Fertitta and Caesars in weekend deal talks to acquire casino

Tilman Fertitta’s Fertitta Entertainment is actively negotiating a deal to acquire Caesar FunAccording to sources close to the situation.

Given Caesars’ significant debt, deal terms currently stand at $32 per share, equity value of $6.5 billion and enterprise value of $31.5 billion, sources said.

The deal, if it goes through, would not be finalized until early April and is not expected to be finalized until 2027. According to sources, the talks are taking place within a special period of 45 days.

The talks will take place this weekend at the Post Oak Hotel in Houston, Fertitta’s headquarters.

Fertitta resigned as CEO of the company, which includes Landry’s, the Houston Rockets and the Golden Nugget casino in Las Vegas, to fulfill the ethical requirements of becoming U.S. Ambassador to Italy in 2025.

“As a matter of policy, we do not comment on market rumors or speculation,” Caesars said in a statement. he said. Fertitta did not respond to CNBC’s request for comment.

on wednesday, The Wall Street Journal reported Billionaire Carl Icahn made an offer of $33 per share, which was surpassed by Fertitta’s offer of $34 per share.

Sources on both sides of the negotiations told CNBC they suspected Icahn was trying to raise the deal price to increase the value of his own stake in Caesars. Icahn owns 1.2% of outstanding shares, according to FactSet, although a source said his total holdings in Caesars amount to about 18 million shares, including derivatives.

Icahn’s representatives declined to comment.

Sources familiar with the situation say Icahn really wants to buy Caesars and first made a friendly offer in January, offering $28.50 per share and assuring current management would stay in place. Sources stated that Icahn’s current offer is $33 per share if Fertitta leaves.

Sources also told CNBC that Icahn has the potential to combine Caesar’s digital gambling business with his own by joining forces with a major digital gaming company.

Fertitta then came to Caesars with a counteroffer, effectively rejecting Icahn’s overtures by providing a window of exclusivity for negotiations.

Icahn increased his position in Caesars in 2024, and casino shares closed 11% higher at $36 on May 31, 2024. He also placed two directors on the company’s board of directors.

Caesars shares have been under pressure since October 2021, when they hit a post-pandemic high of $119 after El Dorado acquired Caesars for about $18 billion in July 2020.

“The math is too good to ignore,” says a source close to the situation, citing a depressed share price and a casino business that has about $1 billion a year in free cash flow and $4 billion in EBITDA.

While talks continue this weekend, there are no signs that a deal is imminent, and any deal is certain to be subject to scrutiny from regulators and shareholders. Investors are skeptical of the company’s digital business, which includes sports betting and online casino games and has now become profitable for Caesars.

Sudden success of forecasting platforms such as Kalshi, Polymarket, robinhoodCrypto.com and others are also largely seen as a competitive threat to sports betting sites.

While Caesars CEO Tom Reeg has previously expressed a desire to consider spinning off the digital business, he recently said that was less attractive given the valuations of rival sports betting sites.

FanDuel parent palpitation Its shares have fallen more than 60% in the last six months. DraftKings Its shares lost more than 40 percent of their value.

There are also questions about how regulators will account for Tilman Fertitta’s individual holdings in other gambling companies.

He is the largest shareholder of the company Wynn ResortsThere are more than 12% of shares outstanding, according to FactSet. Since the beginning of 2026, SEC filings show Fertitta has listed more than 4 million call options on its shares.

After selling Golden Nugget Online Gaming to DraftKings, he also became a significant shareholder of the sports betting company.

VICI, A gaming REIT that emerged from Caesars’ bankruptcy in 2017, it owns Caesars Palace and Harrah’s on the Las Vegas Strip, as well as about 20 regional properties. VICI will have the opportunity to review the acquisition, but contrary to published reports, it does not have a vote on who will acquire Caesars.

VICI was involved in financing El Dorado’s acquisition of Caesars.

“We have a history of working productively and collaboratively with our partners to improve their businesses,” VICI CEO Ed Pitonak told CNBC.

Disclosure: CNBC and Kalshi have a business relationship that includes customer acquisition and minority investment.