Save the Date: Caesars Investors to Vote on Fertitta Takeover Bid on Sept. 22

Caesars Entertainment (NASDAQ: CZR) announced that it’s holding a special meeting for investors on Tuesday, Sept. 22, at which they’ll have the opportunity to vote on a proposed $17.6 billion acquisition offer from Tilman Fertitta’s Fertitta Entertainment Inc. (FEI).

The casino operator made the announcement in a Schedule 14A filing with the Securities and Exchange Commission (SEC), noting that a majority of investors must approve the deal in order for it to go through. The bid, floated by Fertitta in May, values the target at $31 per share – a price tag some analysts say is too low.

In the regulatory document, Caesars reveals a ticking fee of $0.007150 per share, meaning shareholders will be paid that amount for each share they own for each day after June 26, 2027 the deal hasn’t closed.

Caesars Had Another Offer

In an Aug. 11 proxy filing with the SEC, the Harrah’s operator revealed it held talks with Carl Icahn dating back to last year in which the famed corporate raider expressed interest in acquiring the casino giant in which he owns a nearly 5% equity stake.

Icahn made a Hail Mary bid of $34 a share on July 10 and while that beat the Fertitta offer on a per share basis, Icahn’s offer was more complex. It relied largely on debt financing from investment bank Jefferies and needed the backing of the Carano family – Caesars’ largest non-institutional investors – but that support didn’t materialize.

A letter by Caesars Executive Chairman Gary Carano in the Schedule 14A to investors doesn’t mention the Icahn offer, though it reiterates the board’s support for the Fertitta offer.

The letter is attached to the aforementioned proxy statement, which includes ample mention of Icahn and related dialogue with the gaming company. In that letter, Carano says the company encourages stakeholders to read the proxy statement “in its entirety and to submit a proxy or voting instructions so that your shares of Company Common Stock will be represented and voted even if you do not attend the Special Meeting.”

What’s Next for Caesars

Sept. 22 is clearly a significant date in Caesars’ corporate history. Assuming investors vote in favor of the Fertitta takeover, it’s expected the deal will take roughly a year to close based on expected federal and state regulatory examinations.

After that, Caesars becomes a privately held company, removing one of the most visible names from the gaming equity landscape.

In the period leading up to deal closure and perhaps following it, it’s likely that Caesars and Fertitta’s Golden Nugget will engage in asset sales, which some analysts believe could total north of $2 billion, in order to allay regulators’ concerns about the combined company’s potential dominance in select markets.