Caesars Stock Pops as Icahn Readies Fertitta-Topping Bid

Shares of Caesars Entertainment (NASDAQ: CZR) experienced a modest late-day rally amid reports that Carl Icahn is preparing a takeover bid that would beat the offer from Tilman Fertitta’s Fertitta Entertainment Inc. (FEI) the casino operator is currently mulling and expected to accept.

Various reports indicate Icahn, an activist investor who holds an equity stake in Caesars, could offer $35 to $40 a share for the gaming operator, beating the $31 per share bid Fertitta floated on May 28. Like Fertitta, Icahn is purposing to take Caesars private. Icahn is reportedly working with investment bank Jefferies to gauge interest in debt financing needed to acquire the Horseshoe operator.

In essence, the corporate raider is said to be attempting a liability management exercise (LME) that would tap Caesars creditors, essentially asking those bondholders to allow the acquirer to move select assets into an unrestricted subsidiary. An offering memorandum filed with the Securities and Exchange Commission (SEC) indicates creditors may have rights to compensation in a change in control scenario, but enforcing those rights is a different matter.

Jefferies is reportedly working to drum up support among Caesars creditors for the Icahn, though it’s not yet clear which of the gaming company’s assets could be moved into an unrestricted unit.

11^th Hour Bid from Icahn

Soon after news of Caesars being a takeover target surfaced in February, speculation was rampant that Fertitta and Icahn were jostling for position to acquire the Harrah’s operator. Prior to Fertitta and the gaming company entering into an exclusive negotiating period in late March, there were rumors, though unconfirmed, that Icahn offered more on a per share basis to buy Caesars.

What is clear is that if Icahn is in fact preparing an offer, it’s of the 11^th hour variety because Caesars’ 45-day go-shop period, agreed to under the terms of the Fertitta offer, expires on July 11. Prior to today’s reports, analysts didn’t expect a rival offer to materialize and Caesars’ board urged shareholders to accept the Fertitta proposal.

Under the terms of the Caesars/FEI merger agreement, there’s a $200 million termination fee or $100 million if Caesars “enter(s) into a Superior Proposal with any Excluded Party,” according to an 8-K filed with the SEC. There’s also a provision protecting FEI in the event the acquisition is called off for regulatory reasons.

Icahn Intimately Familiar with Caesars

Icahn is highly familiar with Caesars. In 2019, he amassed a stake of 10% in the old version of the gaming company – one that increased over time – and ultimately orchestrated the the $17.3 billion acquisition by Eldorado Resorts. That deal created the current version of the largest U.S. casino operator by number of properties.

In May 2024, the investor started a new position in the gaming company, but at that time he said he wasn’t angling for activism.

In March 2025, Jesse Lynn, general counsel of Icahn Enterprises, and Ted Papapostolou, chief executive officer of that company, joined Caesars board of directors. At that time, Icahn said he was eager to work with Caesars management to “explore strategic alternatives.”