Notice: Carl Icahn Places Two Directors on Caesars Board as Digital Spin-Off Emerges as Strategic Priority

Activist investor Carl Icahn and Caesars Entertainment reached an agreement in March 2025 under which the company consented to expanding its board to twelve directors and appointing Jesse Lynn, general counsel of Icahn Enterprises, and Ted Papapostolou, chief financial officer of Icahn Enterprises, as directors. Icahn agreed to abide by customary standstill and voting provisions, CNBC reported.

What the company announced

In the press release announcing the agreement, Icahn stated that he and his team "look forward to working with management and the Board to maximize value for all shareholders, including by exploring strategic alternatives for the Company's underappreciated digital business." The agreement marks Icahn's second major intervention at Caesars: he disclosed a stake in 2019, replaced departing CEO Mark Frissora and orchestrated the Eldorado merger that formed the current Caesars Entertainment in July 2020.

• Board expanded from ten to twelve directors
• Jesse Lynn (general counsel, Icahn Enterprises) appointed to the board
• Ted Papapostolou (CFO, Icahn Enterprises) appointed to the board
• Icahn ownership stake: 1.15%
• Caesars market value at the time: $5.8 billion ($27.36 per share)
• Strategic focus: exploring alternatives for Caesars Digital

The digital case

Caesars Digital generated $1.16 billion in revenue in 2024, accounting for 10.3% of the company's total and representing 19.5% growth from the prior year and 112.2% growth since 2022. The segment's EBITDAR surged 207.9% from 2023 to 2024, with projections of another 160.9% increase in 2025. By contrast, the brick-and-mortar segments — Las Vegas and Regional — saw revenue decline 2.34% from 2023 and 1.78% from 2022, with EBITDAR falling 6.56% and 5.87% respectively over the same periods.

Caesars currently trades at 8.43 times EBITDA, whereas digital gaming peers trade at 15 to 25 times. Applying that range to Caesars Digital's projected $305 million of 2025 adjusted EBITDA would imply a standalone value of approximately $4.6 billion to $7.6 billion — representing 15% to 25% of the company's total enterprise value, significantly above its implied contribution today.

Icahn's casino track record

Icahn has a decades-long history of creating value in the gaming sector. In 1998 he acquired the Stratosphere casino operations, grew the business and sold it for more than $1 billion about a decade later. He acquired an interest in Tropicana in 2008 when it was bankrupt, brought in new leadership, restructured it and sold it in April 2018 for $1.85 billion. His 2019 intervention at Caesars led directly to the Eldorado merger.

Company details

Caesars Entertainment, Inc. (NASDAQ: CZR), headquartered in Reno, Nevada. Official website: caesars.com.