Tilman Fertitta’s Fertitta Entertainment is in discussions to finalize an agreement for the acquisition of Caesars Entertainment, according to insiders familiar with the matter.
The current proposal is priced at $32 per share, translating to an equity valuation of $6.5 billion and an enterprise valuation of $31.5 billion, considering Caesars’ significant liabilities, the insiders noted.
This potential transaction, if completed, is projected to reach finalization by early April and is not anticipated to close until 2027. Negotiations are being conducted within a 45-day exclusive timeframe, sources indicate.
These discussions are taking place this weekend at Fertitta’s headquarters, the Post Oak Hotel in Houston.
To meet ethics guidelines for his role as U.S. Ambassador to Italy in 2025, Fertitta resigned as CEO of his company, which encompasses Landry’s, the Houston Rockets, and the Golden Nugget casino in Las Vegas.
“As a standard practice, we do not comment on market speculation or rumors,” Caesars stated in an announcement. Fertitta has not replied to CNBC’s inquiry for comment.
On Wednesday, The Wall Street Journal disclosed that billionaire Carl Icahn placed a bid of $33 per share, which was outbid by Fertitta’s offer of $34 per share.
Insiders from both sides of the negotiations have informed CNBC that they suspect Icahn’s intent is to inflate the deal price to augment the valuation of his own stake in Caesars. According to FactSet, Icahn holds 1.2% of the outstanding shares, although one insider indicated his total investments in Caesars amount to about 18 million shares, including derivatives.
Icahn’s representatives chose not to provide comments.
According to sources knowledgeable about the situation, Icahn genuinely seeks to acquire Caesars and initially proposed a friendly bid in January, offering $28.50 per share while ensuring the existing management remains. Icahn’s current proposition is $33 per share, contingent upon due diligence if Fertitta decides to withdraw, sources revealed.
Icahn is looking to form a partnership with a substantial digital gaming entity, potentially merging Caesars’ digital gambling operations with theirs, according to sources relayed to CNBC.
Fertitta then presented a counteroffer for Caesars, securing a negotiation exclusivity period, effectively rejecting Icahn’s proposals.
In 2024, Icahn increased his stake in Caesars, resulting in a notable 11% surge in the casino shares on May 31, 2024, to end the day at $36. He has also appointed two directors to the board of the company.
Since achieving a post-pandemic peak of $119 in October 2021 following El Dorado’s acquisition of Caesars for around $18 billion in July 2020, Caesars shares have experienced decline.
“The financials are simply too compelling to overlook,” states a source familiar with the situation, pointing to the depressed share price alongside a casino operation that generates roughly $1 billion in free cash flow annually and $4 billion in EBITDA.
While discussions are ongoing this weekend, there are no indications that a deal is imminent, and any potential agreement will likely be subjected to regulatory and shareholder examination. Investors have exhibited skepticism towards the company’s digital operations, encompassing sports betting and online casino games, which are currently profitable for Caesars.
The unexpected rise of prediction platforms such as Kalshi, Polymarket, Robinhood, Crypto.com, and others is also generally perceived as a threat to sportsbooks.
While Caesars CEO Tom Reeg has indicated a previous willingness to consider divesting the digital segment, he has more recently stated it has become less attractive, given the valuations of rival sportsbooks.
FanDuel’s parent Flutter has witnessed its stock price plummet by over 60% in the past half-year. DraftKings shares have decreased over 40%.
There are also concerns regarding how regulators will assess Tilman Fertitta’s personal stakes in other gambling enterprises.
He holds the largest stake in Wynn Resorts, with over 12% of the total shares, as per FactSet. SEC filings from early 2026 reveal Fertitta has reported over 4 million call options on his shares.
After disposing of Golden Nugget Online Gaming to DraftKings, he also became a noteworthy stakeholder in the sports betting firm.
VICI, a gaming REIT formed out of Caesars’ bankruptcy in 2017, owns Caesars Palace and Harrah’s on the Las Vegas Strip, along with approximately 20 other regional assets. VICI will have the opportunity to evaluate the acquisition, but, contrary to reports circulating, it does not hold voting rights regarding who acquires Caesars.
VICI participated in financing El Dorado’s purchase of Caesars.
VICI CEO Ed Pitoniak stated to CNBC, “We have a constructive and cooperative history of partnering with our stakeholders to enhance their business.”
Disclosure: CNBC and Kalshi have a business relationship that includes customer acquisition and a minority investment.
