FERTITTA ENTERTAINMENT ANNOUNCES DEFINITIVE AGREEMENT TO ACQUIRE CAESARS ENTERTAINMENT IN $17.6 BILLION TRANSACTION

Fertitta Entertainment, Inc. has announced a definitive agreement to acquire Caesars Entertainment, Inc. in an all-cash transaction valued at approximately $17.6 billion. This deal, which includes the assumption of about $11.9 billion of Caesars' outstanding debt, will see Caesars' shareholders receive $31.00 in cash for each outstanding share. The offer represents a 49% premium over Caesars' unaffected share price as of February 25, 2026, the last trading day before speculation of the transaction began.

Fertitta Entertainment, known for its successful hospitality and gaming operations, operates well-regarded brands such as Golden Nugget Hotels & Casinos and Landry's, a major player in the restaurant and hospitality sector. The acquisition of Caesars, a prominent casino entertainment company with a significant presence on the Las Vegas Strip and a strong loyalty program, is expected to create a powerful combined entity. Caesars operates eight locations on the Strip, including iconic properties like Caesars Palace and Harrah's, and boasts one of the industry’s most recognized loyalty programs.

The strategic rationale behind the acquisition centers on the complementary strengths of both companies. By merging their extensive portfolios, Fertitta and Caesars aim to enhance customer experiences across gaming, hospitality, and dining. The combined entity will feature a robust network of 60 domestic casino resorts and gaming facilities, a comprehensive online gaming platform, and over 550 Fertitta Entertainment outlets. This integration is anticipated to create a more dynamic offering for guests, enhancing operational excellence and customer loyalty.

Moreover, the transaction is poised to build an industry-leading loyalty ecosystem by merging Caesars Rewards, Golden Nugget's 24 Karat Select Club, and Landry's Select Club. This initiative is designed to provide customers with greater access and rewards across an expanded network of casinos, hotels, restaurants, and entertainment venues, thereby setting a new standard in the hospitality industry.

The deal is not subject to a financing condition and will be financed through a combination of equity from Fertitta Entertainment, the assumption of Caesars' debt, and new committed debt financing. The transaction is subject to shareholder approval and customary closing conditions, including regulatory approvals. There is also a "go-shop" period during which Caesars may solicit alternative acquisition proposals, highlighting the competitive landscape in the sector.

In conclusion, this acquisition reflects broader trends in the hospitality and gaming sectors, where consolidation is increasingly common as companies seek to enhance their market positions and customer offerings. The merger of Fertitta Entertainment and Caesars Entertainment is expected to create a formidable player in the industry, with significant implications for market dynamics and competitive strategies moving forward.