In a notable twist in the ongoing saga of Caesars Entertainment, billionaire Carl Icahn is reportedly contemplating a last-minute bid for the struggling casino operator. This comes as Houston billionaire Tilman Fertitta’s initiative to take Caesars private has taken center stage in 2023. The deadline for the deal’s go-shop window is July 11, presenting Icahn a narrow window to act if he chooses to proceed.
On Tuesday, Bloomberg reported that Jeffries Financial has started exploring interest in a $5 billion debt financing package. This funding would facilitate a $33-per-share offer from Icahn, surpassing Fertitta's proposal of $31 per share. Fertitta’s all-cash acquisition is valued at $17.6 billion, comprising $5.7 billion in equity and nearly $12 billion in assumed debt.
Icahn’s potential offer is framed as a complex liability management exercise, an approach typically used to restructure debts in an attempt to avert bankruptcy. While this news stirred increased trading activity on Tuesday, Caesars’ stock price hovered around $30, showing little significant movement.
However, Icahn’s chances appear slim according to comments from CNBC’s David Faber on Wednesday. He suggested that persuading the Caesars board to consider a competing offer late in the process would be challenging. "Will [Icahn] get to a finish line here that’s acceptable to the board of directors? From what I’m hearing, it’s a tough slog," Faber observed, noting the board favors Fertitta’s proposal due to the firm financing attached to it.
Icahn has a history with Caesars that complicates his latest interests. Having amassed a controlling stake in the operator since 2019, he was instrumental in the company’s acquisition by Eldorado Resorts in early 2020, before selling off his shares. The current leadership at Caesars—led by CEO Tom Reeg and the Carano family—is comprised largely of executives from Eldorado.
The aftermath of the Eldorado acquisition was detrimental for Caesars’ shareholders, with stock values plummeting nearly 70% over five years, dropping below $20 in February before speculation of the Fertitta takeover saw shares rally to about $29.
Icahn is back in the mix, having started to acquire a new stake in Caesars in early 2025, which included the appointment of two directors from Icahn Enterprises, Ted Papapostolou and Jesse Lynn. The anticipated spin-off of Caesars’ digital division may have prompted his return to the table for conversation. CEO Reeg noted, "Icahn wants to be involved in the conversation and I welcome him to join us. We have a great relationship."
Meanwhile, the Caesars board announced a reduction in its size from 11 to 10 members, a change that may hinder Icahn’s efforts rather than facilitate them. Courtney Mather, a board member since 2019 and chief investment officer at Vision One, will resign effective July 6. Mather’s prior role as managing director for Icahn Enterprises from 2014-2020 raised questions regarding his departure, yet the SEC filing stated it was not due to any disagreement with the company.
While Icahn races against time to finalize his proposal, Fertitta’s strategy is advancing without delay. The Nevada Gaming Control Board is set to hold suitability hearings for two executives from Fertitta Entertainment on Thursday. CFO Richard Liem and senior vice president Steven Scheinthal will be the first to present themselves, an initial step in what could be an extended regulatory process if the acquisition proceeds. Fertitta already manages Golden Nugget Casinos, which operates in similar jurisdictions to Caesars, including Nevada’s Laughlin and Lake Tahoe.
The NGCB has refrained from commenting on the Fertitta acquisition, indicating it will await a federal decision before making any state-level conclusions. As of Wednesday’s market close, Caesars priced at $29.82 per share, a slight decrease from the previous trading session, following a growth from $28 after the announcement of Fertitta’s acquisition plans on May 28.
