Carl Icahn recently proposed to purchase Caesars Entertainment (NASDAQ: CZR) at $34 per share, surpassing the previous offer of $31 per share made by Tilman Fertitta’s Fertitta Entertainment Inc. (FEI). However, the gaming corporation seems indifferent to Icahn’s proposition.
Icahn’s proposal was the singular offer during Caesars’ go-shop period, which allowed the casino giant to seek out potentially better bids than Fertitta’s. Initially set to wrap up on July 11, the shopping window was extended for a month after Icahn submitted his last-minute $34 per share bid on July 10.
In a proxy filing with the Securities and Exchange Commission (SEC) dated August 11, Caesars’ management disclosed that they had notified the board regarding the Icahn proposal, although progress might be hindered due to the Carano family’s reluctance.
“On June 27, 2026, (Caesars CEO Tom) Reeg communicated with a representative of the Icahn Group, voicing apprehensions about a potential proposal that could lead to high leverage and diminished free cash flow, making it improbable for the Carano family to maintain their equity in such a deal,” the filing states.
The Carano family, behind Eldorado Resorts and its predecessor entities, ranks among Caesars’ largest non-institutional shareholders. Notably, Icahn had orchestrated Eldorado’s $17.3 billion acquisition of “old Caesars” back in 2020.
Icahn Counted on Carano Family Support
Prior to the proxy filing, analysts speculated that if Icahn pursued a deal with Caesars, his offer would likely be more intricate compared to Fertitta’s. It appears that this speculation is materializing.
The regulatory document indicates that Icahn’s July 10 bid for Caesars would involve funding through $1.4 billion in cash from Icahn Group, $6.5 billion sourced from investment bank Jefferies, alongside approximately $860 million in roll-over equity from the Icahn Group, its subsidiaries, select members of the Carano family, and management.
In other words, Icahn was banking on the Carano family’s backing, which has not emerged. In a communication to Caesars investors accompanying the proxy filing, Gary Carano, executive chairman of the board, emphasized that the Fertitta bid serves “the best interests of the company and its shareholders.”
On Monday, Caesars management informed its board that it had engaged with representatives from the Icahn Group and Jefferies, stating they are “open to discussion,” but no significant progress had been made on key issues previously raised by the Company.
The Ongoing Caesars Drama
The proxy filing reveals Icahn’s interest in acquiring Caesars and transitioning it private dates back to summer 2025. During that timeframe, Reeg had sporadic conversations with an Icahn Group representative voicing interest in a go-private transaction. That interest intensified in the fourth quarter.
“In the week of November 10, 2025, a representative from the Icahn Group informed Mr. Reeg of their serious interest in a potential take-private acquisition of the Company. Mr. Reeg subsequently updated Gary L. Carano, Chairman of the Board, David Tomick, the Lead Independent Director, and Edmund Quatmann, the Company’s Chief Legal Officer, about the Icahn Group’s intentions,” according to the proxy document.
In the following weeks through late November 2025 and into December, discussions progressed to a stage where the unidentified Icahn Group representative requested that the entity holding the Carano family’s equity stake in the Harrah’s operator enter into a non-disclosure agreement (NDA). However, this request was declined by Gary Carano and Reeg.
This unfolded after Icahn renewed his equity position in the Horseshoe operator in 2024, at which point he implied he would take a passive role as a Caesars investor, clearly stating he had no intentions of taking an activist approach.