Caesars Shareholders Vote on $17.6B Fertitta Merger

Caesars Entertainment’s shareholders just voted on billionaire Tilman Fertitta’s proposed acquisition of the company. As of the time of this writing, however, Caesars has yet to confirm the vote results.

Caesars Held a Vote on Its Planned Merger with Fertitta Entertainment

Earlier this year, billionaire Tilman Fertitta confirmed earlier rumors by setting out to acquire casino & hospitality powerhouse Caesars Entertainment in a $17.6 billion deal. The transaction includes roughly $11.9 billion of Caesars’ debt.

In August, Caesars confirmed that a shareholder vote on the matter was forthcoming. As a public company with 203,780,124 shares, Caesars must secure approvals from the stockholders behind at least 101,890,063 of the shares in order to proceed with the deal.

The vote took place yesterday, September 22. Caesars asked voters to weigh in on three separate proposals, including the merger with Fertitta Entertainment, compensation to be paid to Caesars executives due to the merger, and a proposal to adjourn the meeting if additional time was needed.

The company’s board of directors encouraged its shareholders to vote in favor of all proposals.

As of the time of this writing, however, Caesars has yet to announce the results of the vote. Even if the company’s shareholders greenlight the agreement, both Caesars and Fertitta Entertainment will have to satisfy a number of other regulatory conditions before they are allowed to close the merger deal.

If the deal passes, Caesars’ shareholders will receive $31 per share in cash. After that, Caesars’ stock will be delisted, and the company will go private.

A Shareholder Was Concerned with Latham & Watkins’ Representation of Caesars

Before the Tuesday vote took place, Caesars filed additional proxy materials in response to shareholder demands. In a letter, an unnamed shareholder sought to inspect company records since they believed that the company had omitted material information regarding the use of Latham & Watkins as outside legal counsel. For reference, Latham & Watkins also represents Fertitta and some of his affiliates in separate matters.

In its response, Caesars said that the concerns lacked merit. However, the company voluntarily submitted its proxy materials as a sign of goodwill, even though it was not legally required to do so. In these materials, Caesars confirmed that Latham represents it in connection with the sale process and merger, but noted that Fertitta and his affiliates are being represented by a separate Latham team.