M&A - Bally's Corp

Form Type: S-8

Filing Date: 2025-04-10

Corporate Action: Merger

Type: New

Accession Number: 000174707925000078

Filing Summary: On April 10, 2025, Bally’s Corporation filed a Registration Statement on Form S-8 concerning the registration of 1,754,410 shares of Company Common Stock in connection with the cancellation and conversion of the Queen Restricted Stock Awards following the merger agreement with SG Parent LLC and its affiliates. The merger agreement, initially entered into on July 25, 2024, resulted in Queen Casino becoming a wholly owned subsidiary of Bally’s Corporation. The document outlines the procedures for delivering prospectus information to holders of the Queen Restricted Stock Awards as mandated by Rule 428(b)(1) of the Securities Act, and incorporates various documents by reference, including the Company’s Annual Report for the fiscal year ended December 31, 2024. This filing indicates compliance with the registration requirements of the Securities Act of 1933 and provides further clarity on the terms of the equity incentive plan associated with the merger.

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Form Type: 10-K

Filing Date: 2025-03-17

Corporate Action: Merger

Type: New

Accession Number: 000174707925000039

Filing Summary: Bally's Corp has filed its 10-K for the fiscal year ending December 31, 2024. The document outlines the company’s strategic focus on expanding its footprint through various acquisitions and mergers. Key points include financial performance metrics, insights into operational efficiency, and updates on regulatory compliance. The report also discusses Divestitures and current revenue streams, highlighting significant mergers that are anticipated to enhance shareholder value and market presence. The overall outlook remains positive, with expectations for increased market penetration and double-digit growth in revenue streams going forward.

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Form Type: SC 13E3/A

Filing Date: 2025-02-14

Corporate Action: Merger

Type: Update

Accession Number: 000121390025013625

Filing Summary: This document is the Amendment No. 5 to the Rule 13e-3 Transaction Statement relating to the merger of Bally's Corporation with subsidiaries of Standard General L.P. The final amendment reflects the results of the merger transactions outlined in the Merger Agreement dated July 25, 2024. On February 7, 2025, a Certificate of Merger was filed, initiating the Company Merger where SG Gaming contributed shares of Queen Casino & Entertainment, Inc. in exchange for shares of Bally's. Following the completion of this merger, all Company Common Stock continued under the 'BALY' ticker. Each outstanding share of Bally's Common Stock was converted into cash consideration of $18.25 per share, with no appraisal rights claimed. After the merger, Bally's has approximately 48.4 million shares outstanding, with warrants for about 11.6 million additional shares also remaining.

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Form Type: 8-K

Filing Date: 2025-02-13

Corporate Action: Merger

Type: New

Accession Number: 000121390025013607

Filing Summary: On February 7, 2025, Bally’s Corporation completed transactions under a previously announced Agreement and Plan of Merger with SG Parent LLC and The Queen Casino & Entertainment, Inc. Approximately 22.8 million shares of Bally’s common stock were converted into cash consideration of $18.25 per share, excluding shares owned by Bally’s and its subsidiaries. Each outstanding share of Queen common stock was cancelled in exchange for newly issued shares of Bally’s, resulting in the issuance of 3.5 million shares of Bally’s common stock. After the transactions, Bally’s has around 48.4 million shares outstanding, with warrants for approximately 11.6 million shares still in effect. Bally’s also issued $500 million in first lien senior secured notes, maturing on October 2, 2028, with an interest rate of 11.00%. The note purchase agreement includes covenants limiting the company's financial activities. Post-merger, Standard General L.P. holds a 73.8% ownership stake in Bally’s. The merger necessitated an update of the Certificate of Incorporation and Bylaws of Bally’s, which were amended and restated. A press release was issued on February 7, 2025, announcing the merger closure.

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Form Type: SCHEDULE 13D/A

Filing Date: 2025-02-11

Corporate Action: Merger

Type: Update

Accession Number: 000089534525000019

Filing Summary: On February 7, 2025, the Reporting Persons, including Standard General L.P., became the beneficial owners of an additional 26,909,895 shares of Bally's Corp's Common Stock, due to the closing of the transactions as outlined in an Agreement and Plan of Merger dated July 25, 2024. This merger involved SG Parent LLC, The Queen Casino & Entertainment, Inc., and several wholly owned subsidiaries of Bally's Corp. The total outstanding shares of the Issuer's Common Stock as of February 7, 2025, were reported to be 48,488,879.

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Form Type: CORRESP

Filing Date: 2024-09-30

Corporate Action: Merger

Type: Update

Accession Number: 000121390024083588

Filing Summary: Bally's Corporation has filed responses to comments from the SEC regarding their Schedule 13E-3 and preliminary proxy statements related to their merger transaction with Standard General. The company has made several revisions in response to SEC comments including the addition of relevant disclosures and corrections in the proxy card documentation. Notably, Mr. Hayden was considered for inclusion as a filing person but was ultimately not included due to factors indicating he does not control or significantly influence the company’s operations. The communication emphasizes that despite Mr. Hayden’s stock ownership exceeding 12%, he has not engaged in activities suggesting he is an affiliate or has control over the company. Further adjustments were made to the financial projections and proxy statements to enhance clarity and compliance with SEC requirements. The letter concludes with an offer to provide further information upon request.

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