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Billionaire investor Carl Icahn is considering a last-minute rival bid for Caesars Entertainment that could challenge Tilman Fertitta’s agreed $17.6 billion acquisition of the casino operator before the company’s go-shop period expires on July 11.
Bloomberg reported that investment bank Jefferies Financial is sounding out investors for about $5 billion in debt financing to support a potential $33-per-share offer from Icahn, above Fertitta’s agreed all-cash offer of $31 per share. Fertitta’s deal is valued at $17.6 billion, including $5.7 billion in equity and nearly $12 billion of assumed debt.
Icahn’s proposal is reportedly structured as a liability management exercise, an approach more commonly used by companies to restructure debt, rather than in takeover financing.
However, CNBC reported that Caesars’ board is believed to favour Fertitta’s bid because of its committed financing and lower execution risk.
“Will [Icahn] get to a finish line here that’s acceptable to the board of directors? From what I’m hearing, it’s a tough slog,” CNBC’s David Faber said. “They favour the Tilman deal. There is firm financing there.”
Icahn has a long history with Caesars. He built a significant stake in the company in 2019 and helped orchestrate its acquisition by Eldorado Resorts in 2020 before exiting his investment. He began rebuilding his position in 2025, leading to the appointment of Icahn Enterprises executives Ted Papapostolou and Jesse Lynn to the company’s board as Caesars explored strategic alternatives for its digital business.
At the time, Caesars Chief Executive Officer Tom Reeg welcomed Icahn’s involvement.
Icahn ” wants to be involved in the conversation and I welcome him to join us,” Reeg said previously. “We have a great relationship.”
Separately, Caesars announced that board member Courtney Mather, a former Icahn Enterprises executive, resigned effective July 6, reducing the board from 11 directors to 10. The company described his departure “is not the result of any disagreement” with Caesars.
Fertitta’s acquisition is continuing to move through the regulatory process, with two Fertitta Entertainment executives scheduled to appear before the Nevada Gaming Control Board for suitability hearings.
The transaction is expected to undergo gaming and antitrust reviews and could require divestitures because of overlaps between Caesars’ casino portfolio and Fertitta’s existing gaming assets.
While Icahn’s reported proposal stands at $33 per share, some media reports have suggested a potential offer of between $35 and $40 per share. Under the terms of Caesars’ merger agreement with Fertitta, the company could face a $200 million termination fee if it abandons the deal, or $100 million under certain circumstances involving a superior proposal.