Activist Investor Urges Caesars to Sell Despite Board Accord

## Activist Investor Urges Caesars to Sell Despite Board Accord – iGB

The American gambling behemoth Caesars Entertainment has come to terms with Carl Icahn, resulting in the activist investor’s backing of all proposed board appointments at the company’s 2019 annual shareholder gathering.

Nevertheless, Icahn, who recently disclosed a 9.8% ownership in Caesars, has restated his demand for the board to pursue a merger or sale of the enterprise.

As part of the accord, three new directors have been added to the Caesars board. Keith Koza, chief executive of Icahn Enterprises, James Nielsen, Icahn Enterprises director, and Courtney Mather, portfolio manager at Icahn Capital Fund, have joined the board forthwith.

Mather and Koza will hold their positions until the 2019 shareholder meeting, where shareholders will decide on extending their terms, while Nielsen will seek re-election in 2020. As a consequence of these three appointments, three unidentified existing board members will step down.

Carl Icahn will be permitted to add a fourth member to the board if Caesars Entertainment fails to choose a replacement for departing CEO Mark Frissora within 45 days after the agreement is signed.

The chairman of the Caesars Entertainment board, James Hunt, remarked on the new appointments, stating, “Our new members bring varied and pertinent experience, and we anticipate their contributions to our board as we proceed with our endeavors to generate more value for all stakeholders.”

He elaborated, “We have been engaged in a strategic process to create value since Caesars Entertainment’s restructuring was finalized, and we will continue this process with our new directors.” “On behalf of the entire board and the nearly 68,000 employees of Caesars Entertainment, I express gratitude to our departing director colleagues for their exceptional contributions and unwavering efforts to the company.”

In conjunction with the operator’s 2019 annual shareholder meeting (which is yet to be scheduled), the Caesars Entertainment board will propose a number of enhancements to its governance procedures. Shareholders will be requested to vote on a proposal that would enable shareholders holding at least 15% of the shares to convene a special shareholder meeting. Another proposal, prohibiting the adoption of shareholder rights plans with trigger thresholds below 20% of outstanding shares, will also be proposed.

The agreement with Icahn was reached as he urged the operator to merge or sell. In a regulatory filing with the Securities and Exchange Commission last week, Icahn stated that a sale would enhance shareholder value.

The document reveals that Icahn anticipates Caesars to refrain from appointing a permanent leader, or extending the current CEO’s tenure, until he has engaged with the board. American media outlets widely reported that Icahn suggested Tony Rodio, the current head of Affinity Gaming and former leader of Tropicana Entertainment, as a potential replacement for Frissora.

Icahn restated his conviction that a sale is the most advantageous path for the company, aligning with the agreement he reached with the board.

“I am convinced that the most effective course of action for Caesars is to embark on a comprehensive strategic process, involving the sale or merger of the company to further enhance its already robust regional presence. This will empower Caesars to continue leveraging the Caesars Rewards program, attracting an increasing number of patrons to the Caesars Las Vegas market,” Icahn elaborated.

“I anticipate this will establish Caesars as the most formidable competitor in Las Vegas, the global gambling hub,” he continued. “Caesars presents a compelling opportunity for specific investors who have already expressed interest, and I am gratified that the board will explore these possibilities.

“Beyond strategic alternatives, I believe Caesars should also prioritize leadership succession, disciplined capital allocation, enhancing operational performance, and optimizing real estate and other assets.”

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