Executives with Fertitta Entertainment told Nevada regulators that their casino operations will integrate into Caesars Entertainment’s framework as they prepare to take the casino giant private in the spring 2027.
Fertitta’s General Counsel and Executive Vice President Steven Scheinthal and CFO Richard Liem appeared before the Nevada Gaming Commission Thursday, where they outlined how the two companies will merge operations.
In late May, Caesars entered into an agreement to be acquired by Tilman Fertitta and his company in an all-cash transaction valued at $17.6 billion.
Scheinthal and Liem appeared before the Commission to be licensed as members of the Fertitta Board of Directors, a licensing process unrelated to the Caesars acquisition. The two, along with Fertitta’s ex-wife Paige, became board members a year ago when Fertitta stepped down from the company to become ambassador to Italy and San Remo.
Fertitta executives will be back before the Gaming Control Board and Gaming Commission in 2027 to sign off on the transaction. The deal must first be reviewed by the Federal Trade Commission and Department of Justice as part of an anti-competition review.
Fertitta Entertainment has seven casinos, three in Nevada. The others are in Colorado, Louisiana, Mississippi, and New Jersey.
With the takeover, the existing Caesars Board of Directors will be replaced by a Board of Managers of Fertitta executives, including Paige Fertitta, Liem, Scheinthal, and Dash Kohlhausen, Fertitta’s deputy general counsel.
Nevada-based gaming counsel, Sonia Vermeys of Brownstein Hyatt Farber Schreck, told regulators the existing Caesars executive and management team will run day-to-day operations in Nevada and in other jurisdictions and will have the same responsibilities and obligations as they have today.
“Caesars’s management team isn’t going anywhere,” Liem said. “We’ll be complementary to maximize the revenue opportunities of the two businesses.”
The focus is on the long-term growth of the company, not the instant gratification that is part of the Wall Street mindset, Liem said. The significant revenue opportunities include incorporating Fertitta’s casinos and restaurants into the Caesars Rewards program. “We’ll spend significant time with the Caesars management team to figure out the right way to (merge the systems).”
Liem said.
Schienthal said that the gaming management will be homogenous at the new company, though the restaurant business will be separate.
“They’re much bigger than we are and it’s probably easier for us to capitulate and adopt what they do versus changing what they do,” Schienthal said. “There are way too many employees. Whenever we’ve done an acquisition, one of the secret sauces is that you never take anything away from an employee. Any benefit they have, they get to keep, and we make sure that is in place.”
Scheinthal said the company has a good relationship with the Culinary Union and told the Commission he received a call from Ted Pappageorge, the union’s secretary-treasurer, who said he was glad Fertitta Entertainment was the acquirer of Caesars.
Similarly, compliance is much easier to integrate into the Caesars system, Schienthal said. Fertitta’s casinos have never had anti-money-laundering issues with any of its properties, adding that their general managers are well trained and their casinos, while taking substantial play, don’t take the type of play that would trigger a problem.
“Caesars has had some issues in the past (with anti-money laundering and fines), but it’s in the past and they put together a tremendous department,” Schienthal said. “It’s easier to integrate with their system than for them to integrate with ours.”
Although it wasn’t up for consideration Thursday, Commission members tacitly spoke in favor of the merger. Commissioner Brian Krolicki said Fertitta has a “wonderful record and culture of compliance” and that he felt comfortable that Fertitta Entertainment has the “capital, resources, vision, muscle, and decency.”
Krolicki said Fertitta Entertainment has a big responsibility in trying to take over one of the largest employers in the state, and told Liem and Schienthal that the management in place at Caesars is well equipped.
“You are (going after) an elephant, and it’s probably wise to keep in the fold those who know how to keep things on time, where people are, and what they do,” Krolicki said. “They’re a great team.”
Schienthal said that as a private company, Fertitta Entertainment has a “great culture” and that comes from the top with Tilman. No “noise” comes from the company or any headlines about harassment, discrimination, or compliance issues.
“Life is too short,” Schienthal said. “We don’t need to make money by skirting the rules. That’s the culture that Tilman has ingrained in every single person he deals with and it’s very helpful.”
Commissioner George Markantonis said everyone is fascinated by the mechanics of this transaction. “Your company is taking on a big responsibility, as I’m sure you’re all aware of,” Markantonis said. “It’s the most famous gaming brand name in the world. It sounds like you’re doing the right things.”
Both Liem and Scheinthal have been licensed in Nevada for more than 20 years, since Fertitta acquired the Golden Nugget in 2005, and were re-licensed when Fertitta acquired the former Hard Rock Hotel & Casino Lake Tahoe in 2023. That property has been renamed the Golden Nugget Lake Tahoe.