Icahn Ally Courtney Mather Steps Down From Caesars Entertainment Board

Courtney Mather, a long-time ally of activist investor Carl Icahn, has resigned from Caesars Entertainment’s (NASDAQ: CZR) board of directors, effective July 6.

The news comes as Icahn is attempting to mount a takeover bid for the casino giant — one that needs to adequately surpass the $17.6 billion Tilman Fertitta’s Fertitta Entertainment Inc. (FEI) is offering for the target. Caesars didn’t comment on deal-making being a potential impetus for Mather leaving the board.

Mather joined Icahn LP, the limited partnership of Icahn Enterprises, in April 2014 after serving as head of U.S. loan trading at Goldman Sachs. He worked for Icahn until March 2020.

Mather Had Interesting Caesars History

As Icahn’s stake in the legacy version of Caesars exceeded 15% in March 2019, he aggressively pushed for control of the gaming company. The Harrah’s operator acquiesced, replacing three of its directors with a trio of Icahn designees: Mather, Keith Cozza, and James Nelson.

While Cozza and Nelson departed following the close of the transaction, Mather’s presence proved integral to the transition. He remained as the sole legacy independent director on the board after Icahn acted as the architect of the $17.3 billion acquisition by Eldorado Resorts—the landmark 2020 deal that created the modern version of Caesars.

Caesars isn’t the only company at which Mather represented Icahn’s activist interests; he also served on the boards of Freeport-McMoRan and Newell Brands. Currently, Mather serves as the chief executive officer and chief investment officer of Vision One.

Clock Ticking on Icahn’s Caesars Bid

As Caesars pointed out in its regulatory filing, Mather’s resignation isn’t the result of any disagreement with the company. Still, it arrives at a highly volatile moment for the casino giant’s ownership structure.

Reports are circulating that Icahn is working with Jefferies to assemble a last-minute, competing takeover bid to challenge Tilman Fertitta’s agreed $17.6 billion ($31 per share) acquisition. Icahn’s counterproposal, which has not yet been formalized, is rumored to involve complex debt adjustments that would value Caesars at $33 per share.

Icahn faces an absolute eleventh-hour crunch to bring Caesars back to the bargaining table before the company’s official “go-shop” period expires this Saturday, July 11. Though Mather has vacated his seat, Icahn retains immense leverage inside the boardroom: Icahn Enterprises General Counsel Jesse Lynn and CEO Ted Papapostolou both continue to hold active seats on Caesars’ remaining 10-member board.