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In July, Fertitta’s General Counsel Steven Scheinthal told the Nevada Gaming Control Board that the company had a letter of intent from banks to finance the transaction but was waiting for better borrowing conditions. Fertitta is assuming nearly $12 billion in Caesars’ debt and is committed to a $6.6 billion financing package.
“Our hope is that in the next few months there will be a window of opportunity where the market will be hotter and [it’s] a more interest rate friendly environment where we can go raise the money and then just put it in an escrow account,” Scheinthal said at the time.
That window Scheinthal had hoped for seems to be moving further away. Caesars’ proxy filing showed that even during negotiations in the spring, Fertitta refused to go above its $31-per-share offer “due to higher financing costs and increased macroeconomic risks”. From the end of 2025 to late April of this year, higher borrowing costs had resulted in “approximately $40 million per year in additional costs from when the process started”, the filing said.
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“In this case, it’s a completely different situation. You have a group, not a single company in a single country, a group which has been a solid group for 10 years and delivering. There’s no turnaround to be made. It’s already very well managed. It’s number one in its markets.”
The combined company will be listed on stock exchanges in both Spain and Italy, which Cirsa and Lottomatica are already market leaders in.Italy accounted for 57% of a combined group pro format adjusted EBITDA in H1. Spain made up 23% of that figure, with Rest of World at 20%.
Once the deal is completed, 80% of its EBITDA is expected to come from those two markets.
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“The legislation mandated the regulation of the sector, which did not happen in the previous administration,” he explained. “We came into government with the sector operating for almost five years.
“We saw that they had entered football and advertising, and they have political and economic weight. Understanding that Congress would not prohibit the activity, we decided to put the brakes on and establish the rules.
“It’s not that I want to collect taxes because I need the money. I want to collect taxes for the sake of fairness: if a company sells cars, it pays taxes; if it sells drinks, it pays taxes. If it’s authorised to operate, it has to pay.”