Caesars Entertainment confirmed Thursday that two board members appointed at the request of investor Carl Ichan have resigned from their positions.
The company informed the U.S. Securities and Exchange Commission in an 8-K filing that Jesse Lynn, general counsel of Icahn Enterprises, and Ted Papapostolou, CEO of IEP, have stepped down from the board “effective immediately.”
Lynn and Papapostolou joined the Caesars board in March 2025, but the regulatory filing did not clarify if their resignations were connected to the company’s rejection of Ichan’s takeover bid.
Caesars noted the Ichan Group also waived their right to appoint replacement directors under the Director Appointment and Nomination Agreement.
Ichan made an increased offer for Caesars on the last day of a 45-day “go-shop” period of $34 per share in cash, which topped Fertitta Entertainment Inc.’s (FEI) $31-per-share proposal. Caesars ultimately rejected Ichan’s higher bid, due to heavy debt leverage, executive risks, and unresolved financing structures backed by Jefferies Financial Group. Ichan owns approximately 5% of Caesars stock.
Caesars shareholders will vote Tuesday on FEI’s $17.6 billion takeover of the Reno-based gaming company. The company operates more than 50 casino resorts across 16 states, including eight properties on the Las Vegas Strip.
Caesars also disclosed that the company and FEI had each received a second request for additional information and documents from the Federal Trade Commission (FTC) in connection with the agency’s review of the merger.
The companies have 30 days to comply with the request under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976. The HSR is a federal law that requires companies to notify the FTC and the Department of Justice before completing certain large mergers and acquisitions.
“The company and Fertitta Entertainment intend to continue to work cooperatively with the FTC in its review of the merger,” according to filing signed by Edmond Quatmann Jr., Caesars chief legal officer, executive vice president and secretary.
“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.”
