February 24, 2019
By Greg Roumeliotis
(Reuters) – U.S. casino operator Caesars Entertainment Corp is in talks to offer Carl Icahn a role in selecting its new CEO as a part of an agreement that would also give the billionaire investor board seats, people familiar with the matter said on Sunday.
The negotiations come after Icahn disclosed a 9.8 percent stake in Caesars on Tuesday and said he could nominate a slate of directors to the company’s board.
Icahn also asked Caesars to launch a process to explore a sale. The company responded on Wednesday that all the deals it had explored thus far undervalued it and did not create enough value for shareholders, but noted that it will continue to evaluate strategic alternatives presented to it.
Icahn has proposed Anthony Rodio, the CEO of privately held casino gaming company Affinity Gaming, as the successor to Mark Frissora, who is due to step down as Caesars CEO later this year, the sources said. Rodio was previously CEO of Tropicana Entertainment Inc, another casino and resort operator that Icahn sold last year to peer Eldorado Resorts Inc for $1.85 billion.
Caesars already has a shortlist of CEO candidates and has indicated to Icahn that it is willing to consider Rodio as well, the sources said. As an alternative, the company could offer Rodio a role in overseeing its operations, some of the sources added.
Caesars does not currently have a chief operating officer, although some of these duties are performed by its president, Tom Jenkin.
Caesars is open to Icahn to having a say in the selection of the company’s new CEO, as he has requested, the sources said.
Caesars is also open to giving Icahn board representation, the sources said, although the number of board seats and the names and titles of those filling them are still under negotiation, the sources said. Icahn could receive a significant minority of the board’s 12 seats as part of any deal, the sources said.
The deadline for Icahn to nominate his own board directors expires on March 1. If an agreement between Caesars and Icahn is not reached this week, the company may extend the nomination deadline or continue to negotiate with Icahn even if he files a board slate for election, the sources said.
The sources asked not to be identified because the negotiations are confidential. Caesars declined to comment, while Icahn did not respond to a request for comment. Rodio could not be reached for comment.
Caesars said Thursday that it expected “to continue a constructive dialogue” with Icahn. Clinching a deal with Icahn as early as the end of this week would allow the company to avoid a proxy contest over the composition of its board.
On Friday, another top investor in Caesars, hedge fund Canyon Partners LLC, also called on the company to run an “open sale process”. While Canyon supports Icahn’s cause, there are currently no talks with Caesars to give Canyon board representation, one of the sources said. Canyon declined to comment.
Caesars, whose casinos include the Harrah’s and Horseshoe brands, emerged from bankruptcy in 2017 after failing to cope with some $25 billion in debt. The company now has a market capitalization of $6 billion. Its debt at the end of December totaled $9.1 billion.
Last year, Caesars rejected a merger approach by Tilman Fertitta, the billionaire owner of Golden Nugget Casinos. That deal would essentially have been structured as an acquisition by Caesars given its larger size. Eldorado Resorts, which is also smaller than Caesars with a market value of $3.8 billion, also explored a bid for Caesars last year but never made an offer, according to the sources.
Icahn has owned a number of casinos over the years, although his only remaining property is Trump Plaza Hotel and Casino in New Jersey’s Atlantic City, which has been closed since 2014.
(Reporting by Greg Roumeliotis in New York; Editing by Cynthia Osterman)