Bally's Corp Files 8-K: Material Agreement, Exhibits

TL;DR

Bally's Corp signed a material definitive agreement on 7/25/24. Details in exhibits.

AI Summary

On July 25, 2024, Bally's Corporation entered into a Material Definitive Agreement. The filing also includes Regulation FD Disclosure and Financial Statements and Exhibits. Bally's Corporation is incorporated in Delaware and headquartered in Providence, RI.

Why It Matters

This filing indicates a significant new agreement for Bally's Corp, which could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that may affect the company's future performance.

Key Players & Entities

• Bally's Corporation (company) — Registrant
• July 25, 2024 (date) — Date of earliest event reported
• Providence, RI (location) — Principal Executive Office Address
• Delaware (location) — State of incorporation

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common stock, $0.01 par value BALY New York Stock Exchange
• $0.00000198 — y all shares of common stock, par value $0.00000198 per share, of Queen that it owns (the "
• $18.25 — to receive cash consideration equal to $18.25 per share of Company Common Stock (the
• $11,100,000 — o pay Parent a termination fee equal to $11,100,000 in the event that the Merger Agreement
• $22,200,000 — the Company a termination fee equal to $22,200,000 in cash or stock at the option of the P
• $500,000,000 — other things, the availability of up to $500,000,000 of senior secured first-lien debt finan
• $25,200,000 — L guarantees in an amount not to exceed $25,200,000 certain obligations of the Parent in co
• $30.00 — Company Common Stock at prices between $30.00 and $45.00 per share for cancellation a
• $45.00 — mmon Stock at prices between $30.00 and $45.00 per share for cancellation and retireme

Filing Documents

• baly-20240725.htm (8-K) — 73KB
• ex21-mergeragreement.htm (EX-2.1) — 1159KB
• ex101-sgsupportagreement.htm (EX-10.1) — 90KB
• ex102-sbgsupportagreement.htm (EX-10.2) — 105KB
• ex103-haydensupportagreeme.htm (EX-10.3) — 83KB
• ex991-july252024pressrelea.htm (EX-99.1) — 28KB
• image_0.jpg (GRAPHIC) — 9KB
• 0001747079-24-000082.txt ( ) — 1923KB
• baly-20240725.xsd (EX-101.SCH) — 2KB
• baly-20240725_lab.xml (EX-101.LAB) — 21KB
• baly-20240725_pre.xml (EX-101.PRE) — 12KB
• baly-20240725_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Merger Agreement Overview On July 25, 2024, Bally's Corporation, a Delaware corporation (the " Company "), entered into an Agreement and Plan of Merger (the " Merger Agreement ") with SG Parent LLC, a Delaware limited liability company (" Parent "), The Queen Casino & Entertainment, Inc., a Delaware corporation and affiliate of Parent (" Queen "), Epsilon Sub I, Inc., a Delaware corporation and wholly owned subsidiary of the Company (" Merger Sub I "), Epsilon Sub II, Inc., a Delaware corporation and wholly owned subsidiary of the Company (" Merger Sub II ", and together with the Company and Merger Sub I, the " Company Parties "), and, solely for purposes of specified provisions of the Merger Agreement, SG CQ Gaming LLC, a Delaware limited liability company (" SG Gaming " and together with Parent and Queen, the " Buyer Parties "). Capitalized terms used herein but not otherwise defined have the meaning set forth in the Merger Agreement. The Merger Agreement provides, among other things and on the terms and subject to the conditions in the Merger Agreement, in connection with the closing of the transaction, (i) SG Gaming will contribute to the Company all shares of common stock, par value $0.00000198 per share, of Queen that it owns (the " Queen Share Contribution ") in exchange for shares of common stock, par value $0.01 per share, of the Company (" Company Common Stock ") based on a 2.45368905950 share exchange ratio, (ii) immediately thereafter, Merger Sub I will merge with and into the Company (the " Company Merger "), with the Company surviving the Company Merger and (iii) immediately thereafter, Merger Sub II will merge with and into Queen (the " Queen Merger ," and together with the Company Merger, the " Mergers "), with Queen surviving the Queen Merger as a direct, wholly owned subsidiary of the Company. The board of directors of the Company (the " Board "), acting upon the unanimous recommendati

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On July 25, 2024, the Company issued a press release announcing entry into the Merger Agreement. A copy of the press release is furnished as Exhibit 99.1 and incorporated by reference into this Item 7.01. The information provided pursuant to this Item 7.01, including Exhibit 99.1 in Item 9.01, is "furnished" and shall not be deemed to be "filed" with the SEC or incorporated by reference in any filing under the Exchange Act or the Securities Act , except as shall be expressly set forth by specific reference in any such filings.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit Number Description 2.1* Agreement and Plan of Merger, dated as of July 25, 2024, by and among Parent, Queen, Merger Sub I, Merger Sub II, the Company and, solely for purposes of specified provisions of the Merger Agreement, SG Gaming. 10.1 Support Agreement, dated as of July 25, 2024, by and among the Company, Parent and SRL. 10.2 Support Agreement, dated as of July 25, 2024, by and among the Company, Parent and SBG. 10.3 Support Agreement, dated as of July 25, 2024, by and among the Company, Parent and Noel Hayden. 99.1 Press Release, dated July 25, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules (or similar attachments) have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant will furnish copies of any such schedules or similar attachments to the SEC upon request.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BALLY'S CORPORATION By: /s/ Kim M. Barker Name: Kim M. Barker Title: Chief Legal Officer Date: July 25, 2024

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View this 8-K filing on SEC EDGAR