Despite reports of a potentially higher offer from Carl Icahn, Caesars shares continue to trade below Tilman Fertitta’s bid, suggesting investors remain skeptical of a competing takeover.
Carl Icahn is reportedly assembling a higher offer for Caesars Entertainment just days before the company’s go-shop period expires. However, market reaction suggests investors still expect Tilman Fertitta’s $17.6 billion acquisition to go through.
Bloomberg reported Tuesday that investment bank Jefferies Financial Group is exploring investor interest in approximately $5 billion of debt financing to support a potential Icahn-led acquisition of the casino operator. People familiar with the matter told Bloomberg that no final decision has been made and that the proposal remains subject to change.
The report comes less than six weeks after Fertitta Entertainment agreed to acquire Caesars in an all-cash equity deal valued at approximately $5.7 billion, assuming approximately $11.9 billion in outstanding debt. The total transaction is valued at about $17.6 billion.
The agreement includes a 45-day go-shop period that allows Caesars to solicit or consider alternative proposals until July 11.
Icahn Reportedly Has a Higher Offer on the Table
According to Bloomberg, Icahn already has a $33-per-share proposal on the table, above Fertitta’s $31-per-share bid. Other reports have suggested Icahn could offer between $35 and $40 per share.
Icahn’s interest in Caesars is hardly surprising. The billionaire investor built a 15.6% stake in the company in 2019. He also pushed for strategic changes that ultimately led to Eldorado Resorts acquiring Caesars in a $17.3 billion deal in 2020, creating the current company.
Icahn began re-investing in Caesars in 2024. In 2025, he secured two board seats for Icahn Enterprises executives Jesse Lynn and Ted Papapostolou.
Financing Structure Could Be the Biggest Hurdle
The reported financing structure behind an Icahn proposal is significantly more complex than the agreed transaction with Fertitta.
Bloomberg reported that Icahn’s potential bid could involve a liability management exercise that would move certain Caesars assets into subsidiary vehicles. This structure would require backing from existing creditors. Jefferies has reportedly approached those creditors as it seeks to assemble the financing package.
By contrast, Fertitta has already secured debt commitments from a syndicate of roughly 10 banks, potentially giving his offer a significant execution advantage.
The financing disparity could prove decisive.
According to CNBC’s David Faber, people familiar with the situation believe Caesars’ board still favors Fertitta’s proposal because of its financing certainty and ties to the current management team.
Board Faces Price Versus Execution Question
The timing of the reports is particularly notable because Caesars’ go-shop window expires on July 11.
Under the merger agreement filed with the SEC, Caesars would owe Fertitta a $200 million termination fee if it abandons the transaction. That fee falls to $100 million if the company enters into a superior proposal with an excluded party during the go-shop period.
Caesars would also owe Fertitta a $450 million reverse termination fee under certain regulatory failure circumstances.
Despite reports of a potential rival bid, investors appeared unconvinced that a higher offer would emerge or prevail. After an initial 1.1% bump following Bloomberg’s report on Tuesday, Caesars shares closed Wednesday at $29.82. That’s below Fertitta’s agreed $31-per-share offer price and well below the rumored valuation range for an Icahn proposal.
The market reaction suggests investors continue to view Fertitta’s transaction as the more likely outcome, even as the possibility of an eleventh-hour challenge from one of Caesars’ most influential investors.
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