Fertitta Entertainment is closing in on a deal worth almost $18 billion to acquire Caesars Entertainment. Last week marked the end of a long bidding war between the company and billionaire Carl Icahn. A new filing by Caesars details the extent of the competitive race to acquire the casino giant, which began in January.
Caesars publicly announced the $17.6 billion deal with Fertitta in May. In the end, Fertitta agreed to pay $31 per share, and despite Icahn submitting additional offers during the “go shop” period, Fertitta’s proposal appears set to proceed.
If the deal is not completed by June next year, Fertitta will have to pay a daily ticking fee per share. The company owned by Texas businessman Tilman Fertitta would also pay a $450 million fee if it backs out of the agreement. Caesars will face a $200 million penalty if it withdraws from the deal.
Icahn Unable to Agree on Terms of Improved Offer
Icahn did not give up lightly. The 90-year-old submitted a final offer of $34 per share in July, but despite the higher bid, Caesars did not agree to the proposal due to issues with its debt financing.
It extended a window for Icahn to improve the terms of his offer until August 10, but no progress was made.
As a result, Caesars’ board has endorsed Fertitta’s proposal. The company will soon host a shareholder meeting to vote on the deal.
The deal will also have to be approved by regulators, but received a boost last month as the Nevada Gaming Commission voted unanimously to amend the permits and orders of registration for the company.
Bidding War Started in January
The Icahn Group was the first to submit an offer in January, kicking off months of bids and counteroffers, according to a new Caesars proxy filing.
- Jan 2: Icahn submitted an initial non-binding offer at $28.50 per share.
- Jan 9: Fertitta joined the race with a $28.75 per share proposal.
- Jan 21: Caesars’ board rejected both proposals.
- Jan 29: Fertitta raised its offer to $30.50 per share.
- Feb 5: Icahn upped his offer to $32.00 per share.
- Feb 6: Fertitta countered with an offer of $31.50 per share.
- Feb 13: Fertitta matched Icahn’s $32.00 per share offer.
- Feb 20: Caesars enters into an Exclusivity Agreement with Fertitta.
- Feb 28: Icahn submits an unsolicited non-binding offer of $33.00 per share.
- Mar 2: Caesars board agrees to continue with the Fertitta agreement.
- Apr 3: An unknown “Party B” group submits an offer of $36-$37 per share.
- Apr 22: Caesars informs Party B that it cannot verify the offer.
- Apr 28: Fertitta lowers offer to $31 per share, citing higher financing costs and macroeconomic risks.
- May 14–17: Caesars counters with $31.50, then $31.25 offers. Fertitta holds firm at $31.
- May 27: Caesars signs definitive Merger Agreement with Fertitta.
- July 10: Icahn submits a bid of $34 per share.
- July 11: Fertitta agrees to extend the “go shop” period to allow Caesars and Icahn time to negotiate.
- July 25: Fertitta agrees to extend the evaluation window for a second time.
- Aug 10: Window expires, effectively ending any chance of a deal for Icahn.
Debt Financing Issues Scupper Icahn’s Deal
Icahn’s improved offer of $34 per share included $6.5 billion in new debt financing arranged through Jefferies. The proxy filing cites issues with the financing, noting, “The draft debt commitment letter from Jefferies was undated, unsigned, and incomplete with respect to terms and covenants, including interest rates and the amount of warrants proposed to be issued to potential debt investors.”
On July 13, Icahn also said the deal was “conditioned on an equity rollover by the Carano family and partnering with existing management to continue to run the Company to address the change of control issues in the Company’s debt and consent rights under the VICI lease.”
The Carano family agreed to an equity rollover of 5 million shares in Fertitta’s proposal but expressed concerns about the financial terms of Icahn’s offer. The family currently owns around 8.6 million shares, roughly 4.5% of the company.
After the family rejected the terms of Icahn’s offer, the Icahn Group said it could reduce the proposed debt financing by $1 billion. However, Caesars’ board said it still had reservations about the proposal. Negotiations continued, but no progress was made before the August 10 deadline.
As a result, the Board informed the Icahn Group that it is now limited in the discussions it can engage in. It also requested that Icahn return “all confidential information as soon as possible or confirm in writing that all confidential information had been destroyed.”
Icahn’s Long Ties to Caesars
Icahn took a significant stake in Caesars back in 2019 and assisted in Eldorado’s $17.3 billion acquisition, which installed the current Caesars leadership. This includes the Carano family as well as CEO Tom Reeg, CFO Bret Yunker, and CLO Ed Quatmann.
Following the Eldorado deal, Icahn sold his shares but began buying back a stake in the company in May 2024. He agreed not to take more than a 5% stake in Caesars in exchange for two board appointments. The company appointed two senior Icahn Enterprises officials, Jesse Lynn and Ted Papapostolou, to the board in May 2025.
Discussions continued between Icahn and Reeg about a potential takeover deal throughout 2025. The Board agreed to waive the agreement about Icahn’s limited stake in December, paving the way for the offer that came in January.
Fertitta, however, was monitoring the situation and, in December last year, notified the Board that it was preparing its own offer. This sparked the bidding war that has now ended with Fertitta winning control of the company, pending regulatory approval.
Caesars reported an overall revenue increase of 3% in its latest financial results, although revenue in Las Vegas declined.
