Icahn Offered $34 a Share for Caesars in July, Talks Date Back a Year

Carl Icahn offered to acquire Caesars Entertainment (NASDAQ: CZR) for $34 per share last month, besting the $31 per share bid previously floated by Tilman Fertitta’s Fertitta Entertainment Inc. (FEI), but the gaming company appears unmoved by the Icahn pitch.

Icahn’s offer was the only one to arrive during Caesars’ go-shop period — the window in which the casino giant could solicit potentially superior proposals to Fertitta’s. The go-shop period was originally set to expire on July 11, but was extended a month after Icahn delivered an 11^th-hour bid of $34 a share on July 10.

In an Aug. 11 proxy filing with the Securities and Exchange Commission (SEC), Caesars management notes it informed the board of directors regarding receipt of the Icahn offer, but that bid may be stalled because the Carano family isn’t on board.

The Caranos are the family behind Eldorado Resorts and predecessor companies and are among Caesars’ largest non-institutional shareholders. Interestingly, Icahn orchestrated Eldorado’s $17.3 billion takeover of “old Caesars” in 2020.

Icahn Bet on Help from the Caranos

Prior to the proxy filing, it was speculated that if Icahn moved on Caesars, the corporate raider’s offer for the gaming company would likely be complex relative to the Fertitta bid. It appears as though things are panning out that way.

The regulatory document indicates Icahn’s July 10 offer for Caesars would be funded by a combination of $1.4 billion in cash on hand courtesy of the Icahn Group, $6.5 billion in financing from investment bank Jefferies and “approximately $860 million of rollover equity from the Icahn Group and its subsidiaries, certain members of the Carano family and members of management.”

Said another way, Icahn was likely banking on support from the Carano family that hasn’t materialized. In a letter to Caesars investors accompanying the proxy filing, Gary Carano, executive chairman of the board, says the Fertitta proposal is “in the best interests of the company and its stockholders.”

On Monday, Caesars management told its board that it had informed representatives of the Icahn Group and Jefferies that the gaming operator is “open to discussion but there had been no material progress on the fundamental issues the Company had previously raised.”

Caesars Soap Opera

The proxy filing reveals that Icahn’s interest in acquiring Caesars and taking it private dates back to the summer of 2025. During that period, Reeg had occasional conversations with a representative of the Icahn Group who expressed interest in a go-private deal. That interest accelerated in the fourth quarter.

Over the remaining weeks of November 2025 and into last December, the talks advanced to the point that the unidentified Icahn Group representative requested that the vehicle holding the Carano family’s equity interest in the Harrah’s operator enter into a non-disclosure agreement (NDA), but Gary Carano and Reeg rejected that proposal.

All of that occurred after Icahn restarted an equity position in the Horseshoe operator in 2024. At that time, he implied he’d be a passive Caesars investor, overtly saying he had no plans for activism.