Bally's Corporation
Gaming and Leisure Properties to Acquire Real Property Assets of Bally’s Two Rhode Island Assets for $1.0 Billion
Gaming and Leisure Properties Inc. announced that it has entered into a binding term sheet with Bally’s Corporation to acquire the real property assets of Bally’s two Rhode Island casino properties – Bally’s Twin River Lincoln Casino Resort (Lincoln) and Bally’s Tiverton Casino & Hotel – subject to customary regulatory approvals with Bally’s Twin River Lincoln Casino Resort also subject to lender consent. Pursuant to the terms of the transaction, Bally’s will immediately lease back both properties and continue to own, control, and manage all the gaming operations of the facilities on an uninterrupted basis. Total consideration for the acquisition is $1.0 billion and GLPI expects the transaction to be accretive to earnings upon closing in late 2022. GLPI intends to fund the transaction through a mix of debt, equity, and OP units.
Both properties are expected to be added to the existing Bally’s Master Lease (the Master Lease) between GLPI and Bally’s, with incremental rent of $76.3 million. The Master Lease has an initial term of 15 years (with 14 years remaining) followed by four five-year renewals at the tenant’s option. Normalized rent coverage on the Master Lease – which includes Bally’s Dover Casino Resort, Bally’s Evansville Casino & Hotel, Bally’s Quad Cities Casino & Hotel and Bally’s Black Hawk Casinos – is expected to be 2.0x in the first calendar year following the completion of the acquisition of the real property assets of Bally’s Rhode Island properties.
Peter Carlino, Chairman and CEO of GLPI, said, “GLPI is delighted to extend our relationship with Bally’s that brings to the table a high-growth track record through their ownership of properties in attractive regional gaming markets. Bally’s Rhode Island assets have delivered exceptionally strong performance over their lifetime thanks to their attractive location near Providence while planned capital investments at Lincoln offer healthy upside potential. Bally’s properties are currently the only two gaming facilities in Rhode Island and the transaction again diversifies our portfolio as the state becomes our 18th U.S. jurisdiction. Importantly, this transaction comes with a conservative rent and Master Lease structure that offers GLPI material downside protection while offering our Company with an opportunity for additional long-term growth. We thank Bally’s for their trust in GLPI and look forward to fostering this growing relationship going forward.”
In connection with GLPI’s commitment to consummate the Bally’s acquisitions, it also agreed to pre-fund, at Bally’s election, a deposit of up to $200.0 million, which will be credited or repaid to GLPI at the earlier of closing and December 31, 2023, in either case along with a $9.0 million transaction fee payable at closing.
If all third-party consents and approvals for the acquisition of Lincoln are not timely received, then GLPI will instead acquire the real property assets of the Hard Rock Hotel & Casino Biloxi (Biloxi) in Mississippi along with Bally’s Tiverton Casino & Hotel, for total rent of $48.5 million, at the same combined 7.6% capitalization rate with total payment of $635 million. In that event, GLPI will also have the option, subject to receipt of required consents, to acquire the real property assets of Lincoln prior to December 31, 2024 for a purchase price of $771 million and additional rent of $58.8 million.
Bally's Corporation
Bally’s Corporation and Palms Casino Resort Announce New Strategic Partnership
Bally’s Corporation and Palms Casino Resort in Las Vegas announced a strategic partnership offering Bally Rewards members the ability to earn travel rewards at Palms in Las Vegas.
This collaboration aims to enhance the gaming experience for qualified Bally Rewards members to cash in on trips to Palms in Las Vegas. By leveraging their combined expertise and resources, Bally’s Corporation and Palms are committed to delivering an incredible new way to gain rewards and offer unforgettable experiences for Bally Rewards members.
“We are thrilled to join forces with Palms in Las Vegas for this exciting venture. Our goal is to provide our Bally Rewards members with unparalleled rewards and experiences, and this partnership is a significant step towards achieving that,” said Mike Donovan, Chief Marketing Officer and SVP of Gaming.
Bally’s Corporation and Palms Casino Resort in Las Vegas are initially focusing on travel getaways for Bally Rewards members, but they plan to potentially broaden their partnership in the future. By combining the strengths of these two leading companies, they aim to eventually enhance the gaming experience for their guests through tier matching, tournament invitations, and annual trips.
“We’re pleased to welcome Bally Rewards members to Palms Casino Resort and provide an exciting Las Vegas experience. Partnering with Bally’s Corporation allows us to explore new opportunities and introduce Palms hospitality to Bally’s members,” said Greg Shulman, VP of Casino Marketing at Palms Casino Resort.
Affiliate Industry
BALLY’S ENTERS INTO MERGER AGREEMENT WITH AFFILIATES OF STANDARD GENERAL L.P.
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.”
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.
Bally's Corporation
Bally’s Corporation Joins Responsible Online Gaming Association to Advance RG Best Practices
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.
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.
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