Bally’s Enters Into Merger Agreement With Affiliates of Standard General L.P.

Rhea-AI Summary

Bally's (NYSE: BALY) has entered into a merger agreement with Standard General L.P., its largest shareholder. The deal values Bally's at approximately $4.6 billion in enterprise value. Shareholders will receive $18.25 per share in cash, a 71% premium over the 30-day volume weighted average price as of March 8, 2024. Alternatively, shareholders can elect to retain their Bally's stock through a rollover option.

The merger will combine Bally's with The Queen Casino & Entertainment Inc. (QC&E), expanding Bally's Casino & Resorts segment to 19 facilities across 11 U.S. states. The transaction is expected to close in the first half of 2025, subject to regulatory approvals and shareholder vote. Standard General has secured $500 million in committed financing to support the merger.

Positive

• 71% premium offered to shareholders over the 30-day volume weighted average price
• Expansion of Casino & Resorts segment to 19 facilities across 11 U.S. states
• $500 million committed financing secured for the merger
• Option for shareholders to retain investment through rollover election
• Addition of complementary QC&E assets expected to drive growth and value accretion

Negative

• Potential integration challenges with QC&E properties
• Execution risks associated with ongoing development projects
• Regulatory approvals required, which could delay or impede the merger

Insights

Financial Analyst

This merger agreement between Bally's and Standard General represents a significant development in the gaming industry. The $18.25 per share cash offer values Bally's at approximately $4.6 billion in enterprise value, representing a 71% premium over the 30-day volume-weighted average price. This substantial premium suggests Standard General sees significant untapped value in Bally's assets and operations.

The merger will combine Bally's with The Queen Casino & Entertainment, expanding Bally's Casino & Resorts segment to 19 facilities across 11 U.S. states. This expansion could potentially lead to increased market share and improved economies of scale. However, investors should note that the gaming industry is highly competitive and subject to regulatory risks.

The option for stockholders to roll over their shares into the combined company provides flexibility, allowing those who believe in the long-term prospects to maintain their investment. This structure might also help Standard General secure the necessary shareholder approval for the deal.

The $500 million committed financing for the transaction appears manageable given Bally's current financial position. However, investors should monitor how this additional debt might impact the company's balance sheet and future financial flexibility.

Overall, while the premium offered is attractive, shareholders should carefully consider the long-term prospects of the combined entity versus the immediate cash payout when making their decision.

Market Research Analyst

This merger has significant implications for the competitive landscape of the U.S. gaming industry. By combining Bally's 15 existing properties with QC&E's 4 casinos, the new entity will have a stronger presence in key markets. This could potentially lead to improved bargaining power with suppliers and enhanced cross-selling opportunities.

The merger also aligns with the ongoing consolidation trend in the gaming industry, as companies seek to achieve scale and diversification. The expanded geographic footprint of the combined company may provide some insulation against regional economic fluctuations and regulatory changes.

Investors should pay attention to the development pipeline mentioned, particularly the Chicago casino project. Such expansion projects can be significant drivers of future growth but also carry execution risks and require substantial capital investment.

The involvement of Sinclair Broadcast Group as a supporting party is noteworthy. Given Bally's existing relationship with Sinclair for sports betting and iGaming, this could potentially lead to enhanced synergies in the sports betting and media space.

While the merger appears strategically sound, integration challenges and potential regulatory hurdles should not be overlooked. The expected closing in the first half of 2025 suggests a lengthy approval process, during which market conditions and competitive dynamics could change.

Legal Expert

From a legal perspective, this merger agreement presents several important considerations. The formation of a special committee of independent directors to evaluate the offer demonstrates adherence to corporate governance best practices, potentially mitigating risks of shareholder litigation alleging conflicts of interest.

The rollover option for existing shareholders is an interesting feature that could help address potential objections about the fairness of the deal price. However, it also introduces complexity in terms of disclosure requirements and potential securities law implications.

Regulatory approvals will be a critical factor in this transaction. Given the expanded footprint of the combined entity across 11 states, multiple state gaming commissions will likely need to review and approve the deal. This process can be time-consuming and may require concessions or divestitures to address any antitrust concerns.

The commitment from major shareholders like Standard General, Sinclair and Noel Hayden to support the merger and make rollover elections is significant. This could streamline the shareholder approval process but may also raise questions about minority shareholder rights.

Investors should closely review the forthcoming proxy materials, which will provide more detailed information about the factors considered by the Special Committee in recommending the deal. These disclosures will be important for shareholders in making informed decisions about whether to accept the cash consideration or elect to roll over their shares.

Bally’s Stockholders to Receive $18.25 per Share in Cash, Representing a 71% Premium to the Company’s 30-day Volume Weighted Average Price Prior to the Initial Standard General Proposal

Bally’s Special Committee Unanimously Recommended and Board of Directors Approved the Transactions and the Per Share Cash Merger Consideration

In Lieu of Receiving the Per Share Cash Merger Consideration, Bally’s Stockholders Can Elect to Remain Invested in the Company via Rollover Election

Bally’s to be Combined with The Queen Casino & Entertainment

PROVIDENCE, R.I.--(BUSINESS WIRE)-- Bally’s Corporation (“Bally’s” or the “Company”) (NYSE: BALY) announced today that it has entered into a definitive merger agreement (the “Merger”) pursuant to which Standard General L.P. (“Standard General”), the Company’s largest common stockholder, will acquire the Company’s outstanding shares for $18.25 per Bally’s share (the “Cash Consideration”). The price represents a 71% premium over the Company’s 30-day volume weighted average price per share as of March 8, 2024, the last trading day before the public disclosure of Standard General’s initial cash acquisition proposal of $15.00 per share. In lieu of receiving the Cash Consideration, Bally’s stockholders may elect to retain all or a portion of their Bally’s stock by means of a rollover election. Bally’s stockholders electing to retain all or a portion of their Bally’s investment will continue as stockholders of the Combined Company (as defined below). The transaction values Bally’s at approximately $4.6 billion in enterprise value. The Combined Company will remain a publicly traded registrant under the Securities Act of 1934.

Pursuant to the Merger, Bally’s will combine with The Queen Casino & Entertainment Inc. (“QC&E”), a regional casino operator majority-owned by funds managed by Standard General (together, the “Combined Company”). QC&E is a regional gaming, hospitality and entertainment company that currently owns and operates four casinos across three states, including DraftKings at Casino Queen in East St. Louis, IL, the Queen Marquette in Marquette, IA, and the Queen Baton Rouge and the Belle of Baton Rouge in Baton Rouge, LA. QC&E is in the process of executing on transformational redevelopment projects at two of its four properties which are expected to be completed in 2025 and generate meaningful organic growth. The combination will expand the Company’s Casino & Resorts segment to 19 gaming, entertainment and hospitality facilities across 11 U.S. states and enhance the Company’s development pipeline with several exciting projects.

Jaymin Patel, Chairman of the Special Committee, said, “After a detailed consideration by the Special Committee, with the assistance of our outside financial and legal advisors, it was determined that the Cash Consideration from Standard General delivers a meaningful and immediate value to stockholders. We look forward to working with the team at Standard General and QC&E as we move through the process to complete the merger.”

Robeson Reeves, Bally’s Chief Executive Officer, said, “Our team is well positioned to continue to execute on our initiatives to drive growth across all our segments including in our International Interactive business, North America Interactive and our Casinos & Resorts (“C&R”) segments, while proceeding with our development pipeline, including construction of our permanent casino resort in Chicago, for which we recently announced a comprehensive financing plan. The addition of four complementary properties through this merger to our existing 15 domestic casino properties will add further geographic and market diversity to our portfolio. With QC&E’s development pipeline recently completed or already well underway, we see a path toward additional revenue and EBITDAR growth and value accretion as those projects are completed in 2025. We look forward to bringing our ultimate vision to bear and to working closely with the Standard General team to execute on that vision.”

Soo Kim, Managing Partner of Standard General, said, “The Transaction provides Bally’s stockholders with a significant cash premium along with certainty of value for their investment or, if they elect to retain their shares, the opportunity to participate in the longer-term growth prospects of our expanded portfolio and significant development pipeline. The addition of the complementary QC&E assets builds upon the Company’s attractive growth profile. We look forward to working with the Board of Directors and the Company’s senior management team as they continue to execute on their business plan.”

In connection with the transaction, in addition to Standard General, Sinclair Broadcast Group, Inc. (“Sinclair”), and Noel Hayden have committed to support the Merger and to make rollover elections. As a result, at least 47% of Bally’s outstanding fully-diluted equity interests will be rolled over into the Combined Company.

A special committee of independent and disinterested directors (the “Special Committee”) of Bally’s Board of Directors, which has been advised by its own independent financial and legal advisors in evaluating the Merger and the Cash Consideration, determined that the Merger is in the best interest of Bally’s and its stockholders (aside from Standard General, Sinclair and Noel Hayden) and unanimously recommended that the Company’s Board of Directors approve the Merger. Acting upon the recommendation of the Special Committee, Bally’s Board of Directors approved the Merger and recommends that stockholders approve the Merger. The factors considered by the Special Committee in arriving at its unanimous decision will be outlined in public proxy filings to be made by Bally’s. The Bally’s Special Committee and Board of Directors are making recommendations with respect to the Cash Consideration and are not making recommendations with respect to the rollover election.

Financing Details and Approvals

Standard General has obtained $500 million of committed financing (the “Financing”) to support the Merger (together, the “Transaction”). The cash proceeds from the Financing, in connection with the Company’s existing resources, will be used to effectuate the Merger and fund the Cash Consideration to Bally’s stockholders.

The Transaction is subject to receipt of regulatory approvals, the approval by Bally’s stockholders (other than Standard General, Sinclair and Noel Hayden), and satisfaction of other customary closing conditions, and is expected to close in first half of 2025.

Advisors

Macquarie Capital is acting as financial advisor to the Special Committee and Sullivan & Cromwell LLP and Potter Anderson & Corroon LLP are acting as legal counsel to the Special Committee. Nixon Peabody LLP is acting as legal counsel to Bally’s. Citizens JMP Securities, LLC is acting as financial advisor to QC&E and Fried, Frank, Harris, Shriver & Jacobson LLP and Richards, Layton & Finger, PA are acting as its legal counsel.

2024 Second Quarter Results Announcement

Notwithstanding the proposed Transaction, Bally’s expects to host its regular conference call in connection with the release of its second quarter 2024 financial results but does not expect to comment on the Transaction until it has filed preliminary proxy materials with the Securities Exchange Commission, which is anticipated to occur within 45 days from the signing of the definitive merger agreement. The Company currently expects to issue a press release which details results for the 2024 second quarter on or before July 31, 2024, and will file its Form 10-Q shortly thereafter.

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, online 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. Upon completing the construction of a permanent casino facility in Chicago, IL, and a land-based casino near the Nittany Mall in State College, PA, Bally's will own and/or manage 16 casinos across 11 states. Bally’s also has rights to developable land in Las Vegas post the closure of the Tropicana. Its shares trade on the New York Stock Exchange under the ticker symbol "BALY".

About The Queen Casino & Entertainment Inc.

The Queen Casino & Entertainment Inc. is a U.S. regional gaming, hospitality and entertainment company that currently owns and operates four casino properties across three states. QC&E is also the largest shareholder in Intralot S.A. (ATSE: INLOT), a global lottery management and services business, with ownership interests valued in excess of $250 million based upon prevailing market trading prices.

With over 900 employees, QC&E’s U.S. operations currently include approximately 2,400 slot machines, 50 table games and 150 hotel rooms. QC&E operates four gaming facilities across three states. It recently completed a land-side development and opened the new Queen Baton Rouge gaming and entertainment complex in August 2023. QC&E has also recently announced plans for a land-side development of a nearby property in downtown Baton Rouge, Belle of Baton Rouge. The Belle of Baton Rouge development will feature a brand-new gaming, hospitality and entertainment complex, including a boutique hotel scheduled to open in 2025, bringing much needed hospitality capacity to the state capital and home to Louisiana State University. Upon completing the development of this project, QC&E will operate approximately 1,400 slot machines, 40 table games, 9 F&B concepts and 250 hotel rooms across the two Baton Rouge properties. Separately, QC&E is also in the process of completing a land-side conversion and expansion of its Marquette riverboat gaming facility which is scheduled to open in the spring of 2025. QC&E is privately-held and majority-owned by funds managed by Standard General LP.

No Offer or Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “expect,” “intend,” “plan” and “will” or, in each case, their negative, or other variations or comparable terminology. 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 Bally’s in this press release, its reports filed with the Securities and Exchange Commission (“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 Bally’s to predict or identify all such events or how they may affect it. Bally’s 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 Bally’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other reports filed by Bally’s with the SEC. These statements constitute the Company’s cautionary statements under the Private Securities Litigation Reform Act of 1995.

Additional Information and Where to Find It

This communication is being made in respect of the proposed Transaction involving the Company, Standard General and QC&E. In connection with the Transaction, (i) the Company intends to file the relevant materials with the SEC, including a proxy statement on Schedule 14A and (ii) certain participants in the Transaction intend to jointly file with the SEC a Schedule 13E-3 Transaction Statement, which will contain important information on the Company, Standard General, QC&E and the Transaction, including the terms and conditions of the proposed Transaction. Promptly after filing its definitive proxy statement with the SEC, the Company will mail the definitive proxy statement, the Schedule 13E-3 and a proxy card to each stockholder of the Company entitled to vote at the Company Stockholders Meeting. Prior to closing, the Company will distribute election forms to its stockholders for use by stockholders to make rollover elections with respect to all or a portion of their stock in the Company. This communication is not a substitute for the proxy statement, the Schedule 13E-3, the election form or any other document that the Company may file with the SEC or send to its stockholders in connection with the proposed Transaction. The materials to be filed by the Company will be made available to the Company’s investors and stockholders at no expense to them and copies may be obtained free of charge on the Company’s website at www.ballys.com. In addition, all of those materials will be available at no charge on the SEC’s website at www.sec.gov. Investors and stockholders of the Company are urged to read the proxy statement, the Schedule 13E-3 and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed Transaction because they contain important information about the Company, Standard General, QC&E and the proposed Transaction. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval.

Stockholders of the Company are urged to read all relevant documents filed with the SEC, including the proxy statement and the Schedule 13E-3 Transaction Statement, as well as any amendments or supplements to these documents, carefully when they become available because they will contain important information about the proposed Transaction.

Participants in the Proxy Solicitation

The Company and its directors, executive officers, other members of its management and employees may be deemed to be participants in the solicitation of proxies of the Company stockholders in connection with the Transaction under SEC rules. Investors and stockholders may obtain more detailed information regarding the names, affiliations and interests of the Company’s executive officers and directors in the solicitation by reading the Company’s proxy statement on Schedule 14A filed with the SEC on April 5, 2024, in connection with its 2024 annual meeting of stockholders, and the proxy statement, the Schedule 13E-3 Transaction Statement, the election form and other relevant materials that will be filed with the SEC in connection with the proposed Transaction when they become available. Information concerning the interests of the Company’s participants in the solicitation, which may, in some cases, be different than those of the Company’s stockholders generally, will be set forth in the proxy statement relating to the proposed Transaction and the Schedule 13E-3 Transaction Statement when they become available.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240724571083/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

What is the cash offer per share for Bally's (BALY) in the merger agreement?

Standard General is offering $18.25 per share in cash for Bally's (BALY) stock, representing a 71% premium over the 30-day volume weighted average price as of March 8, 2024.

When is the Bally's (BALY) merger with Standard General expected to close?

The merger between Bally's (BALY) and Standard General is expected to close in the first half of 2025, subject to regulatory approvals and shareholder vote.

How many casino properties will Bally's (BALY) have after the merger?

After the merger, Bally's (BALY) Casino & Resorts segment will expand to 19 gaming, entertainment, and hospitality facilities across 11 U.S. states.

What options do Bally's (BALY) shareholders have in this merger?

Bally's (BALY) shareholders can either receive $18.25 per share in cash or elect to retain all or a portion of their Bally's stock through a rollover option, continuing as shareholders of the combined company.