PROVIDENCE, R.I.–(BUSINESS WIRE)–Bally’s Corporation (NYSE: BALY; BALY.T) today announced the opening of a new election period for holders of shares of Bally’s common stock, par value $0.01 per share, to submit an election to have such shares remain outstanding following the completion of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of July 25, 2024, by and among SG Parent LLC, Bally’s, The Queen Casino & Entertainment Inc. and the other parties thereto.
As previously announced, at Bally’s Special Meeting of Stockholders on November 19, 2024, the Company’s announced mergers and related transactions contemplated by the Merger Agreement was approved by Bally’s stockholders, pursuant to which stockholders will receive $18.25 in cash merger consideration for each share of Bally’s common stock they hold, unless they affirmatively elect to forego the cash merger consideration and instead make a Rolling Share Election.
This new election opportunity will be available from December 11, 2024 until 5:00 p.m. Eastern time on Friday, January 17, 2025 (such date, as it may be extended from time to time, the “Election Deadline”). Each record holder of shares as of October 21, 2024, or who became or becomes a record holder of shares prior to the Election Deadline and has received an election form for making a Rolling Share Election (an “Election Form”), may submit an Election Form specifying the number of shares of Bally’s common stock that such record holder elects to have remain issued and outstanding following completion of the mergers and related transactions. A copy of the Election Form can also be found in the Investor Relations section of Bally’s corporate website (https://www.ballys.com/investor-relations/events-presentations/).
For stockholders who hold their shares of Bally’s common stock through a bank, broker or other nominee, the bank, broker or nominee through which you hold your shares of Bally’s common stock may impose an earlier deadline and, therefore, if you wish to make a Rollover Election with respect to some or all of your shares of Bally’s common stock, you should consider completing the Rollover Election sufficiently in advance of the Election Deadline to permit your bank, broker or other nominee to execute your instructions. Bally’s recommends that you follow up with your bank, broker of other nominee to confirm that it has properly received your election instructions and timely executed your election instructions. For assistance or any questions, please call or contact D.F. King & Co., Inc., the information agent for the election offer, at 1-800-347-4826, or if outside the United States, at 1-(212) 771-1133, or at BALY@dfking.com.
As promptly as possible after submission of each Election Form, validly elected rollover shares (“Rolling Company Shares”) will be re-assigned a new CUSIP number associated with the Rolling Company Shares and will be freely tradeable (subject to certain restrictions) and eligible for trading on the New York Stock Exchange under the ticker symbol BALY.T (or for certain stock price reporting services BALY-T or BALY/T) until the completion of the merger transactions (or the earlier valid termination of the Merger Agreement).
Any Bally’s stockholder who fails to properly make a Rolling Share Election on or before the Election Deadline with respect to all or any portion of such record holder’s shares of Bally’s common stock will be deemed to have not made a Rolling Share Election with respect to such shares provided that Bally’s reserves the right in its discretion to accept elections received after the Election Deadline under circumstances it deems acceptable.
All Rolling Share Elections submitted prior to the Election Deadline will be irrevocable and may not be withdrawn by the stockholder or beneficial owner submitting an Election Form once the Election Form has been accepted by Bally’s exchange agent.
As of 5 p.m. ET on November 19, 2024 (the “Original Election Deadline”), holders of approximately 17,492,173 shares of Bally’s 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 other parties to the Support Agreements) had submitted a Rolling Share Election and such shares have been assigned a new CUSIP number and are eligible for trading on the New York Stock Exchange.
As required by the terms of the Merger Agreement, the Special Committee approved the Company’s decision to open a new election period. However, neither the Special Committee nor the Board of Directors (i) has made or is making any recommendation with regard to whether any holder of Bally’s common stock should take the Rolling Share Election or retain and hold the Rolling Company Shares, (ii) has considered or is considering the terms and conditions of the Rolling Share Election or the Rolling Company Shares, or (iii) has made or is making any recommendation with regard to or the merits of retaining an investment in Bally’s.
Closing of the transactions contemplated by the merger agreement is anticipated to occur in the first quarter of 2025 and remains subject to the receipt of regulatory approvals and the satisfaction of other customary closing conditions.
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. Its shares trade on the New York Stock Exchange under the ticker symbols “BALY” and “BALY.T”.
Upon completion of the announced merger with The Queen Casino & Entertainment Inc. (“Queen”), the above portfolio is 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 to Queen’s significant economic stake in a global lottery management and services business through its investment in Intralot S.A. (ATSE: INLOT).
