Tilman Fertitta, the billionaire from Houston, has made headlines this year with his attempt to take Caesars Entertainment private. As the go-shop window for this deal is set to close on July 11, fellow billionaire Carl Icahn is reportedly considering a last-minute bid for the troubled casino operator.
A recent report by Bloomberg indicated that Jeffries Financial, an investment bank, is exploring interest in a $5 billion debt financing package aimed at facilitating a $33-per-share offer from Icahn. This would surpass Fertitta’s bid of $31 per share while also moving to take the company private. Fertitta’s all-cash proposal totals $17.6 billion, incorporating $5.7 billion in equity alongside nearly $12 billion in assumed debt.
Icahn’s plan is characterized as a complex liability management exercise. Normally utilized by firms to restructure debt and avert bankruptcy, these operations have seen increased popularity amidst high-interest rates, though they remain controversial. The report regarding Icahn led to a spike in trading volume on Tuesday, yet Caesars’ shares stayed relatively stable around $30.
On Wednesday, CNBC's David Faber cast doubt on Icahn's chances of persuading the Caesars board to consider his offer at this late stage. "Will Icahn get to a finish line that's acceptable to the board of directors? From what I’m hearing, it’s a tough slog. They favour the Tilman deal. There is firm financing there. The debt package kind of travels with the management team, meaning if the management team were to leave, you would have to refinance a lot more debt," Faber stated.
Icahn’s interest appears sincere, but the timing constraints and his previous involvement with Caesars pose significant challenges. He began accumulating a controlling stake in Caesars in 2019 and played a crucial role in its sale to Eldorado Resorts in 2020, before selling off his shares. The stock performance since then has been troubling for shareholders, plunging nearly 70% over five years and dipping below $20 in February, only to rebound to around $29 due to takeover discussions. Investors' appetite for a second Icahn-led acquisition remains uncertain.
Icahn's influence, however, is still evident. In early 2025, he began acquiring a new stake in Caesars and appointed two directors from Icahn Enterprises, CFO Ted Papapostolou and general counsel Jesse Lynn. His renewed interest was initially linked to discussions about the potential spin-off of Caesars' digital business.
Reeg, the CEO of Caesars, acknowledged Icahn's participation: "He wants to be involved in the conversation and I welcome him to join us. We have a great relationship."
Adding to the dynamics, Caesars announced a reduction in its board size from 11 to 10 members, with Courtney Mather, the chief investment officer at Vision One and a board member since 2019, stepping down effective July 6. Mather, who previously worked for Icahn Enterprises, stated that his resignation was not due to any disagreements with Caesars.
While Icahn strategizes his potential bid, Fertitta’s acquisition plan is moving ahead. This week, two executives from Fertitta Entertainment will face suitability hearings before the Nevada Gaming Control Board. These are CFO Richard Liem and Steven Scheinthal, Fertitta’s senior vice president and legal advisor. These hearings mark the beginning of what is expected to be a lengthy regulatory review if the deal proceeds. Fertitta, who currently owns Golden Nugget Casinos, operates in markets that compete with Caesars, including two locations in Nevada: Laughlin and Lake Tahoe. Similar antitrust regulatory scrutiny was applied to the Eldorado acquisition as well, necessitating various divestments to address federal and state regulatory concerns.
The Nevada Gaming Control Board has confirmed it will wait for federal rulings before making state-level determinations regarding the Fertitta acquisition.
As of Wednesday, Caesars’ shares closed at $29.82, a slight decline for the trading session. Ahead of the announcement on May 28 regarding the deal with Fertitta, shares were trading at around $28.
