Icahn-Named Directors Join Caesars’ Board; Is the Company Succumbing to Sale Pressure?


A sale of Las Vegas casino and hospitality giant Caesars Entertainment Corp. seems more and more likely by the day as an investor with a history of shareholder activism is pressing for the move as a plausible next stage in the company’s development.

Caesars announced yesterday that it has submitted to the latest demands of Carl Icahn and has reached an agreement with him to appoint three new members to its Board of Directors, all three named by the billionaire investor himself. Last month, Mr. Icahn said in a filing with the US Securities and Exchange Commission that he has amassed a 9.78% stake in Caesars, confirming reports abut his involvement in the company that floated around for several months.

The businessman’s filing read further that he believed an outright sale or a merger with another entity was a viable option for enhanced shareholder value to be considered by the company’s management.

Caesars said yesterday that as a result from its agreement with Mr. Icahn regarding the “membership and composition of the company’s Board of Directors”, Keith Cozza, Courtney Mather, and James Nelson were appointed as directors with immediate effect. Three members of the Board stepped down following the director appointments.

Under the terms of the deal between Caesars and Mr. Icahn, the latter has the right to appoint a fourth director if “a new Chief Executive Officer who is acceptable to new directors is not named within 45 days” of the agreement.

Mark Frissora currently serves as CEO of Caesars. The executive and the company announced last year that he was to step down in February. However, it later on became known that he would stay with the hotel and casino operator for a little longer.

Icahn Still Pushes for Sale

In a statement issued by Caesars on Friday, Mr. Icahn said that he considers a sale or merger of the company as the “best path forward” for it to “further develop its already strong regional presence.” The New York billionaire investor further pointed out that Caesars “would be a great opportunity for certain investors who have already expressed interest” in it.

This is a mere suggestion, but Mr. Icahn might have referred to Golden Nugget owner Tilman Fertitta as the interested investor. Last fall, Mr. Fertitta approached Caesars with an offer to buy the company and combine it with his own hotel and casino empire. Caesars rejected that offer, but reports emerged earlier this year that the Texas businessman’s appetite for the gaming and hospitality behemoth has not faded away.

Mr. Icahn further said yesterday that Caesars should also focus its attention on “leadership succession, disciplined capital allocation, improving operating performance, and optimizing real estate and other assets.”

Carl Icahn is a familiar, and, as many would say, and important figure in the US land-based casino industry. His name and his investment activities can be linked to a number of casino properties both in East Coast gambling mecca Atlantic City , including Tropicana and Trump Taj Mahal, and West Coast casino paradise Las Vegas, including The Stratosphere and the unfinished Fontainebleau.

Many identify Mr. Icahn’s investment strategy as vulture capitalism in its purest form. The businessman has faced quite some criticsm for his investment tactics over the years. And it should also be noted that he has a history of selling businesses at a huge profit.

As to why he has developed such massive interest in Caesars, it is yet to be seen. But the company is clearly facing greater pressure to sell itself and it seems more and more likely that it might eventually succumb to that pressure.

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