Bally’s Corporation Stockholders Approve Merger Agreement With Affiliate of Standard General L.P.

Rhea-AI Summary

Bally's (NYSE: BALY) stockholders have approved the merger agreement with The Queen Casino & Entertainment Inc., a portfolio company majority-owned by Standard General L.P. The approval includes both affiliated and unaffiliated stockholders. Shareholders also approved executive compensation related to the merger. Stockholders who elected to keep their shares post-merger will trade under the temporary ticker 'BALY.T' before reverting to 'BALY'. The shares will remain SEC-registered and continue trading on NYSE or another U.S. exchange. The merger is expected to close in first half of 2025, subject to regulatory approvals.

Positive

• Stockholder approval secured for strategic merger
• Shares will maintain NYSE listing post-merger
• Clear timeline provided for merger completion (H1 2025)

Negative

• Transaction still subject to regulatory approvals
• Temporary ticker symbol change may cause trading confusion
• Executive compensation package approved could increase costs

Insights

Financial Analyst

This merger approval marks a significant corporate restructuring for Bally's, with stockholders backing Standard General's acquisition plan. The deal structure includes an innovative "Rolling Share Election" mechanism, allowing certain shareholders to maintain their equity position post-merger under a temporary ticker "BALY.T" before reverting to "BALY".

The transaction's approval by both affiliated and unaffiliated stockholders demonstrates broad support for the deal, though regulatory hurdles remain. The merger's completion, expected in H1 2025, will consolidate Standard General's control over Bally's, potentially streamlining decision-making and strategic execution.

Notably, shareholders also approved executive compensation packages tied to the merger, indicating confidence in management's alignment with the deal's objectives. The continued NYSE listing post-merger maintains market liquidity and accessibility for investors.

Legal Expert

The merger approval process demonstrates robust corporate governance, with separate voting requirements for affiliated and unaffiliated stockholders providing important minority shareholder protections. The structured approach to Rolling Share Elections, with potential additional election periods subject to Special Committee approval, offers flexibility while maintaining regulatory compliance.

The deal's execution timeline extending into 2025 reflects the complex regulatory approval process ahead, particularly given the gaming industry's strict oversight. The SEC registration maintenance and continued exchange listing requirements ensure ongoing regulatory compliance and transparency for remaining public shareholders.

PROVIDENCE, R.I.--(BUSINESS WIRE)-- Bally’s Corporation (NYSE: BALY) (“Bally’s” or the “Company”) announced that at its Special Meeting of Stockholders held on November 19, 2024, its stockholders, including its unaffiliated stockholders, approved the adoption of its previously announced definitive merger agreement with The Queen Casino & Entertainment Inc. (“Queen”), a portfolio company majority-owned by the Company’s largest stockholder, Standard General L.P. At the Special Meeting, the Company stockholders also approved, on a non-binding advisory basis, the compensation that may or will become payable by Bally’s to its named executive officers in connection with the transactions contemplated by the merger agreement. The merger agreement has been adopted by the affirmative vote of the holders of a majority of the outstanding shares of the Company’s common stock as of the October 21, 2024 record date for the Special Meeting and the affirmative vote of the holders of a majority of the holders of the outstanding shares of the Company’s common stock as of such record date, excluding those held by Standard General L.P., Sinclair Broadcast Group, Inc., Noel Hayden and certain executive officers and a director of the company.

Stockholders who validly elected to have their Company shares remain issued and outstanding following the Company merger (the “Rolling Share Election”) as of 5:00 p.m. ET today (November 19, 2024), will be assigned a new CUSIP number and their shares will continue to be traded on the New York Stock Exchange (the “NYSE”) under the new ticker symbol “BALY.T” (the “Rolling Company Shares”), prior to the effective time of the Company merger (the “Company Effective Time”). The Company, 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 Company Effective Time. Bally’s will notify Company Stockholders of any such additional election period and the related deadlines and procedures by the filing with the Securities and Exchange Commission (“SEC”) of a Form 8-K or such other report or schedule as may be appropriate.

At the Company Effective Time, the Rolling Company Shares 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 on the NYSE or another securities exchange in the United States, based on applicable listing requirements.

Closing of the transactions contemplated by the merger agreement is anticipated to occur in the first half of 2025 and remain subject to the receipt of regulatory approvals and the satisfaction of other customary closing conditions.

A final report on the results of the Special Meeting will be made on a Form 8-K to be filed with the SEC.

About Bally’s Corporation

Bally’s Corporation is a global casino-entertainment company with a growing omni-channel presence. It currently owns and manages 15 casinos across 10 states, a golf course in New York, a horse racetrack in Colorado, and has access to OSB licenses in 18 states. It also owns Bally’s Interactive International, formerly Gamesys Group, a leading, global, interactive gaming operator, Bally Bet, a first-in-class sports betting platform, and Bally Casino, a growing iCasino platform.

With 10,600 employees, the Company’s casino operations include approximately 15,300 slot machines, 580 table games and 3,800 hotel rooms. Bally’s also has rights to developable land in Las Vegas post the closure of the Tropicana.

Upon completion of the announced merger with The Queen Casino & Entertainment Inc. (“Queen”) the above portfolio are expected to be supplemented with four additional casinos across three states, one of which will be an additional state that expands Bally’s jurisdiction of operations to include the state of Iowa. Queen will also add over 900 employees, and operations that currently include approximately 2,400 slot machines, 50 table games and 150 hotel rooms to the Bally’s portfolio. Bally’s will also become the successor of Queen’s significant economic stake in a global lottery management and services business through its investment in Intralot S.A. (ATSE: INLOT).

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements in this communication include, but are not limited to, statements regarding the proposed transaction, the ability of the Company to complete the proposed transaction and the expected timing thereof and statements regarding the future prospects of the Company following the completion of the proposed transaction. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. As a result, these statements are not guarantees of future performance and actual events may differ materially from those expressed in or suggested by the forward-looking statements. Any forward-looking statement made by the Company in this press release, its reports filed with the SEC and other public statements made from time-to-time speak only as of the date made. New risks and uncertainties come up from time to time, and it is impossible for the Company to predict or identify all such events or how they may affect it. The Company has no obligation, and does not intend, to update any forward-looking statements after the date hereof, except as required by federal securities laws. Factors that could cause these differences include, but are not limited to those included in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other reports and schedules filed by the Company with the SEC. These statements constitute the Company’s cautionary statements under the Private Securities Litigation Reform Act of 1995.

View source version on businesswire.com: https://www.businesswire.com/news/home/20241119022382/en/

Media

Diane Spiers

(609) 377-4705

dspiers@ballys.com

Investor

Marcus Glover

Chief Financial Officer

(401) 475-8564

ir@ballys.com

James Leahy, Joseph Jaffoni, Richard Land

JCIR

(212) 835-8500

baly@jcir.com

Source: Bally’s Corporation

FAQ

When will Bally's (BALY) merger with Standard General affiliate close?

The merger is expected to close in the first half of 2025, subject to regulatory approvals and other customary closing conditions.

What happens to Bally's (BALY) stock symbol after the merger approval?

Shares of stockholders who elected to keep their shares will temporarily trade under 'BALY.T' before reverting to 'BALY' at the merger's effective time.

Will Bally's (BALY) continue to be publicly traded after the merger?

Yes, the shares will remain registered with the SEC and continue trading on the NYSE or another U.S. securities exchange, subject to listing requirements.

What approvals did Bally's (BALY) stockholders give at the Special Meeting?

Stockholders approved both the merger agreement and the executive compensation package related to the merger transaction.