Nevada regulators approve key steps in MGM, Caesars take-private deals

The Nevada Gaming Commission has approved key regulatory steps for separate take-private transactions involving MGM Resorts International and Caesars Entertainment, advancing two deals that would reshape ownership of the largest casino operators on the Las Vegas Strip.

The Nevada Gaming Commission unanimously approved licenses, amended orders of registration and shelf offerings for both companies, allowing them to raise capital through registered securities over the next three years.

MGM Resorts is in discussions with billionaire Barry Diller’s People Inc. over a transaction to take the company private, while Caesars is being acquired by Tilman Fertitta’s Fertitta Entertainment in a $17.6 billion deal.

MGM Vice President and Legal Counsel Chandler Pohl said further details on the proposed transaction are expected during the company’s second-quarter earnings call.

Questions remain over how a Diller-led MGM would affect the company’s operations in Macau and its integrated resort project in Osaka, Japan, which is scheduled to open in 2030.

For the Caesars transaction, the commission approved the licensing of Fertitta Entertainment Chief Financial Officer Richard Liem and General Counsel Steven Scheinthal, both of whom have previously been licensed in Nevada.

The Caesars acquisition is expected to close next spring, subject to shareholder approval, reviews by the U.S. Federal Trade Commission and Department of Justice under the Hart-Scott-Rodino Act, and regulatory approvals from around 25 gaming jurisdictions.

Liem said Fertitta Entertainment has already filed its Hart-Scott-Rodino antitrust application with the FTC, adding that the review process is conducted on a case-by-case basis with no fixed timeline.

The companies have disclosed few details about the proposed acquisition beyond the initial announcement. A go-shop period allowing Caesars to solicit competing offers expired on July 11 without any rival bid emerging.

Liem also said Tilman Fertitta, who is serving as U.S. ambassador to Italy and San Marino, is “not involved in daily operations” of the company but continues to provide “strategic direction” while complying with ethics requirements.

Scheinthal said Golden Nugget’s operations would be integrated into Caesars’ existing systems rather than the reverse, including employee benefits and compliance functions.

“They’re much larger than us, the Caesars organisation; they have a tremendous number of people, and it’s easier for us to integrate our properties into their system than it’s going to be for us to integrate their properties into our system, so that’s the plan,” Scheinthal said.

Addressing anti-money laundering controls, Scheinthal said Caesars had strengthened its compliance programme following a $7.8 million AML fine related to illegal bookmaker Mathew Bowyer.

“I know that the Caesars organisation has had some historical issues in the past, but I do think it’s in the past with them,” Scheinthal said.

He added that Golden Nugget had not experienced AML issues under Fertitta’s ownership because “we just don’t take the kind of play that would trigger a problem.”

Scheinthal also shared his view on a few other topics of note during his meeting with Nevada regulators. He said legal disputes over U.S. prediction markets are likely to reach the Supreme Court, where he believes states’ rights arguments could ultimately prevail.

On the prospects for casino expansion in Texas, Scheinthal said he does not expect legalization under the state’s current political environment.

“I do not envision that gaming would come to Texas based on current state politics,” he said. “Things can change, but if the current state politics stay the same in 2028, then you would say nothing will happen in Texas until state politics come back for election in 2032, and you would ask the same question then.”