Caesars Stock Rises as Carl Icahn Eyes Rival Bid to Top Fertitta

Shares of Caesars Entertainment (NASDAQ: CZR) staged a modest late-day rally following reports that Carl Icahn is prepping a takeover bid to top Tilman Fertitta’s agreed-upon $17.6 billion acquisition.

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 proposal, 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

When news first broke in February that Caesars was a takeover target, speculation was rampant that Fertitta and Icahn were already jostling for position. Rumors even circulated ahead of the exclusive March negotiating window that Icahn had quietly floated a higher per-share offer than Fertitta.

What is clear now is that if Icahn is indeed preparing an official counter, it is an 11th-hour play. Caesars’ 45-day “go-shop” window expires on July 11, and until today, Wall Street analysts widely expected the board’s recommendation of the Fertitta deal to cross the finish line unchallenged.

A rival bid will trigger complex breakup mechanics. According to an SEC 8-K filing, the Caesars-Fertitta merger agreement carries a standard $200 million breakup fee. However, that penalty drops to $100 million if Caesars pivots to a “superior proposal” with an excluded party during the go-shop period. The filing also includes reverse-termination provisions protecting Fertitta if the deal collapses under regulatory scrutiny.

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.”