Caesars Entertainment disclosed in a Form 8-K filing on September 17 that two board members appointed at the direction of Carl Icahn have resigned from their positions, effective immediately. The announcement came on the same day the company revealed that the Federal Trade Commission (FTC) had issued a second request for information regarding Tilman Fertitta's pending acquisition of the company, according to Casino.org and CDC Gaming.
Jesse Lynn, general counsel of Icahn Enterprises, and Ted Papapostolou, chief executive of the Icahn firm, notified Caesars that they were resigning from the board, Casino.org reported. The filing did not indicate whether their departures were related to Caesars' previous rejection of an acquisition proposal from Icahn. The Icahn Group also waived its right under the Director Appointment and Nomination Agreement to appoint replacement directors. Casino.org noted that the decision could suggest that Icahn is reducing his involvement in his pursuit of the casino operator.
Lynn and Papapostolou joined the Caesars board in March 2025, approximately ten months after Icahn first disclosed his equity stake in the company. Their departures follow the July resignation of Courtney Mather, another former Caesars director with ties to Icahn Enterprises.
Icahn's $34-a-share offer versus Fertitta's $31 bid
Icahn increased his offer to $34 per share in cash on the final day of a 45-day go-shop period, surpassing Fertitta Entertainment's $31-per-share proposal, according to CDC Gaming. Caesars ultimately rejected Icahn's higher offer, citing significant debt leverage, executive risks and unresolved financing arrangements involving Jefferies Financial Group, CDC Gaming reports. Icahn currently holds approximately 5% of Caesars' outstanding shares.
Caesars shareholders are scheduled to vote on Fertitta Entertainment's $17.6 billion acquisition at a special meeting on Tuesday, September 22. If completed, the transaction would place more than 50 casino resorts operated by Caesars across 16 states, including eight properties on the Las Vegas Strip, under Fertitta's ownership.
FTC's second request under the HSR Act
Caesars and Fertitta Entertainment have each received a second request from the FTC for additional information and documents under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, according to both outlets. The companies have 30 days to comply with the request.
“The company and Fertitta Entertainment intend to continue to work cooperatively with the FTC in its review of the merger. Completion of the merger remains subject to the expiration or termination of the waiting period under the HSR Act and the satisfaction or waiver of other closing conditions specified in the merger agreement.”
CDC Gaming reported that the filing containing the statement was signed by Edmond Quatmann Jr., Caesars’ chief legal officer, executive vice president and secretary. Both companies said they intend to meet the 30-day compliance deadline as they continue working toward the completion of the transaction ahead of Tuesday’s shareholder vote.
