Caesars Entertainment, Inc. has officially announced the resignation of Jesse Lynn, the general counsel of Icahn Enterprises, and Ted Papapostolou, the CEO of IEP, from its board, effective September 16. Both individuals informed Executive Chairman Gary Carano of their immediate decision to step down.
In light of their departures, the Icahn Group has chosen to forgo its right to appoint new directors as per the Director Appointment and Nomination Agreement established on March 17, 2025. Lynn and Papapostolou joined the board in March 2025, approximately ten months after Carl Icahn revealed a new equity interest in Caesars. Their resignations come shortly after Courtney Mather, another Icahn-affiliated director, left the board about two months ago after a seven-year tenure at Icahn Enterprises.
Caesars did not clarify whether the resignations were linked to its previous rejection of Icahn's buyout offer. Currently, Icahn holds around 5% of Caesars' shares. Discussions regarding a potential take-private deal between Caesars and Icahn date back to 2025, when Icahn proposed a bid of $34 per share for the company, which was higher than the $31 per share offer from Tilman Fertitta's Fertitta Entertainment Inc. (FEI), which Caesars ultimately accepted. The complexities related to debt in Icahn's proposal rendered it less appealing to the Carano family, the largest non-institutional shareholder of Caesars.
The same Form 8-K filing revealed that both Caesars and Fertitta Entertainment received a Second Request from the Federal Trade Commission (FTC) on September 14, as part of the Hart-Scott-Rodino Antitrust Improvements Act of 1976. This request extends the waiting period for the merger until 30 days after both companies comply substantially, unless they agree to a longer period or the FTC decides to conclude it sooner.
Both Caesars and Fertitta Entertainment have expressed their intention to cooperate fully with the FTC's review. In the filing, they stated, 'The Company and Fertitta Entertainment intend to continue to work cooperatively with the FTC in its review of the Merger. Completion of the Merger remains subject to the expiration or termination of the waiting period under the HSR Act and the satisfaction or waiver of other closing conditions specified in the Merger Agreement.'
The merger agreement with Fertitta Entertainment was announced on May 27, 2026, and involves a merger subsidiary that will integrate into Caesars, making it a wholly owned subsidiary of Fertitta Entertainment. Shareholders are set to vote on the $31-per-share deal during a special meeting scheduled for September 22.