Icahn-backed Caesars board members elected through next year

Howard Stutz has over 30 years of experience reporting on the gaming industry.

A week after agreeing to a $17.3 billion cash-and-stock merger with Eldorado Resorts, Caesars Entertainment shareholders re-elected the company’s current board of directors.

All four candidates backed by corporate raider Carl Icahn, who controls more than 28 percent of Caesars, were elected to serve through the 2020 annual meeting, the casino giant said in a July 2 filing with the Securities and Exchange Commission.

In March, Icahn began exerting control over Caesars, adding Icahn Enterprises CEO Keith Cozza, Icahn Enterprises board member James Nelson, and Icahn Capital fund manager Courtney Mather to the Caesars board. New Caesars CEO Tony Rodio, who took over the company in April, was also elected to the board, giving Icahn control over four of the board’s 11 seats.

Rodio, who was the CEO of Icahn’s Tropicana Entertainment before it was sold to Eldorado last October, expects to remain in place until the merger is completed sometime next year. In addition to an approval from the Federal Trade Commission, the merger requires the approval of gaming regulators in 16 states.

Current Caesars board chairman James Hunt and members John Dionne, Richard Schifter, Thomas Benninger, and Juliana Chugg were also elected.

Board members Denise Clark, Don Kornstein and James L. Nelson did not have to stand for election.

The 83-year-old Icahn acquired his ownership in Caesars through a series of stock sales and swaps that started at the end of last year. The activist investor had been pushing for a merger or sale of the casino company.

Nevada Gaming Control Board Chairwoman Sandra Douglass Morgan said Monday that the agency has not halted its licensing investigation into Icahn, despite the deal with Eldorado.

“We are still moving forward with the application on file,” Morgan said in a text message. “Everything is still in motion. We are moving forward with what’s been submitted.”

Icahn has bought and sold several Las Vegas gaming companies over the years, including the halted Fontainebleau project and the company that owned the Stratosphere and three other casinos. Icahn also owns the shuttered Trump Plaza site on the Atlantic City Boardwalk.

Caesars cancelled its annual meeting on June 24, the day the transaction with Eldorado was announced. On paper, the deal will create the world’s largest gaming company, with 60 resorts in 16 states under one name.

However, Eldorado CEO Tom Reeg, who will oversee the combined company, has said certain casinos in several markets will be sold to avoid federal antitrust issues. He also expects to sell one or two of the nine Las Vegas Strip casinos involved in the merger, all of which are currently owned by Caesars.

Eldorado currently operates 26 casinos in 12 states; Caesars operates close to 40 casinos in 13 states.

Icahn said in a June 24 statement the merger was a “quintessential example of how an activist shareholder, working collaboratively with the Board, can greatly enhance value for all stockholders.” Icahn said the sale reflected a 51 percent premium over Caesars’ March stock price, the same month Icahn appointed three representatives to the company’s board.

“While I criticized the Caesars board when I took a major position several months ago, I would now like to do something that I rarely do, which is to praise a board of directors for acting responsibly and decisively in negotiating and approving this transformational transaction,” Icahn said.