Fertitta Executives Detail Caesars Acquisition Timeline During Nevada Licensing Hearing

Executives from Fertitta Entertainment have outlined the path toward closing the $17.6 billion acquisition of Caesars Entertainment, detailing multiple regulatory, antitrust, and financial hurdles that must be cleared. The update came during a Nevada Gaming Control Board hearing this week, where the board unanimously granted preliminary licensing approval to Richard Liem, the company’s chief financial officer, and Steven Scheinthal, its general counsel.

Both executives are long-time associates of Tilman Fertitta, the billionaire currently serving as U.S. ambassador to Italy and San Marino. Scheinthal has worked with Fertitta since 1988, while Liem joined in 1999. They confirmed that Fertitta remains separated from day-to-day operations, with his wife Paige Fertitta joining them on the company’s board. Liem and Scheinthal are familiar faces in Nevada’s gaming regulatory process, having held licenses in the state since 2005 when Fertitta first acquired the Golden Nugget Casinos. Their most recent appearance before the board was in 2023 during the takeover of the former Hard Rock Lake Tahoe.

Licensing and Compliance

Board members first focused on compliance matters, particularly in light of a $7.8 million fine levied against Caesars last year for anti-money laundering violations linked to illegal bookmaker Mathew Bowyer, who has since been placed on Nevada’s blacklist. Scheinthal asserted that Fertitta and Golden Nugget have “never had an issue” with integrity, adding, “We understand the importance of compliance.” He emphasised that the company is fully aware of the consequences of failing to follow regulations.

Antitrust and Gaming Licence Timeline

Looking ahead to the acquisition, Scheinthal laid out a sequence of prerequisites that must be satisfied before the transaction can close, a process he estimated will take approximately nine to ten months or more. The first major step is filing a Hart-Scott-Rodino antitrust application with the Federal Trade Commission, which Fertitta plans to submit by 13 July, followed by a mandatory 30-day waiting period. Separately, the company has divided its gaming licence applications into two batches based on expected processing times. The first round is set to be completed this week, with the remainder due within 45 days.

Because Caesars is a publicly traded company, it must also file a proxy statement and secure shareholder approval. Caesars held its annual meeting on 9 June and will release second-quarter results on 28 July without hosting an analyst call.

Financing Strategy

Another key topic was how Fertitta intends to fund the deal. Scheinthal revealed that while a “syndicate of banks” has provided a commitment letter, the company would prefer to secure better terms by tapping the open marketplace. This strategy carries some risk given the current high-interest-rate environment. The Federal Reserve held rates steady in June, and expectations for cuts later this year have dimmed amid persistent inflation and geopolitical tensions. “Our hope is that in the next few months there will be a window of opportunity where the market will be hotter and a more interest-rate-friendly environment,” Scheinthal said, allowing Fertitta to raise funds and place them in escrow.

Competing Bid from Icahn

The deal includes a go-shop provision that remains open until 11 July. According to reports, billionaire investor Carl Icahn, who previously led Caesars’ acquisition by Eldorado Resorts, is attempting to mount a rival bid at $33 per share, above the $31 per share agreed with Fertitta. Icahn, who still holds two of Caesars’ ten board seats, is reportedly gauging interest in a $5 billion debt financing package. However, CNBC has reported that the Caesars board favours the Fertitta offer due to its “firm” financing.

Scheinthal summarised the conditions for closing: “When we have the money, we get HSR clearance, shareholder approval, approval for all the various gaming jurisdictions, then we’ll be in a position to close the transaction.”

Stake in Wynn Resorts

Board members also inquired about Fertitta’s 12% stake in fellow casino operator Wynn Resorts, where he remains the largest shareholder. Wynn’s stock has fallen over 19% this year, and its long-awaited UAE resort faces delays due to regional conflict. When asked whether Fertitta might divest the holding, Scheinthal expressed surprise at the question, stating there is “no reason to believe” any regulatory issues arise from passive ownership. “We’re a passive investor in Wynn, and we like owning the Wynn stock, and so it’s our desire to keep owning the Wynn stock,” he said.

Final consideration from the Nevada Gaming Commission is scheduled for 23 July. The overall transaction is expected to take roughly a year to complete.