Quartet of firms guide $17.6bn Caesars Entertainment acquisition

Latham, Skadden, Freshfields and White & Case score roles in deal that will see casino giant's acquisition by conglomerate owned by billionaire Tilman Fertitta
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Las Vegas - Circa June 2019: Caesars Palace Hotel and Casino owned by Caesars Entertainment and one of the most iconic hotels on the strip I

Jonathan Weiss; Shutterstock

A quartet of firms have landed roles in the $17.6bn acquisition of casino giant Caesars Entertainment by a conglomerate owned by American billionaire Timan Fertitta.

Latham & Watkins is serving as legal counsel and Skadden is acting as antitrust counsel to Caesars on the deal, with White & Case guiding the conglomerate, Fertitta Entertainment. Meanwhile, Freshfields is advising the Carano casino-mogul family, which owns roughly 5% of Caesars and will roll a portion of its equity interest into Fertitta.

The all-cash deal will take one of Las Vegas' most prized casino operators private and includes about $11.9bn ​in assumed debt, the companies said. 

Reuters reported that Caesars faces mounting pressure as fewer visit its core Las Vegas market and its online betting arm trails larger rivals like FanDuel and ​DraftKings. 

Caesars investors will get $31 in cash for each share they own, a nearly 50% premium over the share price before rumours about a possible acquisition began in February. The deal includes a “go-shop” period through 11 July, during which Caesars can consider other offers.

The Latham team advising on the deal is led by Los Angeles partners Steven Stokdyk and Andrew Clark. Back in 2020, Latham acted for Carano family-founded Eldorado Resorts when it bought Caesar's in a $17.3bn deal that created the largest casino and entertainment company in the US. 

Meanwhile, Skadden's team is led by New York antitrust partner Kenneth Schwartz, while the White & Case team acting for Fertitta Entertainment is led on the M&A side by partners Joel Rubinstein, Michael Deyong and Ross Sturman and on the finance side by partners Justin Wagstaff, Gary Kashar and Brett Pallin (all New York). 

Fertitta Entertainment, owner of the basketball team Houston Rockets and the Golden Nugget Hotel and Casinos, had approached Caesars back in 2018 about a merger with its gaming empire, Reuters reported.

The tie-up will create a combined business with 60 casino resorts and gaming facilities, a range of online gaming and sports betting options, more than 600 Fertitta outlets and multiple amusement, entertainment and aquarium assets, according to the announcement.

Caesars CEO Tom Reeg, CFO Bret Yunker and COO Anthony Carano are expected to remain in their roles and continue to lead Caesars’ operations at the combined company. 

PJT Partners is serving as exclusive financial advisor to Caesars on the deal. Morgan Stanley & Co. and Goldman Sachs & Co. are serving as financial advisors to Fertitta Entertainment. 

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