Billionaire investor Carl Icahn is contemplating a late-stage competing offer for Caesars Entertainment, aimed at challenging Tilman Fertitta’s agreed $17.6 billion acquisition of the casino operator before the expiration of the company’s go-shop period on July 11.
Bloomberg has indicated that the investment bank Jefferies Financial is gauging interest from investors for approximately $5 billion in debt financing to back a potential offer of $33 per share from Icahn, surpassing Fertitta’s proposed all-cash bid of $31 per share. Fertitta’s deal is estimated at $17.6 billion, comprising $5.7 billion in equity with nearly $12 billion in assumed debt.
Icahn’s initiative is reportedly framed as a liability management exercise, a strategy more commonly deployed by firms to refinance debt, rather than for acquisition financing.
Nonetheless, CNBC has reported that the Caesars board appears to lean toward Fertitta’s offer due to its assured financing and diminished risk during execution.
“Will [Icahn] manage to get to an agreement acceptable to the board of directors? From what I’m hearing, it’s a difficult path,” CNBC’s David Faber stated. “They are in favor of the Tilman agreement. There’s solid financing behind it.”
Icahn has a longstanding relationship with Caesars. He acquired a considerable stake in the company in 2019 and played a pivotal role in its acquisition by Eldorado Resorts in 2020 before divesting his investment. He began re-establishing his stake in 2025, which led to the appointment of executives from Icahn Enterprises, Ted Papapostolou and Jesse Lynn, to Caesars’ board as the company sought strategic alternatives for its digital operations.
At that time, Caesars’ Chief Executive Officer Tom Reeg expressed support for Icahn’s involvement.
“Icahn wants to engage in the discussions and I welcome his participation,” Reeg previously mentioned. “We share a positive relationship.”
In a separate note, Caesars confirmed that board member Courtney Mather, a former executive at Icahn Enterprises, resigned effective July 6, reducing the board’s size from 11 to 10 members. The company stated that his departure “was not due to any disagreement” with Caesars.
Fertitta’s acquisition continues to progress through the regulatory framework, with two executives from Fertitta Entertainment slated to appear before the Nevada Gaming Control Board for suitability hearings.
The transaction is anticipated to face gaming and antitrust evaluations and may require divestitures due to overlapping interests between Caesars’ portfolio and Fertitta’s existing gaming assets.
While Icahn’s proposed offer stands at $33 per share, some media outlets have indicated a potential bid of between $35 and $40 per share. Under the stipulations of Caesars’ merger agreement with Fertitta, the company could incur a $200 million termination fee if it breaks off from the deal, or $100 million under specific circumstances involving a superior offer.