Bally’s Corporation announced 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.”

Advertisement

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.

The Responsible Online Gaming Association (ROGA), an independent trade association advancing the industry’s commitment to promote responsible online gaming, announced that Bally’s Corporation (Bally’s) is joining the Association in support of ROGA’s mission to enhance responsible gaming (RG) initiatives and best practices and empower consumers to make informed decisions about their online play.

Bally’s will work in collaboration with ROGA’s existing members – bet365, BetMGM, DraftKings, Fanatics Betting and Gaming, FanDuel, Hard Rock Digital, and PENN Entertainment – to promote responsible online gaming, fund independent peer-reviewed research, develop evidence-based responsible gaming best practices, and drive consumer education and awareness.

“We are thrilled to welcome Bally’s to ROGA—further demonstrating the collaborative effort of the iGaming and online sports betting industry to keep all forms of online gaming entertaining and fun for every American. Bringing on additional operators fulfills ROGA’s commitment to industry-wide collaboration, and I am encouraged and excited for the future of responsible gaming as we work together to enhance consumer protections and collectively amplify RG education efforts,” Dr. Jennifer Shatley, executive director of ROGA, said.

“We are proud to join the Responsible Online Gaming Association alongside some of the industry’s leading companies. At Bally’s, we are committed to promoting responsible gaming and empowering our customers to make informed decisions about their online play. By collaborating with ROGA and its members, we can enhance responsible gaming initiatives, fund research, develop best practices, and educate consumers. Together, we will strive to create a safer and more enjoyable online gaming environment for all,” Robeson Reeves, Chief Executive Officer of Bally’s Corporation, said.

Advertisement

ROGA’s members have dedicated more than $20 million in support of ROGA’s mission, centered around five core pillars: research, consumer and industry education and awareness, promoting best practices, an independent data clearinghouse, and an independent certification program.

Ushering in unprecedented industry collaboration in support of promoting RG, the Association is currently working towards developing several impactful initiatives to support ROGA’s core mission.

Carnival Cruise Line is welcoming more casino players to join the fun on board its fleet of 27 ships by partnering with Bally’s Corporation, one of the world’s leading gaming and entertainment companies, to extend cruise benefits to Bally’s Rewards guests.

In addition to special events, Bally Rewards’ Legend, SuperStar, and Star tier guests are now eligible for complimentary and discounted Carnival cruises. The new partnership between Carnival and Bally’s also extends the reach of both brands. Known as America’s Cruise Line, Carnival sails from 14 U.S. homeports – more than any other cruise line – and Bally’s operates 15 popular properties nationwide.

“We’re committed to our Carnival Players Club guests and in Bally’s, we have a partner that values its own loyal guests with the same fervor. We have plenty of fun to go around across our fleet, so we’re excited to bring Bally’s on board with us and look forward to growing this unique partnership,” Marty Goldman, Carnival Corporation’s senior vice president of global casino operations, said.

“This collaboration brings together two industry leaders, combining the excitement of Bally’s gaming experience with the unparalleled entertainment and hospitality of Carnival Cruise Line. Together, we will create unforgettable experiences for our guests, both on land and at sea. This partnership represents a new chapter in our commitment to providing exceptional entertainment and gaming options to our valued patrons,” Mike Donovan, chief marketing officer and senior vice president of gaming for Bally’s Corporation, said.

Advertisement