Caesars Entertainment to be acquired by Fertitta Gaming Holdco for $31/share plus ticking fee

Caesars Entertainment, Inc.

Merger consideration of $31.00/share plus $0.007150/day ticking fee if closing after June 26, 2027.
Go-shop period until July 11, 2026; company can solicit alternative proposals and may terminate for superior proposal.
Company termination fee of $200M (or $100M in certain early-termination scenarios); reverse termination fee of $450M payable by Parent.
Recreational Enterprises (~5% stake) entered voting agreement to support merger; committed debt financing secured.
Conditions include stockholder approval, HSR clearance, and gaming regulatory approvals; expected close by May 27, 2027.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Caesars Entertainment, Inc. entered into Agreement and Plan of Merger with Fertitta Gaming Holdco, LLC, Empire Merger Sub, Inc., Landry’s Fertitta, LLC, Hospitality Headquarters, Inc. (effective 2026-05-27).

Action: entry
Agreement: merger
Counterparty: Fertitta Gaming Holdco, LLC, Empire Merger Sub, Inc., Landry’s Fertitta, LLC, Hospitality Headquarters, Inc.
Effective: 2026-05-27

Exact text from the filing

On May 27, 2026, Caesars Entertainment, Inc., a Delaware corporation (the “ Company ”), Fertitta Gaming Holdco, LLC, a Texas limited liability company (“ Parent ”), Empire Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of Parent (“ Merger Sub ”), Landry’s Fertitta, LLC, a Texas limited liability company (“ Parent Guarantor ”) solely for the purposes of Section 9.14 therein, and Hospitality Headquarters, Inc., a Texas corporation, solely for the purposes of Section 9.14(j) therein, entered into an Agreement and Plan of Merger (the “ Merger Agreement ”)

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Caesars Entertainment, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-26-242995

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