Bally's Corp. Announces Major Acquisition and Financial Obligations

TL;DR

Bally's just made a big acquisition, took on debt, and might have sold some stock. Big changes ahead.

AI Summary

On February 7, 2025, Bally's Corp. entered into a material definitive agreement related to its acquisition of a company. The filing also indicates the completion of an acquisition or disposition of assets, the creation of a direct financial obligation, and potential unregistered sales of equity securities. Additionally, there were material modifications to security holder rights and a change in control of the registrant.

Why It Matters

This filing signals significant strategic moves by Bally's Corp., including a new acquisition and potential changes to its financial structure and shareholder rights, which could impact its market position and investor value.

Risk Assessment

Risk Level: high — The filing details multiple significant events including acquisitions, financial obligations, and changes in control, indicating substantial operational and financial shifts for Bally's Corp.

Key Players & Entities

• Bally's Corp. (company) — Registrant
• 0001747079 (company) — Central Index Key for Bally's Corp.
• Twin River Worldwide Holdings, Inc. (company) — Former Company Name

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common stock, $0.01 par value BALY New York Stock Excha
• $18.25 — to receive cash consideration equal to $18.25 per share, which amount does not includ
• $500.0 million — ereto, pursuant to which Bally's issued $500.0 million of new first lien senior secured notes.

Filing Documents

• ea0229518-8k_ballys.htm (8-K) — 50KB
• ea022951801ex3-1_ballys.htm (EX-3.1) — 55KB
• ea022951801ex3-2_ballys.htm (EX-3.2) — 195KB
• ea022951801ex10-1_ballys.htm (EX-10.1) — 1737KB
• ea022951801ex99-1_ballys.htm (EX-99.1) — 11KB
• ex99-1_001.jpg (GRAPHIC) — 17KB
• 0001213900-25-013607.txt ( ) — 2626KB
• baly-20250207.xsd (EX-101.SCH) — 3KB
• baly-20250207_lab.xml (EX-101.LAB) — 33KB
• baly-20250207_pre.xml (EX-101.PRE) — 22KB
• ea0229518-8k_ballys_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On February 7, 2025, Bally's Corporation ("Bally's" or the "Company") completed the previously announced transactions under the Agreement and Plan of Merger, dated as of July 25, 2024, as amended, among the Company, SG Parent LLC ("Parent"), The Queen Casino & Entertainment, Inc., an affiliate of Parent ("Queen"), and other parties pursuant to which: Approximately 22.8 million outstanding shares of Bally's common stock was converted into the right to receive cash consideration equal to $18.25 per share, which amount does not include an aggregate of approximately 17.9 million shares of Bally's common stock owned by the Company or any of its wholly owned subsidiaries, Parent or any of its affiliates, SG CQ Gaming, LLC, an affiliate of Parent ("SG Gaming"), and stockholders who elected to have their shares remain outstanding following the Company Merger (as referenced below). Each outstanding share of Queen common stock (other than the Queen common stock contributed in the Queen Share Contribution (as referenced below)) was cancelled in exchange for newly issued shares of Bally's common stock, resulting in the issuance of 3.5 million shares of Bally's common stock. When combined with the 26.9 million shares of Bally's common stock issued in connection with the Queen Share Contribution, a total of approximately 30.5 million shares of Bally's common stock were issued as a result of the Queen Share Contribution and Queen Merger (as referenced below). Reflecting the transactions described herein, Bally's currently has approximately 48.4 million shares of Bally's common stock outstanding. Warrants representing the right to purchase up to approximately 11.6 million shares of Bally's common stock also remain outstanding. The merger transactions consisted of the following: SG Gaming's contribution (the "Queen Share Contribution") to the Company of all the shares of Queen common stock of Queen, in exchange for

01 Completion of Acquisition or Disposition

Item 2.01 Completion of Acquisition or Disposition of Assets . The information set forth in Item 1.01 is incorporated by reference into this Item 2.01.

03 Creation of a Direct Financial Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities In connection with the Queen Share Contribution and the Queen Merger, at the closing of the merger transactions, the Company issued 30,452,096 shares of Bally's common stock in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), on the basis that they were issued to a limited number of accredited investors, consisting principally of Company's affiliates, the Company provided comprehensive representations and warranties in the merger agreement, and the Company did not engage in any general solicitation or advertising in connection with such transaction and did not offer securities to the public in connection therewith. Pursuant to the Support Agreement, dated July 25, 2024, among Bally's, SBG Gaming, LLC, ("SBG") and Parent, in connection with the merger transactions, SBG delivered to Bally's options it previously acquired from Bally's to purchase 1,639,669 shares of Bally's common stock in exchange for warrants to purchase 384,536 shares of Bally's common stock containing terms substantially similar to other warrants held by SBG. The warrant issuance was exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(9) of the Securities Act, on the basis that the warrants were issued in exchange for other Bally's securities, no additional consideration was delivered in connection with the exchange, and no commissions or other remuneration was paid by Bally's in connection with the exchange. The information set forth in Items 1.01 and 2.01 is incorporated by reference into this Item 3.02. 2 Item 3.03 Material Modification to Rights of Security Holders. The information set forth in Items 1.01, 2.01, 3.02, 5.01 and 5.03 is incorporated by reference into this Item 3.03.

01 Change in Control of Registrant

Item 5.01 Change in Control of Registrant. As a result of the consummation of the merger transactions, a change of control of the Company may be deemed to have occurred since, following the closing of the merger transactions, Standard General L.P. and its affiliated entities beneficially own 73.8% of the Company's issued and outstanding common stock. The information set forth in Items 1.01 and 2.01 is incorporated by reference into this Item 5.01.

03. Amendments to Articles of Incorporation

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Pursuant to the merger agreement, at the closing, Bally's Fifth Amended and Restated Certificate of Incorporation as in effect immediately prior to the Company Merger was amended and restated in the form of the Sixth Amended and Restated Certificate of Incorporation, and its then current Amended and Restated Bylaws were further amended and restated as set forth in the Second Amended and Restated Bylaws filed as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference. The information set forth in Items 1.01 and 2.01 is incorporated by reference into this Item 5.03.

01 Other Events

Item 8.01 Other Events. On February 7, 2025, the Company issued a press release announcing the closing of the merger transactions. A copy of the press release is furnished as Exhibit 99.1 and incorporated by reference into this Item 8.01. The information provided pursuant to this Item 8.01, 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. 3

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (a) Financial Statements of business or funds acquired. The Company intends to file financial statements required by this Item 9.01(a) under the cover of an amendment to this Form 8-K no later than 71 calendar days after the date on which this Form 8-K was required to be filed. (b) Pro forma financial information. The Company intends to file the pro forma financial information that is required by this Item 9.01(b) under the cover of an amendment to this Form 8-K no later than 71 calendar days after the date on which this Form 8-K was required to be filed. Exhibit Number Description 3.1 Sixth Amended and Restated Certificate of Incorporation of Bally's Corporation. 3.2 Second Amended and Restated Bylaws of Bally's Corporation. 10.1 Note Purchase Agreement, dated February 7, 2025, by and among the Company, the subsidiaries of the Company party thereto as guarantors, Alter Domus (US) LLC as note agent and collateral agent, and the purchasers party thereto*. 99.1 Press Release, dated February 7, 2025. 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 exhibits to the SEC upon request. 4

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: February 13, 2025 By: /s/ Kim M. Barker Kim M. Barker Chief Legal Officer 5

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View this 8-K filing on SEC EDGAR