Caesars Entertainment, Inc. said Thursday it has agreed to be acquired by Fertitta Entertainment, Inc. in an all-cash transaction valued at approximately $17.6 billion, including the assumption of approximately $11.9 billion of Caesars’ outstanding debt. The $31 per share deal represents a 49% premium on Caesars common stock pricing on Feb. 25, the last trading day before rumors surfaced of a potential transaction.
The combined company will offer guests a platform ranging from 60 casino resorts nationwide to Fertitta’s 600-plus entertainment outlets. All will be connected by the Caesars Rewards loyalty network, according to Caesars.
Caesars CEO Tom Reeg, CFO Bret Yunker and president and COO Anthony Carano are expected to remain in their roles and continue to lead the Caesars Entertainment operations at the combined company. The agreement includes a “go-shop” period through July 11, during which time Caesars and its financial and legal advisors may solicit, consider and negotiate alternative acquisition proposals from third parties.
The acquisition, which is subject to approval by Caesars shareholders, is not subject to a financing condition. The transaction will be financed through a combination of equity contributed by Fertitta Entertainment, assumed Caesars’ debt, and new committed debt financing arranged by a group consisting of 10 banks.
PJT Partners is serving as exclusive financial advisor, Latham & Watkins LLP is serving as legal counsel, and Skadden, Arps, Slate, Meagher & Flom LLP is serving as antitrust counsel to Caesars Entertainment. Freshfields is serving as counsel to the Carano family, which owns approximately 5% of Caesars stock. Morgan Stanley and Goldman Sachs are serving as financial advisors and White & Case LLP is serving as legal counsel to Fertitta Entertainment.
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