Bally's Corp Files 8-K on Security Holder Votes and Other Events

TL;DR

Bally's Corp filed an 8-K detailing security holder votes and other corporate events as of Nov 19.

AI Summary

Bally's Corporation filed an 8-K on November 21, 2024, reporting on matters submitted to a vote of security holders and other events. The filing indicates that the report's earliest event date was November 19, 2024. Bally's Corporation, formerly Twin River Worldwide Holdings, Inc., is incorporated in Delaware and headquartered in Providence, RI.

Why It Matters

This 8-K filing provides updates on significant corporate actions and votes by Bally's Corporation's security holders, which could impact the company's governance and strategic direction.

Risk Assessment

Risk Level: low — This filing is a routine corporate disclosure and does not appear to contain immediate material risks.

Key Players & Entities

• Bally's Corporation (company) — Registrant
• Twin River Worldwide Holdings, Inc. (company) — Former company name
• November 19, 2024 (date) — Earliest event reported
• November 21, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common stock, $0.01 par value BALY New York Stock Excha

Filing Documents

• ea0221757-8k_ballys.htm (8-K) — 42KB
• 0001213900-24-100683.txt ( ) — 212KB
• baly-20241119.xsd (EX-101.SCH) — 3KB
• baly-20241119_lab.xml (EX-101.LAB) — 33KB
• baly-20241119_pre.xml (EX-101.PRE) — 22KB
• ea0221757-8k_ballys_htm.xml (XML) — 3KB

07 Submission of Matters to a Vote of

Item 5.07 Submission of Matters to a Vote of Security Holders On November 19, 2024, Bally's Corporation, a Delaware corporation (" Bally's or the " Company "), held a special meeting of stockholders by means of remote communications via a live interactive webcast on the internet (the " Special Meeting "). As of the record date, October 21, 2024 (the " Record Date "), there were 40,666,741 shares of the Company's common stock, par value $0.01 per share (the " Common Stock "), eligible to be voted at the Special Meeting. At the Special Meeting, 28,452,856 shares of the Common Stock eligible to be voted at the Special meeting, were present either in person or by proxy. Three matters were voted upon at the Special Meeting. Proposal No.1 (the " Merger Proposal ") was to consider and vote on the proposal to adopt that certain Agreement and Plan of Merger, dated as of July 25, 2024, (as it has been amended, supplemented or modified from time to time, the " Merger Agreement "), by and among SG Parent LLC, a Delaware limited liability company (" Parent "), the Company, 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, Epsilon Sub II, Inc., a Delaware corporation and wholly owned subsidiary of the Company, and, solely for purposes of specified provisions of the Merger Agreement, SG CQ Gaming LLC, a Delaware limited liability company (together with Parent and Queen, the " Buyer Parties "). Approval of the Merger Proposal required the affirmative vote of (i) the holders of a majority of all of the outstanding shares of Common Stock entitled to vote thereon (the " Majority Vote "), and (ii) the holders of a majority of the outstanding shares of Common Stock held by the Unaffiliated Company Stockholders (as defined in the Merger Agreement) entitled to vote thereon (the " Unaffiliated Stockholders Vote "), in each case, as of the Record Date

01- Other Events

Item 8.01- Other Events As of 5 p.m. ET on November 19, 2024 (the " Election Deadline "), holders of approximately 17,492,173 shares of Common Stock (which includes 8,849,849 shares of Common Stock held by Standard General L.P. and its affiliates and 4,953,272 shares of Common Stock held by Noel Hayden) had submitted an election form to have shares of Common Stock remain issued and outstanding following the Company Merger (as defined in the Merger Agreement) (the " Rolling Share Election "). The shares of Common Stock which are subject to a Rolling Share Election will be assigned a new CUSIP number and will continue to be traded on the New York Stock Exchange (the " NYSE ") under ticker symbol "BALY.T". Bally's, subject to the prior approval by the Special Committee, reserves the right to open one or more new Rolling Share Election periods prior to the effective time of the Company Merger. There can be no assurance, however, that Parent or the Company will allow for additional Rolling Share Election periods. Bally's will notify Company stockholders of any such additional election period and the related deadlines and procedures by the filing with the SEC on a Form 8-K or such other report or schedule as may be appropriate. At effective time of the Company Merger, the Rolling Company Shares (as defined in the Merger Agreement) will remain outstanding, and it is expected that such shares will revert to the original "BALY" ticker symbol. The Rolling Company Shares will remain registered with the SEC and is expected to continue trading under the original "BALY" ticker symbol on the NYSE or another securities exchange in the United States, based on applicable listing requirements. Rolling Share Elections may be subject to revocation by Parent and the Company upon certain circumstances as set forth in the Merger Agreement. The closing is anticipated to occur in the first quarter of 2025 and remains subject to the receipt of regulatory approvals and the satisfaction o

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit Number Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2

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 Date: November 20, 2024 By: /s/ Kim M. Barker Kim M. Barker Chief Legal Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR