price on Feb. 25, 2026, before reports of a potential deal surfaced.
Caesars’ board of directors unanimously approved the transaction and recommended that shareholders vote in favor of the merger. The company said the board concluded the offer provides a compelling immediate cash premium for investors.
The deal combines one of the largest casino operators in the United States with Fertitta Entertainment’s gaming, restaurant and hospitality holdings. The combined company will include 60 casino resorts and gaming facilities, Caesars’ online gaming and sports betting operations, more than 200 retail sports betting locations operating under the William Hill brand, and more than 600 Fertitta-owned restaurant, entertainment and hospitality venues.
Caesars said its senior leadership team, including Chief Executive Officer Tom Reeg, Chief Financial Officer Bret Yunker and President and Chief Operating Officer Anthony Carano, is expected to remain in place following the transaction.
The acquisition is not subject to a financing condition. Fertitta Entertainment plans to fund the transaction through a combination of equity contributions, assumed Caesars debt and committed financing from a syndicate of 10 banks.
The transaction remains subject to shareholder approval, regulatory clearances and other customary closing conditions. The Carano family, which owns approximately 5% of Caesars’ outstanding shares, has agreed to roll over a portion of its equity into Fertitta Entertainment as part of the transaction.
Upon completion of the deal, Caesars shares will cease trading on the Nasdaq Stock Market.
The merger agreement includes a go-shop period through July 11, 2026, allowing Caesars and its advisers to solicit and evaluate alternative acquisition proposals. The company said there is no assurance the process will result in a superior offer.
Fertitta Entertainment, controlled by Tilman and Paige Fertitta, owns gaming, hospitality, restaurant and entertainment assets, including Golden Nugget casinos, Landry’s restaurant brands and the NBA’s Houston Rockets. The company operates more than 550 hospitality and dining locations worldwide.
Advisers to Caesars include PJT Partners as financial adviser and Latham & Watkins LLP as legal counsel. Morgan Stanley and Goldman Sachs are serving as financial advisers to Fertitta Entertainment, with White & Case LLP acting as legal counsel.
The companies did not disclose an expected closing date for the transaction.