Gambling operator valuations: what 2026’s deals actually paid

Key Takeaways

• Three deals set gambling operator valuations in 2026, and all three came out at roughly six to seven times annual earnings. Fertitta Entertainment agreed to take Caesars Entertainment private on 27 May 2026 at $31.00 a share, about $17.6bn including assumed debt, which JPMorgan put at about 7.1 times projected 2027 EBITDAR.
• Barry Diller’s People Incorporated offered $48.30 a share for MGM Resorts International on 1 June 2026, around $18bn, then withdrew in September because it could not raise the money. MGM signed an amended voting agreement with People on 27 October 2026 capping it at 29.9 per cent of the shares and committing it to vote with the MGM board on any sale.
• Lottomatica Group and CIRSA Enterprises agreed an all-share cross-border merger on 2 September 2026 valuing CIRSA at about six times its expected 2026 earnings of 800m to 820m euro. Lottomatica shareholders vote on 23 November 2026.

Why are gambling operator valuations coming out at six to seven times earnings?

Because that is what buyers with their own money at stake agreed to pay this year, and three separate sets of advisers arrived at roughly the same answer. I have spent more of the last fortnight in merger documents than in regulator filings, and for once the casino take-private multiple is easy to check, since two of the three deals are set out in filings anyone can open.

Deal	Announced	Price and value	Multiple	Where it stands
Fertitta Entertainment / Caesars Entertainment (United States)	27 May 2026	$31.00 cash a share, about $17.6bn including about $11.9bn of assumed debt, a 49 per cent premium to the February 2026 price	About 7.1 times projected 2027 EBITDAR, per JPMorgan, 29 May 2026	Shareholders approved on 22 September 2026. FTC second request issued 14 September 2026 and the deal has not closed
People Incorporated / MGM Resorts International (United States)	1 June 2026	$48.30 cash a share, about $18bn, a premium of 10.6 per cent	Neither side published a multiple	Withdrawn in September 2026 after the buyer could not assemble financing. Amended voting agreement signed 27 October 2026
Lottomatica Group / CIRSA Enterprises (Italy and Spain)	2 September 2026	All-share, 0.668 Lottomatica shares per CIRSA share, plus a 262m euro dividend to CIRSA holders before completion	About 6 times CIRSA’s expected 2026 EBITDA of 800m to 820m euro, on iGaming Business’s calculation	Boards approved the merger plan on 8 October 2026. Lottomatica shareholders vote 23 November 2026, completion expected in Q2 2027

So that is a US regional and Strip operator agreed at about seven times, a Spanish and Latin American casino and slots business at about six, and between them a bid for MGM that nobody could finance at all. Operators quote me much higher valuations when they talk about what their own business is worth, and I do not think the distance between those two conversations has registered yet.

Why does the MGM bid that failed say more than the one that passed?

Because it failed on money rather than on price. Bill Hornbuckle told MGM’s earnings call on 28 October that the two sides had come to terms on price and that People could not assemble a financing syndicate, so the proposal went away in September. Diller’s own account, that “we didn’t feel the mix was coming together in the way we have hoped”, is vaguer, though the sequence of events supports the financing version.

What happened next got almost no coverage. The press release of 28 October described an amended voting agreement, and the trade write-ups ran with Hornbuckle saying the two companies were done with each other. The Schedule 13D/A People filed against that amendment, signed 27 October, carries the terms the release left out. People’s 66,822,350 shares, 26.5 per cent of the company, will be voted in line with the board’s recommendation on a change of control, provided four conditions hold: People’s nominated directors sit on any transaction committee, the buyer is unaffiliated, every equity holder receives the same consideration, and no new restrictions apply to the resulting entity. On ordinary votes, anything above 25.73 per cent of the voting power goes with the majority of the other shares, and MGM agreed not to take defensive measures against People.

Set that next to chairman Paul Salem’s line about the agreement giving the board “a clear path to maximize value through share repurchases and a change of control transaction, if applicable”, and it is hard to see a company that has finished thinking about being sold. Third quarter adjusted EBITDA was down 20 per cent, the Las Vegas segment down 12 per cent with room rates off 8 per cent, and the shares down 22.6 per cent for the year. That board has tied up its largest shareholder’s vote and put its own defences away at the same time. Whether it reads as confidence or as resignation I cannot tell from the outside.

How does the European merger price the same question?

It avoids the financing problem completely, which is why it is the likeliest of the three to complete. Lottomatica is paying for CIRSA in its own shares, 0.668 of a Lottomatica share for each CIRSA share, so there is no syndicate to assemble and no bridge loan to refinance later. CIRSA’s holders end up with about 32.5 per cent of a company that keeps its Euronext Milan listing and adds a Spanish one, Blackstone comes out of it with about 24 per cent and two board nominees, and CIRSA shareholders take a 262m euro dividend before the merger takes effect.

CIRSA’s own numbers are the ones I would hold on to. It floated at 15.00 euro a share in July 2025, its third quarter 2026 revenue was up 12 per cent to 628m euro, and fifteen months after listing it has agreed to be absorbed at roughly six times earnings. A business growing at that rate accepting that valuation tells you what the public market was prepared to pay for it, and the answer was not very much. Gambling sector consolidation in 2026 has been funded three different ways, and the all-share route is the only one that does not depend on a bank. The boards approved the merger plan on 8 October, the record date for the Lottomatica vote was 12 November, and the meeting on 23 November runs entirely through Computershare rather than in a room.

What should an operator do before the next board paper goes in?

Re-run the investment case at six and at seven times earnings at exit, and see which projects still clear. Most internal papers in this industry carry an exit valuation inherited from a better year, and a capital request that works at ten times is a different request at six and a half. That is an afternoon with a spreadsheet, and it is better done now than by someone in finance in March.

The second job costs more. A change of control that has been agreed but not yet approved freezes an operator for a long time. Caesars signed on 27 May 2026 and is still waiting, with a second request from the FTC on 14 September, change of control approvals outstanding in New Jersey and Pennsylvania among other states, and a ticking fee of $0.007150 per share per day from 26 June 2027, around $2.61 a share a year, against an outside date that can run to November 2027. Eighteen months from signing to closing is the realistic case rather than the pessimistic one, and the hiring, the capital spending and the vendor renewals inside that business are all being decided by people who do not know who their owner will be by the time the decision comes good.

Boardroom Questions

Five questions worth putting to the board while the three 2026 deals are still fresh.

1. What exit valuation does each of our live investment cases assume, and how many still clear at six and a half times earnings?
2. What percentage of our shares would have to change hands before each of our licences triggers a change of control approval, and which regulator and notification window applies to each one?
3. If our parent agreed a sale tomorrow, which decisions could we not take for eighteen months, and how many of those fall due in the next six?
4. MGM’s largest shareholder has pre-committed its vote to the board’s recommendation on a sale, on four named conditions. Do we know how our own largest shareholders are committed, and on what terms?
5. Caesars will pay a ticking fee from June 2027 for an approval delay nobody caused. What would a twelve month regulatory delay cost us, and has anyone been asked to price it?

Sources

• Agreement and Plan of Merger among Caesars Entertainment, Inc., Fertitta Gaming Holdco, LLC and Empire Merger Sub, Inc., dated 27 May 2026, as recorded in Caesars’ proxy statement and summarised in Acquiry Deal Intelligence, “Caesars Shareholders Approve Fertitta’s $17.6bn Take-Private”, Joash Boyton, 30 September 2026. Source for the price of $31.00 cash a share, the total of about $17.6bn including about $11.9bn of assumed Caesars debt, the ticking fee of $0.007150 per share per day after 26 June 2027, the record date of 21 August 2026 against 203,780,124 shares outstanding, and the special meeting of 22 September 2026 at the Eldorado Resort & Casino in Reno, where 133,313,001 shares voted in favour, 4,276,986 against and 5,687,952 abstained, with the result filed on Form 8-K on 23 September 2026.
• iGaming Business, “Caesars shareholders approve Fertitta merger while FTC review continues”, Jess Marquez, 23 September 2026. Source for the HSR filing in July 2026, the FTC second request of 14 September 2026, the $6.6bn senior secured facility made up of a $2bn revolver and $4.6bn of term and bridge loans as cited from the proxy, the 49 per cent premium to the February 2026 price at which Fertitta first offered, and the outstanding state change of control approvals including New Jersey and Pennsylvania.
• Investing.com, carried by Yahoo Finance, “JPMorgan cuts Caesars rating after Fertitta takeover deal”, Jaiveer Shekhawat, 29 May 2026. Source for JPMorgan’s downgrade of Caesars to Neutral, its price target of $31, its description of $31 as at the lower end of the expected valuation range, the implied multiple of about 7.1 times projected 2027 EBITDAR with a free cash flow yield of about 15.5 per cent, and the outside completion date running as late as November 2027.
• Skift, “‘We’re Done’: MGM Resorts Ends Merger Talks With Barry Diller’s People Inc.”, Sean O’Neill, 28 October 2026. Source for the People Incorporated proposal of 1 June 2026 at $48.30 cash a share, a premium of 10.6 per cent and a value of roughly $18bn, for the withdrawal in September 2026, and for Bill Hornbuckle’s account on the earnings call of 28 October 2026 that the two sides came to terms on price and that People could not assemble a financing syndicate.
• MGM Resorts International and People Incorporated, “MGM Resorts International and People Incorporated Enter into Amended Voting Agreement”, press release, Las Vegas, 28 October 2026, read in the full text reproduced by StockTitan because MGM’s own investor site could not be retrieved. Source for the undertaking not to purchase additional shares where aggregate ownership would exceed 29.9 per cent, the undertaking to vote in accordance with the Board’s recommendation in connection with a change of control transaction, MGM’s agreement not to take defensive measures or actions designed to be adverse to the Covered Entities for so long as they remain in compliance, the statement that neither side is obliged to enter into any transaction and that none is contemplated, and the quoted words of chairman Paul Salem. The release states no term or expiry date for the agreement.
• People Inc. and Barry Diller, Schedule 13D/A Amendment No. 10 in respect of MGM Resorts International, reporting Amendment No. 1, entered into on 27 October 2026, to the Voting Agreement of 3 April 2026, read in the filing text reproduced by StockTitan. Source for the holding of 66,822,350 shares and 26.5 per cent as at 27 October 2026 against 251,592,756 shares outstanding at 27 July 2026, the four conditions attaching to the change of control vote, the threshold of 25.73 per cent of voting power above which ordinary votes follow the majority of the other shares, and the exclusion of proxy contests and of actions against third parties acquiring a significant stake from the defensive measures covenant.
• Hotel Dive, “MGM Resorts amends deal with People Inc., shares Q3 results”, Jenna Graber, 29 October 2026, reporting MGM’s third quarter 2026 results released on 28 October 2026. Source for net revenues down 1 per cent, adjusted EBITDA down 20 per cent, Las Vegas revenues down 2 per cent, Las Vegas segment adjusted EBITDAR down 12 per cent, and revenue per available room and average daily rate each down 8 per cent with occupancy flat. These figures are as reported rather than taken from the release itself, which could not be retrieved.
• Casino.org, “MGM Alters Diller Voting Agreement, Door Open for Him to Approve Third-Party Takeover”, Todd Shriber, 28 October 2026, updated 29 October 2026. Source for MGM’s shares being down 22.6 per cent year to date.
• CDC Gaming, “MGM Resorts amends voting agreement after People ends takeover bid”, Chris Sieroty, 28 October 2026. Source for Barry Diller’s remark that “we didn’t feel the mix was coming together in the way we have hoped”.
• Lottomatica Group S.p.A. and CIRSA Enterprises, S.A., transaction announcement presentation, 2 September 2026. Source for the exchange ratio of 0.668 new Lottomatica shares per CIRSA share, the split of about 67.5 per cent to Lottomatica holders and about 32.5 per cent to CIRSA holders, Blackstone at about 24 per cent of the combined company with two nominated directors, the CIRSA extraordinary dividend of 262m euro or 1.56 euro a share before effectiveness, the further 744m euro of capital returns after completion, 2026 guidance of 800m to 820m euro of CIRSA EBITDA against 940m to 980m euro for Lottomatica, pro forma net debt of 2.7 times earnings at completion against a target range of 2.0 to 2.5 times, and the retention of the Euronext Milan listing alongside a new Spanish listing.
• Lottomatica Group S.p.A., Avviso di convocazione, Rome, 8 October 2026, together with the company’s shareholder meeting and CIRSA merger pages. Source for the extraordinary and ordinary shareholders’ meeting of 23 November 2026 at 12:00, held exclusively by means of telecommunication with attendance and voting only through the designated representative Computershare S.p.A., the record date of 12 November 2026, the proxy deadline of 23:59 on 19 November 2026, the first extraordinary agenda item approving the common merger plan for the cross-border merger by absorption of CIRSA Enterprises S.A. into Lottomatica Group S.p.A., and the boards’ approval of that common merger plan on 8 October 2026.
• iGaming Business, “Lottomatica and CIRSA agree merger”, Kyle Goldsmith, 2 September 2026. Source for the calculation of about six times CIRSA’s expected 2026 EBITDA of 800m to 820m euro, for the expected completion in the second quarter of 2027, and for the quoted remarks of Guglielmo Angelozzi and Antonio Hostench. The multiple is iGaming Business’s own calculation rather than a figure published by either company.
• iGaming Business, “CIRSA targets upper end of 2026 guidance as Lottomatica merger advances”, 5 November 2026. Source for CIRSA’s third quarter 2026 revenue of 628m euro, up 12 per cent.
• CIRSA Enterprises, S.A., initial public offering page, “CIRSA confirms its IPO at 15.00 euro per share”, 7 July 2025. Source for the IPO price of 15.00 euro a share and the start of trading on the Spanish exchanges on 9 July 2025.