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State of Play’s TL;DR
- Carl Icahn is reportedly exploring a last-minute bid for Caesars Entertainment.
- The window is closing fast and signs still point to Tilman Fertitta’s existing $31-per-share deal as the front-runner.
Carl Icahn is reportedly considering a late bid for Caesars Entertainment before the go-shop window tied to Tilman Fertitta’s acquisition agreement expires.
Bloomberg reported that Jefferies Financial was gauging interest in a $5 billion debt package to support a possible $33-per-share proposal.
That would top Fertitta’s current $31-per-share all-cash offer. Caesars previously said Fertitta’s deal values the company at $17.6 billion, including $5.7 billion in equity and nearly $12 billion in assumed debt.
Fertitta’s bid passes hurdle
The path for Icahn, however, appears narrow. CNBC’s David Faber said board sentiment seems to favor the Fertitta transaction.
“Will [Icahn] get to a finish line here that’s acceptable to the board of directors? From what I’m hearing, it’s a tough slog. … They favor the Tilman deal. There is firm financing there.”
The financing structure is also part of the discussion, Faber said.
“The debt package kind of travels with the management team, meaning if the management team were to leave, you would have to refinance a lot more debt.”
Caesars disclosed that board member Courtney Mather resigned July 6, reducing the board from 11 members to 10. In an SEC filing, the company said the departure “is not the result of any disagreement.” Mather previously worked as a managing director for Icahn Enterprises from 2014 to 2020.
At the same time, Fertitta’s proposed acquisition is continuing through gaming regulatory channels. Two Fertitta Entertainment executives – CFO Richard Liem and Steven Scheinthal – were recently approved by the Nevada Gaming Control Board.
That Nevada angle matters because regulators at the federal and state levels could require divestitures if Fertitta’s acquisition moves ahead. The reported concern is overlap between Golden Nugget Casinos and Caesars in several jurisdictions, including Nevada markets such as Laughlin and Lake Tahoe.
Based on reporting by Jess Marquez for iGB.
