Caesars Entertainment shareholders have approved Tilman Fertitta’s proposed $17.6 billion acquisition of the casino operator, allowing the transaction to move forward while federal antitrust and other regulatory reviews remain outstanding.

Shareholders voted on the proposed merger at a special meeting held Tuesday at the Eldorado hotel-casino in Reno, Nevada. According to a filing with the U.S. Securities and Exchange Commission, the transaction received 133,313,001 votes in favor, compared with 4,276,986 votes against and 5,687,952 abstentions.

The votes supporting the deal represented about 65.4% of Caesars’ outstanding shares as of the August 21 record date. Holders of 143,277,939 shares participated in the meeting in person or by proxy, representing approximately 70.3% of the company’s outstanding stock.

The shareholder decision clears one of the main conditions attached to the proposed acquisition, which was first announced in May. The transaction would move Caesars Entertainment into private ownership if the companies complete the remaining regulatory and closing requirements.

Deal Values Caesars at About $17.6 Billion

According to the Associated Press, under the merger agreement, Fertitta will pay Caesars shareholders $31 in cash for each eligible share. The transaction has an estimated total value of approximately $17.6 billion, including about $11.9 billion of Caesars’ existing debt.

The original agreement involved Fertitta paying approximately $5.7 billion in equity value while assuming Caesars’ debt obligations.

Shareholders could also receive additional compensation if the transaction remains incomplete beyond the timetable established in the merger agreement. Beginning July 1, 2027, investors would receive an extra $0.007150 per share for each day the deal remains unfinished after June 26, 2027, continuing through the day before closing.

Caesars has indicated a preliminary closing date of June 26, 2027, subject to completion of all remaining conditions.

If the transaction closes, Caesars’ common stock will be removed from Nasdaq. The casino operator will become a wholly owned subsidiary of Fertitta Gaming Holdco LLC.

Shareholders separately approved compensation that could become payable to Caesars’ named executive officers in connection with the acquisition. That advisory proposal received 127,682,915 votes in favor, while 9,485,566 votes opposed it and 6,109,458 abstained.

Federal Antitrust Review Remains Underway

Shareholder approval does not complete the acquisition. Caesars and Fertitta must still obtain regulatory clearance and satisfy additional conditions included in the merger agreement.

Caesars disclosed on September 14 that the Federal Trade Commission had issued a second request for information to both companies as part of its antitrust review. The request extends the federal waiting period until 30 days after the companies substantially comply, unless regulators terminate or further extend the period.

No final closing date has been announced.

The transaction would substantially increase Fertitta’s presence in the U.S. casino industry. Fertitta’s existing businesses include the Golden Nugget casino brand and Landry’s, which operates more than 450 full-service restaurants along with hospitality and entertainment properties. Fertitta also owns the NBA’s Houston Rockets.

Caesars operates more than 50 casino resorts across 16 states. Its Las Vegas portfolio includes eight Strip resorts, among them Caesars Palace, Paris, Flamingo and Horseshoe. The company also operates properties in Reno, Lake Tahoe and Laughlin.

The combined gaming portfolio would include around 60 domestic casino resorts and gaming facilities if the acquisition closes.

Caesars CEO Tom Reeg, Chief Financial Officer Bret Yunker and President and Chief Operating Officer Anthony Carano are expected to remain in their current positions following completion of the transaction.

Operational Changes Expected to Take Time

Anthony Lucas, a hospitality professor at UNLV and former gaming executive, said Fertitta would likely need time to review the company’s operations after taking control.

“I don’t think there’s going to be any shocking or notable changes to the way they do business,” Lucas said. “It takes a while to sort it all out, figure out what you’ve got, what you need.”

Lucas said Fertitta could examine Caesars’ financial arrangements involving real estate investment trusts. Caesars has previously used sale-leaseback transactions in which it sold casino real estate and continued operating the properties under long-term leases.

“I definitely think that’s going to be on his radar,” Lucas said. “It’s a material piece of the business.”

He also pointed to the complexity involved in operating casinos serving different regional markets as well as major Las Vegas Strip properties.

“When you buy a business that has a presence in regional sort of repeater markets, but also on the Strip, it makes it really hard,” he said. “It’s not easy to do.”

The Culinary Union, which represents about 10,000 workers at Caesars properties in Nevada, said it maintains relationships with both sides of the transaction.

“We anticipate there will be discussions ahead about the full ramifications of this purchase and while we do not know all the details yet, we are confident that based on our relationships with both companies, we will continue to have a positive relationship going forward,” Culinary Union Secretary-Treasurer Ted Pappageorge said in a statement.

With shareholder approval secured, the proposed Fertitta acquisition now moves through the remaining regulatory process before Caesars can complete its planned transition into private ownership.