Caesars Entertainment has not received a competing takeover proposal as its go-shop period enters its final days, leaving Tilman Fertitta’s $17.6 billion acquisition on track to move forward.
The go-shop period expires Saturday. Since agreeing to Fertitta’s $31-per-share offer in late May, Caesars has been free to solicit and consider superior proposals.
No competing proposal has surfaced publicly.
Caesars weighed late interest
The only potential rival bidder surfaced this week after Bloomberg reported that billionaire investor Carl Icahn was exploring a competing offer.
According to the report, Jefferies Financial Group was gauging investor interest in roughly $5 billion of debt financing to support a possible bid. Bloomberg also reported that Icahn had discussed a proposal worth $33 per share, above Fertitta’s agreed purchase price.
Icahn is closely tied to Caesars’ recent history. He helped engineer Eldorado Resorts’ acquisition of Caesars in 2020 and currently has two representatives on the company’s board.
While a last-minute proposal remains possible until the deadline expires, none has materialized, leaving Fertitta’s deal as the only publicly announced offer.
Fertitta deal shifts to regulatory process
Fertitta General Counsel and Executive VP Steven Scheinthal and CFO Richard Liem appeared before the Nevada Gaming Control Board this week to outline the transaction’s next steps. Neither executive addressed Bloomberg report about Icahn’s potential interest in a competing bid.
Scheinthal said the companies expect to file their Hart-Scott-Rodino antitrust notification on July 13 before seeking approvals from gaming regulators across the jurisdictions where Caesars operates. After federal antitrust review, the companies must also obtain approvals from gaming regulators in each jurisdiction where Caesars operates. The transaction also requires Securities and Exchange Commission review of Caesars’ proxy materials before shareholders can vote on the deal.
“We anticipate that we’ll have to go through the same process in each of the other jurisdictions that we went through in Nevada,” Scheinthal said. He added, “We think the approvals will probably take nine to 10 months from today.”
Under the terms of the agreement, Caesars shareholders would receive $31 in cash for each outstanding share. Fertitta would also assume approximately $11.9 billion of Caesars’ outstanding debt if the acquisition closes. The transaction remains subject to shareholder, regulatory and antitrust approval.
