## Ackman Urges Caesars to Sell Despite Board Agreement – iGB
The American gaming behemoth Caesars Entertainment has struck a deal with Carl Icahn, under which the activist investor will back all proposed board appointments at the company’s 2019 annual shareholder gathering.
Nevertheless, Icahn, who disclosed last week that he had purchased a 9.8% interest in Caesars, repeated his call for the board to pursue a merger or divestment of the enterprise.
As part of the accord, three new directors have been added to the Caesars board. Keith Kozlar, chief executive of Icahn Enterprises, James Nielsen, a director at Icahn Enterprises, and Courtney Mather, a portfolio manager at the investor’s Icahn Capital Fund, have joined immediately.
Mather and Kozlar will serve until the 2019 shareholder meeting, at which point shareholders will vote on whether to extend their terms, while Nielsen will run for re-election in 2020. As a consequence of these three appointments, three unnamed current board members will step down.
Should Caesars Entertainment fail to choose a replacement for outgoing CEO Mark Frissora within 45 days of the agreement being finalized, Icahn will be granted the authority to add a fourth member to the board.
Caesars Entertainment Board Chair James Hunt, commenting on the new appointments, stated, “Our new colleagues possess a wide range of pertinent experience, and we anticipate their contributions to our board as we continue our endeavors to generate greater value for all stockholders.”
He elaborated, “Since the completion of Caesars Entertainment’s restructuring, we have been engaged in a strategic process aimed at value creation, and we will persist in this process with our new board members.” “On behalf of the entire board and the nearly 68,000 personnel of Caesars Entertainment, I express gratitude to our departing director colleagues for their exceptional and unwavering contributions to the company.”
In conjunction with the operator’s upcoming 2019 annual shareholder meeting, the Caesars Entertainment board will propose a series of enhancements to its governance procedures. Shareholders will be requested to vote on a proposition that would permit shareholders possessing at least 15% of the shares to convene a special shareholder gathering. Another proposition, prohibiting the adoption of shareholder rights plans with trigger thresholds below 20% of outstanding shares, will also be presented.
The accord with Icahn follows his urging of the operator to merge or sell. Icahn indicated in a regulatory filing with the Securities and Exchange Commission last week that a sale would augment shareholder value.
Carl Icahn conveyed in the document that he anticipates Caesars Entertainment to sidestep the selection of a permanent chief executive, or extending the tenure of incumbent CEO Mark Frissora, until he collaborates with the board. US media outlets widely publicized that Icahn put forward Tony Rodio, present head of Affinity Gaming and former chief executive of Tropicana Entertainment, as Frissora’s replacement.
After reaching a consensus with the board, Icahn restated his conviction that a sale is the most advantageous course of action for the enterprise.
“I am of the opinion that the most favorable path forward for Caesars Entertainment is to embark on a comprehensive strategic process to sell or merge the company to further cultivate its already robust regional presence, which will empower Caesars Entertainment to continue to capitalize on the Caesars Rewards program, drawing in an increasing number of patrons to the Caesars Las Vegas market,” Icahn elucidated.
“I anticipate this will render Caesars Entertainment the most formidable competitor in Las Vegas, the gambling mecca of the globe,” he carried on. “Caesars Entertainment will be a prime opportunity for specific investors who have already expressed interest, and I am gratified that the board will investigate these prospects.
“In addition to strategic alternatives, I believe Caesars Entertainment should also concentrate on leadership succession, judicious capital allocation, enhancing operational performance, and optimizing real estate and other assets.”
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