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 ElectionBally’s to be Combined with The Queen Casino & Entertainment
PROVIDENCE, R.I.– 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.
