Icahn mulls late Caesars bid as investors favor Fertitta

Carl Icahn is assembling a higher takeover bid for Caesars Entertainment as financiers explore roughly $5 billion in debt financing, while investors continue to favor Tilman Fertitta’s agreed $31-per-share offer.

Fertitta Entertainment agreed fewer than six weeks ago to buy Caesars in an all-cash equity deal that values the company’s shares at $31 each and assumes about $11.9 billion of outstanding debt. The equity purchase was described at roughly $5.7 billion, putting the total transaction value near $17.6 billion. The merger contract includes a 45-day go-shop period that expires on July 11, during which Caesars can solicit or consider alternative proposals.

People familiar with the matter say Icahn has presented a proposal above Fertitta’s price, with an initial $33-per-share bid reported and other potential offers discussed in the $35 to $40 range. The financing effort for a rival bid has involved approaches to investors to back about $5 billion of debt. Those people said no final decision has been made and any proposal could change.

Icahn has been a significant Caesars investor since building a 15.6% stake in 2019. He resumed buying shares in 2024 and has secured two board seats for executives from Icahn Enterprises, reflecting his long-term involvement in the company.

The reported structure for an Icahn-led bid would include a liability management plan that moves some assets into subsidiary vehicles. That setup would require support from existing creditors, who have been contacted as part of financing discussions. Fertitta, by comparison, has committed financing from a syndicate of about 10 banks.

Under the merger agreement, Caesars would owe Fertitta a $200 million termination fee if it abandons the transaction. That fee falls to $100 million if the company accepts a superior proposal from an excluded party during the go-shop window. The agreement also provides for a $450 million reverse termination fee in specified regulatory-failure scenarios.

Market reaction to reports of a rival bid was muted. Shares initially rose about 1.1% but closed at $29.82, below Fertitta’s $31 offer and below the range discussed for a potential Icahn bid. No definitive rival offer has been announced.