Caesars Entertainment Shareholders Approve Carl Icahn Board Members, Vote to Review Compensation Annually

Posted on: July 3, 2019, 10:30h. 

Last updated on: July 3, 2019, 10:30h.

Caesars Entertainment investors have formally approved of several board of directors handpicked by billionaire Carl Icahn who will help lead the company through its $17.3 billion acquisition by Eldorado Resorts.

Caesars Entertainment board Carl Icahn
Caesars Entertainment has confirmed new leadership, as the company moves to being acquired by Eldorado Resorts. (Image: LE Baskow/Las Vegas Review-Journal)

In filings made with the US Securities and Exchange Commission (SEC), Caesars reveals Icahn Enterprises CEO Keith Cozza, Icahn Capital Portfolio Manager Courtney Mather, and Icahn Enterprises board member James Nelson have all been approved for the casino giant’s board. CEO Anthony Rodio – who was also selected by Icahn to lead Caesars – was also endorsed as a board member.

After their nominations in March, Caesars Chairman James Hunt said, “Our new colleagues bring diverse and relevant experience, and we look forward to them joining our board in our ongoing efforts to further enhance value for all shareholders. Since the completion of Caesars’ restructuring, we have been undergoing a strategic process to create value, and we will continue that process working with our new directors.”

That “value” came by way of being sold, something Icahn was pressuring. Eldorado is paying $8.58 billion in cash and stock for Caesars, and assuming its $8.8 billion in debt.

The $17.3 billion total purchase price values Caesars at nearly $13 a share, far higher than what it was trading at ($9.99) when the deal was announced.

Business Dealings

Eldorado Resorts and Caesars Entertainment aren’t expected to close on the massive and complex merger until the second quarter in 2020. In the interim, many paramount issues need to be resolved.

Following his company’s takeover announcement, Eldorado CEO Thomas Reeg explained, “As I sit here today, there is more Strip exposure than we need.”

Caesars currently operates 34 casinos and resorts. The company has numerous properties on the Las Vegas Strip including Caesars Palace, Flamingo, Planet Hollywood, Harrah’s, Bally’s, Cromwell, and Linq.

At least two casino billionaires – Treasure Island owner Phil Ruffin and Golden Nugget owner Tilman Fertitta – are expected to make plays for a Caesars casino located on the Strip should one or more come up for sale.

Fertitta, who was in the running to buy Caesars, said he’s going to “try to pick off one or two properties.” Ruffin said he’s “very interested” so long as it’s not a property whose physical assets are owned by a real estate investment trust (REIT).

Short Gigs

Along with the board appointments, Caesars stakeholders signed off on changing executive compensation reviews from every two years to annually.

Eldorado says once the deal is completed, the combined company will use the Caesars Entertainment name. It will be based in Reno, but with a strong corporate presence in Las Vegas. Eldorado Chairman Gary Carano and Reeg will lead the organization, along with a to-be-named COO, CFO, and CLO.

Rodio came to Caesars from Affinity Gaming this spring. The gaming industry veteran led Tropicana Entertainment during Icahn’s ownership, and has remained the billionaire’s go-to CEO for casino matters.