Tilman Fertitta, the Houston billionaire, has made headlines this year with his move to take Caesars Entertainment private. As the deadline for potential competing offers approaches on July 11, fellow billionaire Carl Icahn is reportedly considering a late bid for the troubled casino operator.
According to Bloomberg, investment bank Jefferies Financial is exploring interest in a $5 billion debt financing package to support a $33-per-share offer. This figure would surpass Fertitta's offer of $31 per share while also facilitating a privatization of the company. Fertitta’s all-cash deal, valued at $17.6 billion, encompasses $5.7 billion in equity and nearly $12 billion in assumed debt.
Icahn’s bid is perceived as a complex liability management exercise (LME), a strategy typically embraced by companies to restructure debt and avoid bankruptcy. While the report spurred an uptick in trading volume on Tuesday, Caesars’ shares held steady around $30.
On Wednesday, CNBC’s David Faber cast doubt on Icahn’s chances of persuading the Caesars board at this late stage. "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 noted, adding that the board favors Fertitta’s proposal due to its solid financing. He mentioned that the debt package is tied to the current management team; significant changes could necessitate refinancing much more debt.
Icahn's interest appears sincere, but time is a critical factor, compounded by his past relationship with Caesars. He began acquiring shares in Caesars in 2019 and led the company's purchase by Eldorado Resorts in 2020, later selling his stakes. The fallout from that deal has been harsh for Caesars shareholders, with the stock plummeting nearly 70% in the past five years. It dropped to below $20 in February before rising to about $29 amid takeover discussions. Investors' interest in a second Icahn-led takeover remains uncertain.
Despite the challenges, Icahn's involvement could still influence the decision-making process. Having begun accumulating shares in 2025, he successfully had two directors from Icahn Enterprises, CFO Ted Papapostolou and general counsel Jesse Lynn, appointed to the board. Icahn's renewed interest coincided with talks about spinning off Caesars’ digital business. The company had previously signaled receptiveness to these discussions.
Icahn expressed a desire to engage with the board, stating, “We have a great relationship,” when reflecting on his involvement in conversation with CEO Tom Reeg during last year’s East Coast Gaming Congress.
In a recent development, Caesars announced a reduction of board members from 11 to 10, a change which may not favor Icahn’s position. Courtney Mather, chief investment officer at Vision One and board member since 2019, will resign effective July 6. Mather previously served as managing director for Icahn Enterprises from 2014-2020, and the SEC filing clarifying his departure noted that it was “not the result of any disagreement” with Caesars.
As Icahn scrambles to finalize his bid, Fertitta's plans continue to move forward. This week, the first two executives from Fertitta Entertainment are scheduled for suitability hearings with the Nevada Gaming Control Board. CFO Richard Liem and Steven Scheinthal, Fertitta’s senior vice president and legal advisor, will be the focus of these sessions.
These hearings mark an essential step in what could become a drawn-out regulatory process should Fertitta’s deal be approved. Fertitta’s Golden Nugget Casinos operate in several locations competing with Caesars, including two in Nevada: Laughlin and Lake Tahoe. Eldorado faced similar antitrust reviews during its acquisition of Caesars, leading to mandated divestments. The NGCB previously refrained from commenting on the Fertitta acquisition but affirmed that federal rulings would precede any state-level decisions.
As of Wednesday, Caesars’ shares closed at $29.82, reflecting a slight decline for the day. Before Caesars announced its agreement with Fertitta on May 28, the stock traded around $28 per share.
