Fertitta Execs Could Field Caesars Takeover Questions at NGCB Meeting

Key Points

  • Two Fertitta Entertainment executives are scheduled to appear before the Nevada regulator on Wednesday
  • NGCB members could press them on plans related to the Caesars takeover
  • Their appearance arrives just three days before the end of Caesars’ go-shop period

Two high-ranking executives from Fertitta Entertainment Inc. (FEI), the company with an acquisition offer on the table for Caesars Entertainment (NASDAQ: CZR), will appear before the Nevada Gaming Control Board (NGCB) on Wednesday, July 8.

Las Vegas Strip casino revenue GGR
Two executives from Fertitta Entertainment, the company acquiring Caesars, appear before the Nevada Gaming Control Board (NGCB) on July 8. (Image: Shutterstock)

FEI CFO Richard Leim and General Counsel and Executive Vice President Steven Scheinthal are slated to appear before the Nevada regulator for a suitability hearing, but in these meetings regulators have latitude to inquire about other topics. That could indicate the pending $17.6 billion takeover of Caesars will be a topic of discussion.

“In Nevada, individuals and entities involved in the gaming industry may be required to undergo a rigorous licensing or suitability process administered by the Nevada Gaming Control Board (NGCB) and the Nevada Gaming Commission (NGC),” according to JD Supra. “This process applies not only to operators and executives, but also to key employees, investors, and certain vendors, depending on their role and level of influence.”

Tilman Fertitta’s leisure and entertainment company, which owns the Golden Nugget casinos, floated a $17.6 billion takeover offer for Caesars, valuing the target at $31 a share, on May 28.

Probably a Coincidence, But Interesting Timing

It’s likely no more than just a coincidence, but the appearance of the FEI executives before the NGCB arrives just three days before a 45-day “go-shop” window in which Caesars can solicit higher takeover offers expires.

While some analysts argue Fertitta’s bid undervalues the target, the Harrah’s operator is suggesting shareholders approve it, indicating the company likely hasn’t pursued or received competing offers since the Fertitta bid was unveiled on May 28.

“The Board of Directors of Caesars Entertainment has approved the transaction and recommends that Caesars shareholders adopt and approve the merger agreement,” said Caesars in a May 28 statement. “The Board, after detailed consideration with the assistance of its outside financial and legal advisors, determined that the immediate cash premium offered by this transaction is compelling for Caesars shareholders, and its approval of this transaction underscores its commitment to drive and deliver value for shareholders.”

It’s possible NGCB members ask Liem and Scheinthal about the rationale behind FEI’s offer for Caesars, but that remains to be seen.

What NGCB Members Could Inquire About

Obviously, the meeting needs to play and any hypothesizing beforehand is a speculative exercise, but it’s possible NGCB members will ask Liem and Scheinthal about potential divestment plans when FEI wraps up the Caesars takeover, which could take up to a year.

It makes sense for NGCB members to go down that road because in Nevada, Caesars and Golden Nugget overlap in Lake Tahoe, Las Vegas and Laughlin. Some market observers believe the acquiring company could part with gaming venues in some of the markets in which it overlaps with Caesars.

Likewise, there’s talk that Fertitta could look to unload a Caesars venue on the Las Vegas Strip in an effort to defray some of the acquisition cost.

Todd Shriber
Todd Shriber Financial Reporter

Todd Shriber is a senior news reporter covering gaming financials, casino business, stocks, and mergers and acquisitions for Casino.org.

Todd got his start in financial markets as a reporter with Bloomberg News. Later, he became a trader at a Southern California-based long/short hedge fund, where he specialized in the trading sector and international ETFs leading up to and during the financial crisis. He joined Casino.org in 2019.

Currently, Todd analyzes, researches, and writes on ETFs for various web-based publications and financial services firms. Shriber has been featured and quoted in Barron's, CNBC.com, and The Wall Street Journal. His work can also be found on Benzinga, ETF Daily News, ETF Trends, MarketWatch, Fox Business, and Nasdaq.com.

He currently resides in Las Vegas, where he enjoys golf and taking his black lab to the dog park. He's also an avid sports fan and likes to wager on college football and the NBA. You can also find him at the three-card poker and roulette table, even though he knows better.

Contact Todd at todd.shriber@casino.org.

Comments icon

Conversation (0)

+ Add a comment

Be the first to comment on this article.

Write a comment

Your email address will not be published.