Ticking Fee

A ticking fee exists because gambling acquisitions close slowly and nobody can say in advance how slowly. A deal signed today may need clearance from a dozen state or national gambling regulators, each running its own probity investigation into the buyer, its ultimate beneficial owners and sometimes its lenders. Antitrust review runs in parallel on a different clock. Eighteen months between signing and closing is unremarkable, and in that time the agreed price sits still while the seller’s shareholders cannot deploy the cash.

The mechanic is simple: from a stated date, the consideration rises by a fixed amount per share per day, or by a fixed sum per day across the whole equity. Caesars Entertainment’s 2026 agreement is a worked example, adding roughly $0.0072 per share for every day past 26 June 2027, about $0.22 a share a month. Two things follow. The fee tells you what both sides privately expect: a ticking fee starting eighteen months after signing is an admission that eighteen months is plausible. And it shifts the incentive to close, because from the trigger date onward, delay costs the buyer real money rather than merely testing the seller’s patience. Read alongside the reverse termination fee, it is the clearest signal in a merger agreement of how much regulatory risk the buyer has actually accepted.