FTC Pauses the Fertitta-Caesars Deal With a Second Request
The Federal Trade Commission asked Caesars Entertainment Inc. and Fertitta Entertainment for more information about their planned merger on Sept. 14, according to a Caesars securities filing. MLex
The Wall Street Journal reported the action as a request for additional information on the Fertitta-Caesars merger. Wall Street Journal Each company received a second request — a formal step that means closer antitrust review. The waiting period is now extended until 30 days after the companies certify they have substantially complied.
That pauses the Hart-Scott-Rodino clock, the legally required waiting period before large mergers can close. Closing cannot happen while the requests are outstanding. Certification starts a new 30-day waiting period, unless the Commission ends it earlier.
The disclosed plan would merge Fertitta Gaming Holdco, LLC with and into Caesars Entertainment Inc., as detailed in a Form DEFM14A filed Aug. 26. Caesars filing The definitive Agreement and Plan of Merger is dated May 27, 2026, and was referenced in a Form DEFA14A filed May 28. Caesars filing
The August disclosure puts merger consideration at $31.00 in cash plus $0.007150 per share. Caesars announced May 28 that it had agreed to be acquired by Fertitta Entertainment. Caesars announcement Coverage of that agreement described a $5.7 billion takeover by Tilman Fertitta's firm. Bloomberg
Earlier reporting had framed exclusive talks around an $18 billion takeover, and Caesars extended those exclusive talks in April. Bloomberg The May agreement and later proxy materials set the current price and structure, and those later documents control.
The broader context here is timetable and conditionality. A second request moves the deal from initial review into a compliance phase, with document productions and file searches to follow. Lawyers will negotiate scope and timing with staff while the proxy solicitation moves ahead on a separate track.
In my view, practitioners will focus on three pressure points. First, the lag between shareholder approval and regulatory clearance. Second, the cost and burden of compliance, which now sits with both sides. Third, whether the merger agreement allows flexibility on the outside date, effort commitments, or litigation duties if review extends. Those terms will shape leverage if the Commission seeks divestitures or challenges the combination. The filing discloses the delay mechanism. It does not resolve the outcome.
