Caesars Entertainment shares pulled back Wednesday as investors weighed whether Carl Icahn can assemble financing for a rival bid before the operator's go-shop period expires on July 11.
The stock fell 49 cents to $29.86 by mid-afternoon, giving back gains from the previous session after reports that Jefferies Financial Group was exploring investor interest in about $5bn of debt to support a potential Icahn offer.
Icahn's proposal is reported at $33 per share, above the $31 per share agreed by Caesars and Fertitta Entertainment in May. Other reports have suggested a possible range of $35 to $40 per share, although no binding higher offer has been announced.
Fertitta's agreed transaction values Caesars at approximately $17.6bn, including the assumption of about $11.9bn in debt. The equity value is about $5.7bn, with Caesars shareholders set to receive cash consideration if the deal secures shareholder, gaming and antitrust approvals.
The possible Icahn challenge adds pressure to a transaction already shaped by debt, regulatory scrutiny and asset overlap. Fertitta owns Golden Nugget and Landry's assets, while also holding interests connected to DraftKings and Wynn Resorts, creating potential review points for regulators.
Icahn has a long history with Caesars. In 2019, he built a major stake and pushed for the Eldorado Resorts transaction that created the current Caesars Entertainment group. He returned as an investor in 2024, and two Icahn Enterprises executives joined Caesars' board in 2025.
The financing structure under discussion would reportedly seek creditor support for a liability management exercise, including the possible movement of selected assets into an unrestricted subsidiary. That approach could become central to whether Icahn can submit a superior proposal before the go-shop deadline.
Caesars' board has recommended the Fertitta agreement, but the merger terms allow it to consider alternative proposals before shareholders vote.
The takeover process has already affected Caesars' operating narrative. In June, Caesars Digital signed a content agreement with Playson in Ontario, its first supplier deal announced after the Fertitta agreement was disclosed.
The Fertitta agreement includes a termination fee structure if Caesars accepts a superior proposal before completion
