M&A
Ticking Fee
Reviewed by iGaming Times editorial teamLast reviewed 24 September 2026
What is Ticking Fee?
A per-day increase in the price a buyer pays for each day a signed acquisition remains unclosed beyond an agreed date. It compensates the target’s shareholders for the time value of money they lose while regulators deliberate.
Key takeaways
- A ticking fee raises the deal price by a fixed amount for each day a signed acquisition stays unclosed after an agreed date.
- Caesars Entertainment's 2026 agreement adds $0.00715 a share a day from 1 July 2027 if the deal has not closed by 26 June 2027.
- Where the fee starts shows how long both sides expect approvals to take, and it gives the buyer a financial reason to close.
Why it matters
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: if the deal has not closed by 26 June 2027, $0.00715 per share is added for each day from 1 July 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.
The bottom line
A ticking fee prices the regulatory delay both sides expect. Where it starts tells you more about the deal timetable than any press release.
Sources
- Caesars Entertainment, Inc. Form 8-K (merger agreement with Fertitta Entertainment) - US Securities and Exchange Commission (EDGAR)
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Frequently asked questions
What is a ticking fee?
A ticking fee is an increase in the price a buyer pays for each day a signed acquisition remains unclosed beyond an agreed date. It compensates the target's shareholders for the time value of money they lose while regulators deliberate, and it gives the buyer a financial reason to push for completion once the trigger date has passed.
How is a ticking fee calculated?
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. Under Caesars Entertainment's 2026 merger agreement, if closing has not happened by 26 June 2027, $0.00715 per share is added for each day from 1 July 2027 until the day before closing, about $0.22 a share a month.
Why are ticking fees used in gambling acquisitions?
Gambling deals close slowly. A transaction may need clearance from many state or national gambling regulators, each running its own probity investigation into the buyer, its beneficial owners and sometimes its lenders, alongside antitrust review. Long gaps between signing and closing are common, and a ticking fee shares the cost of that delay between buyer and seller.