Carl Icahn Offered $34 a Share for Caesars, Topping Fertitta Bid in SEC Filing

Key Points

• Carl Icahn offered $34 a share to acquire Caesars Entertainment Inc. last month, according to a proxy filing released late Tuesday
• The offer tops a $31-per-share bid previously floated by billionaire Tilman Fertitta
• Caesars indicated it is open to talks, but the company's board continues to urge shareholders to vote in favor of the Fertitta proposal

Carl Icahn offered to acquire Caesars Entertainment (NASDAQ: CZR) for $34 per share last month, topping a $31 offer from Tilman Fertitta’s Fertitta Entertainment Inc. However, fresh regulatory filings reveal the gaming giant remains unmoved by the Icahn proposal.

Icahn’s offer was the only one to arrive during Caesars’ go-shop period — the window in which the casino giant could solicit potentially superior proposals to Fertitta’s.

The go-shop period was originally set to expire on July 11 but was extended for a month after Icahn delivered an 11^th-hour bid of $34 a share on July 10.

In an Aug. 11 proxy filing with the Securities and Exchange Commission (SEC), Caesars management notes it informed the board of directors regarding receipt of the Icahn offer, but that bid may be stalled because the Carano family isn’t on board.

“On June 27, 2026, (Caesars CEO Tom) Reeg had a call with a representative of the Icahn Group and expressed his concerns about a potential proposal by the Icahn Group that would result in high leverage and reduced free cash flow, which would make it unlikely that the Carano family would be willing to roll their equity in such a transaction,” according to the filing.

The Caranos are the family behind Eldorado Resorts and predecessor companies and are among Caesars’ largest non-institutional shareholders. Interestingly, Icahn orchestrated Eldorado’s $17.3 billion takeover of “old Caesars” in 2020.

Icahn Bet on Help from the Caranos

Prior to the proxy filing, it was speculated that if Icahn moved on Caesars, the corporate raider’s offer for the gaming company would likely be complex relative to the Fertitta bid. It appears as though things are panning out that way.

According to the filing, Icahn’s July 10 offer was backed by $1.4 billion in cash from the Icahn Group and $6.5 billion in debt financing from Jefferies. The remaining balance was structured around $860 million in rollover equity from the Icahn Group, members of the Carano family, and key Caesars executives.

Said another way, Icahn was likely banking on support from the Carano family that hasn’t materialized. In a letter to Caesars investors accompanying the proxy filing, Gary Carano, executive chairman of the board, says the Fertitta proposal is “in the best interests of the company and its stockholders.”

On Monday (Aug.10), Caesars management told its board that it had informed representatives of the Icahn Group and Jefferies that the gaming operator is “open to discussion but there had been no material progress on the fundamental issues the Company had previously raised.”

Caesars Soap Opera

The proxy filing reveals that Icahn’s interest in acquiring Caesars and taking it private dates back to the summer of 2025. During that period, Reeg had occasional conversations with a representative of the Icahn Group who expressed interest in a go-private deal. That interest accelerated in the fourth quarter.