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
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
Ballys (NYSE:BALY)
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