Chatter About Potential Caesars Entertainment Sale Gets Real-Real

Chatter about the potential sale of Caesars Entertainment to bajillionaire Tilman Fertitta popped up a couple of weeks ago, but it now sounds like the deal could have legs.

The Financial Times broke the news Caesars Entertainment has fielded offers for a takeover, and now the Wall Street Journal says Fertitta is “in exclusive talks to buy Caesars Entertainment for roughly $7 billion after he topped a competing offer from billionaire investor Carl Icahn’s firm, according to people familiar with the matter.”

While we are deeply resentful we didn’t get wind of this sale first, we are very excited to see how, and if, it unfolds.

That’s right, Caesar looked like Jon Hamm and frequently reviewed acquisition offers. It’s on the Internet, it must be true.

Fertitta Entertainment has reportedly been discussing paying around $34 a share for Caesars Entertainment.

The market value of Caesars Entertainment is about $5 billion. The company operates about 50 casinos, including several in Las Vegas, the only place that matters, and carries about $12 billion in debt, plus large lease obligations to Vici Properties. Vici owns physical assets like the land and buildings, while Caesars Entertainment owns the operations at many of its casinos.

Caesars stock has been down about 40% over the past year, but shares have shot up in value since reports of a possible sale surfaced.

Tilman Fertitta, of course, owns Golden Nugget casinos, Landry’s restaurants and some sports team, possibly the Houston Rockets.

Oh, and Fertitta is currently U.S. Ambassador to Italy.

He clearly thinks Caesars Entertainment is undervalued. A takeover would be a massive expansion of his gaming footprint beyond his Golden Nugget casinos. There would certainly be integration with his Landry’s restaurant empire and hospitality brands. They are vast.

Fertitta is no doubt considering the potential to sell off parts of Caesars, because sometimes the parts are worth more than the whole.

Folks familiar with the talks between Fertitta and Caesars Entertainment are clear there’s a possibility this deal doesn’t happen at all.

There are some very real obstacles.

First, scale. Fertitta Entertainment is big, but absorbing Caesars would require an enormous financing package, likely involving private equity partners and heavy borrowing. In a high-interest-rate environment, that math gets ugly fast. This wouldn’t be buying a single Strip property. It’s acquiring an empire.

Second, leverage risk. As mentioned, Caesars already carries significant debt. Any buyer would either assume it or refinance it. Lenders and regulators will scrutinize a highly leveraged deal closely.

Third, and this is the big one: Like we said, Tilman Fertitta is currently serving as a U.S. ambassador. That’s not a ceremonial ribbon-cutting gig. Ambassadors are subject to federal ethics rules designed to prevent conflicts of interest and even the appearance of them. While ambassadors can retain ownership interests, they must avoid active management and transactions that could create conflicts, especially large, highly visible deals involving heavily regulated industries like gaming.

It’s certainly one to watch, and could shake up the casino industry bigtime.