Billionaire investor Carl Icahn is reportedly contemplating a late-stage competing offer for Caesars Entertainment, potentially disrupting Tilman Fertitta's agreed acquisition of the casino operator valued at $17.6 billion, which is set to conclude its go-shop period on July 11.
According to Bloomberg, investment bank Jefferies Financial is gauging investor interest for approximately $5 billion in debt financing to back a proposed offer of $33 per share from Icahn, surpassing Fertitta's all-cash bid of $31 per share. Fertitta's deal comprises $5.7 billion in equity and nearly $12 billion in assumed debt.
Icahn's offer is being framed as a liability management strategy, a method typically utilized by companies for debt restructuring, rather than traditional takeover financing.
However, CNBC has reported that the board of Caesars appears to prefer Fertitta's proposal due to its solid financing and reduced execution risks. CNBC’s David Faber remarked, “Will Icahn reach an agreement that satisfies the board? From what I gather, it’s a challenging path. They lean towards the Tilman deal, which has firm financing.”
Icahn has a longstanding relationship with Caesars, having built a substantial stake in the company in 2019 and playing a key role in its acquisition by Eldorado Resorts in 2020 before selling his shares. He began to re-establish his position in 2025, which led to the appointment of Icahn Enterprises executives Ted Papapostolou and Jesse Lynn to the board as Caesars evaluated strategic options for its digital segment.
At that time, Caesars CEO Tom Reeg expressed enthusiasm about Icahn’s involvement, stating, “Icahn wants to be part of the discussion, and I welcome his participation. We have a strong rapport.”
In a separate development, Caesars disclosed that board member Courtney Mather, a former executive at Icahn Enterprises, has resigned effective July 6, reducing the board's size from 11 to 10 members. The company clarified that his departure was “not due to any disagreement” with Caesars.
Meanwhile, Fertitta's acquisition is progressing through the regulatory framework, with two executives from Fertitta Entertainment scheduled to appear before the Nevada Gaming Control Board for suitability hearings.
The transaction is anticipated to face both gaming and antitrust evaluations, which may necessitate divestitures due to overlaps between Caesars' casino assets and Fertitta's existing gaming operations.
While Icahn's proposed offer stands at $33 per share, some reports have hinted at a possible bid ranging from $35 to $40 per share. Under the terms of Caesars' merger agreement with Fertitta, the company could incur a $200 million termination fee if it opts out of the deal, or $100 million under specific conditions related to a superior proposal.