In late May, Caesars Entertainment was set to be acquired and taken private by Fertitta Entertainment in a substantial deal valued at $17.6 billion when including assumed debt. This acquisition marks one of the most significant moves in the U.S. casino sector in several years and is notable following Caesars' previous acquisition by Eldorado Resorts in 2020.
Prior to this final agreement, speculation about a potential acquisition by Fertitta had circulated for months. Soon after the acquisition was announced, Carl Icahn, the billionaire activist investor who played a pivotal role in Caesars' previous deal with Eldorado, emerged as a competing bidder once again.
While initial reports suggested that negotiations were brief and tumultuous, a preliminary proxy filing submitted by Caesars recently revealed that the timeline of negotiations extended back to 2025 and involved multiple rounds of offers and discussions. Intriguingly, it was Icahn who first approached Caesars about a deal, rather than Fertitta.
The final agreement with Fertitta included several key terms: a purchase price of $31 per share, a daily accruing "ticking fee" if the deal isn’t finalized by June 26, 2027, a financing package of $6.6 billion, a $200 million termination fee for Caesars, and a $450 million reverse termination fee for Fertitta. Additionally, the Carano family committed to rolling over significant equity into the new business under Fertitta’s ownership.
Icahn's engagement with Caesars began back in 2019, when he acquired a substantial stake and played a crucial role in its $17.3 billion acquisition by Eldorado. After selling his shares following the merger, Icahn started reacquiring Caesars stock in May 2024, renewing discussions with the company. By March 2025, a deal was reached where Icahn agreed not to make a takeover bid or exceed 5% ownership in exchange for two positions on Caesars’ board of directors.
As talks continued through 2025, Icahn expressed his desire to be involved in company matters. However, by December, although he indicated interest in pursuing a deal, a prior agreement limited his ability to make formal offers. A waiver granted on December 3 allowed for negotiations, but by then, Fertitta had expressed interest, sending a notice to Caesars by December 19.
On January 2 of this year, Icahn became the first to make a formal offer of $28.50 per share, which was financed through a combination of cash, new equity, and debt. However, this proposal faced hurdles as the financial structure deterred the Carano family from rolling over their equity. A week later, Fertitta countered with an offer of $28.75 per share backed by a financing letter. Following numerous discussions, which included a plan presented by Reeg to the Caesars board, both offers were ultimately rejected.
As the competition intensified, on January 29, new bids were submitted with Icahn's offer remaining at $28.50 and Fertitta raising its bid to $30.50. Caesars’ board met again on February 2 to extend Icahn's waiver and encourage better offers.
On February 5, Icahn raised his bid to $32 per share, only for Fertitta to respond the next day with a $31.50 per share offer. The following week, on February 13, Fertitta matched Icahn's $32 per share offer, but by February 17, Icahn formally withdrew from the bidding process, leaving Fertitta as the sole bidder.
However, after a report from the Financial Times on February 28, Icahn made a return with a $33 per share offer, coinciding with the onset of escalating geopolitical tensions in Iran, which later impacted negotiations.
Following this, on March 16, Fertitta informed Caesars of its intent to lower its offer to $31 per share due to rising macroeconomic risks. Around this time, an unknown competitor, dubbed "Party B," emerged, claiming to offer $36 or $37 per share. However, efforts to verify Party B’s identity proved unsuccessful, indicating this bid might have been a hoax.
As negotiations continued, Fertitta's offer settled at $31 per share, with Caesars board members, including Reeg and the Carano family, approving the transaction amid market uncertainties increasing operating costs. With multiple attempts made by Caesars to negotiate a higher price, they ultimately reached an agreement with Fertitta on May 27, 2025, which was announced the next day.
After completing the acquisition, there was a 45-day "go-shop" period allowing Caesars to explore other offers until July 11. During this period, Caesars approached 20 interested parties, including Icahn, but only engaged significantly with him. On July 10, just before the deadline, Icahn proposed $34 per share, but concerns over leverage and cash flow dissuaded Caesars from re-engaging seriously.
As the deadline arrived, Caesars extended talks to July 25, 2025. However, they again determined Fertitta's offer remained superior. When negotiations stalled, Icahn’s proposal was noted as dependent on the Carano family’s equity rollover, complicating matters further. Ultimately, no acceptable terms were reached, leading to Fertitta succeeding in acquiring Caesars, concluding the months-long bidding war over one of the largest names in U.S. gaming.
