Fertitta Entertainment Details Caesars Acquisition Timeline as Icahn Rival Bid Rattles Wall Street

With a competing bid from billionaire investor Carl Icahn looming, Fertitta Entertainment executives outlined to Nevada gaming regulators this week their process for financing and closing the company’s $17.6 billion acquisition of Caesars Entertainment. Neither executive holds plans to sell Fertitta’s 12.7% stake in Wynn Resorts as part of the deal.

The appearance before the Nevada Gaming Control Board came as Caesars shares slid Wednesday, with Wall Street weighing reports of a potential last-minute Icahn bid that could upend the Fertitta transaction announced in late May.

Wall Street Watches Icahn’s Next Move

Caesars stock rose 1.1% Tuesday on reports that Jefferies Financial is gauging investor interest in roughly $5 billion in debt to back a competing Icahn offer, before pulling back Wednesday to close at $29.82. Fertitta’s General Counsel Steven Scheinthal and chief financial officer Richard Liem appeared before the board but did not directly address the Icahn speculation. Liem called the Caesars transaction the largest Fertitta Entertainment has undertaken, describing a smooth working relationship rather than a hostile process. “This transaction isn’t a battle,” Liem said. “We’re all on the same page.”

Regulatory Approvals Expected to Take Nine to 10 Months

Under the agreement, Fertitta will assume $11.9 billion of Caesars’s outstanding debt, with shareholders receiving $31 in cash per share — a 49% premium over the company’s unaffected share price as of February 25. Caesars retains a go-shop period through July 11 to field other offers, the same window fueling speculation about Icahn’s interest.

Scheinthal said Fertitta anticipates filing a Hart-Scott-Rodino antitrust application around July 13, after which gaming-regulator approval will be required property by property across every jurisdiction where Caesars operates. “We think the approvals will probably take nine to 10 months from today,” he said. The deal also requires an SEC review of Caesars’s proxy statement before a shareholder vote. Scheinthal noted Fertitta has secured a bank financing commitment but hopes market conditions improve before relying on it, with the company positioned to close once financing, antitrust clearance, shareholder approval, and gaming sign-off are all finalized — a process that could reshape the Caesars Sportsbook brand for millions of bettors nationwide.