TLDR Caesars Entertainment chose Tilman Fertitta’s $31 per share buyout offer over a higher $34 offer from Carl Icahn. A new SEC filing details months of competing bids between Fertitta and Icahn dating back to January. Caesars raised concerns about Icahn’s financing, including an unsigned and incomplete debt commitment from Jefferies. The Carano family declined to roll equity into Icahn’s proposed structure under the terms offered. Fertitta’s deal lets most existing Caesars debt stay in place, which the board said improves deal certainty.
Caesars Entertainment picked Tilman Fertitta’s buyout offer over a higher bid from Carl Icahn. A new filing explains why.
The preliminary proxy statement was filed with the Securities and Exchange Commission on August 12. It lays out months of competing offers for Caesars.
Talks between the two sides started in January. Fertitta’s interest became public a month later.
Icahn first offered $28.50 per share. Fertitta opened at $28.75 and both sides kept raising their bids.
By early February, Icahn reached $32 per share. Fertitta matched that price days later.
Icahn said he would step back, then returned later that month with a $33 offer.
Fertitta lowered his bid to $31 per share. He cited higher financing costs and shakier economic conditions.
Caesars rejected the reduced offer at first. The company countered at $31.50, then $31.25, before agreeing to $31 per share in May.
Icahn’s Late Bid
The Fertitta deal included a 45 day go shop period that ran through July 11. Caesars could use that window to look for other offers.
On July 10, Icahn submitted a non binding proposal of $34 per share in cash. That topped both his earlier bid and the agreed Fertitta price.
The plan included about $1.4 billion in cash and roughly $860 million in rollover equity. It also