Carl Icahn is preparing a rival bid for Caesars Entertainment at $33 per share, just days before the operator’s go-shop period closes on July 11. The move sets up a direct challenge to the $31-a-share, all-cash agreement Caesars struck with Tilman Fertitta, and reopens a contest between two of the wealthiest figures in US gaming over who ends up owning one of the industry’s biggest names.
Fertitta agreed in May to buy Caesars in a deal valuing the company’s equity at about $5.7 billion, or roughly $17.6 billion once assumed debt is included, according to reports on the transaction. Icahn’s proposed $33 per share sits $2 above that offer. Bloomberg has reported that investment bank Jefferies Financial is sounding out investors for around $5 billion in debt financing to back an Icahn bid, and some outlets have floated the possibility of an offer ranging as high as $35 to $40 per share.
The timing is deliberate. A go-shop clause in the Fertitta agreement lets Caesars and its advisers solicit and negotiate alternative proposals up to July 11. Icahn has not formally submitted his offer, which means the challenge is arriving at the last practical moment before the window shuts.
Icahn’s long history with Caesars
Icahn is not a new arrival to the company. He built a roughly 15.6% stake in Caesars in early 2019 and used it to press for a sale, a campaign that led to the operator’s takeover by Eldorado Resorts and the merged group adopting the Caesars name. His interest never fully receded.
In early 2025 he secured two board seats for Icahn Enterprises executives, chief financial officer Ted Papapostolou and general counsel Jesse Lynn. The board’s composition has shifted again in recent days. Courtney Mather, a Caesars director since 2019 and a former Icahn Enterprises managing director, stepped down effective July 6. An SEC filing said the resignation was not the result of any disagreement with the company.
That history matters because it frames the current bid less as an opportunistic raid and more as the latest chapter in a stake Icahn has held and worked for years. For the second time, he is trying to shape who controls Caesars.
Why the board is leaning toward Fertitta
Reports from CNBC indicate the Caesars board favours Fertitta’s offer despite the lower headline price. The reasoning centres on execution: Fertitta’s bid comes with committed financing, carries lower closing risk, and rests on closer ties to the current management team. Fertitta already holds a substantial stake in Caesars and knows the business well.
Icahn’s proposal, by contrast, is still being assembled. The financing is being arranged rather than committed, and the offer has not been formally tabled. Casino.org and other outlets have characterised the challenge as unlikely to derail the Fertitta deal, in part because a board weighing a $2 premium against financing certainty tends to price in the risk of a bid that could still fall apart.
The contrast is not new. Fertitta’s move to lock up Caesars followed an earlier round of jockeying, covered when Fertitta tabled a bid for Caesars that topped an Icahn offer. The current fight is a continuation of that positioning rather than a fresh dispute.
The regulatory path
Any change of control at Caesars runs through gaming regulators, and that process is already moving for Fertitta. Executives from Fertitta Entertainment have appeared before the Nevada Gaming Control Board for suitability review, outlining the transaction’s financing and timeline as part of the licensing process. A buyer without that groundwork in place would face a longer road to close.
Caesars ranks among the largest operators in the sector, a scale reflected in listings such as the top iGaming operators in the Americas by market cap. Control of that footprint is what both bidders are contesting.
The immediate question is whether Icahn formalises his offer before July 11 and whether the board treats it as a credible alternative or a late complication. If the go-shop window closes with Fertitta’s agreement intact, the path to a private takeover continues through the regulators. If Icahn tables a firm, financed $33 bid in time, Caesars’ directors will have to weigh a real premium against the certainty they have said they value.
Source: Caesars Entertainment
