A Caesars Entertainment proxy filing revealed the months-long contest between Fertitta Entertainment and billionaire Carl Icahn that began in May 2024 and ended with Fertitta's victory in August 2026. The final price was $31 per share, valuing the operator at $17.6bn including debt.
Icahn moved first, buying shares in May 2024, securing two board seats in March 2025, and submitting a formal bid of $28.50 per share on 2 January 2026. Fertitta entered on 19 December 2025 after learning of Icahn's interest. The two traded offers through January and February: Icahn raised his bid to $32, Fertitta matched it on 13 February, and Icahn temporarily withdrew on 17 February. He returned on 28 February with a $33-per-share offer — the day a military conflict between the US and Iran began, which later affected financing costs.
In April a mystery bidder identified as Party B claimed readiness to offer $36 to $37 per share. Caesars and its advisers could not establish the participant's identity and received no response to inquiries. It was likely a hoax. Fertitta lowered his price to $31 in March, citing rising macroeconomic risk and borrowing costs tied to the Middle East conflict.
After the deal was announced on 28 May, a 45-day go-shop period opened. Icahn returned on 10 July with his highest bid of $34 per share through partner Jefferies, but his $6.5bn financing package raised questions: the debt commitment letter was unsigned and incomplete, with no interest rates specified. The Carano family's refusal to reinvest capital into Icahn's highly leveraged structure proved decisive. The board and CEO Tom Reeg chose Fertitta's terms. The period expired on 10 August and Fertitta won.
