UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Rule 13e-100)
Rule 13e-3 Transaction Statement Under Section 13(e)
of the Securities Exchange Act of 1934
BALLY’S CORPORATION
(Name of Subject Company (Issuer))
Bally’s Corporation
Epsilon Sub I, Inc.
Standard General L.P.
The Queen Casino & Entertainment, Inc.
SG CQ Gaming LLC
SG Parent LLC
Standard RI Ltd.
Soohyung Kim
(Names of Filing Persons)
Common Stock, $0.01 par value
(Title of Class of Securities)
05875C
(CUSIP Number of Class of Securities)
Bally’s Corporation
100 Westminster Street
Providence, RI 02903 (401) 475-8474
Attn: Kim M. Barker,
Jaymin Patel
(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)
with copies to:
Richard Langan, Jr. | Scott D. Miller | Mark A. Morton | Ryan Messier | |||
John C. Partigan | Lauren S. Boehmke | Alyssa K. Ronan | Philip Richter | |||
Conrad Adkins | Sullivan & Cromwell | Potter Anderson & | Fried, Frank, Harris, Shriver & | |||
Nixon Peabody LLP | LLP | Corroon LLP | Jacobson LLP | |||
55 West 46th Street | 125 Broad Street | 1313 N Market Street | One New York Plaza | |||
New York, NY 10036 | New York, NY 10004 | 6th Floor | New York, NY 10004 | |||
(212) 940-3140 | (212) 558-3109 | Wilmington, DE 19801 | (202) 639-7226 | |||
(302) 984-6078 |
This statement is filed in connection with (check the appropriate box):
a. ☒ | The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. |
b. ☐ | The filing of a registration statement under the Securities Act of 1933. |
c. ☐ | A tender offer. |
d. ☐ | None of the above. |
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☒
Check the following box if the filing is a final amendment reporting the results of the transaction: ☐
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE MERITS OR FAIRNESS OF THIS TRANSACTION, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS SCHEDULE 13E-3. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (this “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) by (a) Bally’s Corporation, a Delaware corporation (the “Company” or “Bally’s”), (b) Epsilon Sub I, Inc., a Delaware corporation and subsidiary of the Company (“Merger Sub I”), (c) Standard General L.P., a Delaware limited partnership (“Standard General”), (d) The Queen Casino & Entertainment, Inc., a Delaware corporation and affiliate of Parent (“Queen”), (e) SG CQ Gaming LLC, a Delaware limited liability company, an affiliate of Standard General and stockholder of Queen (“SG Gaming”), (f) SG Parent LLC, a Delaware limited liability company and an affiliate of Standard General (“Parent”), (g) Standard RI Ltd., an exempted company incorporated in the Cayman Islands and an affiliate of Standard General and Queen (“SRL”), and (h) Soohyung Kim, an individual. Collectively, the persons filing this Transaction Statement are referred to as the “filing persons”.
This Transaction Statement relates to the Agreement and Plan of Merger, dated July 25, 2024 (as it has been or may be amended, supplemented or modified from time to time, the “Merger Agreement”), by and among the Company, Merger Sub I, Epsilon Sub II, Inc., a Delaware corporation and affiliate of the Company (“Merger Sub II,” and together with the Company and Merger Sub I, the “Company Parties”), Parent, Queen, and solely for purposes of specified provisions of the Merger Agreement, SG Gaming (together with Parent and Queen, the “Buyer Parties”). Subject to the terms of the Merger Agreement, at the closing of the transactions:
● | SG Gaming will contribute all of the 10,967,117.016 shares of common stock, par value $0.00000198 per share, of Queen (the “Queen Common Stock”) held by SG Gaming (the “Queen Share Contribution”) to the Company, and in exchange therefor the Company will issue to SG Gaming 26,909,895 validly issued, fully paid, and nonassessable shares of the Company’s common stock, par value $0.01 per share (the “Company Common Stock”), based on an exchange ratio of 2.45368905950 (the “Queen Exchange Ratio”), |
● | following the Queen Share Contribution, Merger Sub I will merge with and into the Company (the “Company Merger”) with the Company surviving the Company Merger (the “Surviving Corporation”), in connection with which, at the effective time of the Company Merger (the “Company Effective Time”), each share of Company Common Stock issued and outstanding immediately prior to the Company Effective Time (other than shares of Company Common Stock owned by: (i) the Company or any of the Company’s wholly owned subsidiaries; (ii) holders exercising appraisal rights; (iii) SG Gaming following the Queen Share Contribution; or (iv) holders who have validly elected to have such shares remain issued and outstanding following the Company Merger (a “Rolling Share Election”), subject to certain exceptions) will be converted into the right to receive cash consideration equal to $18.25 per share of Company Common Stock, and |
● | following the Company Merger, Merger Sub II will merge with and into Queen (the “Queen Merger” and together with the “Company Merger”, the “Mergers”) with Queen surviving the Queen Merger as a direct, wholly owned subsidiary of the Company (the “Queen Surviving Corporation”), in connection with which each issued and outstanding share of Queen Common Stock (other than those held by the Company as a result of the Queen Share Contribution) will convert into shares of Company Common Stock based on the Queen Exchange Ratio. |
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In connection with the special meeting of stockholders to approve the Merger Agreement, holders of Company Common Stock (the “Company Stockholders”) will be asked to approve the adoption of an amendment (the “Certificate of Amendment”) to the Company’s Fifth Amended and Restated Certificate of Incorporation to authorize and approve a new class of capital stock, Class A Common Stock, par value $0.01 per share, of the Company (“Class A Common Stock”), which will be issued solely in connection with the Rolling Share Elections. The proposal to adopt the Certificate of Amendment to authorize and approve the Class A Common Stock is referred to as the “Amendment Proposal.” If the Amendment Proposal is approved, stockholders that make a valid Rolling Share Election will receive in exchange for their shares of such Company Common Stock to which such Rolling Share Election pertains (except to the extent such Rolling Share Election is rejected), one share of Class A Common Stock for each such share of Company Common Stock. The Company will use commercially reasonable efforts to list any issued Class A Common Stock on the New York Stock Exchange. For each Company Stockholder who has validly made and not properly revoked a Rolling Share Election (that is not rejected), its shares of Class A Common Stock that are subject to the Rolling Share Election will remain outstanding until the earliest to occur of a time immediately prior to the Company Effective Time and the time of the termination of the Merger Agreement in accordance with its terms, upon which event each share of issued Class A Common Stock held by such stockholder will, by its terms, automatically convert into one share of Company Common Stock. Any Company Stockholder who fails to properly make a Rolling Share Election on or before the Election Deadline (as defined below) with respect to all or any portion of such holder’s shares of Company Common Stock will be deemed to have not made a Rolling Share Election with respect to such shares; provided, however, that the Company reserves the right to reopen the opportunity for stockholders to make Rolling Share Elections at a later time following the Election Deadline. In order to validly make Rolling Share Elections, stockholders desiring to make a Rolling Share Election will be required to waive appraisal rights in respect of any Class A Common Stock that they hold or acquire or may hereafter acquire.
In the event that the Company Stockholders do not approve the Amendment Proposal at the special meeting, then subject to compliance with applicable law (including, to the extent applicable SEC Rules 13e-3 and 13e-4), Parent and the Company (subject to prior approval by the Special Committee) will, promptly following the special meeting cause an additional period for Rolling Share Elections (and revocations by the applicable stockholders of existing Rolling Share Elections) to be made prior to the Company Effective Time subject to such deadlines and procedures as they determine to be necessary or appropriate. If the Company Stockholders do not approve the Amendment Proposal, each Rolling Company Share will remain outstanding as Company Common Stock prior to the Company Effective Time, and the provisions in the Merger Agreement concerning the issuance of Class A Common Stock will not take effect.
Following the completion of the Mergers, the shares of Company Common Stock may be delisted from trading on the New York Stock Exchange.
The board of directors of Bally’s (the “Bally’s Board”) formed a special committee of the Bally’s Board comprised solely of independent directors (the “Special Committee”) to, among other things, evaluate and make recommendations to the Bally’s Board regarding Merger Agreement and transactions contemplated thereby.
The Special Committee, as more fully described in the Company’s proxy statement (the “Proxy Statement”) filed concurrently with the filing of this Transaction Statement under Regulation 14A of the Exchange Act with the SEC, evaluated the Merger Agreement and the transactions contemplated thereby, with the assistance of its own independent financial and legal advisors. After careful consideration, the Special Committee unanimously (1) determined that the terms of the Merger Agreement and the transactions contemplated thereby, including the Company Merger, are fair to and in the best interests of the Company and the Unaffiliated Company Stockholders (as defined below), (2) recommended that the Bally’s Board approve and declare advisable the Merger Agreement and the transaction contemplated thereby, including the Company Merger, and determine that the Merger Agreement and the transactions contemplated thereby, including the Company Merger, are fair to, and in the best interests of, Bally’s and the Unaffiliated Company Stockholders and (3) recommended that, subject to approval of the Bally’s Board, the Bally’s Board submit the Merger Agreement to the Company Stockholders for their adoption, and recommend that the Company Stockholders vote in favor of the adoption of the Merger Agreement.
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The Bally’s Board, acting upon the unanimous recommendation of the Special Committee, by a unanimous vote of the Company’s directors (excluding directors Soohyung Kim and Terrence Downey, who recused themselves due to their affiliation with Parent and/or Queen), (1) determined that the Merger Agreement and the transactions contemplated thereby, including the Company Merger, are fair to, and in the best interests of, Bally’s and the Company Stockholders, including the Unaffiliated Company Stockholders; (2) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Company Merger, (3) approved and declared advisable the execution and delivery of the Merger Agreement by the Company, the performance by the Company of its covenants and other obligations thereunder the Merger Agreement, and the consummation of, the Company Merger and the other transactions contemplated thereby upon the terms and subject to the conditions set forth in the Merger Agreement, (4) directed that the adoption of the Merger Agreement be submitted to a vote of the Company Stockholders, and (5) recommended that the Company Stockholders vote in favor of the adoption of the Merger Agreement.
The Mergers cannot be completed without the affirmative vote of both: (a) the holders of a majority of all of the outstanding shares of Company Common Stock entitled to vote thereon and (b) the holders of a majority of the outstanding shares of Company Common Stock held by the Unaffiliated Company Stockholders and entitled to vote thereon, which excludes all of the shares of Company Common Stock held, directly or indirectly, by or on behalf of: (i) Parent, SRL, SBG Gaming and Noel Hayden or their respective Affiliates and those members of the Bally’s Board who are employees of Parent, SBG Gaming or any of their respective Affiliates; (ii) any person that the Company has determined to be an “officer” of the Company within the meaning of Rule 16a-1(f) of the Exchange Act; and (iii) any Company Stockholder who, prior to the receipt of the Requisite Stockholder Approval, enters into any contract, agreement or other arrangement with any Buyer Party or any of its respective Affiliates pursuant to which such Company Stockholder agrees to vote to adopt the Merger Agreement or to make a Rolling Share Election (collectively, the “Unaffiliated Company Stockholders”).
The Company is filing the Proxy Statement with the SEC concurrently with the filing of this Transaction Statement under Regulation 14A of the Exchange Act pursuant to which the Company is soliciting proxies from the Company Stockholders in connection with the Mergers. The Proxy Statement is attached hereto as Exhibit (a)(1). A copy of the Merger Agreement is attached to the Proxy Statement as Annex A-1. Terms used but not defined in this Transaction Statement have the meanings assigned to them in the Proxy Statement.
Pursuant to General Instruction F to Schedule 13E-3, the information in the Proxy Statement, including all annexes thereto, is expressly incorporated by reference herein in its entirety, and responses to each item herein are qualified in their entirety by the information contained in the Proxy Statement. The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3.
The information concerning the Company contained in, or incorporated by reference into, this Transaction Statement and the Proxy Statement was supplied by the Company. Similarly, all information concerning each other Filing Person contained in, or incorporated by reference into, this Transaction Statement and the Proxy Statement was supplied by such Filing Person. No Filing Person, including the Company, is responsible for the accuracy of any information supplied by any other Filing Person.
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SCHEDULE 13E-3 ITEMS
Item 1. Summary Term Sheet.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers”
Item 2. Subject Company Information.
(a) Name and Address. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet – The Parties to the Merger Transactions”
“Questions and Answers”
“The Parties to the Merger Transactions – Bally’s Corporation”
“Important Information Regarding Bally’s”
“Important Information Regarding 13E-3 Filing Parties – Name and Address; Business and Background of Schedule 13e-3 Filing Parties”
“Where You Can Find Additional Information”
(b) Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet – The Special Meeting – Record Date; Shares Entitled to Vote; Quorum”
“Questions and Answers”
“The Special Meeting – Record Date; Shares Entitled to Vote; Quorum”
“Important Information Regarding Bally’s – Security Ownership of Certain Beneficial Owners and Management”
(c) Trading Market and Price. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Important Information Regarding Bally’s – Market Price of Bally’s Common Stock”
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(d) Dividends. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Important Information Regarding Bally’s – Dividends”
(e) Prior Public Offerings. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Important Information Regarding Bally’s – Prior Public Offerings”
(f) Prior Stock Purchases. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Important Information Regarding 13E-3 Filing Parties – Prior Bally’s Stock Purchases”
Item 3. Identity and Background of Filing Person.
(a) – (c) Name and Address; Business and Background of Entities; Business and Background of Natural Persons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet – The Parties to the Merger Transactions”
“Questions and Answers”
“The Parties to the Merger Transactions”
“Important Information Regarding Bally’s”
“Important Information Regarding 13E-3 Filing Parties”
“Where You Can Find Additional Information”
Item 4. Terms of the Transaction.
(a)-(1) Material Terms. Tender Offers. Not applicable.
(a)-(2) Material Terms. Mergers or Similar Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers”
“Special Factors – Background of the Merger Transactions”
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“Special Factors – Reasons for the Company Merger; Recommendation of the Special Committee and the Disinterested Directors”
“Special Factors – Position of the Buyer Filing Parties as to the Fairness of the Company Merger; Purpose and Reasons of the Buyer Filing Parties for the Company Merger”
“Special Factors – Plans for the Company After the Company Merger”
“Special Factors – Certain Effects of the Merger Transactions”
“Special Factors – Certain Effects on Bally’s if the Merger Transactions Are Not Completed”
“Special Factors – Interests of Bally’s Directors and Executive Officers in the Merger Transactions”
“Special Factors – Intent of Bally’s Directors and Executive Officers to Vote in Favor of the Company Merger”
“Special Factors – Intent of Certain Stockholders to Vote in Favor of the Merger Transactions”
“Special Factors – Accounting Treatment”
“Special Factors – Material U.S. Tax Consequences of the Merger Transactions”
“Special Factors – Regulatory Approvals Required for the Merger Transactions”
“Description and Comparison of Rights of Bally’s Stock Before and After the Merger Transactions”
“The Special Meeting – Votes Required”
“The Merger Agreement – Effect of the Merger Transactions”
“The Merger Agreement – Merger Consideration”
“The Merger Agreement – Conditions to Closing the Merger Transactions”
“Annex A-1 – Agreement and Plan of Merger”
“Annex D – Support Agreements”
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(c) Different Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers”
“Special Factors – Position of the Buyer Filing Parties as to the Fairness of the Company Merger; Purpose and Reasons of the Buyer Filing Parties for the Company Merger”
“Special Factors – Certain Effects of the Merger Transactions”
“Special Factors – Certain Effects on Bally’s if the Merger Transactions Are Not Completed”
“Special Factors – Interests of Bally’s Directors and Executive Officers in the Merger Transactions”
“Special Factors – Intent of Bally’s Directors and Executive Officers to Vote in Favor of the Company Merger”
“Special Factors – Intent of Certain Stockholders to Vote in Favor of the Merger Transactions”
“Special Factors – Limited Guarantee”
“Special Factors – Financing of the Merger Transactions”
“The Merger Agreement – Merger Consideration”
“The Merger Agreement – Treatment of Equity Awards”
“The Merger Agreement – Exchange and Payment Procedures”
“The Merger Agreement – Employee Matters”
“The Merger Agreement – Indemnification and Insurance”
“Proposal 3: Advisory Compensation Proposal”
“The Support Agreements”
“Annex A-1 – Agreement and Plan of Merger”
“Annex D – Support Agreements”
(d) Appraisal Rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet – Appraisal Rights”
“The Special Meeting – Appraisal Rights”
“Appraisal Rights”
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(e) Provisions For Unaffiliated Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Provisions for Unaffiliated Stockholders”
(f) Eligibility For Listing or Trading. Not applicable, but please refer to Information set forth on Proxy Statement under the following captions, which is incorporation herein by reference:
“The Merger Transactions – Plans for the Company After the Company Merger”
“Special Factors – Post-Closing Trading of the Company Stock”
Item 5. Past Contacts, Transactions, Negotiations, and Agreements.
(a)(1) – (2) Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Special Factors – Background of the Merger Transactions”
“Special Factors – Interests of Bally’s Directors and Executive Officers in the Merger Transactions”
“Special Factors – Intent of Bally’s Directors and Executive Officers to Vote in Favor of the Company Merger”
“Special Factors – Limited Guarantee”
“Special Factors – Financing of the Merger Transactions”
“Important Information Regarding Bally’s – Prior Public Offerings”
“Important Information Regarding Bally’s – Transactions in Company Common Stock”
“Important Information Regarding Bally’s – Past Contracts, Transactions, Negotiations, and Agreements”
“Important Information Regarding 13E-3 Filing Parties”
“Proposal 3: Advisory Compensation Proposal”
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(b) – (c) Significant Corporate Events; Negotiations or Contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Special Factors – Background of the Merger Transactions”
“Special Factors – Reasons for the Company Merger; Recommendation of the Special Committee and the Disinterested Directors”
“Special Factors – Position of the Buyer Filing Parties as to the Fairness of the Company Merger; Purpose and Reasons of the Buyer Filing Parties for the Company Merger”
“Special Factors – Plans for the Company After the Company Merger”
“Special Factors – Intent of Bally’s Directors and Executive Officers to Vote in Favor of the Company Merger”
“Special Factors – Intent of Certain Stockholders to Vote in Favor of the Merger Transactions”
“The Merger Agreement”
“The Support Agreements”
“Annex A-1 – Agreement and Plan of Merger”
“Annex D – Support Agreements”
(e) Agreements Involving the Subject Company’s Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers”
“Special Factors – Background of the Merger Transactions”
“Special Factors – Certain Effects of the Merger Transactions”
“Special Factors – Certain Effects on Bally’s if the Merger Transactions Are Not Completed”
“Special Factors – Interests of Bally’s Directors and Executive Officers in the Merger Transactions”
“Special Factors – Intent of Bally’s Directors and Executive Officers to Vote in Favor of the Company Merger”
“Special Factors – Intent of Certain Stockholders to Vote in Favor of the Merger Transactions”
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“Special Factors – Limited Guarantee”
“Special Factors – Financing of the Merger Transactions”
“The Special Meeting – Votes Required”
“The Merger Agreement”
“The Support Agreements”
“Proposal 3: Advisory Compensation Proposal”
“Annex A-1 – Agreement and Plan of Merger”
“Annex D – Support Agreements”
“Annex H – Registration Rights Agreement”
Item 6. Purposes of the Transaction and Plans or Proposals.
(b) Use of Securities Acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Special Factors – Position of the Buyer Filing Parties as to the Fairness of the Company Merger; Purpose and Reasons of the Buyer Filing Parties for the Company Merger”
“Special Factors – Certain Effects of the Merger Transactions”
“Special Factors – Interests of Bally’s Directors and Executive Officers in the Merger Transactions”
“Special Factors – Financing of the Merger Transactions”
“Special Factors – Post-Closing Trading of the Company Common Stock”
“The Merger Agreement – Effect of the Merger Transactions”
“The Merger Agreement – Merger Consideration”
“Annex A-1 – Agreement and Plan of Merger”
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(c)(1) – (8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers”
“Special Factors – Background of the Merger Transactions”
“Special Factors – Reasons for the Company Merger; Recommendation of the Special Committee and the Disinterested Directors”
“Special Factors – Position of the Buyer Filing Parties as to the Fairness of the Company Merger; Purpose and Reasons of the Buyer Filing Parties for the Company Merger”
“Special Factors – Plans for the Company After the Company Merger”
“Special Factors – Certain Effects of the Merger Transactions”
“Special Factors – Certain Effects on Bally’s if the Merger Transactions Are Not Completed”
“Special Factors – Interests of Bally’s Directors and Executive Officers in the Merger Transactions”
“Special Factors – Intent of Bally’s Directors and Executive Officers to Vote in Favor of the Company Merger”
“Special Factors – Intent of Certain Stockholders to Vote in Favor of the Merger Transactions”
“Special Factors – Limited Guarantee”
“Special Factors – Financing of the Merger Transactions”
“The Merger Agreement – Effect of the Merger Transactions”
“The Merger Agreement – Directors and Officers; Certificate of Incorporation; Bylaws”
“The Merger Agreement – Merger Consideration”
“The Merger Agreement – Exchange and Payment Procedures”
“Important Information Regarding Bally’s”
“Annex A-1 – Agreement and Plan of Merger”
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Item 7. Purposes, Alternatives, Reasons, and Effects.
(a) Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers”
“Special Factors – Background of the Merger Transactions”
“Special Factors – Reasons for the Company Merger; Recommendation of the Special Committee and the Disinterested Directors”
“Special Factors – Position of the Buyer Filing Parties as to the Fairness of the Company Merger; Purpose and Reasons of the Buyer Filing Parties for the Company Merger”
“Special Factors – Plans for the Company After the Company Merger”
“Special Factors – Certain Effects of the Merger Transactions”
“Special Factors – Certain Effects on Bally’s if the Merger Transactions Are Not Completed”
(b) Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers”
“Special Factors – Background of the Merger Transactions”
“Special Factors – Reasons for the Company Merger; Recommendation of the Special Committee and the Disinterested Directors”
“Special Factors – Position of the Buyer Filing Parties as to the Fairness of the Company Merger; Purpose and Reasons of the Buyer Filing Parties for the Company Merger”
“Special Factors – Plans for the Company After the Company Merger”
“Special Factors – Certain Effects of the Merger Transactions”
“Special Factors – Certain Effects on Bally’s if the Merger Transactions Are Not Completed”
(c) Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Special Factors – Background of the Merger Transactions”
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“Special Factors – Reasons for the Company Merger; Recommendation of the Special Committee and the Disinterested Directors”
“Special Factors – Opinion of the Special Committee’s Financial Advisor”
“Special Factors – Position of the Buyer Filing Parties as to the Fairness of the Company Merger; Purpose and Reasons of the Buyer Filing Parties for the Company Merger”
“Special Factors – Plans for the Company After the Company Merger”
“Special Factors – Certain Effects of the Merger Transactions”
“Special Factors – Certain Effects on Bally’s if the Merger Transactions Are Not Completed”
“Special Factors – Unaudited Prospective Financial Information”
“Special Factors – Interests of Bally’s Directors and Executive Officers in the Merger Transactions”
“Special Factors – Intent of Bally’s Directors and Executive Officers to Vote in Favor of the Company Merger”
“Special Factors – Intent of Certain Stockholders to Vote in Favor of the Merger Transactions”
“Annex C – Opinion of Macquarie Capital (USA) Inc.”
(d) Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers”
“Special Factors – Background of the Merger Transactions”
“Special Factors – Reasons for the Company Merger; Recommendation of the Special Committee and the Disinterested Directors”
“Special Factors – Position of the Buyer Filing Parties as to the Fairness of the Company Merger; Purpose and Reasons of the Buyer Filing Parties for the Company Merger”
“Special Factors – Plans for the Company After the Company Merger”
“Special Factors – Certain Effects of the Merger Transactions”
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“Special Factors – Certain Effects on Bally’s if the Merger Transactions Are Not Completed”
“Special Factors – Interests of Bally’s Directors and Executive Officers in the Merger Transactions”
“Special Factors – Intent of Bally’s Directors and Executive Officers to Vote in Favor of the Company Merger”
“Special Factors – Intent of Certain Stockholders to Vote in Favor of the Merger Transactions”
“Special Factors – Material U.S. Tax Consequences of the Merger Transactions”
“Special Factors – Limited Guarantee”
“Special Factors – Financing of the Merger Transactions”
“Special Factors – Post-Closing Trading of the Company Common Stock”
“Special Factors – Fees and Expenses”
“The Merger Agreement – Effect of the Merger Transactions”
“The Merger Agreement – Directors and Officers; Certificate of Incorporation; Bylaws”
“The Merger Agreement – Merger Consideration”
“The Merger Agreement – Employee Matters”
“The Merger Agreement – Indemnification and Insurance”
“Proposal 3: Advisory Compensation Proposal”
“Annex A-1 – Agreement and Plan of Merger”
Item 8. Fairness of the Transaction.
(a) – (b) Fairness; Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers”
“Special Factors – Background of the Merger Transactions”
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“Special Factors – Reasons for the Company Merger; Recommendation of the Special Committee and the Disinterested Directors”
“Special Factors – Opinion of the Special Committee’s Financial Advisor”
“Special Factors – Position of the Buyer Filing Parties as to the Fairness of the Company Merger; Purpose and Reasons of the Buyer Filing Parties for the Company Merger”
“Special Factors – Plans for the Company After the Company Merger”
“Special Factors – Certain Effects of the Merger Transactions”
“Special Factors – Certain Effects on Bally’s if the Merger Transactions Are Not Completed”
“Special Factors – Interests of Bally’s Directors and Executive Officers in the Merger Transactions”
“Special Factors – Intent of Bally’s Directors and Executive Officers to Vote in Favor of the Company Merger”
“Special Factors – Intent of Certain Stockholders to Vote in Favor of the Merger Transactions”
“Annex C – Opinion of Macquarie Capital (USA) Inc.”
(c) Approval of Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers”
“Special Factors – Reasons for the Company Merger; Recommendation of the Special Committee and the Disinterested Directors”
“Special Factors – Position of the Buyer Filing Parties as to the Fairness of the Company Merger; Purpose and Reasons of the Buyer Filing Parties for the Company Merger”
“Special Factors – Plans for the Company After the Company Merger”
“The Special Meeting – Record Date; Shares Entitled to Vote; Quorum”
“The Special Meeting – Votes Required”
“The Special Meeting – Voting of Proxies”
“The Special Meeting – Revocability of Proxies”
“The Merger Agreement – Conditions to Closing the Merger Transactions”
“Proposal 1: The Merger Proposal”
“Proposal 2: The Amendment Proposal”
“Annex A-1 – Agreement and Plan of Merger”
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(d) Unaffiliated Representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Special Factors – Background of the Merger Transactions”
“Special Factors – Reasons for the Company Merger; Recommendation of the Special Committee and the Disinterested Directors”
“Special Factors – Position of the Buyer Filing Parties as to the Fairness of the Company Merger; Purpose and Reasons of the Buyer Filing Parties for the Company Merger”
(e) Approval of Directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers”
“Special Factors – Background of the Merger Transactions”
“Special Factors – Reasons for the Company Merger; Recommendation of the Special Committee and the Disinterested Directors”
“Special Factors – Position of the Buyer Filing Parties as to the Fairness of the Company Merger; Purpose and Reasons of the Buyer Filing Parties for the Company Merger”
“Special Factors – Interests of Bally’s Directors and Executive Officers in the Merger Transactions”
“Special Factors – Intent of Bally’s Directors and Executive Officers to Vote in Favor of the Company Merger”
“Special Factors – Intent of Certain Stockholders to Vote in Favor of the Merger Transactions”
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(f) Other Offers. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Special Factors – Background of the Merger Transactions”
“Special Factors – Reasons for the Company Merger; Recommendation of the Special Committee and the Disinterested Directors”
“Special Factors – Position of the Buyer Filing Parties as to the Fairness of the Company Merger; Purpose and Reasons of the Buyer Filing Parties for the Company Merger”
Item 9. Reports, Opinions, Appraisals, and Negotiations.
(a) – (b) Report, Opinion, or Appraisal; Preparer and Summary of the Report, Opinion, or Appraisal. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers”
“Special Factors – Background of the Merger Transactions”
“Special Factors – Reasons for the Company Merger; Recommendation of the Special Committee and the Disinterested Directors”
“Special Factors – Opinion of the Special Committee’s Financial Advisor”
“Special Factors – Position of the Buyer Filing Parties as to the Fairness of the Company Merger; Purpose and Reasons of the Buyer Filing Parties for the Company Merger”
“Where You Can Find Additional Information”
“Annex C – Opinion of Macquarie Capital (USA) Inc.”
(c) Availability of Documents. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Where You Can Find Additional Information”
The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested equity holder of Company Common Stock or by a representative who has been so
designated in writing.
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Item 10. Source and Amounts of Funds or Other Consideration.
(a) – (b), (d) Source of Funds; Conditions; Borrowed Funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Special Factors – Limited Guarantee”
“Special Factors – Financing of the Merger Transactions”
“The Merger Agreement – Conduct of Business Pending the Merger Transactions”
“The Merger Agreement – Conditions to Closing the Merger Transactions”
“The Merger Agreement – Other Covenants”
“Important Information Regarding Bally’s – Description of Company Debt”
“Annex A-1 – Agreement and Plan of Merger”
(c) Expenses. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers”
“Special Factors – Certain Effects of the Merger Transactions”
“Special Factors – Certain Effects on Bally’s if the Merger Transactions Are Not Completed”
“Special Factors – Fees and Expenses”
“The Special Meeting – Solicitation of Proxies”
“The Merger Agreement– Indemnification and Insurance”
“The Merger Agreement – Other Covenants”
“The Merger Agreement – Termination Fees”
“The Merger Agreement – Fees and Expenses”
“Annex A-1 – Agreement and Plan of Merger”
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Item 11. Interest in Securities of the Subject Company.
(a) Securities Ownership. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Special Factors – Interests of Bally’s Directors and Executive Officers in the Merger Transactions”
“Special Factors – Intent of Bally’s Directors and Executive Officers to Vote in Favor of the Company Merger”
“Special Factors – Intent of Certain Stockholders to Vote in Favor of the Merger Transactions”
“Important Information Regarding Bally’s – Security Ownership of Certain Beneficial Owners and Management”
“Important Information Regarding Bally’s – Transactions in Company Common Stock”
“Annex A-1 – Agreement and Plan of Merger”
(b) Securities Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Important Information Regarding Bally’s – Transactions in Company Common Stock”
“Important Information Regarding Bally’s – Transactions by Our Directors and Executive Officers During the Last 60 Days”
Item 12. The Solicitation or Recommendation.
(d) Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers”
“Special Factors – Background of the Merger Transactions”
“Special Factors – Intent of Bally’s Directors and Executive Officers to Vote in Favor of the Company Merger”
“Special Factors – Intent of Certain Stockholders to Vote in Favor of the Merger Transactions”
“The Special Meeting – Votes Required”
“The Support Agreements”
“Annex D – Support Agreements”
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(e) Recommendation of Others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers”
“Special Factors – Background of the Merger Transactions”
“Special Factors – Reasons for the Company Merger; Recommendation of the Special Committee and the Disinterested Directors”
“Special Factors – Position of the Buyer Filing Parties as to the Fairness of the Company Merger; Purpose and Reasons of the Buyer Filing Parties for the Company Merger”
“Proposal 1: The Merger Proposal”
“Proposal 2: The Amendment Proposal”
Item 13. Financial Statements.
(a) Financial Information.
Management’s discussion and analysis of financial condition and results of operations set forth in Item 7 and the audited consolidated financial statements set forth in Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and the unaudited financial statements set forth in Item 1 and management’s discussion and analysis of financial condition and results of operations set forth in Item 2 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 are incorporated by reference.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Special Factors – Certain Effects of the Merger Transactions”
“Special Factors – Unaudited Prospective Financial Information”
“Important Information Regarding Bally’s – Selected Historical Financial Data”
“Important Information Regarding Bally’s – Book Value Per Share”
“Where You Can Find Additional Information”
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(b) Pro Forma Information. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Unaudited Pro Forma Condensed Combined Financial Statements”
“Important Information Regarding Bally’s – Pro Forma Financial Information”
“Important Information Regarding the Combined Party After the Merger Transactions – Pro Forma Security Ownership of Certain Beneficial Owners and Management”
Item 14. Persons/Assets, Retained, Employed, Compensated, or Used.
(a) – (b) Solicitations or Recommendations; Employees and Corporate Assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers”
“Special Factors – Background of the Merger Transactions”
“Special Factors – Reasons for the Company Merger; Recommendation of the Special Committee and the Disinterested Directors”
“Special Factors – Position of the Buyer Filing Parties as to the Fairness of the Company Merger; Purpose and Reasons of the Buyer Filing Parties for the Company Merger”
“Special Factors – Interests of Bally’s Directors and Executive Officers in the Merger Transactions”
“Special Factors – Fees and Expenses”
“The Special Meeting – Solicitation of Proxies”
Item 15. Additional Information.
(b) Golden Parachute Compensation. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Special Factors – Interests of Bally’s Directors and Executive Officers in the Merger Transactions”
“The Merger Agreement – Merger Consideration”
“Proposal 3: Advisory Compensation Proposal”
“Annex A-1 – Agreement and Plan of Merger”
(c) Other Material Information. The information set forth in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.
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Item 16. Exhibits.
The following exhibits are filed herewith:
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SIGNATURES
After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: August 28, 2024 | ||
BALLY’S CORPORATION | ||
By: | /s/ Marcus Glover | |
Name: | Marcus Glover | |
Title: | Chief Financial Officer |
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After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: August 28, 2024 | ||
EPSILON SUB I, INC. | ||
By: | /s/ Marcus Glover | |
Name: | Marcus Glover | |
Title: | Director |
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After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: August 28, 2024
Standard General L.P. | ||
By: | /s/ Joseph Mause | |
Name: | Joseph Mause | |
Title: | Chief Financial Officer |
THE QUEEN CASINO & ENTERTAINMENT, INC. | ||
By: | /s/ Vladimira Mircheva | |
Name: | Vladimira Mircheva | |
Title: | Chief Financial Officer |
SG CQ GAMING LLC | ||
By: | /s/ Soohyung Kim | |
Name: | Soohyung Kim | |
Title: | Manager |
SG Parent LLC | ||
By: | /s/ Soohyung Kim | |
Name: | Soohyung Kim | |
Title: | Chief Executive Officer |
Standard RI Ltd. | ||
By: | /s/ Soohyung Kim | |
Name: | Soohyung Kim | |
Title: | Director |
Soohyung Kim | |
/s/ Soohyung Kim | |
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Exhibit (b)
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Apollo Capital Management, L.P. Apollo Global Securities, LLC 9 West 57th Street New York, NY 10019 |
CONFIDENTIAL
July 25, 2024
Project Epsilon
Commitment Letter
SG Parent LLC
767 Fifth Avenue, 12th Floor
New York, NY 10153
Attention: Joseph Mause
Ladies and Gentlemen:
You have advised Apollo Global Securities, LLC (“AGS”) and Apollo Capital Management, L.P., on behalf of one or more investment funds, separate accounts, and other entities owned (in whole or in part), controlled, managed and/or advised by it or its affiliates (in such capacity, “Apollo”, and all such parties, funds, accounts, and entities, collectively, the “Apollo Investors” and the Apollo Investors, Apollo and AGS, collectively, the “Commitment Parties”, “we” or “us”) that SG Parent LLC, a Delaware limited liability company (“SG” or “you”), and certain of your affiliates intend to consummate the transactions described on Exhibit A (the “Term Sheet”).
Capitalized terms used but not otherwise defined in this Commitment Letter (as defined below) are used with the meanings assigned to such terms in the Term Sheet.
1. | Commitments; Title and Roles. |
In connection with the Transactions, Apollo hereby confirms, on behalf of the Apollo Investors, their respective commitments to jointly and severally purchase on the Effective Date up to $500,000,000 in aggregate principal amount of First Lien Notes (the commitments to purchase the First Lien Notes, the “First Lien Note Commitments”) upon the terms set forth in this Commitment Letter and subject solely to the applicable conditions set forth in the Term Sheet under the heading “Conditions Precedent to the Effective Date” (the “Sole Conditions”). The Term Sheet, together with this letter, are collectively referred to as this “Commitment Letter”.
It is agreed that AGS will act as the sole and exclusive structuring agent, arranger, manager, bookrunner and placement agent (in such capacity, the “Lead Arranger”) for the First Lien Notes pursuant to the terms set forth in that certain Engagement Letter, dated as of the date hereof, among you and AGS (as modified from time to time in accordance with the terms thereof, the “Arranger Engagement Letter”); provided that you agree that the Lead Arranger may perform its responsibilities hereunder through its affiliates. You agree that no other structuring agents, arrangers, managers, bookrunners or placement agents will be appointed, no other titles will be awarded and no compensation (other than as expressly contemplated by the Term Sheet and the Arranger Engagement Letter) will be paid in connection with a commitment to provide the First Lien Notes unless you and we shall so agree.
2. | Assignments. |
We expect our affiliate AGS, and/or AGS’s affiliates as AGS may deem appropriate in connection with the services provided by AGS hereunder and under the Arranger Engagement Letter, to conduct tailored syndication in relation to the First Lien Note Commitments in consultation with you and at all times in compliance with this Section 2 and the terms of the Definitive Note Documentation, it being understood and agreed that (i) except with respect to an assignment of First Lien Note Commitment to any Disqualified Purchaser (as defined below), your consent shall not be required for any assignment of First Lien Note Commitments and (ii) AGS shall not syndicate any First Lien Note Commitments to (a) those persons identified by you in writing to the Apollo Investors prior to the date hereof, (b) any person who owns or operates a casino, traditional gaming facility or online gaming business or similar gaming establishment, (c) other competitors of you, Bally’s and/or Queen Casino (each as defined below) and your and their respective subsidiaries that are or will be in the same or a similar or reasonably related or ancillary lines of business that are identified by you to Apollo Investors (or, after the Effective Date, to the Notes Agent) by written notice from time to time after the date hereof, (d) any person who is subject to a Disqualification (as defined in Bally’s Existing Credit Agreement) and (e) any affiliate of any person described in clauses (a), (b), (c) or (d) above that is identified by you to the Apollo Investors (or, after the Effective Date, to the Notes Agent) in writing from time to time or clearly identifiable solely on the basis of its name as an affiliate of such person, other than, in the case of clause (c), an affiliate of such person that is a bona fide debt fund (collectively, the “Disqualified Purchasers”); provided, that Disqualified Purchasers shall exclude any person that you have designated as no longer being a “Disqualified Purchaser” by written notice delivered to the Apollo Investors (or, after the Effective Date, the Notes Agent) from time to time; provided, further, that no updates to the list of Disqualified Purchasers shall be deemed to retroactively disqualify any parties that have previously acquired an assignment or participation interest or any party for which the “trade date” with respect to an assignment or participation interest has occurred in respect of the First Lien Notes in compliance with the provisions of this Agreement, from continuing to hold or vote such previously acquired assignments and participations or from closing an assignment or participation interest sale for which the “trade date” has previously occurred on the terms set forth herein for Lenders that are not Disqualified Purchasers.
Notwithstanding anything to the contrary in this Section 2, (i) neither SG nor any Commitment Party shall be released or novated from its obligations hereunder until the earliest of (x) the purchase of all First Lien Notes, (y) the execution of the Definitive Note Documentation (after which such obligations shall be governed by the Definitive Note Documentation) and (z) the termination of this Commitment Letter in accordance with its terms, (ii) the Commitment Parties shall retain exclusive control over all rights and obligations with respect to their commitments, including all rights with respect to consents, modifications, supplements, waivers and amendments, until the earliest date set forth in the preceding clause (i) has occurred, (iii) no syndication hereunder shall be permitted if the result thereof would be that the Apollo Investors own less than 50.1% of the First Lien Notes or First Lien Commitments outstanding at any time and (iv) upon effectiveness of the Definitive Note Documentation, the relevant provisions of such Definitive Note Documentation shall supersede the provisions of this Section 2. Further, neither the commencement, conduct or completion of such syndication nor compliance with the provision of this Section 2 or any other provision of the Commitment Letter (other than the Sole Conditions) is a condition to the First Lien Note Commitments or the purchase of the First Lien Notes.
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3. | Representations and Warranties of SG. |
SG represents and warrants to each of the Commitment Parties that (a) all written information concerning SG, Bally’s Corporation, a Delaware limited liability company (“Bally’s”), The Queen Casino & Entertainment Inc., a Delaware corporation (“Queen Casino”), and their respective subsidiaries and their respective businesses, other than the projections, forecasts, financial estimates and other forward-looking information (the “Projection Materials”), and information of a general economic or industry-specific nature, that has been or will be made available to any Commitment Party by you or any of your affiliates or representatives on your behalf in connection with the Transactions (the “Information”), when taken as a whole, is and will be (with respect to the Bally’s, its subsidiaries, or their respective operations or assets, to SG’s knowledge), when furnished, correct in all material respects and does not and will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (after giving effect to all supplements and updates to such statements from time to time) and (b) the Projection Materials that have been or will be made available to any Commitment Party by or on behalf of you, or any of your affiliates or representatives have been or will be prepared in good faith based upon assumptions believed by you to be reasonable at the time furnished (it being recognized by the Commitment Parties that such Projection Materials are not to be viewed as facts or guaranties of performance and are subject to significant uncertainties and contingencies many of which are beyond your control, that no assurance can be given that any particular financial projections will be realized, that actual results may differ from projected results and that such differences may be material). You agree that if, at any time prior to the Effective Date, you become aware that any of the representations and warranties in the preceding sentence would be incorrect if the Information or the Projection Materials were being furnished and such representations were being made at such time, you will promptly supplement and, in the case of Information and/or Projection Materials related to Bally’s, use your commercially reasonable efforts to promptly supplement, the Information and/or the Projection Materials, as applicable, so that the representations and warranties in the preceding sentence remain true in all material respects at such time under those circumstances, it being understood and agreed that any such supplement received prior to the Effective Date shall cure any breach of such representations. You understand that we may use and rely on the Information and Projection Materials for purposes of the transactions contemplated by this Commitment Letter and the Arranger Engagement Letter without independent verification thereof.
4. | Fee Letters |
As consideration for the commitments and agreements of the Commitment Parties hereunder, you agree to pay or cause to be paid the non-refundable payments described in (a) the Fee Letter between you and the Commitment Parties dated as of the date hereof (the “Fee Letter” and, collectively with the Arranger Engagement Letter, the “Fee Letters”), and (b) the Arranger Engagement Letter, in each case, on the terms and subject to the conditions (including as to timing and amount) expressly set forth therein.
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5. | Sharing of Information; Absence of Fiduciary Relationship. |
You acknowledge that the Commitment Parties and their respective affiliates may be (or may be affiliated with) a full service financial firm and as such from time to time may, and their respective affiliates may, (a) effect transactions for their own or their respective affiliates’ account or the account of customers, and hold long positions in debt or equity securities, loans or other securities and financial instruments of companies that may be the subject of the Transactions or with which you or your affiliates may have commercial or other relationships or (b) provide debt financing, equity capital, investment banking, financial advisory services, securities trading, hedging, financing and brokerage activities and financial planning and benefits counseling to other companies or similar services in respect of which you or your affiliates may have conflicting interests. SG and its affiliates hereby waive and release, to the fullest extent permitted by law, any claims it or such affiliate has or will or may have hereunder with respect to any conflict of interest arising from such transactions, activities, investments or holdings, or arising from the failure of the Commitment Parties or any of their respective affiliates or customers to bring such transactions, activities, investments or holdings to their attention.
You acknowledge and agree that (a)(i) the arrangements described in this Commitment Letter regarding the Transactions are arm’s-length commercial transactions between you and your affiliates, on the one hand, and the Commitment Parties and/or their applicable affiliates, on the other hand, that do not directly or indirectly give rise to, nor do you rely on, any fiduciary or other implied duty on the part of the Commitment Parties and their respective applicable affiliates and each Commitment Party and such affiliates expressly disclaims any fiduciary or other implied relationship to any party hereto or any of such parties’ affiliates or any other person or entity, (ii) you waive, to the fullest extent permitted by law, any claims you may have against the Commitment Parties for breach of fiduciary duty or alleged breach of fiduciary duty arising prior to the date hereof, (iii) you have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate and you are not relying on the Commitment Parties or their respective applicable affiliates or representatives for such advice, and (iv) you are capable of evaluating, and understand and accept, the terms, risks and conditions of the Transactions and are responsible for making your own independent judgment with respect to the transactions contemplated by this Commitment Letter and the process leading thereto; and (b) in connection with the Transactions, (i) each Commitment Party, in its capacity as such (and/or its applicable affiliates) has been, is, and will be (or have been, are and will be) acting solely as a principal and, except as otherwise expressly agreed in writing by the relevant parties, in such capacity, has not been, is not, and will not (or have not been, are not and will not) be acting as an advisor, agent or fiduciary to you or any of your affiliates or any other party hereto or any of such parties’ affiliates or any other person or entity and are not advising you as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction; and (ii) the Commitment Parties and/or their affiliates do not have an obligation to you or your affiliates except those obligations expressly set forth in this Commitment Letter and any other agreement with you or any of your affiliates). Any review by any Commitment Party of you, your affiliates, the Transactions or other matters relating to such transactions will be performed solely for the benefit of such Commitment Party and shall not be on behalf of you or any of your affiliates.
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6. | Indemnification. |
SG hereby agrees to indemnify and hold harmless each Commitment Party and each of their respective affiliates and all their respective officers, directors, members, partners, trustees, employees, shareholders, advisors, agents, and other representatives of each of the foregoing and their respective successors and permitted assigns (each, an “Indemnified Person”) from and against any and all actual losses, claims, damages, and liabilities, joint or several, to which any such Indemnified Person may become subject arising out of, in connection with, or as a result of this Commitment Letter, the Arranger Engagement Letter, the services rendered hereunder or thereunder, or the Transactions, or any claim, litigation, investigation or proceeding, actual or threatened, relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto and whether or not the transactions contemplated hereby are consummated, and to reimburse each Indemnified Person within 30 days following written demand therefor (together with reasonable backup documentation supporting such reimbursement request) for any reasonable and documented out-of-pocket expenses (but limited, in the case of legal fees and expenses, to those of (x) the counsel identified in the Term Sheet as counsel to the Commitment Parties and (y) solely in the case of an actual or potential conflict of interest, one additional counsel to all affected Indemnified Persons, taken as a whole (and, if reasonably necessary, of one local counsel in each relevant material jurisdiction to all such persons, taken as a whole and, solely in the case of an actual or potential conflict of interest, one additional local counsel to all affected Indemnified Persons, taken as a whole, in each such relevant material jurisdiction)) incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing or in connection with the enforcement of the indemnification obligations set forth herein; provided that no Indemnified Person will be entitled to indemnity hereunder in respect of any loss, claim, damage, liability or related expense to the extent that it is found by a final, non-appealable judgment of a court of competent jurisdiction that such loss, claim, damage, liability or expense arises from (i) the bad faith, gross negligence or willful misconduct of or material breach of this Commitment Letter by, such Indemnified Person (or any of its Related Parties (as defined below)) (it being agreed that compliance by a Commitment Party with this Commitment Letter and the Transactions expressly contemplated hereby shall not be deemed bad faith, gross negligence or willful misconduct) or (ii) any disputes solely among Indemnified Persons and not arising out of any act or omission of SG or any of its affiliates or subsidiaries. Notwithstanding anything in this Commitment Letter, the Fee Letter, the Arranger Engagement Letter and/or the Term Sheet, SG will have no obligation to indemnify any Indemnified Person for income taxes, franchise taxes or branch profits taxes incurred by such person in connection with the fees or other compensation such person receives in connection with the this Commitment Letter, the Fee Letter, the Arrangement Engagement Letter and/or the Term Sheet; provided that this sentence shall not limit SG’s indemnification obligations and other obligations with respect to withholding taxes and other taxes after the Effective Date pursuant to the Definitive Note Documentation.
In no event will any Indemnified Person, any other party hereto, SG or any of SG’s affiliates or any of their respective officers, directors, partners, trustees, employees, managed funds and accounts, shareholders, advisors, agents, representatives, attorneys and controlling persons and each of their respective heirs, successors and assigns be liable on any theory of liability for indirect, special, or consequential damages, lost profits or punitive damages in connection with this Commitment Letter, the Fee Letters or the Transactions, provided that nothing contained in this sentence shall limit SG’s indemnification obligations to the extent set forth above to the extent such special, indirect, consequential or punitive damages are included in any third party claim in connection with which such Indemnified Person is entitled to indemnification hereunder.
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SG shall not be liable for any settlement of any proceeding (or expenses relating thereto) effected without SG’s consent, but if settled with SG’s written consent, or if there is a final judgment against an Indemnified Person in any such proceeding, SG agrees to indemnify and hold harmless such Indemnified Person to the extent and in the manner set forth above. SG shall not, without the prior written consent of the affected Indemnified Person, effect any settlement of any pending or threatened proceeding against such Indemnified Person in respect of which indemnity could have been sought hereunder by such Indemnified Person unless such settlement (a) includes an unconditional release of such Indemnified Person from all liability or claims that are the subject matter of such proceeding, (b) does not include any statement as to any admission of fault or culpability of such Indemnified Person, and (c) includes customary confidentiality and non-disparagement agreements. Notwithstanding the foregoing, each Indemnified Person shall be obligated to refund or return any and all amounts paid by SG under this paragraph to such Indemnified Person for any losses, claims, damages, liabilities and expenses to the extent such Indemnified Person is not entitled to payment of such amounts in accordance with the terms hereof, as determined by a final non-appealable order of a court of competent jurisdiction.
The indemnity and expense reimbursement obligations set forth herein (i) shall survive the expiration or termination of this Commitment Letter, (ii) shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Commitment Parties or any other Indemnified Person and (iii) shall be binding on any successor or assign of SG and the successors or assigns to any substantial portion of its business and assets.
For purposes hereof, “Related Party” and “Related Parties” of an Indemnified Person mean any (or all, as the context may require) of such Indemnified Person’s affiliates and controlling persons and its or their respective officers, directors, partners, trustees, employees, managed funds and accounts, shareholders, advisors, agents, representatives, attorneys and controlling persons.
Regardless of whether or not the Transactions are consummated or the Effective Date occurs, SG shall reimburse each Commitment Party promptly upon presentation of an invoice together with reasonably detailed supporting documentation (and, for the avoidance of doubt, also upon the occurrence of the Effective Date to the extent such invoice and documentation are provided by the applicable date specified in the Sole Conditions), for reasonable and documented out-of-pocket expenses incurred in connection with the Transactions and the preparation of this Commitment Letter and the Definitive Note Documentation (collectively, the “Expenses”), which shall be limited, in the case of fees, charges and disbursements of counsel, to the fees, charges and disbursements of (i) the counsel identified in the Term Sheet as counsel to the Commitment Parties and (ii) if necessary, of a single local counsel to the Commitment Parties in each relevant material jurisdiction; provided that, if the Effective Date does not occur, other than with respect to any Ticking Fee, Alternate Transaction Fee or Expiration Date Structure and Arrangement Fee that is due and payable (which for the avoidance of doubt, is not subject to or included in the $500,000 limit related to Expenses if the Effective Date does not occur), SG shall not be required to pay any such Expenses in excess of $500,000. Promptly following SG’s written request therefor, the Commitment Parties shall provide a reasonably detailed summary of Expenses accrued to date.
Notwithstanding the provisions above, upon effectiveness of the Definitive Note Documentation, the relevant provisions of such Definitive Note Documentation shall supersede the provisions of this Section 6.
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7. | Termination/Expiration of First Lien Note Commitments. |
The First Lien Note Commitments hereunder will expire automatically without any further action or notice by any party at 11:59 p.m., New York City time, on the date hereof, unless at or prior to such time each party hereto has duly executed and delivered to the other parties hereto counterparts to this Commitment Letter. Following the execution and delivery of this Commitment Letter, the obligations of each Commitment Party under this Commitment Letter, including the obligation to purchase the First Lien Notes contemplated hereby, shall terminate automatically and immediately without any further action or notice by any party upon the earliest to occur of: (a) the occurrence of the Effective Date in accordance with the terms of this Commitment Letter (following which such obligations shall be governed by the Definitive Note Documentation), (b) 11:59 p.m., New York City time, on July 25, 2025, unless you and the Commitment Parties agree to an extension in writing, and (c) the date you deliver written notice of the termination of the First Lien Note Commitments (such earliest date, the “Expiration Date”); provided that, in each case, any such termination shall not relieve any party hereto from any liability in connection with a breach of this Commitment Letter that occurred before such termination.
8. | Confidentiality. |
The existence of this Commitment Letter and the terms and conditions herein and the Fee Letter are for SG’s confidential use only and may not be disclosed by SG to any person or entity without the prior written consent of each Commitment Party, except (a) as required to consummate the Transactions (including public filings in connection with the Transactions, if any), (b) in connection with the exercise of any remedy or enforcement of any right under this Commitment Letter, (c) pursuant to an order of a court of competent jurisdiction or any other governmental authority or securities exchange (in which case you agree, to the extent permitted by law, rule or regulation, to use commercially reasonable efforts to inform us promptly thereof), (d) as required in any legal, judicial or administrative proceeding or as otherwise required by applicable law, rule, regulation (including, for the avoidance of doubt, any national or international securities regulations) or any national or international securities exchange or as requested by a governmental authority (including any gaming or racing authority), (e) to Bally’s and Queen Casino and to your and their partners, stockholders, direct or indirect investors, directors (or equivalent managers), officers, employees, agents, affiliates, attorneys, accountants, independent auditors and other advisors of Bally’s, Queen Casino’s and yours or any of the foregoing, in each case, on a confidential “need-to-know” basis (provided, that any such partner, stockholder, affiliate, or investor of Bally’s, Queen Casino or SG is advised of its obligation to retain such information as confidential (including, without limitation, the limitations set forth in the proviso set forth below)), (f) if the Commitment Parties otherwise consent in writing to such proposed disclosure, (g) to the extent required by the definitive documentation governing the existing debt of Bally’s, Queen Casino and their respective subsidiaries (the “Existing Debt”), (h) that the Term Sheet and the existence of this Commitment Letter (but not the Commitment Letter or the Fee Letter) may be disclosed to any rating agency in connection with the Transactions, (i) this Commitment Letter and its contents (but not the Fee Letter or its contents) may be disclosed to the extent that such information becomes publicly available other than by reason of improper disclosure by you or any of your affiliates in violation of any confidentiality obligations hereunder, (j) this Commitment Letter and the Fee Letter (but not the fees in the Fee Letter) may be disclosed in any syndication of the First Lien Notes, (k) the aggregate amount of the fees (including upfront fees and OID) payable under the Fee Letter may be disclosed as part of generic disclosure regarding sources and uses (but without disclosing any specific fees set forth therein) in connection with any syndication of the First Lien Notes, and (l) on a confidential basis, the Fee Letter and the contents thereof to your and Bally’s and Queen Casino’s auditors and accounting and tax advisers for customary accounting and tax purposes, including accounting for deferred financing costs; provided, further that, (i) prior to the filing of the proxy statement by Bally’s, (x) the Commitment Letter or the Fee Letter shall not be publicly filed and (y) the name of any Commitment Party shall not be publicly disclosed without the prior written consent of such Commitment Party and (ii) after the filing of the proxy statement, you shall (x) provide advance notice, together with a draft of any proposed disclosure to us, of any public filing (including the proxy statement) of this Commitment Letter or Fee Letter or any public disclosure of the Transactions and (y) consult with us on the scope of such disclosure. The provisions of this paragraph shall automatically terminate on the date that is two years following the date hereof.
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The Commitment Parties, on behalf of themselves and their affiliates will treat all non-public information provided to them by or on behalf of you in connection with the transactions contemplated hereby confidentially and shall not publish, disclose or otherwise divulge, such information; provided that nothing herein shall prevent each Commitment Party and its affiliates from disclosing any such information (a) pursuant to the order of any court or administrative agency or in any pending legal, judicial or administrative proceeding, or otherwise as required by applicable law, rule or regulation, subpoena or compulsory legal process or upon the request or demand of any regulatory authority (including any self-regulatory authority) or other governmental authority purporting to have jurisdiction over each Commitment Party or any of its affiliates (in which case such Commitment Party agrees (except with respect to any audit or examination conducted by bank accountants or any self-regulatory authority or governmental or regulatory authority exercising examination or regulatory authority), to the extent practicable and not prohibited by applicable law or regulation, to inform you promptly thereof prior to disclosure), (b) to the extent that such information becomes publicly available other than by reason of improper disclosure by a Commitment Party or any of its affiliates in violation of any confidentiality obligations owing to you hereunder, (c) to the extent that such information is received by a Commitment Party from a third party that is not, to such Commitment Party’s knowledge, subject to contractual or fiduciary confidentiality obligations owing to you with respect to such information, (d) to the extent that such information is independently developed by a Commitment Party or any of its affiliates, (e) to each Commitment Party’s affiliates and its and its affiliated managed and advised funds and their and their respective employees, directors, officers, partners, members, independent auditors, rating agencies, professional advisors and other experts or agents who need to know such information in connection with the transactions contemplated hereby and who are informed of the confidential nature of such information (with such Commitment Party responsible for its affiliates’ compliance with this paragraph), (f) in connection with the exercise of any remedies hereunder or under the Fee Letters or any suit, action or proceeding relating to this Commitment Letter, the Fee Letters or the transactions contemplated hereby or thereby, (g) to each other Commitment Party, and/or (h) to prospective purchasers, hedge providers, participants or assignees (collectively, “Prospective Parties”); provided that for purposes of clause (h) above, the disclosure of any such information to any Prospective Party shall be made subject to such Prospective Party’s acknowledgment and acceptance that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and such Commitment Party, including, without limitation, as agreed in any Information or other marketing materials) in accordance with the standard syndication or other transfer processes of such Commitment Party or customary market standards for dissemination of such type of information, which shall in any event require “click through” or other affirmative actions on the part of recipient to access such information; provided further that, no such disclosure shall be made by the Commitment Parties to any Disqualified Purchaser. If the Effective Date occurs, the Commitment Parties’ obligations under this paragraph shall terminate and be superseded by the confidentiality provisions in the Definitive Note Documentation. Otherwise, the provisions of this paragraph shall expire two years after the date hereof.
It is understood and agreed that any Commitment Party may advertise or promote its role in arranging or providing any portion of the First Lien Note Commitments (including in any newspaper or other periodical, on any website or similar place for dissemination of information on the internet, as part of a “case study” incorporated into promotional materials, in the form of “tombstone” advertisement or otherwise) without consulting with you; provided that any such advertisement or promotion shall be at the sole cost and expense of the Commitment Parties.
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9. | Governing Law; Jurisdiction; Waivers. |
This Commitment Letter, and any claim, controversy or dispute arising under or related to this Commitment Letter, whether in tort, contract (at law or in equity) or otherwise, shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York without regard to principles of conflicts of law thereof to the extent such principles would cause the application of the law of another state; provided, that it is understood and agreed that (a) the interpretation of the definition of Company Material Adverse Effect (as defined in the Merger Agreement (as defined in Exhibit A)) (and whether or not a Company Material Adverse Effect has occurred) (in each case solely for purposes of the conditions to the issuance and purchase of the First Lien Notes on the Effective Date), (b) the determination of the accuracy of any Specified Transaction Agreement Representation and whether as a result of any breach thereof you or your applicable affiliate has the right (taking into account any applicable cure periods) to terminate your or its obligations under the Merger Agreement or decline to consummate the Queen Merger and the Queen Share Contribution (each as defined in Exhibit A) (in accordance with the terms thereof) as a result of a breach of such representations in the Merger Agreement without any liability to your or your applicable affiliate and (c) the determination of whether any Merger has been consummated in accordance with the terms of the Merger Agreement, in each case shall be governed by, and construed in accordance with, the law governing the Merger Agreement, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. Each of the parties to this Commitment Letter irrevocably and unconditionally (a) submits to the exclusive jurisdiction of any state or federal court sitting in the Borough of Manhattan in the City of New York (or any appellate court therefrom) over any suit, action or proceeding arising out of or relating to this Commitment Letter and (b) agrees that a final judgment in any such action may be enforced in any such court. You and we agree that service of any process, summons, notice or document by registered mail addressed to such person shall be effective service of process against such person for any suit, action or proceeding brought in any such court. Each of the parties to this Commitment Letter irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. The parties hereto hereby waive, to the fullest extent permitted by applicable law, any right to trial by jury with respect to any action or proceeding arising out of or relating to this Commitment Letter.
10. | Miscellaneous. |
Other than the assignment to Bally’s as contemplated by Section 8.6(d) of the Merger Agreement, which shall be permitted without the consent of any Commitment Party, this Commitment Letter shall not be assignable by you without the prior written consent of each Commitment Party (and any purported assignment without such consent shall be null and void), is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto; provided that, notwithstanding anything to the contrary contained herein and for the avoidance of doubt, each party hereto hereby agrees that the Apollo Investors shall have the right to reallocate, sell, assign or otherwise transfer its commitment in respect of any of the First Lien Note Commitments and/or any closing payment and any other obligations hereunder to any affiliate, managed fund, advised or sub-advised fund or managed account of such Apollo Investor or its affiliates; provided further that, such reallocation, sale, assignment or other transfer will not result in any Commitment Party being released from its obligations hereunder until the earliest of (x) the purchase of all First Lien Notes on the Effective Date, (y) the execution of the Definitive Note Documentation (after which such obligations shall be governed by the Definitive Note Documentation) and (z) the termination of this Commitment Letter in accordance with its terms.
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This Commitment Letter has been and is made solely for the benefit of the parties signatory hereto and, with respect to Section 6 hereof, the Indemnified Persons, and nothing in this Commitment Letter, expressed or implied, is intended to confer or does confer on any other person or entity any rights or remedies under or by reason of this Commitment Letter or the agreements of the parties contained herein. This Commitment Letter may not be amended or waived except by an instrument in writing signed by each party hereto.
Except as otherwise expressly agreed in writing by the Commitment Parties and SG, this Commitment Letter sets forth the entire understanding of the parties hereto as to the scope of the First Lien Note Commitments and the obligations of the Commitment Parties and you hereunder, and supersedes all prior agreements, understandings and proposals, whether written or oral, between the Commitment Parties and you relating to the First Lien Note Commitments.
This Commitment Letter and any amendment or waiver thereof may be executed in one or more counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same instrument. Delivery of an executed signature page of this Commitment Letter by facsimile or other electronic transmission (including “.pdf”, “.tif” or similar format) and by electronic signature shall be effective as delivery of a manually executed counterpart hereof.
Section 2 (Assignments), Section 4 (Fee Letters), Section 5 (Sharing of Information; Absence of Fiduciary Relationship), Section 6 (Indemnification), Section 8 (Confidentiality) and Section 9 (Governing Law; Jurisdiction; Waivers) contained in this Commitment Letter shall remain in full force and effect regardless of whether the Definitive Note Documentation shall be executed and delivered and notwithstanding the termination or expiration of this Commitment Letter or the Commitments hereunder, subject, in the case of Section 2 (Assignments), Section 6 (Indemnification) and Section 8 (Confidentiality), to the terms of such sections.
Each of the parties to this Commitment Letter agrees that each of this Commitment Letter and each Fee Letter is a binding and enforceable agreement with respect to the subject matter contained in this Commitment Letter and the Fee Letters (including an obligation to negotiate the Definitive Note Documentation in good faith in a manner consistent with this Commitment Letter that does not impair the occurrence of the Transactions and the Effective Date); it being acknowledged and agreed that (a) the Transactions are subject in all respects to the applicable terms and conditions set forth in this Commitment Letter, the Fee Letters, the Term Sheet and the Sole Conditions (provided, that the only conditions to the Transactions are the applicable Sole Conditions) and (b) the terms of the Definitive Note Documentation shall be consistent with the Term Sheet and not impair the occurrence of the Transactions on the Effective Date, if the Sole Conditions are satisfied or waived.
Each of the Commitment Parties notifies you that, pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into law on October 26, 2001) (the “PATRIOT Act”), it is required to obtain, verify and record information that identifies any affiliate of SG and each guarantor under the Definitive Note Documentation, which information includes names, addresses, tax identification numbers and other information that will allow the Commitment Parties to identify any affiliate of SG and each guarantor under the Definitive Note Documentation in accordance with the PATRIOT Act. This notice is given in accordance with the requirements of the PATRIOT Act and is effective for each Commitment Party.
Standard RI Ltd. agrees to be liable, together with SG, for the obligations of SG solely under Sections 6 (Indemnification) hereof and agrees to otherwise be bound by Sections 9 (Governing Law; Jurisdiction; Waivers) and 10 (Miscellaneous) hereof.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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Very truly yours, | ||
APOLLO CAPITAL MANAGEMENT, L.P., on behalf of one or more investment funds, separate accounts and other entities owned (in whole or in part), controlled, managed and/or advised by it or its affiliates | ||
By: Apollo Capital Management GP, LLC, its general partner | ||
By: | /s/ William B. Kuesel | |
Name: | William B. Kuesel | |
Title: | Vice President | |
APOLLO GLOBAL SECURITIES, LLC | ||
By: | /s/ Daniel M. Duval | |
Name: | Daniel M. Duval | |
Title: | Vice President |
[Signature Page to Commitment Letter]
Accepted and agreed as of the date first written above: | ||
SG PARENT LLC, | ||
a Delaware limited liability company | ||
By: | /s/ Soohyung Kim | |
Name: | Soohyung Kim | |
Title: | Chief Executive Officer |
[Signature Page to Commitment Letter]
Accepted and agreed as of the date first written above: | ||
STANDARD RI LTD. | ||
By: | /s/ Soohyung Kim | |
Name: | Soohyung Kim | |
Title: | Director |
[Signature Page to Commitment Letter]
EXHIBIT A
SUMMARY OF PRINCIPAL TERMS AND CONDITIONS
Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Commitment Letter to which this Exhibit A is attached (the “Commitment Letter”).
TRANSACTION DESCRIPTION
Transactions: |
“Transactions” shall mean the following: | |
(a) SG Parent LLC, a Delaware limited liability company (“SG”), intends to enter into that certain Agreement and Plan of Merger, dated as of July 25, 2024 (the “Merger Agreement”), by and among SG, The Queen Casino & Entertainment, Inc., a Delaware corporation and affiliate of SG (“Queen”), Bally’s Corporation, a Delaware corporation (“Bally’s”), Epsilon Sub I, Inc., a Delaware corporation and wholly owned subsidiary of Bally’s (“Merger Sub I”), Epsilon Sub II, Inc., a Delaware corporation and wholly owned subsidiary of Bally’s (“Merger Sub II”), and, solely for purposes of Section 3.1, Section 3.7(b), Section 7.4, Section 8.17(b), Section 8.21(b), Section 9.3(c), Article VI, Article X and Article XI, CQ Gaming LLC, a Delaware limited liability company and stockholder of Queen (“SG Gaming”), pursuant to which (i) SG Gaming will contribute its common stock of Queen to Bally’s in exchange for the common stock of Bally’s (the “Queen Share Contribution”), (ii) immediately thereafter, Merger Sub I will merge with and into Bally’s (the “Bally’s Merger”), with Bally’s surviving the Bally’s Merger, and (iii) immediately thereafter, Merger Sub II will merge with and into Queen (the “Queen Merger”, and together with the Bally’s Merger, the “Mergers”), with Queen surviving the Queen Merger as a direct, wholly owned subsidiary of Bally’s; | ||
(b) SG intends to assign, for the mutual benefit of SG and Bally’s, the Commitment Letter to Bally’s immediately prior to the Bally’s Merger; |
Exhibit A-1
(c) Bally’s intends to (i) issue up to $500,000,000 of senior secured first-lien notes (such first-lien notes, the “First Lien Notes”) to be purchased by the Commitment Parties, which First Lien Notes shall be governed by a new first lien note purchase agreement (the “First Lien Notes Agreement”) and have the terms set forth herein (the “First Lien Notes Facility”), and (ii) together with cash on hand provided by either revolver borrowings under the Bally’s Existing Credit Agreement (as defined below) or cash on the balance sheet of Bally’s as required by the Merger Agreement, use the proceeds of the First Lien Notes to (x) fund the purchase of certain outstanding equity interests of Bally’s, pursuant to the Bally’s Merger, (y) repay in full all existing indebtedness of Queen and its subsidiaries outstanding pursuant to that certain Credit Agreement, dated as of July 13, 2022 (as amended, restated, supplemented or otherwise modified on or prior to the date hereof, the “Queen Credit Agreement”), by and among Queen, Fortress Credit Corp., as administrative agent and the lenders party thereto from time to time, and (iv) pay certain costs and expenses incurred or payable in connection with the transactions described in clauses (a), and (b) above and this clause (c). |
Issuer: | Bally’s (the “Issuer”). | |
Guarantors: |
Consistent with the Documentation Principles (as defined below), and in all events will include Queen and its wholly-owned domestic material restricted subsidiaries (subject to the designation of any subsidiaries as Unrestricted Subsidiaries and other customary exceptions consistent with the Documentation Principles but without in any way limiting the proviso of the next sentence).
It is understood and agreed that each of (i) Casino Queen Marquette, Inc., an Iowa corporation, (ii) Catfish Queen LLC, a Louisiana limited liability company, (iii) Centroplex Centre Convention Hotel LLC, a Louisiana limited liability company, (iv) Casino Queen Interactive LLC, a Delaware limited liability company, (v) CQ Lottery LLC, a Delaware limited liability company, (vi) Bet CQ Iowa LLC, an Iowa limited liability company, and (vii) Queen Sportsbook Maryland LLC, a Delaware limited liability company shall be designated as Unrestricted Subsidiaries and not be Guarantors under the Definitive Note Documentation (as defined below) and such designation shall not reduce the Shared Cap (as defined in Annex A attached hereto); provided that, as of the Effective Date, the intellectual property, real estate, gaming licenses and other assets material for the operations at (i) DraftKings at Casino Queen located in East St. Louis, Illinois, and (ii) The Queen Baton Rouge located in Baton Rouge, Louisiana shall be and remain assets of entities that are both Restricted Subsidiaries and Guarantors. |
Exhibit A-2
Further, other than any transfer made in reliance on a reduced ratio-based basket (after giving effect to the reductions to such ratio-based baskets and the modification to Consolidated EBITDA as set forth in Annex A hereto), the fair market value of any assets that are transferred (x) from Bally’s or any Bally’s Guarantor to a Bally’s Non-Guarantor Restricted Subsidiary or (y) from Bally’s or any Bally’s Restricted Subsidiary to a Bally’s Unrestricted Subsidiary, in each case from the period commencing on March 31, 2024 through the Effective Date shall reduce the Shared Cap.
As used herein, (i) a “Bally’s Unrestricted Subsidiary” means any subsidiary of Bally’s that is an Unrestricted Subsidiary under the Existing Bally’s Credit Agreement, (ii) a “Bally’s Non-Guarantor Restricted Subsidiary” means any subsidiary of Bally’s that is a restricted subsidiary but not a guarantor under the Existing Bally’s Credit Agreement, (iii) a “Bally’s Restricted Subsidiary” means any subsidiary of Bally’s that is a restricted subsidiary under the Existing Bally’s Credit Agreement and (iv) a “Bally’s Guarantor” means any subsidiary of Bally’s that is a guarantor under the Existing Bally’s Credit Agreement.
Any Unrestricted Subsidiary of the Issuer as of March 31, 2024 will remain an Unrestricted Subsidiary of the Issuer on the Effective Date unless the Issuer elects in its sole discretion to designate such Unrestricted Subsidiary as a Restricted Subsidiary prior to the Effective Date (and without limiting the Issuer’s right under the Existing Bally’s Credit Agreement to designate additional Unrestricted Subsidiaries from time to time, to the extent permitted by the Definitive Note Documentation, including any reduction under and permitted by the Shared Cap). | ||
Notes Agent: | Alter Domus (US) LLC or an entity designated by the Apollo Investors and reasonably satisfactory to the Issuer will act as sole notes agent (the “Notes Agent”) and collateral agent (the “Collateral Agent”) in respect of the First Lien Notes and will perform the duties customarily associated with such roles. An aggregate agency fee of $40,000 shall be payable on an annual basis, payable annually in advance. |
Exhibit A-3
Purchasers: | As of the Effective Date, each of the Commitment Parties, as a “Purchaser”, and, thereafter, such financial institutions and other entities to whom any Apollo Investor or other Purchaser makes any assignments of any portion of the First Lien Notes Facility in accordance with the Definitive Note Documentation (the “Purchasers”); provided that (x) prior to the Effective Date, assignments and participations shall be made in accordance with the Commitment Letter and (y) following the Effective Date, assignments and participations shall be made to any person other than a Disqualified Purchaser. Except during the occurrence of a payment or bankruptcy event of default, the Apollo Investors shall at all times retain exclusive control over the voting rights of 50.1% of the First Lien Notes Facility and the First Lien Notes. | |
Interest Rates: |
Interest will accrue on all outstanding First Lien Notes at a fixed rate equal to 11.00% per annum.
Accrued interest on all First Lien Notes will be paid in cash quarterly on the first business day of each fiscal quarter (with respect to interest accrued over the immediately preceding quarter). | |
Default Rate: | Consistent with the Documentation Principles. | |
Maturity: | The First Lien Notes will mature on October 2, 2028 (the “Maturity Date”). | |
Amortization: | None. | |
Security: |
Subject to the Funds Certain Provisions (as defined below), a perfected first priority security interest on substantially all assets of the Issuer and the Guarantors consistent with the Documentation Principles (collectively, the “Collateral” and the agreements, instruments or documents creating, evidencing and/or perfecting such first priority security interests, the “New Collateral Documents”) and, in all events, subject to the Documentation Principles, a perfected first priority security interest in 100% of the equity interests of Queen and each of its wholly-owned domestic restricted subsidiaries and, subject to the Documentation Principles, substantially all assets of Queen and each of its subsidiaries that is required to become a Guarantor pursuant to the Definitive Note Documentation. |
Exhibit A-4
The lien priority, relative rights and other creditors’ rights issues in respect of the Collateral among the Purchasers and the lenders under the Existing Bally’s Credit Agreement (as defined below) will be set forth in an intercreditor agreement in the form of Exhibit S of the Existing Bally’s Credit Agreement (the “Intercreditor Agreement”). | ||
Optional Redemptions: |
On or prior to the date that is 12 months after the Effective Date, the Issuer may redeem the First Lien Notes at a price equal to the make-whole price based on U.S. Treasury notes with a maturity closest to the date that is 12 months after the Effective Date plus 50 basis points (the “Make-Whole Redemption Price”).
After the date that is 12 months after the Effective Date and on or prior to the date that is 24 months after the Effective Date, the First Lien Notes will be callable at 105.50%, plus accrued and unpaid interest, and after the date that is 24 months after the Effective Date, the First Lien Notes will be callable at 100.00%, plus accrued and unpaid interest (the “Redemption Price”). | |
Mandatory Offers to Repurchase: |
Consistent with the Documentation Principles and upon the occurrence of a change of control (to be defined consistent with the Documentation Principles).
Any such offer shall be at 100% of the principal amount of such debt plus accrued interest and the Make-Whole Redemption Price or Redemption Price, as applicable.
In the event the First Lien Notes are accelerated or otherwise become due prior to the Maturity Date, in each case, in respect of any event of default (including, without limitation, a bankruptcy event of default), in each case, all fees, expenses and premiums (including the Make-Whole Redemption Price or Redemption Price, as applicable) as of the date such First Lien Notes are accelerated or become due (if any) will also automatically be due and payable as though the First Lien Notes were redeemed, repaid, repurchased or prepaid. |
Exhibit A-5
For the avoidance of doubt, the Purchasers may decline any such offer to repurchase (in whole or in part), in which case the Issuer shall be permitted to use any such declined amounts for any purpose not prohibited by the Definitive Note Documentation. | ||
Conditions Precedent to the Effective Date: | The effectiveness of the Definitive Note Documentation and the purchase of the First Lien Notes shall be subject to the satisfaction (or waiver by the Commitment Parties and the Issuer) of only the following conditions (such date on which such conditions are satisfied or waived, the “Effective Date”): | |
(a) The Mergers shall be consummated simultaneously or substantially concurrently with the issuance of the First Lien Notes under the First Lien Notes Facility on the terms described in the Merger Agreement, without giving effect to any amendment, waiver, consent or other modification thereof after the date hereof that is materially adverse to the interests of the Commitment Parties (in their capacities as Purchasers) unless it is approved by the Commitment Parties (which approval shall not be unreasonably withheld, delayed or conditioned), (it being understood and agreed that any decrease in the per share consideration (and any amendment to the Merger Agreement related thereto) shall not be deemed, on its own, materially adverse to the interests of the Commitment Parties so long as, unless the Commitment Parties otherwise consent to a different allocation (such consent not to be unreasonably withheld, conditioned or delayed) such decrease is allocated to reduce the amount of First Lien Notes to be issued on the Effective Date). | ||
(b) subject to the Funds Certain Provision, the Definitive Note Documentation shall have been executed and delivered by the Issuer and each Guarantor, and the Commitment Parties shall have received a customary officer’s certificate (attaching organizational documents, good standings where applicable (from the jurisdiction of formation), and resolutions of the Issuer and each Guarantor, and an incumbency and specimen signature of each officer of the Issuer and each Guarantor executing the Definitive Note Documentation), a certificate from the chief financial officer or equivalent of Bally’s in the form attached hereto as Annex B with respect to Effective Date solvency (on a consolidated basis after giving effect to the Transactions and the other transactions contemplated hereby) and customary legal opinions (from counsel to the Issuer, for those jurisdictions in which it would be customary for counsel to the Issuer to deliver such opinion) for the Issuer and each Guarantor (including, for the avoidance of doubt Queen and its subsidiaries that are required to become Guarantors); |
Exhibit A-6
(c) the Intercreditor Agreement shall have been executed and delivered by the parties thereto; | ||
(d) all out-of-pocket expenses of the Commitment Parties required to be paid or reimbursed by SG pursuant to the Commitment Letter and the Fee Letters shall have been or will be paid on the Effective Date, to the extent invoiced in reasonable detail at least three (3) business days prior to the Effective Date and required to be paid on the Effective Date pursuant to the Commitment Letter or any Fee Letter; | ||
(e) the Commitment Parties shall have received from the Issuer, no later than three (3) business days in advance of the Effective Date, (a) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act and (b) to the extent the Issuer qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a certification regarding beneficial ownership required by the Beneficial Ownership Regulation, in each case, that has been reasonably requested by any Commitment Party in writing at least five (5) business days in advance of the anticipated Effective Date; | ||
(f) Subject in all respects to the Funds Certain Provision, the Specified Transaction Agreement Representations will be true and correct to the extent required by the definition thereof and the Specified Representations will be true and correct in all material respects (or, if qualified by materiality, in all respects) (and with respect to the Specified Transaction Agreement Representations, to the extent expressly made as of an earlier date, as of such earlier date); |
Exhibit A-7
(g) No Company Material Adverse Effect (as defined in the Merger Agreement) will have occurred after July 25, 2024 that remains in effect as of immediately prior to the Queen Effective Time (as defined in the Merger Agreement); | ||
(h) The Shared Cap shall not be less than zero; and | ||
(i) upon request from the Commitment Parties at least three (3) business days prior to the Effective Date, the Commitment Parties (or, if requested by the Commitment Parties, Counsel for the Commitment Parties) shall have received from the Issuer a report setting forth any and all transactions utilizing any portion of the Shared Cap for the period beginning March 31, 2024 through the Effective Date; provided that, (i) such report shall be made available on a private data site for the Purchasers, (ii) the Definitive Note Documentation shall refer to the Shared Cap set forth in Annex A hereof and also refer to the Shared Cap that has been updated to reflect the unused portion of the Shared Cap as the Effective Date and (iii) the delivery of such report shall not create an obligation on the part of Bally’s to publicly disclose the contents of such report. |
Notwithstanding anything herein to the contrary: | |||
● | the only representations and warranties the accuracy of which shall be a condition to the availability and purchase of the First Lien Notes on the Effective Date shall be (A) such of the representations and warranties made by, or with respect to, Merger Sub I, Merger Sub II, and Bally’s and their respective subsidiaries in the Merger Agreement as are material to the interests of the Commitment Parties (in their capacities as such), but only to the extent that SG or its affiliate has the right (taking into account any applicable cure periods) to terminate its obligations under the Merger Agreement or decline to consummate the Queen Merger and the Queen Share Contribution (in accordance with the terms thereof) as a result of a breach of such representations in the Merger Agreement (each to such extent, the “Specified Transaction Agreement Representations”) and (B) the Specified Representations (as defined below) made by the Issuer and the Guarantors in the Definitive Note Documentation; |
Exhibit A-8
● | the provision of guarantors for the First Lien Notes by any foreign subsidiaries (to the extent required consistent with the Documentation Principles), shall not constitute a condition precedent to the purchase of the First Lien Notes on the Effective Date and may be delivered and/or perfected within 150 days after the Effective Date (or such longer period as the Commitment Parties may reasonably agree) pursuant to arrangements to be mutually agreed by the Issuer and the Commitment Parties acting reasonably; | ||
● | the provision of collateral for the First Lien Notes (including the creation and perfection of any security interest), other than the creation and perfection of a lien on collateral for the First Lien Notes that is of the type perfected solely by the filing of a financing statement under the Uniform Commercial Code with the Secretary of State (or other applicable filing office) in the applicable jurisdiction of organization of the Borrower or the Guarantors, shall not constitute a condition precedent to the purchase of the First Lien Notes on the Effective Date and may be delivered and/or perfected within 60 days (or with respect to mortgages, 150 days) after the Effective Date (or such longer period as the Commitment Parties may reasonably agree) pursuant to arrangements to be mutually agreed by the Issuer and the Commitment Parties acting reasonably; and | ||
● | the only conditions (express or implied) to the purchase of the First Lien Notes on the Effective Date are those expressly set forth in this section. |
Exhibit A-9
This paragraph shall be referred to herein as the “Funds Certain Provisions”.
For purposes hereof, “Specified Representations” means the representations and warranties of the Issuer and the Guarantors to be set forth in the Definitive Note Documentation relating to organizational existence of the Issuer and the Guarantors; organizational power and authority (in each case, solely as to execution, delivery and performance of the applicable Definitive Note Documentation); due authorization, execution and delivery and enforceability of the applicable Definitive Note Documentation; no conflicts of the organizational documents of the Note Parties with the Definitive Note Documentation (limited to the execution, delivery and performance of the applicable Definitive Note Documentation, the incurrence of indebtedness thereunder and the granting of guarantees and security interests in respect thereof); the creation, validity and perfection of the security interest granted in the intended Collateral to be perfected (subject to permitted liens and except as provided above); solvency as of the Effective Date (after giving effect on a pro forma basis to the Transactions) of the Issuer and its subsidiaries on a consolidated basis (to be determined in a manner consistent with the solvency certificate attached hereto as Annex B); compliance of the Transactions with Federal Reserve margin regulations; use of proceeds not violating OFAC, the FCPA or the Patriot Act; and the Investment Company Act. | ||
Documentation Principles: | The definitive documentation for the First Lien Notes (the “Definitive Note Documentation”), which the Commitment Parties agree will be drafted by counsel to the Issuer, will contain the terms and conditions set forth in the Commitment Letter and be based upon and, except as expressly set forth herein (including, for the avoidance of doubt, Annex A hereto), substantially consistent with that certain Credit Agreement, dated as of October 1, 2021 (as amended, restated, supplemented or otherwise modified prior to the date of the Commitment Letter, the “Existing Bally’s Credit Agreement”), by and among Bally’s, as borrower, the other parties thereto, Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and the other financial institutions party thereto and shall be negotiated in good faith to finalize the Definitive Note Documentation as promptly as reasonably practicable and shall (x) include modifications necessary to reflect the nature of the First Lien Notes Facility as a notes facility rather than a credit agreement for loans, (y) include operational and agency provisions to reflect the reasonable guidelines and practices of the Notes Agent, and (z) contain tax gross up provisions with exceptions consistent with the Documentation Principles. |
Exhibit A-10
Representations and Warranties: | Consistent with the Documentation Principles. | |
Affirmative Covenants: | Consistent with the Documentation Principles; provided that the Issuer shall, in connection with the quarterly financial statements, deliver to the Note Agent (for further distribution to each Purchaser’s advisors that are subject to confidentiality provisions reasonably agreeable to the Issuer) and make available on a private data site for the Purchasers (i) a report setting forth covenant Consolidated EBITDA for the fiscal quarter most recently ended and (ii) a report setting forth the transactions utilizing any portion of the Shared Cap for the most recently ended fiscal quarter; provided further that, in the case of each report, the delivery of such reports to the Note Agent shall not create an obligation on the part of Bally’s to publicly disclose the contents of such reports. | |
Negative Covenants: | Consistent with the Documentation Principles; provided that the baskets set forth in the Existing Bally’s Credit Agreement described on Annex A hereto shall be modified as described on Annex A under the heading “Definitive Note Documentation”. | |
Events of Default: | Consistent with the Documentation Principles. | |
Financial Covenant: | Consistent with the Documentation Principles. | |
Amendments, Waivers and Assignments: | Customary for transactions of this type. | |
Governing Law and Forum: | New York. | |
Counsel to the Commitment Parties: | Paul, Weiss, Rifkind, Wharton & Garrison LLP. |
Exhibit A-11
ANNEX A
Basket / Threshold / Concept | Existing Bally’s Credit Agreement | Definitive Note Documentation |
Indebtedness (§10.01) | ||
Ratio Debt (§10.1(t)) | Shared Fixed Incremental Amount is the greater of (x) $650.0 million and (y) 100% of EBITDA | $150.0 million; provided that such amount shall be reduced on a dollar for dollar basis by any Indebtedness (other than the First Lien Notes) incurred under the Shared Fixed Incremental Amount of the Existing Bally’s Credit Agreement from March 31, 2024 to the Effective Date. |
Ratio Incurrence Based Amounts are (i) if secured, CTSNLR ≤ 3.5x; (ii) if unsecured, FCCR ≥ 2x
|
Ratio Incurrence Based Amounts are (i) if secured, CTSNLR ≤ 2.5x; (ii) if unsecured, FCCR ≥ 2x
| |
Liens (§10.02) | ||
General Liens (§10.02(l)) | Greater of (x) $204.0 million and (y) 32.5% of Consolidated EBITDA | Same, provided that, for the avoidance of doubt, such liens shall not be pari passu with the liens securing the First Lien Notes. |
Investments (§10.04) | ||
Ratio Investments (§10.04(m)) | CTNLR ≤ 4.90x | CTNLR ≤ 4.25x |
Restricted Payments (§10.06) | ||
Ratio RP (§10.06(k)) | CTNLR ≤ 4.50x | CTNLR ≤ 4.25x |
RDPs (§10.09) | ||
Ratio RDPs (§10.09(a)(iii)) | CTNLR ≤ 4.75x | CTNLR ≤ 4.25x |
Asset Sales (§10.05) and Mandatory Prepayments (§2.10) |
Annex A-1
Basket / Threshold / Concept | Existing Bally’s Credit Agreement | Definitive Note Documentation |
Twin River Casino | Twin River Casino specifically carved-out of the asset sale basket Section 10.05(c) of the Existing Bally’s Credit Agreement |
Remove exclusion so that Twin River Casino may be sold subject to compliance with the requirements set forth in the provisos in Section 10.05(c) of the Existing Bally’s Credit Agreement.
Proceeds of any such asset sale (the “Specified Proceeds”) required to be applied to pay down First Lien Notes to the same extent proceeds are also required to pay down term loans outstanding under the Existing Bally’s Credit Agreement (or any refinancing, replacement, modification or extension thereof, including in the form of debt other than term loans) (together with the Existing Bally’s Credit Agreement, the “First Lien Credit Facility”); provided, however, that the First Lien Notes shall also share ratably with the First Lien Credit Facility in any and all other distributions or transfers of value (whether in cash, in kind or in any other form) resulting from, or made in connection with, the sale of Twin River Casino and/or the Specified Proceeds (other than the Excluded Amendment Fee, if any).
As used herein, “Excluded Amendment Fee” means any increase in interest rate margin and/or payment of a fee that in the aggregate is equal to or less than 2.00% of the loans outstanding under the First Lien Credit Facility, with the payment of any such fee equated to the interest rate margin on an assumed four-year average life (with no present value discount) (i.e., 1.00% of fee equating to 0.25% of interest rate margin). |
Annex A-2
Basket / Threshold / Concept | Existing Bally’s Credit Agreement | Definitive Note Documentation |
For the avoidance of doubt, the holders of First Lien Notes and lenders under the First Lien Credit Facility shall receive ratable distributions of value (based on the percentage of total first lien debt held by such party) from the asset sale, taking into account all payments and distributions related to such sale (including any fees (including consent or amendment fees), expenses or other economic benefits) other than the Excluded Amendment Fee, if any.
The Definitive Note Documentation shall include a MFN on any amendments, waivers, consents or other modifications to the Existing Bally’s Credit Agreement that are entered into in connection with the allowance of the sale of Twin River Casino and/or treatment or application of the Specified Proceeds that are favorable to the lenders (other than, for the avoidance of doubt, those specifically related to any Excluded Amendment Fee). | ||
Kansas City and Shreveport | Proceeds are subject to asset sale sweep | No later than 30 days after the receipt of net proceeds from the contemplated sales of Kansas City or Shreveport, such proceeds shall be used to reduce the outstanding balance of the RCF. |
Annex A-3
Basket / Threshold / Concept | Existing Bally’s Credit Agreement | Definitive Note Documentation |
Sale of Assets Covenant | Neither Borrower nor any Restricted Subsidiary will wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the applicable Security Documents)), or convey, sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of any substantial part of its business, property or assets, except for: | Neither Borrower nor any Restricted Subsidiary will wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation (other than solely to change the jurisdiction of organization or type of organization (to the extent in compliance with the applicable provisions of the applicable Security Documents)), or convey, sell, lease or sublease (as lessor or sublessor), transfer or otherwise dispose of any part of its business, property or assets, except for: |
Miscellaneous | ||
PetSmart/Chewy Blocker | N/A |
To include and cover (i) domestic subsidiaries that become subsidiaries of foreign subsidiaries and (ii) guarantors that become non-wholly owned, in each case, absent a bona fide business purpose.
Bona fide business purpose will be defined in the First Lien Notes Agreement as any bona fide business purposes as determined by the Issuer acting in good faith and in any event to include accommodations for the ongoing and future development of casinos, such as Chicago, and shall further include (a) the sale or issuance of equity or equity-linked securities to bona fide third parties (including an issuance for less than fair market value) in connection with obtaining or retaining a gaming license, or the right or ability to purchase, build, develop, manage or operate a casino or other gaming properties for regulatory or political reasons, as determined by the Issuer in good faith, (b) the release of guarantees from entities designated as unrestricted subsidiaries for a bona fide business purpose (which shall include incurrence of financing or sale of minority interests for licensing, acquisition, project financing or development purposes) and (c) bona fide joint ventures with third parties. |
Annex A-4
Basket / Threshold / Concept | Existing Bally’s Credit Agreement | Definitive Note Documentation |
J-Crew | N/A | To include and to cover material IP, material gaming licenses and material gaming properties (other than with respect to investments of an entire casino permitted under the Definitive Note Documentation) |
CNI / Consolidated EBITDA |
1. 25% aggregate cap for cost savings, operating expense reductions and synergies (Consolidated EBITDA)
2. Unlimited management fees are included in Consolidated EBITDA by virtue of their inclusion in the definition of CNI (CNI / Consolidated EBITDA) |
1. 10%
2. Dividends, distributions or other payments (including management fees) from Unrestricted Subsidiaries included in the calculation of CNI and Consolidated EBITDA shall not exceed $63 million in any Test Period. |
Definition of Available Amount | Existing clause (c) |
Replace clause (c) with the following:
(i) to the extent that any Unrestricted Subsidiary of the Borrower is redesignated as a Restricted Subsidiary after March 31, 2024, the fair market value of the Borrower’s (or a Restricted Subsidiary’s) investment in such Subsidiary as of the date of such redesignation, and (ii) 100% of any dividends or distributions received in cash and 100% of the fair market value of any property received in any such dividend or distribution by the Borrower or a Restricted Subsidiary of the Borrower after March 31, 2024 from an Unrestricted Subsidiary of the Borrower; plus |
Annex A-5
Basket / Threshold / Concept | Existing Bally’s Credit Agreement | Definitive Note Documentation |
All references within the definition of “Available Amount” to the “Closing Date” shall be replaced with “March 31, 2024”.
For the avoidance of doubt, any increases or decreases to Available Amount as a result of any subclause thereof (i) shall not result in a corresponding increase or decrease or other change to any Fixed Amounts provisions and (ii) shall increase or decrease Available Amount pursuant to one subclause thereof without duplication. | ||
Aggregate Investment, Restricted Payment and RDP Cap | N/A |
Notwithstanding anything to the contrary above, the sum of:
(A) $300.0 million, plus
(B) any amounts accruing after the Effective Date pursuant to clause (b) of the definition of Available Amount;
(C) any amounts accruing after March 31, 2024 pursuant to clause (c) of the definition of Available Amount, after giving effect to the modifications described above, plus |
Annex A-6
Basket / Threshold / Concept | Existing Bally’s Credit Agreement | Definitive Note Documentation |
(D) any amounts accruing after March 31, 2024 pursuant to clauses (d), (e), (f) and (g) of the definition of Available Amount, plus
(E) any amounts accruing on or after the Effective Date pursuant to clause (h) of the definition of Available Amount,
shall be the aggregate limit (as reduced to the extent described below, the “Shared Cap”) for the following:
(i) Investments made under baskets that parallel Section 10.04(d)(other than Investments made by Credit Parties in other Credit Parties), (i) (other than Permitted Acquisitions of Persons that become Loan Parties), (k), (l), (s), (t) and (x) of the Existing Bally’s Credit Agreement;
(ii) Restricted Payments made under baskets that parallel Sections 10.06(i) and (j) of the Existing Bally’s Credit Agreement;
(iii) RDPs made under baskets that parallel Sections 10.09(a)(i) and (a)(ii) of the Existing Bally’s Credit Agreement; |
Annex A-7
Basket / Threshold / Concept | Existing Bally’s Credit Agreement | Definitive Note Documentation |
provided, however, that the Shared Cap shall be reduced dollar-for-dollar, by:
(x) any such Investments, Restricted Payments or RDPs referenced in (i), (ii) or (iii) above or any Investment, Restricted Payment or RDPs made under the Existing Bally’s Credit Agreement ratio-based baskets that would not be permitted under the reduced ratio based-baskets set forth in this Annex A made on or after March 31, 2024 and prior to the Effective Date, and
(y) the amount of any proceeds from revolving loans or balance sheet cash used by the Issuer to consummate the Transactions, excluding any such proceeds or cash used to pay any ticking fees relating to the First Lien Notes and up to $35 million of other fees and expenses relating to the Transactions.
For the avoidance of doubt, the consummation of the Transactions shall be permitted and shall not increase or decrease the Shared Cap (other than as set forth in (y) above).
To the extent the Shared Cap is increased by the contribution (whether as a result of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or from any other transaction that has the same effect) of publicly traded equity securities otherwise expected to be owned by an Unrestricted Subsidiary, the value assigned to such securities for purposes of calculating the Shared Cap shall be determined by multiplying the number of equity securities by the volume weighted average price per share over the 30 trading days immediately preceding such transfer or contribution, less a 15% discount. |
Annex A-8
FORM OF
SOLVENCY CERTIFICATE
[ ], 20[ ]
This Solvency Certificate is delivered pursuant to Section [ ] of the Note Purchase Agreement, dated as of [ ], 20[ ], among [ ] (the “Note Purchase Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Note Purchase Agreement.
The undersigned hereby certifies, solely in [his] [her] capacity as an officer of the Issuer and not in [his] [her] individual or personal capacity and without personal liability, as follows:
1. I am the [Chief Financial Officer] of the [Issuer]. I am familiar with the Transactions, and have reviewed the Note Purchase Agreement, financial statements referred to in Section [ ] of the Note Purchase Agreement and such documents and made such investigation as I have deemed relevant for the purposes of this Solvency Certificate.
2. As of the date hereof, immediately after giving effect to the consummation of the Transactions, on and as of such date (i) the fair value of the assets of the Issuer and its subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Issuer and its subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property of the Issuer and its subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of the Issuer and its subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Issuer and its subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Issuer and its subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Effective Date.
3. As of the date hereof, immediately after giving effect to the consummation of the Transactions, the Issuer does not intend to, and the Issuer does not believe that it or any of its subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such subsidiary and the timing and amounts of cash to be payable on or in respect of its debts or the debts of any such subsidiary.
This Solvency Certificate is being delivered by the undersigned officer only in [his] [her] capacity as [Chief Financial Officer] of the Issuer and not individually and the undersigned shall have no personal liability to the Notes Agent or the Purchaser with respect thereto.
[Remainder of Page Intentionally Left Blank]
Annex B-1
IN WITNESS WHEREOF, the undersigned has executed this Solvency Certificate on the date first written above.
[ ] | |||
By: | |||
Name: |
| ||
Title: | [Chief Financial Officer] |
Annex B-2
Exhibit (c)(ii)
Strictly confidential | © Macquarie Group Limited 1 Project Epsilon Presentation to Special Committee of Board of Directors July 24, 2024 PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS
Strictly confidential | © Macquarie Group Limited 2 Important Notice and Disclaimer “Macquarie Capital” refers to Macquarie Corporate Holdings Pty Limited and its worldwide direct and indirect subsidiaries. Macquarie Corporate Holdings Pty Limited is an indirect, wholly - owned subsidiary of Macquarie Group Limited. These materials have been prepared in connection with an oral presentation to, and for the information of, the Special Committee of the Board of Directors (the “Special Committee”) of Bally’s Corporation (“Bally’s” or the “Company”) in connection with its evaluation of a potential transaction involving the Company and Standard General L.P. (the “Transaction”), and were not prepared with a view toward complying with disclosure standards under federal, state or other securities laws. These materials may not be used for any other purpose or disclosed or distributed, in whole or in part, except as otherwise expressly permitted by Macquarie Capital. Financial and other data and information contained in these materials are based on management’s own internal estimates and projections with respect to, among other matters, the anticipated future financial condition, results of operations, plans, objectives, business and performance of the Company (which management has advised reflect the best currently available estimates and judgments of management) or from (or derived from) third - party sources or publicly available information. Without limiting the generality of the foregoing, no audit or responsibility for independent verification has been undertaken with respect to the financial assumptions, data, results, calculations and forecasts contained in, presented or referred to in these materials. Actual results may vary from those contained in these materials and such variations may be significant. None of Macquarie Capital, its affiliates or any of its and their respective employees, directors, officers, contractors, consultants, advisors, members, successors, representatives and agents (collectively, its “Representatives”) makes any representation or warranty, express or implied, as to the information utilized in these materials from third - party sources or that otherwise has been made available to Macquarie Capital (the accuracy and completeness of which has been assumed and relied upon by Macquarie Capital without independent verification) nor has Macquarie Capital or its Representatives acted on the Company’s or the Special Committee’s behalf or otherwise to independently verify any such information. Macquarie Capital and its Representatives assume no responsibility under any circumstances for losses or damages resulting from any such information or for any omissions from any such information. Neither Macquarie Capital nor any of its affiliates is an advisor as to regulatory, legal, tax or accounting matters. Any decision with respect to the Transaction should be based on such due diligence investigations and other inquiries and assessments, and on the advice of independent tax advisors, legal counsel and/or other advisors, as necessary or appropriate, including as to the economic, financial, regulatory, legal, tax, accounting or other implications of the Transaction. These materials do not constitute an offer to sell or a solicitation of an offer to buy any securities or to engage in any Transaction. Macquarie Capital and its affiliates may from time to time publish or express independent research views in respect of market and industry data, which may differ, in some cases materially, from market, industry or other data or assumptions included in these materials. These materials contain selected information and do not purport to contain all information that may be required or relevant in evaluating the Transaction. These materials outline certain matters for discussion and are not and should not be construed as a fairness opinion. The information contained in these materials is necessarily based on economic, market and other conditions existing, and information available, as of the date hereof unless otherwise noted and is subject to change. Macquarie Capital assumes no obligation to update, amend or supplement these materials or any information contained herein for any reason. Macquarie Capital is not an authorized deposit - taking institution for the purposes of the Banking Act 1959 (Commonwealth of Australia). The obligations of Macquarie Capital do not represent deposits or other liabilities of Macquarie Bank Limited ABN 46 008 583 542 (“MBL”). Any investments are subject to investment risk including possible delays in repayment and loss of income and principal invested. MBL does not guarantee or otherwise provide assurance in respect of the obligations of Macquarie Capital. © 2024 Macquarie Capital (USA) Inc. PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS
Strictly confidential | © Macquarie Group Limited 3 Executive Summary ● These materials summarize certain financial analyses of Macquarie Capital (USA) Inc. (“Macquarie Capital” or “we”) relating to the Company and the cash purchase price payable in the Company merger ● $18.25 per share (the “Per Share Price”) 72% implied premium to Bally’s unaffected closing stock price on 3/8/24 ($10.62) 69% implied premium to Bally’s unaffected 30 - day VWAP as of 3/8/24 ($10.77) Cash Price per Share ● Per Share Price implies a total lease adjusted enterprise value of approximately $5.9 billion and a total equity value of approximately $984 million Lease Adj. EV / LTM 3/31/24 EBITDAR Multiple: 9.2x Lease Adj. EV / 2024E EBITDAR Multiple (Management): 8.7x Lease Adj. EV / 2024E EBITDAR Multiple (Consensus): 8.8x Implied Financial Metrics (1) ● Debt Financing: $500 million Fully committed debt financing to be provided by lender ● Company Cash Amount: up to $160 million Company covenant related to using commercially reasonable efforts to have available the company cash amount Source of Funds ● Company termination fee of $11.1 million (1.5% of the Company’s equity value), payable under specified circumstances in cash ● Parent termination fee of $22.2 million (3.0% of the Company’s equity value), payable under specified circumstances in cash or stock at the election of Parent Termination Fee ● 12 months from signing Outside Date ● Requisite Company stockholder approval ● Antitrust and other regulatory approvals ● No Company material adverse effect Certain Closing Conditions Sources : Drafts, dated 7 / 24 / 2024 , of Agreement and Plan of Merger and Debt Commitment Letter . Bally’s projections per Bally’s management as of 7 / 16 / 2024 , Bally’s public filings, FactSet as of 7 / 23 / 2024 except as otherwise noted . ( 1 ) Per Bally’s Form 10 - Q as of 3 / 31 / 2024 and draft, dated 7 / 24 / 2024 , of Agreement and Plan of Merger as noted . Fully diluted shares outstanding calculated using treasury stock method and includes 40 . 6 million basic shares as of 7 / 23 / 2024 , 7 . 9 million Sinclair penny warrants, 3 . 3 million Sinclair performance warrants, 44 . 1 k MFK penny warrants, 8 . 6 k Telescope contingent shares and 2 . 1 million outstanding awards under equity incentive plans as of 7 / 23 / 2024 . Net debt, non - controlling interest, and lease liabilities per Bally’s Form 10 - Q as of 3 / 31 / 2024 . Consensus estimates as of Bally’s unaffected date . PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS
Strictly confidential | © Macquarie Group Limited 4 2028E 2027E 2026E 2025E 2024E 2023A ($ in millions) $2,230.3 $2,042.8 $1,718.1 $1,505.4 $1,435.4 $1,267.7 Attributable Net Revenues Casino & Resorts 582.8 489.2 403.3 309.2 208.9 112.6 North America Interactive 1,221.2 1,174.3 1,125.0 1,074.6 1,006.6 973.2 International Interactive $4,034.2 $3,706.3 $3,246.4 $2,889.2 $2,650.9 $2,353.6 Attributable Total Net Revenue 8.8% 14.2% 12.4% 9.0% 12.6% 5.5% YoY Growth $616.8 $561.8 $503.8 $459.3 $428.0 $418.6 Attributable Adj. EBITDAR Casino & Resorts 58.6 33.0 15.9 (6.6) (29.2) (55.7) North America Interactive 407.2 394.8 378.5 360.4 337.9 343.6 International Interactive (60.4) (58.3) (56.9) (55.2) (54.1) (63.8) Corporate $1,022.3 $931.4 $841.3 $757.9 $682.6 $642.8 Attributable Total Adj. EBITDAR 9.8% 10.7% 11.0% 11.0% 6.2% 7.5% YoY Growth 25.3% 25.1% 25.9% 26.2% 25.8% 27.3% % Margin $232.6 $229.2 $219.8 $197.9 $141.4 $126.2 Attributable Total Rent (1) $789.7 $702.2 $621.5 $560.0 $541.3 $516.6 Attributable Adj. EBITDA 12.5% 13.0% 11.0% 3.5% 4.8% (5.8%) YoY Growth 19.6% 18.9% 19.1% 19.4% 20.4% 21.9% % Margin $162.6 $262.0 $795.7 $673.2 $341.8 $615.7 Attributable Total Capex 4.0% 7.1% 24.5% 23.3% 12.9% 26.2% % of Net Revenue CAGR 23A - '28E 12.0% 38.9% 4.6% 11.4% 8.1% NA 3.5% (1.1%) 9.7% 13.0% 8.9% NA Bally’s Financial Summary Forecast prepared by Bally’s management and approved by both Bally’s Board of Directors and Special Committee on July 18, 2024 (“Management Projections”) • To calculate attributable financials, certain adjustments to the Management Projections (prepared on a consolidated basis) were provided by Bally’s management to reflect Bally’s 75% economic interest in the Chicago permanent site, 51% economic interest in the State College, Pennsylvania development project, and removal of Tropicana Las Vegas financial contribution (“Attributable Financials”) (please see page 14 for more detail) Bally’s Financial Summary Sources: Bally’s projections and related adjustments per Bally’s management as of 7/16/2024, public filings. Note: “NA” denotes not applicable. EBITDAR is defined as earnings before interest, taxes, depreciation, amortization, other non - recurring items, and rent (as applicable). (1) Includes attributable rent associated with Chicago facility. PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS
($ in millions, except per share data) Stock Price Adj. EBITDAR Adj. EBITDA Selected Equity Research Perspectives Selected Equity Research Reports (Pre - Standard General Proposal): 2024E 2025E 2026E Consensus Median Management Projections Source: Equity research reports. Notes: “NA” denotes not publicly available. Consensus estimates and consolidated management projections include 100% of economic interests in both Chicago and State College, Pennsylvania development project and exclude contribution from Tropicana Las Vegas project. 2026E 2025E 2024E 2026E 2025E 2024E Target ($) Rating Date of Report Broker NA $607 $546 NA $736 $673 $10.00 Neutral 2/21/2024 Broker 1 NA 581 554 NA 711 680 $9.00 Neutral 2/21/2024 Broker 2 NA 634 541 NA 763 667 $11.00 Neutral 2/22/2024 Broker 3 NA 621 555 NA 751 683 NA Buy 2/21/2024 Broker 4 678 604 533 812 735 660 $12.00 Neutral 2/21/2024 Broker 5 652 611 565 778 737 689 $15.00 Buy 2/23/2024 Broker 6 NA 604 546 NA 733 673 $14.00 Buy 2/21/2024 Broker 7 NA 617 565 NA 743 692 $9.00 Sell 2/23/2024 Broker 8 $665 $609 $550 $795 $737 $676 $11.00 Consensus Median $665 $610 $551 $795 $739 $677 $11.43 Consensus Mean Comparison Adj. EBITDAR ($ in millions) 8% 3% 1% $861 $795 $758 $737 $683 $676 PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS Strictly confidential | © Macquarie Group Limited 5
$9.68 $5.82 $6.87 $12.23 $7.28 $14.33 $9.00 $35.12 $19.76 $21.35 $34.00 $19.79 $15.84 $15.00 Financial Analyses Summary Sources: Bally’s projections and related adjustments per Bally’s management as of 7/16/2024, public filings, FactSet as of 7/23/2024 except as otherwise noted. Notes: Tropicana Las Vegas project reflected on standalone basis utilizing data from selected land - sale transactions for acreage not committed to Oakland Athletics (“A’s”) stadium development, net of lease liabilities of approximately $165 million per Bally’s Form 10 - K as of 12/31/2023. See page 12 for further details. Net debt, non - controlling interest, and lease liabilities per Bally’s Form 10 - Q as of 3/31/2024. Fully diluted shares outstanding calculated using treasury stock method and includes 40.6 million basic shares as of 7/23/2024, 7.9 million Sinclair penny warrants, 3.3 million Sinclair performance warrants, 44.1k MFK penny warrants, 8.6k Telescope contingent shares and 2.1 million outstanding awards under equity incentive plans as of 7/23/2024. (1) Assumes mid - year discounting convention; see appendix for further detail on WACC calculation. Discounted to 3/31/2024 present value date. (2) Does not include LTM Q1’24 Adj. EBITDAR contribution from Tropicana Las Vegas of approximately ($7.1m). (3) 3/8/2024 represents last full trading day prior to receipt of Standard General’s initial proposal on 3/11/2024. (4) Bally’s 30 - day VWAP of $10.77 per Bloomberg as of 3/8/2024. See page 16 for further details. Discounted Cash Flow Analysis (1) • 10.7% – 12.7% Discount Rate • 1.5% - 2.5% Perpetuity Growth Rate • 7.5x – 8.5x Adj. EBITDAR Terminal Value Multiple Selected Public Companies Analysis • 7.6x – 8.2x EV / 2024E Adj. EBITDAR ($683 million) • 6.4x – 7.5x EV / 2025E Adj. EBITDAR ($758 million) Selected Precedent Transactions Analysis • 7.8x – 8.8x EV / LTM Q1’24 Adj. EBITDAR • LTM Q1’24 Adj. EBITDAR of $651 million (2) Illustrative Sum - of - the - Parts • Based on selected public companies and selected precedent transactions for Bally’s segments • See page 15 for further details 52 - Week Trading as of Unaffected Date • Based on Bally’s high and low stock prices during prior 52 weeks as of 3/8/2024 (3) Implied Precedent Premia (4) • Based on percentage premium to 30 - day VWAP for selected minority take private transactions • 33% - 47% premium to Bally’s 30 - day VWAP stock price as of 3/8/2024 (3) Unaffected Stock Price Targets – Equity Research Analysts • Based on range of stock price targets of various equity research analysts as of 3/8/2024 Methodology $10.00 $5,505 $20.00 $6,044 $30.00 $6,583 $40.00 $7,123 Primary Informational Reference Only $0.00 Implied Lease Adj. Enterprise Value ($ millions) $4,965 Implied Lease Adj. EV / 2024E Adj. EBITDAR Multiple 7.3x Strictly confidential | © Macquarie Group Limited 6 8.1x 8.9x 9.6x 10.4x Per Share Price: $18.25 Implied Bally’s Equity Value per Share Reference Ranges PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS
$35.08 - $9.25 (2) $7,385 - (2) $5,992 - 2.5% 1.5% Perpetuity Growth Rate $26.82 - $6.58 6,939 - 5,848 - 8.5x 7.5x Lease Adj. EV / Adj. EBITDAR Terminal Value Multiple $30.95 - $7.91 $7,162 - $5,920 Discounted Cash Flow Analysis (excl. Las Vegas Tropicana) $4.17 - $1.76 225 - 95 Plus: Las Vegas Tropicana (3) $35.12 - $9.68 $7,387 - $6,015 Discounted Cash Flow Analysis (incl. Las Vegas Tropicana) Selected Public Companies Analysis $14.78 - $7.19 $5,598 - $5,188 - 8.2x 7.6x $683 Lease Adj. EV / 2024E Adj. EBITDAR $16.39 - $0.93 5,684 - 4,851 - 7.5x 6.4x 758 Lease Adj. EV / 2025E Adj. EBITDAR $15.59 - $4.06 $5,641 - $5,019 Selected Public Companies Analysis (excl. Las Vegas Tropicana) $4.17 - $1.76 225 - 95 Plus: Las Vegas Tropicana (3) $19.76 - $5.82 $5,866 - $5,114 Selected Public Companies Analysis (incl. Las Vegas Tropicana) Selected Precedent Transactions Analysis $17.17 - $5.11 $5,727 - $5,076 - 8.8x 7.8x $651 Lease Adj. EV / LTM Q1'24A Adjusted EBITDAR (excl. Las Vegas Tropicana) $4.17 - $1.76 225 - 95 Plus: Las Vegas Tropicana (3) $21.35 - $6.87 $5,952 - $5,171 Selected Precedent Transactions Analysis (incl. Las Vegas Tropicana) $34.00 - $12.23 $6,434 - $5,260 Illustrative Sum - of - the - Parts $15.84 - $14.33 $5,819 - $5,738 - 47% 33% Implied Precedent Premia (4) Implied Equity Value Implied Lease Adj. Financial Per Share Enterprise Value Metric Selected Range Reference Range Reference Range ($ in millions, except per share data) Discounted Cash Flow Analysis (1) WACC 10.7% - 12.7% Financial Analyses Summary (cont’d) Sources: Bally’s projections and related adjustments per Bally’s management as of 7/16/2024, public filings, Bloomberg, FactSet as of 7/23/2024. Notes: Net debt, non - controlling interest, and lease liabilities per Bally’s Form 10 - Q as of 3/31/2024. Fully diluted shares outstanding calculated using treasury stock method and includes 40.6 million basic shares as of 7/23/2024, 7.9 million Sinclair penny warrants, 3.3 million Sinclair performance warrants, 44.1k MFK penny warrants, 8.6k Telescope contingent shares and 2.1 million outstanding awards under equity incentive plans as of 7/23/2024. Does not include negative EBITDA contribution from Tropicana Las Vegas of approximately $4m - $30m per annum. (1) Assumes mid - year discounting convention; see appendix for further detail on WACC calculation. Discounted to 3/31/2024 present value date. (2) Reflects implied lease adj. enterprise value as implied by equity value reference range. (3) Tropicana Las Vegas project valued on standalone basis utilizing data from selected land - sale transactions acreage not committed to Oakland A’s stadium development, net of lease liabilities of approximately $165m per Bally's Form 10 - K as of 12/31/2023. See page 12 for further details. (4) Bally’s 30 - day VWAP of $10.77 per Bloomberg as of 3/8/2024. See page 16 for further details. Primary Strictly confidential | © Macquarie Group Limited 7 Informational Reference Only PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS
Discounted Cash Flow Analysis (Perpetuity Growth Rate) Discounted Cash Flow Methodology (1) Sensitivity – Implied Lease Adj. Enterprise Value (9) Sources: Bally’s projections and related adjustments per Bally’s management as of 7/16/2024, public filings. (1) Assumes mid - year discounting convention; see appendix for further detail on WACC calculation. Discounted to 3/31/2024 present value date. Reflects 75% economic interest in Chicago permanent site upon opening and 51% economic interest in State College, Pennsylvania development project. (2) Adjusted EBITDA includes attributable rent (interest expense) associated with Chicago facility. (3) Stock - based compensation treated as a cash expense. (4) Reflects Bally’s capex adjusted for Chicago IPO proceeds and other financing related items, including cash costs added back to EBITDA. (5) Calculated by applying 2.0% perpetuity growth rate to 2028E cash flows. (6) Excludes lease liabilities. (7) Per Bally's Form 10 - Q as of 3/31/2024. (8) Fully diluted shares outstanding calculated using treasury stock method and includes 40.6 million basic shares as of 7/23/2024, 7.9 million Sinclair penny warrants, 3.3 million Sinclair performance warrants, 44.1k MFK penny warrants, 8.6k Telescope contingent shares and 2.1 million outstanding awards under equity incentive plans as of 7/23/2024. (9) Includes lease liabilities per Bally's Form 10 - Q as of 3/31/2024, net of $165m of Tropicana Las Vegas lease liability and includes attributable portion of Chicago financing liabilities. ($ in millions, except per share data) 2023A 9 Mo. Ending Fiscal Year Ending December 31, 2024E 2025E 2026E 2027E 2028E Attributable Adjusted EBITDAR Attributable Adjusted EBITDA (2) ( - ) Chicago Cash Development Costs ( - ) D&A ( - ) SBC (3) $643 $517 $535 $425 (22) (219) (22) $758 $560 (28) (315) (25) $841 $621 (25) (341) (25) $931 $702 - - (352) (25) $1,022 $790 - - (319) (25) EBIT ( - ) Taxes at 22.0% $162 (36) $192 (42) $230 (51) $326 (72) $445 (98) NOPAT $126 $150 $180 $254 $347 319 352 341 315 219 (+) D&A (182) (188) (323) (247) (330) ( - ) Capital Expenditures, Net (4) - - - - - - - - - - (+/ - ) Change in NWC $485 $418 $198 $218 $15 Unlevered Free Cash Flow Perpetuity Growth Rate at Illustrative Midpoint NTM Cash Flow (2029) (5) Perpetuity Growth Rate $514 2.0% Terminal Value (x) Present Value Factor (11.7% WACC) $5,302 0.62 Present Value of Terminal Value $3,312 Terminal Value as % of Total Present Value 77.7% Sum - of - Present Value of Annual Cash Flows $953 Illustrative DCF at Midpoint (6) $4,265 ( - ) Net Debt + Non - Controlling Interest (7) Illustrative Implied Equity Value Fully Diluted Shares Outstanding (m) (8) (3,177) $1,087 53.9 Illustrative Implied Equity Value per Share $20.16 Perpetuity Growth Rate 1.5% 2.0% 2.5% 10.7% $6,904 $7,131 $7,385 11.7% 12.7% $6,402 $5,992 $6,580 $6,134 $6,777 $6,291 WACC Sensitivity – Implied Equity Value per Share Sensitivity – Implied Enterprise Value Rate Perpetuity Growth 2.5% 2.0% 1.5% $35.08 $30.37 $26.17 10.7% $23.82 $20.16 $16.87 11.7% $14.80 $11.89 $9.25 12.7% WACC Perpetuity Growth Rate 0.62 0.70 0.78 0.87 0.96 (x) Present Value Factor (11.7% WACC) $303 $291 $154 $190 $15 Present Value of Cash Flow 1.5% 2.0% 2.5% 10.7% $4,589 $4,815 $5,069 11.7% 12.7% $4,087 $3,676 $4,265 $3,819 $4,462 $3,975 WACC PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS Strictly confidential | © Macquarie Group Limited 8
$678 $555 $450 $390 $271 EBIT (pre Rent Expense) (149) (122) (99) (86) (60) ( - ) Taxes at 22.0% $529 $433 $351 $304 $212 NOPAT (pre Rent Expense) 319 352 341 315 219 (+) D&A (182) (188) (323) (247) (330) ( - ) Capital Expenditures, Net (3) - - - - - - - - - - (+/ - ) Change in NWC $667 $596 $369 $372 $101 Unlevered Free Cash Flow 0.62 0.70 0.78 0.87 0.96 (x) Present Value Factor (11.7% WACC) $416 $416 $288 $324 $97 Present Value of Cash Flow EBITDAR $1,022 Multiple Method at Illustrative Midpoint $1,541 Sum - of - Present Value of Annual Cash Flows $6,375 Illustrative DCF at Midpoint (3,177) ( - ) Net Debt + Non - Controlling Interest (4) (2,316) ( - ) Lease Liabilities (5) $882 Illustrative Implied Equity Value 53.9 Fully Diluted Shares Outstanding (m) (6) $16.35 Illustrative Implied Equity Value per Share ($ in millions, except per share data) 2023A 9 Mo. Ending Fiscal Year Ending December 31, 2024E 2025E 2026E 2027E 2028E Attributable Adjusted EBITDAR ( - ) Chicago Cash Development Costs ( - ) D&A ( - ) SBC (2) $643 $535 (22) (219) (22) $758 (28) (315) (25) $841 (25) (341) (25) $931 - - (352) (25) $1,022 - - (319) (25) (x) Terminal Multiple (Midpoint) 8.0x Terminal Value (x) Present Value Factor (11.7% WACC) $8,178 0.59 Present Value of Terminal Value $4,833 Terminal Value as % of Total Present Value 75.8% Discounted Cash Flow Analysis (Terminal Exit Multiple) Discounted Cash Flow Methodology (1) Sensitivity – Implied Lease Adj. Enterprise Value Sensitivity – Implied Equity Value per Share Sources: Bally’s projections and related adjustments per Bally’s management as of 7/16/2024, public filings. (1) Assumes mid - year discounting convention; see appendix for further detail on WACC calculation. Discounted to 3/31/2024 present value date. Reflects 75% economic interest in Chicago permanent site upon opening and 51% economic interest in State College, Pennsylvania development project. (2) Stock - based compensation treated as a cash expense. (3) Reflects Bally’s capex adjusted for Chicago IPO proceeds and other financing related items, including cash costs added back to EBITDA. (4) Per Bally's Form 10 - Q as of 3/31/2024. (5) Represents lease liabilities per Bally's Form 10 - Q as of 3/31/2024, net of $165m of Tropicana Las Vegas lease liability and includes attributable portion of Chicago financing liabilities. (6) Fully diluted shares outstanding calculated using treasury stock method and includes 40.6 million basic shares as of 7/23/2024, 7.9 million Sinclair penny warrants, 3.3 million Sinclair performance warrants, 44.1k MFK penny warrants, 8.6k Telescope contingent shares and 2.1 million outstanding awards under equity incentive plans as of 7/23/2024. 7.5x Terminal EBITDAR Multiple 8.0x 8.5x 10.7% $6,309 $6,624 $6,939 11.7% 12.7% $6,073 $5,848 $6,375 $6,137 $6,677 $6,427 WACC Terminal EBITDAR Multiple Strictly confidential | © Macquarie Group Limited 9 8.5x 8.0x 7.5x $26.82 $20.98 $15.13 10.7% $21.95 $16.35 $10.75 11.7% $17.31 $11.95 $6.58 12.7% WACC PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS
Strictly confidential | © Macquarie Group Limited 10 Selected Public Companies Selected Public Company Statistics Closing Sources: Public filings, equity research, FactSet as of 7/23/2024 except as otherwise noted, and Bally’s projections and related adjustments per Bally’s management as of 7/16/2024. Notes: Metrics other than 2024E and 2025E lease adjusted EV / Adj. EBITDAR, weighted average of median multiples and Bally’s multiples shown for informational reference. Applicable financials converted to USD using FX spot rate as of 7/23/2024. Market cap calculated using basic shares outstanding as of 7/23/2024 adjusted for equity incentive plans and in - the money equity options outstanding as of 3/31/2024 or as of 6/30/2024 (if available). Net debt, lease liabilities, financing obligations, non - controlling interest, equity investments, and cash and cash equivalents as of 3/31/2024 or as of 6/30/2024 (if available). (1) Reflects Bally’s unaffected stock price and market cap as of 3/8/2024. Multiples based on consensus estimates. (2) Weighted average based on projected 2024E and 2025E segment Adj. EBITDA contribution for casino & resorts and international interactive only, per Attributable Financials from Bally’s management. Lease Adj. EV / Adj. EBITDAR Lease Adj. Lease Enterprise Net Market Stock Price ($ in millions, except per share data) 2024E 2025E EV Adjustments Value Debt Debt Cap 7/23/2024 (1) Company 8.2x 7.5x $5,528 $1,403 $4,125 $3,563 $3,726 $561 $10.62 Bally's (Unaffected) (1) US Regional Gaming Operators 7.0x 6.9x $9,226 $796 $8,430 $2,614 $2,897 $5,816 $59.85 Boyd Gaming Corp 8.7x 8.0x 33,297 13,442 19,855 11,710 12,436 8,118 $36.78 Caesars Entertainment Inc 12.9x 11.3x 14,723 - - 14,723 4,813 4,963 10,557 $141.68 Churchill Downs, Inc 7.2x 7.0x 1,237 - - 1,237 269 674 967 $31.16 Golden Entertainment Inc 7.6x 7.4x 1,303 - - 1,303 (34) 6 1,337 $69.95 Monarch Casino & Resorts, Inc 10.0x 7.1x 628 - - 628 431 477 198 $5.42 Full House Resorts, Inc 10.1x 7.6x 13,456 8,684 4,772 1,895 2,798 2,964 $19.07 Penn Entertainment Inc 8.7x 7.4x Median International Interactive 5.6x 4.6x $2,154 - - $2,154 $1,814 $2,144 $384 $0.86 888 Holdings 4.7x 4.3x 1,549 - - 1,549 (98) 188 1,633 $11.44 Betsson AB 7.4x 7.0x 9,877 - - 9,877 3,815 4,333 5,445 $8.50 Entain plc 17.0x 13.3x 41,734 - - 41,734 5,535 6,888 36,032 $202.60 Flutter Entertainment plc 6.1x 5.3x 4,571 - - 4,571 1,328 2,213 3,196 $12.68 Lottomatica Group 6.6x 5.1x 1,592 - - 1,592 (314) 0 1,886 $3.73 Super Group Limited 6.3x 5.2x Median 7.6x 6.4x Weighted Average of Median Multiples (2) PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS
Selected Precedent Transactions Sources: Public filings, Berenberg equity research, and Bally’s projections and related adjustments per Bally’s management as of 7/16/2024. Note: Financials converted to USD using FX spot rate at time of announcement. Metrics other than LTM Adj. EBITDAR weighted average overall multiple shown for informational reference. (1) Weighted average international interactive multiple based on Bally’s 2023A international interactive segment EBITDA contribution from Japan market (approximately 30%) vs. other fully regulated markets (approximately 70%). For purposes of weighted average calculation, Japan market multiple rounded to 4.5x. (2) Weighted average overall multiple calculated based on Bally’s 2023A segment EBITDA contribution from casino & resorts (approximately 55%) and international interactive (approximately 45%) only, per Attributable Financials. Weighted average overall calculation considers US regional gaming operator median multiple and weighted average international interactive multiple. Selected Precedent Transactions Txn Value / LTM Transaction ($ in millions) Date LTM Adj. EBITDAR Adj. EBITDAR Value Announced Acquiror Target US Regional Gaming Operator (Multi - Asset) 10.5x $262 $2,750 Peninsula Pacific Entertainment Churchill Downs Incorporated Feb 2022 7.8x 50 385 Mountaineer, Cape Girardeau & Caruthersville Century Casinos / VICI Properties Jun 2019 8.9x 207 1,850 Tropicana Entertainment Eldorado Resorts, Inc / Gaming & Leisure Properties, Inc Apr 2018 8.6x 96 822 American Casino & Entertainment Golden Entertainment inc Jun 2017 8.8x 194 1,700 Isle of Capri Casinos, Inc Eldorado Resorts, Inc Sep 2016 8.3x 70 580 Affinity Gaming Z Capital Partners Aug 2016 8.7x Median 10.9x $254 $2,774 Kindred Group plc International Interactive Jan 2024 FDJ Group 8.6x 34 291 MaxBet Sep 2023 Flutter Entertainment plc 8.6x 36 306 Betflag SpA Nov 2022 Lottomatica Group 13.3x 46 607 LeoVegas May 2022 MGM Resorts International 10.0x 48 480 BetCity.nl Jun 2022 Entain plc 7.7x 280 2,163 Sisal Dec 2021 Flutter Entertainment plc 10.4x 52 542 Tombola Nov 2021 Flutter Entertainment plc 7.2x 362 2,602 William Hill plc (non - US Assets) Sep 2021 888 Holdings 9.3x Median 4.3x $41 $175 GVC (Turkey Segment) International Interactive (Grey Markets) Nov 2017 Ropso Malta Weighted Average International Interactive Multiple (1) 7.8x US Regional Gaming Operator (Multi - Asset), International Interactive & International Interactive (Grey Markets) Weighted Average Overall Multiple (2) 8.3x PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS Strictly confidential | © Macquarie Group Limited 11
7/23/2024, 7.9 million Sinclair penny warrants, 3.3 million Sinclair performance warrants, 44.1k MFK penny warrants, 8.6k Telescope contingent shares and 2.1 million outstanding awards under equity incentive plans as of 7/23/2024. Strictly confidential | © Macquarie Group Limited 12 Price per Acre ($m) Acres (in Actuals) Transaction Value ($m) Location Target Acquiror Date Announced ~$13 10 $125 Front of Strip, south of the Fountainebleau LVCVA Flag Luxury Group Mar 2023 ~7 13 93 Southern end of Strip, near Mandalay Bay MGM Resorts Three Affiliated Tribes Dec 2022 ~8 10 75 Corner of Las Vegas Blvd & Convention Center Dr Undisclosed Siegel Group May 2022 ~14 25 350 Fontainebleau Steve Witkoff Jeffrey Soffer & Koch Industries Feb 2021 ~9 38 336 Across from Wynn Las Vegas Undisclosed Wynn Resorts Dec 2017 ~24 25 600 Fontainebleau Carl Icahn Steve Witkoff Aug 2017 ~$11 Median 35 Acreage Assumptions Las Vegas Tropicana Property (Total Acres) (9) ( - ) Acres Committed to Oakland A's Stadium Site 26 Uncommitted Las Vegas Tropicana Acres High Low Implied Land Valuations 26 26 Uncommitted Las Vegas Tropicana Acres $15 $10 (x) Assumed Price per Acre ($m) $390 $260 Implied Land Sale Value of Available Acres (165) (165) ( - ) Lease Liability ($m) (1) $225 $95 Implied Land Sale Value of Available Acres 53.9 53.9 (/) Fully Diluted Shares Outstanding (m) (2) $4.17 $1.76 Implied Equity Value per Share Selected Precedent Land - Sale Transactions (Tropicana Las Vegas Attributable Land Value) Sources: Public filings, press releases. Notes: (1) Tropicana Las Vegas lease liabilities per Bally's Form 10 - K as of 12/31/2023. (2) Fully diluted shares outstanding calculated using treasury stock method and includes 40.6 million basic shares as of PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS
Strictly confidential | © Macquarie Group Limited 13 APPENDIX Supplemental Information PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS
Financial Reconciliation (Reconciliation from Management Projections to Attributable Financials) Sources: Bally’s projections and related adjustments per Bally’s management as of 7/16/2024, public filings. Note: “NA” denotes not applicable. (1) Reflects non - controlling interest adjustments for Chicago and State College, Pennsylvania development projects and Tropicana Las Vegas contribution. (2) Includes attributable rent (interest expense) associated with Chicago facility. CAGR 23A - '28E 2028E 2027E 2026E 2025E 2024E 2023A ($ in millions) 12.2% $4,345.7 $3,963.9 $3,352.3 $2,889.2 $2,671.8 $2,449.1 Consolidated Net Revenues: (311.5) (257.6) (105.9) - - (20.9) (95.5) Less: Adjustment for Non - Controlling Interests and Tropicana LV (1) 11.4% $4,034.2 $3,706.3 $3,246.4 $2,889.2 $2,650.9 $2,353.6 Attributable Net Revenue 8.8% 14.2% 12.4% 9.0% 12.6% 5.5% YoY Growth 10.9% $1,093.6 $984.8 $861.0 $757.9 $682.6 $653.2 Consolidated EBITDAR: (71.3) (53.4) (19.7) - - - - (10.4) Less: Adjustment for Non - Controlling Interests and Tropicana LV (1) 9.7% $1,022.3 $931.4 $841.3 $757.9 $682.6 $642.8 Attributable EBITDAR 9.8% 10.7% 11.0% 11.0% 6.2% 7.5% YoY Growth 25.3% 25.1% 25.9% 26.2% 25.8% 27.3% % Margin 14.4% $273.5 $269.4 $257.4 $211.8 $155.1 $139.8 Consolidated Rent: (2) (40.9) (40.2) (37.6) (13.9) (13.7) (13.6) Less: Adjustment for Non - Controlling Interests and Tropicana LV (1) 13.0% $232.6 $229.2 $219.8 $197.9 $141.4 $126.2 Attributable Rent 8.9% $789.7 $702.2 $621.5 $560.0 $541.3 $516.6 Attributable Adj. EBITDA 12.5% 13.0% 11.0% 3.5% 4.8% (5.8%) YoY Growth 19.6% 18.9% 19.1% 19.4% 20.4% 21.9% % Margin $162.6 $262.0 $795.7 $673.2 $395.7 $618.8 Consolidated Capex: - - - - - - - - (53.9) (3.1) Less: Adjustment for Non - Controlling Interests and Tropicana LV (1) NA $162.6 $262.0 $795.7 $673.2 $341.8 $615.7 Attributable Capex 4.0% 7.1% 24.5% 23.3% 12.9% 26.2% % of Net Revenue Strictly confidential | © Macquarie Group Limited 14 PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS
Strictly confidential | © Macquarie Group Limited 15 Illustrative Sum - of - the - Parts (Informational Reference Only; Selected Trading Multiples and Precedents) Sources: Bally’s projections and related adjustments per Bally’s management as of 7/16/2024, public filings, FactSet as of 7/23/2024. (1) Represents implied reference range utilizing DCF methodology on both perpetuity growth and terminal Adj. EBITDAR exit multiple basis. Reflects 75% economic interest in Chicago permanent site upon opening and 51% economic interest in State College, Pennsylvania development project. (2) Represents implied reference range of Tropicana project utilizing data from selected land - sale transactions for acreage not committed to Oakland A’s stadium development, net of lease liabilities of approximately $165m per Bally's Form 10 - K as of 12/31/2023. See page 12 for further details. (3) Per Bally's Form 10 - Q as of 3/31/2024. (4) Represents lease liabilities per Bally's Form 10 - Q as of 3/31/2024, net of $165m of Tropicana Las Vegas lease liability and $200m of Chicago financing obligations. (5) Fully diluted shares outstanding calculated using treasury stock method and includes 40.6 million basic shares as of 7/23/2024, 7.9 million Sinclair penny warrants, 3.3 million Sinclair performance warrants, 44.1k MFK penny warrants, 8.6k Telescope contingent shares and 2.1 million outstanding awards under equity incentive plans as of 7/23/2024. Implied Lease Adj. Enterprise Value Reference Range Selected Multiple Range Financial Metric ($ in millions, except per share data) Casino & Resorts $3,187 - $2,794 - 8.1x 7.1x $393 Lease Adj. EV / 2024E Adj. EBITDAR $3,190 - $2,786 - 7.9x 6.9x $404 Lease Adj. EV / 2025E Adj. EBITDAR $3,189 - $2,790 Selected Public Companies Analysis $3,787 - $3,374 - 9.2x 8.2x $413 Selected Precedent Transactions Analysis (Lease Adj. EV / Adj. EBITDAR) $3,488 - $3,082 US Casino & Resorts Value (Excl. Chicago, State College, & Las Vegas) $268 - $59 Plus: Chicago and State College, Pennsylvania Value (1) $225 - $95 Plus: Las Vegas Tropicana Value (2) $3,981 - $3,236 Total Implied US Casino & Resorts Value International Interactive $2,129 - $1,791 - 6.3x 5.3x $338 Lease Adj. EV / 2024E Adj. EBITDAR $1,982 - $1,622 - 5.5x 4.5x $360 Lease Adj. EV / 2025E Adj. EBITDAR $2,056 - $1,706 Selected Public Companies Analysis $2,865 - $2,521 - 8.3x 7.3x $347 Selected Precedent Transactions Analysis (Lease Adj. EV / Adj. EBITDAR) $2,460 - $2,114 Total Implied International Interactive Value North America Interactive $706 - $497 - 3.4x 2.4x $209 Lease Adj. EV / 2024E Revenue $935 - $626 - 3.0x 2.0x $309 Lease Adj. EV / 2025E Revenue $821 - $561 Selected Public Companies Analysis $389 - $259 - 3.0x 2.0x $130 Selected Precedent Transactions Analysis (Lease Adj. EV / Revenue) $605 - $410 Total Implied North America Interactive Value $7,046 - $5,760 - 10.0x 8.2x $705 Implied Consolidated Lease Adj. Enterprise Value (Adj. EBITDAR - Pre - Corporate) ($612) - ($500) - 10.0x 8.2x ($61) Total Implied Corporate (Adj. EBITDAR) $6,434 - $5,260 - 10.0x 8.2x $644 Implied Consolidated Lease Adj. Enterprise Value (Adj. EBITDAR) (3,177) (3,177) Less: Net Debt + Non - Controlling Interest (3) (1,423) (1,423) Less: Lease Liabilities (4) $1,834 - $659 Implied Equity Value 53.9 53.9 Fully Diluted Shares Outstanding (m) (5) $34.00 - $12.23 Implied Equity Value per Share PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS
Implied Selected Precedent Premia (Informational Reference Only) Source: FactSet. (1) Includes transactions announced since 2010 for North American companies with greater than $100 million in enterprise value, excluding master limited partnership and real estate transactions. Includes transactions with both stock and cash consideration. Represents transactions in which a stockholder (10% to 50% ownership) acquired outstanding public stock. (2) Includes transactions announced since 2019 for North American transactions with greater than $100 million in enterprise value, excluding master limited partnership and real estate transactions. Includes transactions with both stock and cash consideration. Shown for informational reference. Implied Premia to 30 - Day VWAP: Minority Take Private Transactions (1) For Reference: Implied Premia to 30 - Day VWAP: All Transactions (2) Summary Statistics 30 - Day VWAP Premia Transaction Count 30 Summary Statistics 30 - Day VWAP Premia Transaction Count 356 36% 47% Median Mean 33% Strictly confidential | © Macquarie Group Limited 16 47% Median Mean PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS
Strictly confidential | © Macquarie Group Limited 17 US Regional Gaming Operators Estimated Weighted Average Cost of Capital Estimated Cost of Equity and Debt 14.9% Estimated Cost of Equity 1.73 Re - Levered Beta (1) 68.8% Equity / Total Capitalization Ratio 5.0% Equity Market Risk Premium (2) 5.9% Estimated After - Tax Cost of Debt 8.7% Beta Adjusted Equity Market Risk Premium 31.2% Debt / Total Capitalization Ratio 4.3% Risk - Free Rate (US 10 - Year Treasury Rate) (3) 2.0% Size Premium (4) 14.9% Estimated Cost of Equity 7.6% Pre - Tax Cost of Debt (5) 22.0% Applicable Tax Rate 12.1% Weighted Average Cost of Capital 5.9% Estimated After - Tax Cost of Debt International Interactive Estimated Weighted Average Cost of Capital Estimated Cost of Equity and Debt 12.0% Estimated Cost of Equity 1.14 Re - Levered Beta (1) 78.7% Equity / Total Capitalization Ratio 5.0% Equity Market Risk Premium (2) 5.9% Estimated After - Tax Cost of Debt 5.7% Beta Adjusted Equity Market Risk Premium 21.3% Debt / Total Capitalization Ratio 4.3% Risk - Free Rate (US 10 - Year Treasury Rate) (3) 2.0% Size Premium (4) 12.0% Estimated Cost of Equity 7.6% Pre - Tax Cost of Debt (5) 22.0% Applicable Tax Rate 10.7% Weighted Average Cost of Capital 5.9% Estimated After - Tax Cost of Debt US Online B2C Operators (6) Estimated Weighted Average Cost of Capital Estimated Cost of Equity and Debt 16.7% Estimated Cost of Equity 2.08 Re - Levered Beta (1) 100.0% Equity / Total Capitalization Ratio 5.0% Equity Market Risk Premium (2) -- % Estimated After - Tax Cost of Debt 10.4% Beta Adjusted Equity Market Risk Premium -- % Debt / Total Capitalization Ratio 4.3% Risk - Free Rate (US 10 - Year Treasury Rate) (3) 2.0% Size Premium (4) 16.7% Estimated Cost of Equity -- % Pre - Tax Cost of Debt (5) 22.0% Applicable Tax Rate 16.7% Weighted Average Cost of Capital -- % Estimated After - Tax Cost of Debt 11.7% Combined Weighted Average Cost of Capital Weighted Average Cost of Capital Calculation Sources: Public filings, Kroll, FactSet and Bloomberg as of 7/23/2024. (1) Levered Beta = Unlevered Beta x [1 + (1 – Tax Rate)(Debt / Equity)]; unlevered beta and debt / equity based on median of selected public companies. (2) Based on Kroll US equity risk premium as of 6/6/2024. (3) Based on US 10 - year treasury rate per Bloomberg. (4) Based on Kroll CRSP size premiums as of 12/31/2023. Reflects low cap decile. (5) Based on Advantage Data. Reflects B2 issuance index based on credit ratings of selected public companies. (6) Included in WACC for Company’s positive EBITDAR contribution from North America interactive business post - 2025E. PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS
PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS Strictly confidential | © Macquarie Group Limited 18
Exhibit (c)(iii)
Strictly confidential | © Macquarie Group Limited 1 Project Ruby Discussion Materials for Special Committee of Board of Directors July 23, 2024 PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS
Strictly confidential | © Macquarie Group Limited 2 Important Notice and Disclaimer “Macquarie Capital” refers to Macquarie Corporate Holdings Pty Limited and its worldwide direct and indirect subsidiaries. Macquarie Corporate Holdings Pty Limited is an indirect, wholly - owned subsidiary of Macquarie Group Limited. These materials have been prepared in connection with an oral presentation to, and for the information of, the Special Committee of the Board of Directors (the “Special Committee”) of Bally’s Corporation (“Bally’s” or the “Company”) in connection with its evaluation of a potential transaction involving the Company and Standard General L.P. (the “Transaction”), and were not prepared with a view toward complying with disclosure standards under federal, state or other securities laws. These materials may not be used for any other purpose or disclosed or distributed, in whole or in part, except as otherwise expressly permitted by Macquarie Capital. Financial and other data and information contained in these materials are based on management’s own internal estimates and projections with respect to, among other matters, the anticipated future financial condition, results of operations, plans, objectives, business and performance of the Company (which management has advised reflect the best currently available estimates and judgments of management) or from (or derived from) third - party sources or publicly available information. Without limiting the generality of the foregoing, no audit or responsibility for independent verification has been undertaken with respect to the financial assumptions, data, results, calculations and forecasts contained in, presented or referred to in these materials. Actual results may vary from those contained in these materials and such variations may be significant. None of Macquarie Capital, its affiliates or any of its and their respective employees, directors, officers, contractors, consultants, advisors, members, successors, representatives and agents (collectively, its “Representatives”) makes any representation or warranty, express or implied, as to the information utilized in these materials from third - party sources or that otherwise has been made available to Macquarie Capital (the accuracy and completeness of which has been assumed and relied upon by Macquarie Capital without independent verification) nor has Macquarie Capital or its Representatives acted on the Company’s or the Special Committee’s behalf or otherwise to independently verify any such information. Macquarie Capital and its Representatives assume no responsibility under any circumstances for losses or damages resulting from any such information or for any omissions from any such information. Neither Macquarie Capital nor any of its affiliates is an advisor as to regulatory, legal, tax or accounting matters. Any decision with respect to the Transaction should be based on such due diligence investigations and other inquiries and assessments, and on the advice of independent tax advisors, legal counsel and/or other advisors, as necessary or appropriate, including as to the economic, financial, regulatory, legal, tax, accounting or other implications of the Transaction. These materials do not constitute an offer to sell or a solicitation of an offer to buy any securities or to engage in any Transaction. Macquarie Capital and its affiliates may from time to time publish or express independent research views in respect of market and industry data, which may differ, in some cases materially, from market, industry or other data or assumptions included in these materials. These materials contain selected information and do not purport to contain all information that may be required or relevant in evaluating the Transaction. These materials outline certain matters for discussion and are not and should not be construed as a fairness opinion. The information contained in these materials is necessarily based on economic, market and other conditions existing, and information available, as of the date hereof unless otherwise noted and is subject to change. Macquarie Capital assumes no obligation to update, amend or supplement these materials or any information contained herein for any reason. Macquarie Capital is not an authorized deposit - taking institution for the purposes of the Banking Act 1959 (Commonwealth of Australia). The obligations of Macquarie Capital do not represent deposits or other liabilities of Macquarie Bank Limited ABN 46 008 583 542 (“MBL”). Any investments are subject to investment risk including possible delays in repayment and loss of income and principal invested. MBL does not guarantee or otherwise provide assurance in respect of the obligations of Macquarie Capital. © 2024 Macquarie Capital (USA) Inc. PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS
Illustrative Net Debt Illustrative Net Debt $130 $120 $110 $100 $90 $130 $120 $110 $100 $90 $375 $385 $395 $405 $415 $45 $118 $128 $138 $148 $158 $45 $403 $413 $423 $433 $443 $50 si n o D A $145 $155 $165 $175 $185 $50 $430 $440 $450 $460 $470 $55 C a E BI T $173 $183 $193 $203 $213 $55 $458 $468 $478 $488 $498 $60 ti v e n t $200 $210 $220 $230 $240 $60 $485 $495 $505 $515 $525 $65 t ra g m e $228 $238 $248 $258 $268 $65 $513 $523 $533 $543 $553 $70 Ill u s S e $255 $265 $275 $285 $295 $70 $540 $550 $560 $570 $580 $75 $283 $293 $303 $313 $323 $75 Illustrative Sensitivity ($ in millions) Core QC&E Equity Value Illustrative Casino Segment EBITDA Standard General’s Proposal Queen Casino & Entertainment (“QC&E”) Sources: Standard General, Project Ruby virtual data room, public filings and management, S&P Capital IQ. 2 1 PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS Illustrative Considerations: 1 1 . Partial run - rate EBITDA contribution from Belle of Baton Rouge and The Queen Marquette given mid - year expected opening 2 2 . Does not include corporate segment EBITDA contribution (corporate overhead) 3 3 . Ongoing litigation with potential for future settlement payments 4 4 . Incremental QC&E capex spend required for completion of development projects 3 4 Strictly confidential | © Macquarie Group Limited 3 Total QC&E Equity Value
5.2x Strictly confidential | © Macquarie Group Limited 4 6.0x 6.4x 4.4x 4.1x 6.4x 7.3x 5.5x 6.6x 8.1x 6.3x 5.6x 6.4x Illustrative Selected OpCo Precedent Transactions Source: Public filings. Notes: Financials converted to USD using FX spot rate at time of announcement. (1) Based on MGM Resorts International's acquisition of 50% stake in Borgata. (2) Net purchase price includes $65 million of assumed Tropicana cash at anticipated Q4 2018 closing. (3) Reflects estimated EBITDA in first year after closing. Illustrative Selected Gaming OpCo Precedent Transactions ($ in millions) Date TEV EBITDA Aug - 22 Jun - 22 Dec - 20 Oct - 20 Jun - 19 Apr - 19 Nov - 18 Jun - 18 Apr - 18 Apr - 18 Dec - 17 May - 16 Mar - 16 $56 $450 $250 $140 $107 $187 $300 $115 $640 $275 $575 $625 $138 ~$11 $75 $39 $32 $26 $29 $41 $21 $97 $34 $92 $112 $22 Penn National / Greektown Casino - Hotel Eldorado Resorts (2) / Tropicana Entertainment Caesars Southern Indiana / Eastern Band of Cherokee Indians (3) Tropicana Evansville / Twin River Gold Strike Tunica / Cherokee Nation Businesses Hard Rock Rocksino / MGM Resorts Pinnacle Entertainment (4 Casinos) / Boyd Gaming The Borgata / MGM Resorts (1) The Meadows / Pinnacle Entertainment Median: 6.3x Penn Entertainment / Margaritaville Resort Casino (Bossier City, LA) Hard Rock International / JACK Cincinnati Casino Century Casinos / Isle Cape Girardeau, Lady Luck Caruthersville & Mountaineer PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS Rocky Gap Casino Resort / Century Casinos
PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS Strictly confidential | © Macquarie Group Limited 5
Exhibit (c)(iv)
Strictly confidential | © Macquarie Group Limited 1 Discu s s i on M a t er i als Project Epsilon J u ly 1 9 , 2024 PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS
Illustrative Sources & Uses Sensitivity Estimated ~$200 million of required revolver availability at closing assuming no rollover shareholders Source: Public Filings, Standard General. (1) As of April 26, 2024, per Bally's 10 - Q. (2) Standard General shares, estimated equity incentive plan vesting and illustrative fees, expenses taxes per Standard General sources and uses presentation received on July 15, 2024. (3) Estimated based on Gamesys shares held at time of Bally's acquisition and converted to Bally's shares at an exchange ratio of 0.343. Estimated "Offered Shareholders" S h ar e s i n m i lli o ns as o f Mar ch 31 , 202 4 Shares Basic Shares Outstanding (1) 40.5 Illustrative Sources & Uses Sensitivity at $18.25 Per Share Price $ i n m i lli o ns , e x ce p t p e r s h ar e dat a L e ss : S t a n da r d G e n e r al S h a r e s (2) L e ss : S inc lair W a r r a n t s L e ss : E qu ity In c e n t i v e P lan P lu s : E s ti m a t e d E IP V e s t in g (2) (10.6) (11.2) (1.6) 0.5 T ota l O ff e red Sha r eh o l de r s 30.5 30% 25% 20% 15% 10% 5% -- Percent of Offered Shareholders that Elect to Roll 11.2 S inclair W a r ra n ts 1.6 O ut s ta n d i ng Aw a r ds und e r E IP 21.3 22.9 24.4 25.9 27.4 28.9 30.5 Implied Shares Receiving Cash Consideration 0.1 Other Warrants and Contingent Shares 53.3 Fu l ly Di l uted Sha r es O utsta n d i ng 16% 5.0 No e l Ha y d e n 7% 2.1 A ndr e w Di x on 4% 1.3 R ob i n T ombs 2% 0.5 Micha e l M e e 1% 0.3 L e e F e nton 30% 9.1 Total K ey Epsil o n Sh areh o l de r s ( 3 ) S h ar e s i n m i lli o ns % of Sha r e s O ff e r e d SHs 9.1 7.6 6.1 4.6 3.0 1.5 -- Im p lied R o ll o ver S h ares $389 $417 $445 $473 $500 $528 $556 Total Cash Consideration to Shareholders @ $18.25 108 108 108 108 108 108 108 P lu s : Re f i na n c e d Ca s ino Q u ee n D e bt 34 34 34 34 34 34 34 P lu s : I l lu s tra t i v e Es ti m a t e d F e e s , Ex p e n s e s , T ax e s (2) $531 $559 $587 $615 $642 $670 $698 T otal Tr a n sa c ti o n Cash Uses (500) (500) (500) (500) (500) (500) (500) L ess : N e w Fir s t Li e n Se cur e d D e bt $31 $59 $87 $115 $142 $170 $198 Required Revolver Availability at Closing PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS Strictly confidential | © Macquarie Group Limited 2
Strictly confidential | © Macquarie Group Limited 3 Important Notice and Disclaimer "Macquarie Capital" refers to Macquarie Corporate Holdings Pty Limited, its worldwide subsidiaries and the funds or other investment vehicles that they manage. Macquarie Corporate Holdings Pty Limited is an indirect, wholly - owned subsidiary of Macquarie Group Limited. This document and its contents are confidential to the person(s) to whom it is delivered and should not be copied or distributed, in whole or in part, or its contents disclosed by such person(s) to any other person. Notwithstanding the foregoing, the recipient (which includes each employee, representative, or other agent of the recipient) is hereby expressly authorized to disclose to any and all persons, without limitation of any kind, the tax structure and U.S. federal income tax treatment of the proposed transaction and all materials of any kind (including opinions and other tax analysis) if any, that are provided to the recipient related to the tax structure and U.S. federal income tax treatment. This document does not constitute an offer to sell or a solicitation of an offer to buy any securities . It is an outline of matters for discussion only . You may not rely upon this document in evaluating the merits of investing in any securities referred to herein . This document does not constitute and should not be interpreted as either an investment recommendation or advice, including legal, tax or accounting advice . Future results are impossible to predict. Opinions and estimates offered in this presentation constitute our judgement and are subject to change without notice, as are statements about market trends, which are based on current market conditions. This presentation may include forward - looking statements that represent opinions, estimates and forecasts, which may not be realized. We believe the information provided herein is reliable, as of the date hereof, but do not warrant its accuracy or completeness. In preparing these materials, we have relied upon and assumed, without independent verification, the accuracy and completeness of all information available from public sources. Nothing in this document contains a commitment from any member of Macquarie Capital to subscribe for securities, to provide debt, to arrange any facility, to invest in any way in any transaction described herein or otherwise imposes any obligation on Macquarie Capital. Macquarie Capital does not guarantee the performance or return of capital from investments. Any participation by Macquarie Capital in any transaction would be subject to its internal approval process. None of the entities noted in this document are authorized deposit - taking institutions for the purposes of the Banking Act 1959 (Commonwealth of Australia). The obligations of these entities do not represent deposits or other liabilities of Macquarie Bank Limited ABN 46 008 583 542 (MBL). MBL does not guarantee or otherwise provide assurance in respect of the obligations of these entities. 2024 Macquarie Capital (USA) Inc. PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS
Exhibit (c)(v)
S t r i c t l y c o n f i d e n t i a l | © M a c q u a r ie Gr o up L im it ed 1 Project Ruby Discussion Materials for Special Committee of Board of Directors J u l y [ 12 ] , 2024 PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS
S t r i c t l y c o n f i d e n t i a l | © M a c q u a r ie Gr o up L im it ed 2 Important Notice and Disclaimer “Macquarie Capital” refers to Macquarie Corporate Holdings Pty Limited and its worldwide direct and indirect subsidiaries. Macquarie Corporate Holdings Pty Limited is an indirect, wholly - owned subsidiary of Macquarie Group Limited. These materials have been prepared in connection with an oral presentation to, and for the information of, the Special Committee of the Board of Directors (the “Special Committee”) of Bally’s Corporation (“Bally’s” or the “Company”) in connection with its evaluation of a potential transaction involving the Company and Standard General L.P. (the “Transaction”), and were not prepared with a view toward complying with disclosure standards under federal, state or other securities laws. These materials may not be used for any other purpose or disclosed or distributed, in whole or in part, except as otherwise expressly permitted by Macquarie Capital. Financial and other data and information contained in these materials are based on management’s own internal estimates and projections with respect to, among other matters, the anticipated future financial condition, results of operations, plans, objectives, business and performance of the Company (which management has advised reflect the best currently available estimates and judgments of management) or from (or derived from) third - party sources or publicly available information. Without limiting the generality of the foregoing, no audit or responsibility for independent verification has been undertaken with respect to the financial assumptions, data, results, calculations and forecasts contained in, presented or referred to in these materials. Actual results may vary from those contained in these materials and such variations may be significant. None of Macquarie Capital, its affiliates or any of its and their respective employees, directors, officers, contractors, consultants, advisors, members, successors, representatives and agents (collectively, its “Representatives”) makes any representation or warranty, express or implied, as to the information utilized in these materials from third - party sources or that otherwise has been made available to Macquarie Capital (the accuracy and completeness of which has been assumed and relied upon by Macquarie Capital without independent verification) nor has Macquarie Capital or its Representatives acted on the Company’s or the Special Committee’s behalf or otherwise to independently verify any such information. Macquarie Capital and its Representatives assume no responsibility under any circumstances for losses or damages resulting from any such information or for any omissions from any such information. Neither Macquarie Capital nor any of its affiliates is an advisor as to regulatory, legal, tax or accounting matters. Any decision with respect to the Transaction should be based on such due diligence investigations and other inquiries and assessments, and on the advice of independent tax advisors, legal counsel and/or other advisors, as necessary or appropriate, including as to the economic, financial, regulatory, legal, tax, accounting or other implications of the Transaction. These materials do not constitute an offer to sell or a solicitation of an offer to buy any securities or to engage in any Transaction. Macquarie Capital and its affiliates may from time to time publish or express independent research views in respect of market and industry data, which may differ, in some cases materially, from market, industry or other data or assumptions included in these materials. These materials contain selected information and do not purport to contain all information that may be required or relevant in evaluating the Transaction. These materials outline certain matters for discussion and are not and should not be construed as a fairness opinion. The information contained in these materials is necessarily based on economic, market and other conditions existing, and information available, as of the date hereof unless otherwise noted and is subject to change. Macquarie Capital assumes no obligation to update, amend or supplement these materials or any information contained herein for any reason. Macquarie Capital is not an authorized deposit - taking institution for the purposes of the Banking Act 1959 (Commonwealth of Australia). The obligations of Macquarie Capital do not represent deposits or other liabilities of Macquarie Bank Limited ABN 46 008 583 542 (“MBL”). Any investments are subject to investment risk including possible delays in repayment and loss of income and principal invested. MBL does not guarantee or otherwise provide assurance in respect of the obligations of Macquarie Capital. © 2024 M a c q u a r i e C a p i t a l ( U S A ) In c . PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS
Illustrative Net Debt Illustrative Net Debt $130 $120 $110 $100 $90 $130 $120 $110 $100 $90 $361 $371 $381 $391 $401 $45 $118 $128 $138 $148 $158 $45 $389 $399 $409 $419 $429 $50 s i n o D A $145 $155 $165 $175 $185 $50 $416 $426 $436 $446 $456 $55 C a E B I T $173 $183 $193 $203 $213 $55 $444 $454 $464 $474 $484 $60 t i v e n t $200 $210 $220 $230 $240 $60 $471 $481 $491 $501 $511 $65 t ra g m e $228 $238 $248 $258 $268 $65 $499 $509 $519 $529 $539 $70 I ll u s S e $255 $265 $275 $285 $295 $70 $526 $536 $546 $556 $566 $75 $283 $293 $303 $313 $323 $75 Core QC&E Equity Value Illustrative Casino S egmen t EB I T D A Standard General’s Proposal Queen Casino & Entertainment (“QC&E”) Sources: Standard General, Project Ruby virtual data room, public filings and management, S&P Capital IQ. Illustrative Considerations : 1 2 PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS 1 1 . P ar t i a l r un - r a t e E B I T D A c o n t r i b u t i o n f r o m Bel l e o f Baton Rouge and The Queen Marquette given mid - year expected opening 2 2 . Does not include corporate segment EBITDA c on t r i b u t i o n ( c or p or at e ov e r h e ad ) 3 3 . Ongoing litigation with potential for future settlement payments 4 4 . Incremental QC&E capex spend required for c o m p l e t i o n o f d e v el o p m e n t p r oje c t s 3 4 S t r i c t l y c o n f i d e n t i a l | © M a c q u a r ie Gr o up L im it ed 3 I ll u s t r a t i v e S e ns i t i v i ty ( $ i n m i l l io n s ) Total QC&E Equity Value
5 . 2 x S t r i c t l y c o n f i d e n t i a l | © M a c q u a r ie Gr o up L im it ed 4 6 . 0 x 6 . 4 x 4 . 4 x 4 . 1 x 6 . 4 x 7 . 3 x 5 . 5 x 6 . 6 x 8 . 1 x 6 . 3 x 5 . 6 x 6 . 4 x Illustrative Selected OpCo Precedent Transactions Source: Public filings. Notes: Financials converted to USD using FX spot rate at time of announcement. (1) Based on MGM Resorts International's acquisition of 50% stake in Borgata. (2) Net purchase price includes $65 million of assumed Tropicana cash at anticipated Q4 2018 closing. (3) Reflects estimated EBITDA in first year after closing. Illustrative Selected Gaming OpCo Precedent Transactions ( $ i n m i l l io n s ) Date TEV EB I T DA Aug - 22 Jun - 22 Dec - 20 Oct - 20 Jun - 19 Apr - 19 Nov - 18 Jun - 18 Apr - 18 Apr - 18 Dec - 17 May - 16 Mar - 16 $56 $450 $250 $140 $107 $187 $300 $115 $640 $275 $575 $625 $138 ~$11 $75 $39 $32 $26 $29 $41 $21 $97 $34 $92 $112 $22 Penn National / Greek to w n C a s i n o - Hotel Eldorado Resorts (2) / Tropicana Entertainment Caesars Southern I n d i an a / E a s t e r n Ban d of Cherokee Indians (3) Tropicana Evansville / Twin River Gold Strike Tunica / Cherokee Nation Businesses Hard Rock R ock s in o / M G M R e s o r t s Pinnacle E n t e r t a i n m e n t ( 4 C a s i n o s ) / B oyd Gaming The Borgata / MGM Resorts (1) The Meadows / Pinnacle Entertainment Median: 6.3x Penn Entertainment / Margaritaville Resort Casino ( B o ss i e r C i t y , L A ) Hard Rock I n t e r na t i o na l / J A C K C i nc i nna t i Casino C e n t u r y C a s i n o s / Isle Cape Girardeau, Lady L u c k C a r u t h er s v ill e & Mountaineer PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS R ock y G a p C a s in o R e s or t / Ce n t u r y Ca s i n o s
PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS S t r i c t l y c o n f i d e n t i a l | © M a c q u a r ie Gr o up L im it ed 5
Exhibit (c)(vi)
S t r i c t ly c o n f i d en t ial | © Ma c q u ar ie G r oup L im ited 1 Project Epsilon D i scussion Ma t er i a l s M ay 2024 PRELIMINARY - SUBJECT TO FURTHER REFINEMENT
Strictly confidential | © Macquarie Group Limited 2 Illustrative Purchase Price $19.00 $18.50 $18.00 $17.50 $16.75 % o f F D SO Shares ($ in millions, except per share data) $201 $196 $191 $185 $177 20% 10.6 Standard General Equity Value 173 169 164 160 153 17% 9.1 Anzo Equity Value (1) 395 384 374 363 348 39% 20.8 R e m a ining B a s ic E q u ity V a l u e $769 $749 $729 $708 $678 76% 40.5 T o ta l B a s i c E q u i t y V a l ue $213 $207 $201 $196 $187 21% 11.2 S in c l a ir W a rr a n ts & O pti on s V a l u e ( 2 ) 30 29 28 28 26 3% 1.6 O t h er O pti on s & W a rr a n ts V a l u e $1,012 $985 $959 $932 $892 100% 53.3 Implied Fully Diluted Equity Value (169) (169) (169) (169) (169) ( - ) C a s h 3,741 3,741 3,741 3,741 3,741 ( + ) D e bt $4,584 $4,557 $4,530 $4,504 $4,464 I m p li e d E n t e r p r i s e V a l ue 1,393 1,393 1,393 1,393 1,393 ( + ) L e a s e A dj u s t m ents ( 3 ) $5,977 $5,950 $5,923 $5,897 $5,857 I m p li e d L e a s e A d j u s t e d E n t e r p r i s e V a l ue Implied Multiples (4) 8.5x 8.4x 8.4x 8.3x 8.2x I m p l i ed E V / 2024 E E B I TDA ( $542 m ) 7.6x 7.6x 7.5x 7.5x 7.4x I m p l i ed E V / 2025 E E B I TDA ( $602 m ) 6.6x 6.5x 6.5x 6.5x 6.4x I m p l i ed E V / 2026 E E B I TDA ( $696 m ) 8.8x 8.7x 8.7x 8.6x 8.6x I m p l i ed L e a se A d j . E V / 2024 E E B I TD A R ( $683 m ) 7.9x 7.9x 7.8x 7.8x 7.7x I m p l i ed L e a se A d j . E V / 2025 E E B I TD A R ( $758 m ) 6.9x 6.9x 6.9x 6.8x 6.8x I m p l i ed L e a se A d j . E V / 2026 E E B I TD A R ( $861 m ) Illustrative Analysis at Various Prices Sources: Public filings and Management estimates. Note: Figures as of 3/31/2024 per Bally’s latest Form 10 - Q. (1) Bally’s shares owned by Andrew Dixon, Robin Tombs and Michael Mee are estimated as Gamesys shares owned at the time of Bally’s acquisition of Gamesys converted to Bally’s shares at an exchange ratio of 0.343. Assumes no shares have been sold since the close of the Gamesys acquisition. (2) Excludes out of the money financial instruments. (3) Lease Adjustments are as of 3/31/2024 and includes $200m of Chicago financing obligations. (4) Reflects gross consolidated EBITDA and EBITDAR figures provided in Management’s 5 - Year plan. EBITDA figures are net of Chicago rent expense. PRELIMINARY - SUBJECT TO FURTHER REFINEMENT I ll us t r ative A n alysis at Va r i o us P r i ces
Strictly confidential | © Macquarie Group Limited 3 Important Notice and Disclaimer “Macquarie Capital” refers to Macquarie Corporate Holdings Pty Limited and its worldwide direct and indirect subsidiaries. Macquarie Corporate Holdings Pty Limited is an indirect, wholly - owned subsidiary of Macquarie Group Limited. The following presentation contains material provided to the special committee of independent directors of the Board of Directors (the “Special Committee”) of Bally’s Corporation (“Bally’s” or the “Company”) by Macquarie Capital in connection with the evaluation of Standard General’s proposal and potential strategic alternatives to the proposal. This presentation was prepared on a confidential basis in connection with an oral presentation to the Special Committee and not with a view toward complying with the disclosure standards under federal or state securities laws. This presentation is solely for use of the Special Committee and may not be used for any other purpose or disclosed to any party without Macquarie Capital’s prior written consent. The information provided herein comes or has been derived from several sources, but Macquarie Capital does not warrant its accuracy or completeness. In preparing these materials, Macquarie Capital has relied upon and assumed, without independent verification, the accuracy and completeness of all information available from public sources. Without limiting the generality of the foregoing, no audit or review has been undertaken by an independent third party of the financial assumptions, data, results, calculations and forecasts contained, presented or referred to in this presentation. You should conduct your own independent investigation and assessment as to the validity of the information contained in this presentation and the economic, financial, regulatory, legal, tax, investment and accounting implications of that information. Macquarie Capital, its affiliates and any of its and their respective employees, directors, officers, contractors, consultants, advisors, members, successors, representatives and agents make no representation or warranty as to the accuracy or completeness of the information contained in this presentation, and take no responsibility under any circumstances for any loss or damage suffered as a result of any omission, inadequacy, or inaccuracy in this presentation. This presentation is a preliminary valuation only and does not constitute a fairness opinion of Macquarie Capital as to the value of the Company, and as such, should not be relied on by the Company or by any other person as such. Neither Macquarie Capital nor any of its affiliates is an advisor as to regulatory, legal, tax, investment or accounting matters in any jurisdiction. Any recipient of the information contained herein should seek advice from its own independent tax advisor, legal counsel and/or other advisor with respect to such matters. These materials are not and should not be construed as a fairness opinion. Macquarie Capital is not an authorized deposit - taking institution for the purposes of the Banking Act 1959 (Commonwealth of Australia). The obligations of Macquarie Capital do not represent deposits or other liabilities of Macquarie Bank Limited ABN 46 008 583 542 (“MBL”). Any investments are subject to investment risk including possible delays in repayment and loss of income and principal invested. MBL does not guarantee or otherwise provide assurance in respect of the obligations of Macquarie Capital. © 2 0 24 M a c q u a r ie C a p it a l (US A ) I n c . PRELIMINARY - SUBJECT TO FURTHER REFINEMENT
Strictly confidential | © Macquarie Group Limited 4
Exhibit (c)(vii)
Strictly confidential | © Macquarie Group Limited 1 Project Epsilon Special Committee Meeting Macquarie Capital May 2024
Standard General made their initial investment in Intralot in February 2023 through a Private Investment in Public Equity Transaction (PIPE) and continued to purchase shares through the remainder of 2023 • CQ Lottery LLC, under wholly - owned unrestricted subsidiary of Queen Casino & Entertainment (or the “QC&E”), owns 162.3mm shares • CQ Lottery purchased 122.2mm shares in February 2023 • CQ Lottery obtained an additional 40.1mm shares between February 2023 and December 2023 • CQ Lottery LLC is the lender under the loan agreement and would receive 34.3mm shares as repayment of the loan provided to Socratis Kokkalis, Chairman & CEO of Intralot • QC&E has not been required to obtain any lottery licenses in connection with its investment in Intralot • Soo Kim and Mira Mircheva had to become licensed in Victoria, Australia in connection to their roles as directors of Intralot Financial Profile Current Capitalization: As of 12/31/2023 Debt 0.0% $0.0 $55.2 Revolver 54.2% 256.4 552.3 Term Loan B 0.5% 2.3 2.3 Supplemental Indenture 45.3% 214.6 254.1 Bank Loan Intralot - Current Capitalization FYE 12/31/23 ($ in millions) Principal / Share Count Outstanding / Share Value % of Debt / Equity % of EV xEBITDA Cash $123.6 $123.6 (11.7%) 0.9x Intralot Overview $457 $434 $402 $384 $411 $122 $136 $143 $150 3.3x 44.9% 100.0% $473.3 Total Debt $165 $349.7 Net Debt Equity 26.9% $189.3 162.3 Standard General Ownership (1) 73.1% 515.4 441.8 Remaining Ownership (2) 4.9x 66.8% 100.0% $704.7 604.1 Total Equity 7.4x 100.0% $1,054.4 Total Enterprise Value $143.0 2023A Adj. EBITDA 2021A 2022A 2023A 2024E 2025E Revenue Adj. EBITDA Sources: Company filings and announcements, Citizens and FactSet. (1) Does not reflect the shares Standard General would receive upon repayment of the loan to Socratis Kokkalis. (2) Represents the registered number of shares outstanding as of 12/31/2023 less Standard General Ownership. Strictly confidential | © Macquarie Group Limited 2
Strictly confidential | © Macquarie Group Limited 3 A APPENDIX Supplemental Information
Sources: Public filings, equity research, FactSet as of 4/19/2024 and 5/22/2024. Notes: Metrics other than 2024E and 2025E lease adjusted EV / EBITDAR shown for informational reference only. Financials converted to USD using FX spot rate as of 4/19/2024 and 5/22/2024. Market cap calculated using basic shares outstanding as of 4/19/2024 and 5/22/2024 adjusted for equity incentive plans and in - the money equity options outstanding as of 12/31/2023. Net debt, lease liabilities, financing obligations, non - controlling interest, equity investments, and cash and cash equivalents as of 12/31/2023. (1) Reflects Bally’s unaffected stock price and market cap as of 3/8/2024. Multiples based on consensus estimates. Strictly confidential | © Macquarie Group Limited 4 Publicly Traded Comp Update Trading Comp Update Current As of May 22, 2024 2024E 2025E 7.5x 8.2x 6.4x 6.5x 7.7x 8.1x 11.0x 12.7x 6.4x 6.8x 6.8x 7.0x 7.3x 9.8x 7.1x 7.6x 7.6x 8.5x 4.6x 5.2x 4.3x 4.7x 7.4x 7.9x 13.6x 17.2x 4.4x 5.1x 5.6x 7.1x 5.1x 6.7x 6.2x 7.9x Delta At Special Committee Meeting As of April 19, 2024 ($ in millions, except per share data) 2024E 2025E 2024E 2025E Company -- x -- x 8.2x 7.5x Bally's Corporation (Unaffected) (1) (0.6x) (0.6x) 7.1x 7.0x US Regional Gaming Operators - Primary Boyd Gaming Corp (0.1x) (0.1x) 1.1x 0.9x (0.8x) (0.8x) (0.3x) (0.3x) 0.8x 0.3x 8.3x 7.8x 11.6x 10.1x 7.6x 7.2x 7.3x 7.1x 9.0x 7.0x Caesars Entertainment Inc Churchill Downs, Inc Golden Entertainment Inc Monarch Casino & Resorts, Inc Penn Entertainment Inc (0.3x) (0.1x) 0.0x (0.1x) 7.9x 7.2x 8.5x 7.7x Median Mean 0.1x 0.1x 5.1x 4.5x International Interactive - Primary 888 Holdings 0.1x 0.1x (0.6x) (0.6x) 1.4x 1.1x (0.2x) (0.2x) 2.7x 1.5x 4.7x 4.2x 8.5x 8.0x 15.8x 12.5x 5.3x 4.6x 4.4x 4.0x Betsson AB Entain plc Flutter Entertainment plc Lottomatica Group Super Group Limited 1.0x 0.5x 0.6x 0.3x 5.2x 4.6x 7.3x 6.3x Median Mean
Strictly confidential | © Macquarie Group Limited 5
Exhibit (c)(viii)
Strictly confidential | © Macquarie Group Limited 1 Project Epsilon Discussion Materials for Special Committee of Board of Directors April 24, 2024 PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS
Strictly confidential | © Macquarie Group Limited 2 Important Notice and Disclaimer “Macquarie Capital” refers to Macquarie Corporate Holdings Pty Limited and its worldwide direct and indirect subsidiaries. Macquarie Corporate Holdings Pty Limited is an indirect, wholly - owned subsidiary of Macquarie Group Limited. The following presentation contains material provided to the special committee of independent directors of the Board of Directors (the “Special Committee”) of Bally’s Corporation (“Bally’s” or the “Company”) by Macquarie Capital in connection with the evaluation of Standard General’s proposal and potential strategic alternatives to the proposal. This presentation was prepared on a confidential basis in connection with an oral presentation to the Special Committee and not with a view toward complying with the disclosure standards under federal or state securities laws. This presentation is solely for use of the Special Committee and may not be used for any other purpose or disclosed to any party without Macquarie Capital’s prior written consent. The information provided herein comes or has been derived from several sources, but Macquarie Capital does not warrant its accuracy or completeness. In preparing these materials, Macquarie Capital has relied upon and assumed, without independent verification, the accuracy and completeness of all information available from public sources. Without limiting the generality of the foregoing, no audit or review has been undertaken by an independent third party of the financial assumptions, data, results, calculations and forecasts contained, presented or referred to in this presentation. You should conduct your own independent investigation and assessment as to the validity of the information contained in this presentation and the economic, financial, regulatory, legal, tax, investment and accounting implications of that information. Macquarie Capital, its affiliates and any of its and their respective employees, directors, officers, contractors, consultants, advisors, members, successors, representatives and agents make no representation or warranty as to the accuracy or completeness of the information contained in this presentation, and take no responsibility under any circumstances for any loss or damage suffered as a result of any omission, inadequacy, or inaccuracy in this presentation. This presentation is a preliminary valuation only and does not constitute a fairness opinion of Macquarie Capital as to the value of the Company, and as such, should not be relied on by the Company or by any other person as such. Neither Macquarie Capital nor any of its affiliates is an advisor as to regulatory, legal, tax, investment or accounting matters in any jurisdiction. Any recipient of the information contained herein should seek advice from its own independent tax advisor, legal counsel and/or other advisor with respect to such matters. These materials are not and should not be construed as a fairness opinion. Macquarie Capital is not an authorized deposit - taking institution for the purposes of the Banking Act 1959 (Commonwealth of Australia). The obligations of Macquarie Capital do not represent deposits or other liabilities of Macquarie Bank Limited ABN 46 008 583 542 (“MBL”). Any investments are subject to investment risk including possible delays in repayment and loss of income and principal invested. MBL does not guarantee or otherwise provide assurance in respect of the obligations of Macquarie Capital. © 2024 Macquarie Capital (USA) Inc. PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS
Strictly confidential | © Macquarie Group Limited 3 Contents 4 Preliminary Valuation Perspectives 1 15 Supplemental Information A PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS
Strictly confidential | © Macquarie Group Limited 4 1 Preliminary Valuation Perspectives PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS
Strictly confidential | © Macquarie Group Limited 5 Situation Overview Sources: Standard General proposal dated 3/8/2024, FactSet. (1) Unaffected closing stock price of $10.62 and 30 - day VWAP of $10.79 on 3/8/2024. (2) Median equity research consensus estimate of $676mm as of 3/8/2024. (3) Based on Schedule 13D/A filed on 3/11/2024. ● On March 11, 2024, Standard General submitted a public non - binding proposal to acquire all outstanding shares of Bally’s Corporation (“Bally’s” or the “Company”) common stock not already owned for $15.00 per share in cash Proposed purchase price represented a 41% premium and 39% premium to Bally’s unaffected stock price and 30 - day VWAP, respectively, (1) implying a Lease Adj. EV / 2024E EBITDAR multiple of 8.5x based on median equity research consensus estimates (2) Standard General is Bally’s largest stockholder with an equity interest representing over 25% of Bally’s basic shares outstanding (3) ● Following announcement of Standard General’s proposal, a special committee of independent directors of the Board of Directors (the “Special Committee”) appointed Macquarie Capital (USA) Inc. (“Macquarie Capital”) as financial advisor to assist the Special Committee in its evaluation of the proposal and potential strategic alternatives to the proposal ● On April 19, 2024, Bally’s Board of Directors approved management’s long - range plan, which the Special Committee has directed Macquarie Capital to use in its preliminary analysis of Bally’s ● This presentation summarizes the preliminary financial analysis conducted by Macquarie Capital to assist the Special Committee in evaluating Standard General’s proposal PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS
Strictly confidential | © Macquarie Group Limited 6 Bally’s Financial Summary 2028E 2027E 2026E 2025E 2024E 2023A ($ in millions) $2,130.0 $2,014.3 $1,718.1 $1,505.4 $1,435.4 $1,267.7 Attributable Net Revenues: Casino & Resorts 1,221.2 1,174.3 1,125.0 1,074.6 1,006.6 973.2 International Interactive 582.8 489.2 403.3 309.2 208.9 112.2 North America Interactive $3,934.0 $3,677.9 $3,246.4 $2,889.2 $2,650.9 $2,353.2 Attributable Total Net Revenue 7.0% 13.3% 12.4% 9.0% 12.7% 7.3% YoY Growth $584.8 $552.7 $503.8 $459.3 $428.0 $418.6 Attributable Adj. EBITDAR: Casino & Resorts 407.2 394.8 378.5 360.4 337.9 343.5 International Interactive 58.6 40.6 15.9 (6.6) (29.2) (55.7) North America Interactive (60.4) (58.3) (56.9) (55.2) (54.1) (63.8) Corporate $990.3 $929.9 $841.3 $757.9 $682.6 $642.6 Attributable Total Adj. EBITDAR 6.5% 10.5% 11.0% 11.0% 6.2% 8.8% YoY Growth 25.2% 25.3% 25.9% 26.2% 25.8% 27.3% % Margin 144.2 143.0 141.8 142.5 127.3 126.2 Attributable Total Rent (1) 0.8% 0.8% (0.4%) 11.9% 0.9% 153.8% YoY Growth $846.2 $786.9 $699.4 $615.5 $555.3 $516.4 Attributable Adj. EBITDA 7.5% 12.5% 13.6% 10.8% 7.5% (4.5%) YoY Growth 21.5% 21.4% 21.5% 21.3% 20.9% 21.9% % Margin $156.3 $198.2 $598.5 $453.7 $432.5 $615.7 Attributable Total Capex 4.0% 5.4% 18.4% 15.7% 16.3% 26.2% % of Net Revenue CAGR 23A - '28E 10.9% 4.6% 39.0% 10.8% 6.9% 3.5% NA (1.1%) 9.0% 2.7% 10.4% NA Bally’s Financial Summary Forecast prepared by Bally’s management and approved by both Bally’s Board of Directors and Special Committee on April 19, 2024 (“Management Projections”) • To calculate attributable financials, adjustments were made to Management Projections to reflect Bally’s 75% economic interest in the Chicago permanent site, 51% economic interest in the State College, Pennsylvania development project, and removal of Tropicana Las Vegas financial contribution (“Attributable Financials”) (please see page 16 for more detail) Sources: Bally’s projections per Bally’s management as of 4/19/2024, public filings. Note: EBITDAR is defined as earnings before interest, taxes, depreciation, amortization, other non - recurring items, and rent (as applicable). (1) Includes attributable rent (interest expense) associated with Chicago facility. PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS
2026E 2025E 2024E 2026E 2025E 2024E Target ($) Rating Date of Report Firm $678 $604 $533 $812 $735 $660 $12.00 Neutral 2/21/2024 Macquarie NA $607 $546 NA $736 $673 $10.00 Neutral 2/21/2024 Barclays NA $581 $554 NA $711 $680 $9.00 Neutral 2/21/2024 Deutsche Bank NA $634 $541 NA $763 $667 $11.00 Neutral 2/22/2024 Jefferies NA $621 $555 NA $751 $683 NA Buy 2/21/2024 JMP $652 $611 $565 $778 $737 $689 $15.00 Buy 2/23/2024 TD Cowen NA $604 $546 NA $733 $673 $14.00 Buy 2/21/2024 Truist NA $617 $565 NA $743 $692 $9.00 Sell 2/23/2024 Wells Fargo $665 $609 $550 $795 $737 $676 $11.00 Consensus Median $665 $610 $551 $795 $739 $677 $11.43 Consensus Mean ($ in millions, except per share data) Price Estimates: Adj. EBITDAR Estimates: Adj. EBITDA Selected Equity Research Perspectives Source: Equity research reports. Notes: Management Projections exclude contribution from Tropicana Las Vegas. “NA” denotes not publicly available. (1) Consolidated projections include 100% of the economic interest in both Chicago and State College, Pennsylvania development projects for comparative purposes. Selected Equity Research Reports (Pre - Standard General Proposal): Adj. EBITDAR Comparison ($ in millions) Adj. EBITDA Comparison ($ in millions) $676 $737 $795 $683 $758 $861 2024E 2025E 2026E Consensus Median Management Projections (1) $550 $609 $665 $556 $630 $731 2024E 2025E 2026E Consensus Median Management Projections (1) 1% 8% 3% 1% Strictly confidential | © Macquarie Group Limited 7 10% 3% PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS
$12.18 $5.79 $10.08 $7.28 $14.46 $9.00 $39.30 $20.14 $20.40 $32.39 $19.79 $15.97 $15.00 Preliminary Financial Analyses Summary Sources: Bally’s projections per Bally’s management as of 4/19/2024, public filings, FactSet as of 4/19/2024. Notes: Tropicana Las Vegas project reflected on standalone basis utilizing data from selected land - sale transactions for acreage not committed to Oakland Athletics (“A’s”) stadium development, net of lease liabilities of approximately $165m per Bally’s Form 10 - K as of 12/31/2023. See page 14 for further details. Net debt, non - controlling interest, and lease liabilities per Bally’s Form 10 - K as of 12/31/2023. Fully diluted shares outstanding calculated using treasury stock method and includes 40.1 million basic shares as of 2/14/2024, 7.9 million Sinclair penny warrants, 3.3 million Sinclair performance warrants, 44.1k MFK penny warrants, 8.6k Telescope contingent shares and 1.5 million outstanding awards under equity incentive plans. “NM” denotes not meaningful. (1) Assumes mid - year discounting convention; see appendix for further detail on WACC calculation. Discounted to 12/31/2023 present value date. (2) Does not include 2023A Adj. EBITDAR contribution from Tropicana Las Vegas of approximately $10m. (3) Bally’s 30 - Day VWAP of $10.79 per Bloomberg as of 3/8/2024. See page 19 for further details. (4) Unaffected stock date of 3/8/2024 represents trading day prior to proposal announcement. Discounted Cash Flow Analysis (1) • 10.6% – 12.6% Discount Rate • 1.5% - 2.5% Perpetuity Growth Rate • 7.5x – 8.5x Adj. EBITDAR Terminal Value Multiple Selected Public Companies Analysis • 6.7x – 8.2x EV / 2024E Adj. EBITDAR ($683 million) • 6.1x – 7.5x EV / 2025E Adj. EBITDAR ($758 million) Selected Precedent Transactions Analysis • 7.8x – 8.8x EV / 2023A Adj. EBITDAR • 2023A Adj. EBITDAR of $643 million (2) Illustrative Sum - of - the - Parts • Based on selected public companies and selected precedent transactions for Bally’s segments • See page 17 for further details 52 - Week Trading as of Unaffected Date • Based on Bally’s high and low stock prices during prior 52 weeks as of 3/8/2024 Implied Precedent Premia (3) • Based on median percent premium to the 30 - day VWAP for selected minority take private transactions • 34.0% - 48.0% premium to Bally’s 30 - day VWAP stock price as of 3/8/2024 Stock Price Targets – Equity Research Analysts • Based on selected range of stock price targets from various equity research analysts as of 3/8/2024 Methodology Implied Bally’s Equity Value per Share Reference Ranges Implied Lease Adj. Enterprise Value ($ millions) Implied Lease Adj. EV / 2024E Adj. EBITDAR Multiple $0.00 $4,967 7.3x $10.00 $5,495 8.0x $20.00 $6,024 8.8x $30.00 $6,552 9.6x $40.00 $7,081 10.4x NM Primary Informational Reference Only Unaffected Stock Price: $10.62 (4) Standard General Proposal: $15.00 Strictly confidential | © Macquarie Group Limited 8 PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS
Preliminary Financial Analyses Summary (cont’d) Sources: Bally’s projections per Bally’s management as of 4/19/2024, public filings, Bloomberg, FactSet as of 4/19/2024. Notes: Net debt, non - controlling interest, and lease liabilities per Bally’s Form 10 - K as of 12/31/2023. Fully diluted shares outstanding calculated using treasury stock method and includes 40.1 million basic shares as of 2/14/2024, 7.9 million Sinclair penny warrants, 3.3 million Sinclair performance warrants, 44.1k MFK penny warrants, 8.6k Telescope contingent shares and 1.5 million outstanding awards under equity incentive plans. “NM” denotes not meaningful. (1) Assumes mid - year discounting convention; see appendix for further detail on WACC calculation. Discounted to 12/31/2023 present value date. Perpetuity growth rate method lease adj. enterprise value reflects implied lease liability based on present value of rent. (2) Reflects the implied lease adjusted enterprise value as implied by equity value range. (3) Tropicana Las Vegas project valued on a standalone basis utilizing data from selected land - sale transactions for acreage not committed to Oakland A’s stadium development, net of lease liabilities of approximately $165m per Bally's Form 10 - K as of 12/31/2023. See page 14 for further details. (4) Bally’s 30 - Day VWAP of $10.79 per Bloomberg as of 3/8/2024. See page 19 for further details. Primary Informational Reference Only PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS $38.45 - $9.19 (2) $7,009 - (2) $5,462 - 2.5% 1.5% Perpetuity Growth Rate $31.64 - $11.58 $6,649 - $5,588 - 8.5x 7.5x Lease Adj. EV / Adj. EBITDAR Terminal Value Multiple $35.04 - $10.38 $6,829 - $5,525 Discounted Cash Flow Analysis (excl. Las Vegas Tropicana) $4.26 - $1.80 $225 - $95 Plus: Las Vegas Tropicana (3) $39.30 - $12.18 $7,054 - $5,621 Discounted Cash Flow Analysis Selected Public Companies Analysis $15.06 - NM $5,598 - $4,574 - 8.2x 6.7x $683 Lease Adj. EV / 2024E Adj. EBITDAR $16.70 - NM $5,684 - $4,623 - 7.5x 6.1x $758 Lease Adj. EV / 2025E Adj. EBITDAR $15.88 - NM $5,641 - $4,598 Selected Public Companies Analysis (excl. Las Vegas Tropicana) $4.26 - NM $225 - $95 Plus: Las Vegas Tropicana (3) $20.14 - NM $5,866 - $4,694 Selected Public Companies Analysis Selected Precedent Transactions Analysis $16.14 - $3.99 $5,655 - $5,012 - 8.8x 7.8x $643 Lease Adj. EV / 2023A Adjusted EBITDAR (excl. Las Vegas Tropicana) $4.26 - $1.80 $225 - $95 Plus: Las Vegas Tropicana (3) $20.40 - $5.79 $5,880 - $5,107 Selected Precedent Transactions Analysis $32.39 - $10.08 $6,314 - $5,135 Illustrative Sum - of - the - Parts $15.97 - $14.46 $5,811 - $5,731 - 48.0% 34.0% $10.79 Implied Precedent Premia (4) Financial Metric Implied Equity Value Reference Range ($ in millions, except per share data) Range Lease Adj. Enterprise Value Discounted Cash Flow Analysis (1) WACC 10.6% - 12.6% Strictly confidential | © Macquarie Group Limited 9
Preliminary Discounted Cash Flow Analysis (Perpetuity Growth Rate) Discounted Cash Flow Methodology (1) Sensitivity – Implied Enterprise Value Sources: Bally’s projections per Bally’s management as of 4/19/2024, public filings. (1) Assumes mid - year discounting convention; see appendix for further detail on WACC calculation. Discounted to 12/31/2023 present value date. Reflects 75% economic interest in Chicago permanent site upon opening and 51% economic interest in State College, Pennsylvania development project. (2) Adjusted EBITDA includes attributable rent (interest expense) associated with Chicago facility. (3) Stock - based compensation treated as a cash expense. (4) Reflects Bally’s capex adjusted for 75% interest in Chicago permanent site, IPO proceeds and other financing related adjustments. (5) Calculated by applying applicable perpetuity growth rate to 2028E cash flows. (6) Excludes lease liabilities. (7) Per Bally's Form 10 - K as of 12/31/2023. (8) Fully diluted shares outstanding calculated using treasury stock method and includes 40.1 million basic shares as of 2/14/2024, 7.9 million Sinclair penny 319 352 341 315 379 (+) D&A (156) (198) (499) (104) (432) ( - ) Capital Expenditures, Net (4) - - - - - - - - - - (+/ - ) Change in NWC $554 0.61 $473 0.68 $83 0.76 $404 0.85 $41 0.95 Unlevered Free Cash Flow (x) Present Value Factor (11.6% WACC) $338 $322 $63 $343 $39 Present Value of Cash Flow $25.62 $21.53 $17.84 11.6% $5,892 Terminal Value W 0.61 (x) Present Value Factor (11.6% WACC) $15.37 $12.13 $9.19 12.6% $3,595 Present Value of Terminal Value 76.5% Terminal Value as % of Total Present Value $1,106 Sum - of - Present Value of Annual Cash Flows $4,701 Illustrative DCF at Midpoint (6) (3,563) ( - ) Net Debt + Non - Controlling Interest (7) $1,138 Illustrative Implied Equity Value 52.9 Fully Diluted Shares Outstanding (m) (8) $21.53 Implied Equity Value per Share (110) (90) (68) (55) (27) ( - ) Taxes at 22.0% $391 $320 $241 $193 $95 NOPAT Rate Perpetuity Growth 2028E ember 31, 2027E ar Ending Dec 2026E Fiscal Ye 2025E 2024E 2023A ($ in millions, except per share data) 2.5% 2.0% 1.5% $990 $930 $841 $758 $683 $643 Attributable Adjusted EBITDAR $5,596 $5,316 $5,067 10.6% $846 $787 $699 $615 $555 $516 Attributable Adjusted EBITDA (2) $4,507 $4,701 $4,917 $4,049 $4,205 $4,376 11.6% 12.6% WAC C ( - ) Chicago Cash Development Costs (30) (28) (25) - - - - ( - ) D&A (379) (315) (341) (352) (319) ( - ) SBC (3) (25) (25) (25) (25) (25) EBIT $122 $248 $308 $410 $502 Perpetuity Growth Rate NTM Cash Flow (2029) (5) Perpetuity Growth Rate $566 2.0% PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS Sensitivity – Implied Equity Value per Share Perpetuity Growth Rate 1.5% 2.0% 2.5% 10.6% $28.44 $33.16 $38.45 ACC warrants, 3.3 million Sinclair performance warrants, 44.1k MFK penny warrants, 8.6k Telescope contingent shares and 1.5 million outstanding awards under equity incentive plans. Strictly confidential | © Macquarie Group Limited 10
Preliminary Discounted Cash Flow Analysis (Terminal Exit Multiple) Discounted Cash Flow Methodology (1) Sensitivity – Implied Lease Adj. Enterprise Value Sensitivity – Implied Equity Value per Share Sources: Bally’s projections per Bally’s management as of 4/19/2024, public filings. (1) Assumes mid - year discounting convention; see appendix for further detail on WACC calculation. Discounted to 12/31/2023 present value date. Reflects 75% economic interest in Chicago permanent site upon opening and 51% economic interest in State College, Pennsylvania development project. (2) Stock - based compensation treated as a cash expense. (3) Reflects Bally’s capex adjusted for 75% interest in Chicago permanent site, IPO proceeds and other financing related adjustments. (4) Per Bally's Form 10 - K as of 12/31/2023. (5) Represents lease liabilities per Bally's Form 10 - K as of 12/31/2023, net of $165m of the Tropicana Las Vegas lease liability and includes attributable portion of Chicago financing liabilities. (6) Fully diluted shares outstanding calculated using treasury stock method and includes 40.1 million basic shares as of 2/14/2024, 7.9 million Sinclair penny warrants, 3.3 million Terminal EBITDAR Multiple 2028E ember 31, 2027E ar Ending Dec 2026E Fiscal Ye 2025E 2024E 2023A ($ in millions, except per share data) 7.5x 8.0x 8.5x $990 $930 $841 $758 $683 $643 Attributable Adjusted EBITDAR - - - - (25) (28) (30) ( - ) Chicago Cash Development Costs (319) (352) (341) (315) (379) ( - ) D&A (25) (25) (25) (25) (25) ( - ) SBC (2) $646 $553 $450 $390 $249 EBIT (incl. Rent) (142) (122) (99) (86) (55) ( - ) Taxes at 22.0% $504 $432 $351 $304 $195 NOPAT (incl. Rent) 319 352 341 315 379 (+) D&A (156) (198) (499) (104) (432) ( - ) Capital Expenditures, Net (3) - - - - - - - - - - (+/ - ) Change in NWC $667 $585 $194 $515 $141 Unlevered Free Cash Flow 0.61 0.68 0.76 0.85 0.95 (x) Present Value Factor (11.6% WACC) Present Value of Cash Flow $133 $437 $147 $398 $407 EBITDAR 2028 Metric (x) Terminal Multiple (Midpoint) $990 8.0x Terminal Value (x) Present Value Factor (11.6% WACC) $7,923 0.58 Present Value of Terminal Value $4,577 Terminal Value as % of Total Present Value 75.0% Sum - of - Present Value of Annual Cash Flows $1,523 Illustrative DCF at Midpoint $6,100 ( - ) Net Debt + Non - Controlling Interest (4) ( - ) Lease Liabilities (5) Illustrative Implied Equity Value Fully Diluted Shares Outstanding (m) (6) (3,563) (1,413) $1,123 52.9 Implied Equity Value per Share $21.25 PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS 10.6% $6,051 $6,350 $6,649 11.6% 12.6% $5,814 $5,588 $6,100 $5,862 $6,386 $6,136 WACC Terminal EBITDAR Multiple 7.5x 8.0x 8.5x $20.32 $25.98 $31.64 10.6% 11.6% 12.6% $15.83 $11.58 $21.25 $16.75 $26.66 $21.93 WACC Sinclair performance warrants, 44.1k MFK penny warrants, 8.6k Telescope contingent shares and 1.5 million outstanding awards under equity incentive plans. Strictly confidential | © Macquarie Group Limited 11
investments, and cash and cash equivalents as of 12/31/2023. (1) Reflects Bally’s unaffected stock price and market cap as of 3/8/2024. Multiples based on consensus estimates. Strictly confidential | © Macquarie Group Limited 12 Lease Adj. EV / EBITDAR 2024E 2025E Lease Adj. EV Lease Adjustments Enterprise Value Net Debt Debt Market Cap 4/19/2024 Stock Price ($ in millions, except per share data) Company 8.2x 7.5x $5,528 $1,403 $4,125 $3,563 $3,726 $561 $10.62 Bally's Corporation (Unaffected) (1) US Regional Gaming Operators - Primary 7.1x 7.0x $9,616 $810 $8,806 $2,643 $2,947 $6,163 $62.66 Boyd Gaming Corp 8.3x 7.8x 33,269 13,442 19,827 11,434 12,451 8,382 $38.20 Caesars Entertainment Inc 11.6x 10.1x 12,935 - - 12,935 4,730 4,874 8,862 $118.96 Churchill Downs, Inc 7.6x 7.2x 1,357 - - 1,357 306 677 1,052 $33.97 Golden Entertainment Inc 7.3x 7.1x 1,262 - - 1,262 (38) 6 1,299 $67.34 Monarch Casino & Resorts, Inc 9.0x 7.0x 12,986 8,777 4,209 1,726 2,798 2,571 $16.54 Penn Entertainment Inc 7.9x 7.2x Median 8.5x 7.7x Mean International Interactive - Primary 5.1x 4.5x $2,172 - - $2,172 $1,747 $2,065 $467 $1.04 888 Holdings 4.7x 4.2x 1,333 - - 1,333 (68) 185 1,402 $9.82 Betsson AB 8.5x 8.0x 10,936 - - 10,936 3,675 4,173 6,667 $10.41 Entain plc 15.8x 12.5x 38,545 - - 38,545 5,613 7,110 32,769 $184.51 Flutter Entertainment plc 5.3x 4.6x 3,717 - - 3,717 1,332 2,178 2,836 $11.26 Lottomatica Group 4.4x 4.0x 1,320 - - 1,320 (258) 0 1,559 $3.10 Super Group Limited 5.2x 4.6x Median 7.3x 6.3x Mean Preliminary Selected Publicly Traded Companies Preliminary Selected Publicly Traded Company Statistics Sources: Public filings, equity research, FactSet as of 4/19/2024. Notes: Metrics other than 2024E and 2025E lease adjusted EV / EBITDAR shown for informational reference only. Financials converted to USD using FX spot rate as of 4/19/2024. Market cap calculated using basic shares outstanding as of 4/19/2024 adjusted for equity incentive plans and in - the money equity options outstanding as of 12/31/2023. Net debt, lease liabilities, financing obligations, non - controlling interest, equity PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS
Sources: Public filings. Financials converted to USD using FX spot rate at time of announcement. Note: Metrics other than LTM EBITDAR multiples shown for informational reference only. Strictly confidential | © Macquarie Group Limited 13 Preliminary Selected Precedent Transactions Preliminary Selected Precedent Transactions PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS ($ in millions) Txn Value / LTM Transaction Date LTM EBITDAR EBITDAR Value Target Acquiror Announced US Regional Gaming Operator (Multi - Asset) 10.5x $262 $2,750 Peninsula Pacific Entertainment Churchill Downs Incorporated Feb 2022 7.8x 50 385 Mountaineer, Cape Girardeau & Caruthersville Century Casinos / VICI Properties Jun 2019 8.9x 207 1,850 Tropicana Entertainment Eldorado Resorts, Inc / Gaming & Leisure Properties, Inc Apr 2018 8.6x 96 822 American Casino & Entertainment Golden Entertainment inc Jun 2017 8.8x 194 1,700 Isle of Capri Casinos, Inc Eldorado Resorts, Inc Sep 2016 8.3x 70 580 Affinity Gaming Z Capital Partners Aug 2016 8.7x Median 8.8x Mean International Interactive 10.9x $254 $2,774 Kindred Group plc Jan 2024 FDJ Group 8.6x 34 291 MaxBet Sep 2023 Flutter Entertainment plc 8.6x 36 306 Betflag SpA Nov 2022 Lottomatica Group 13.3x 46 607 LeoVegas May 2022 MGM Resorts International 10.0x 48 480 BetCity.nl Jun 2022 Entain plc 7.7x 280 2,163 Sisal Dec 2021 Flutter Entertainment plc 10.4x 52 542 Tombola Nov 2021 Flutter Entertainment plc 7.2x 362 2,602 William Hill plc (non - US Assets) Sep 2021 888 Holdings 9.3x Median 9.6x Mean International Interactive (Grey Markets) 4.3x $41 $175 GVC (Turkey Segment) Nov 2017 Ropso Malta
plans. Strictly confidential | © Macquarie Group Limited 14 Price per Acre ($m) Acres (in Actuals) Transaction Value ($m) Location Target Acquiror Date Announced ~$13 10 $125 Front of Strip, south of the Fountainebleau LVCVA Flag Luxury Group Mar 2023 ~7 13 93 Southern end of Strip, near Mandalay Bay MGM Resorts Three Affiliated Tribes Dec 2022 ~8 10 75 Corner of Las Vegas Blvd & Convention Center Dr Undisclosed Siegel Group May 2022 ~14 25 350 Fontainebleau Steve Witkoff Jeffrey Soffer & Koch Industries Feb 2021 ~9 38 336 Across from Wynn Las Vegas Undisclosed Wynn Resorts Dec 2017 ~24 25 600 Fontainebleau Carl Icahn Steve Witkoff Aug 2017 ~$11 ~$12 Median Mean 35 Acreage Assumptions Las Vegas Tropicana Property (Total Acres) (9) ( - ) Acres Committed to Oakland A's Stadium Site 26 Uncommitted Las Vegas Tropicana Acres High Low Implied Land Valuations 26 26 Uncommitted Las Vegas Tropicana Acres $15 $10 (x) Assumed Price per Acre ($m) $390 $260 Implied Land Sale Value of the Available Acres (165) (165) ( - ) Lease Liability ($m) (1) $225 $95 Implied Value of Land Sale of Available Acres 52.9 52.9 (/) Fully Diluted Shares Outstanding (m) (2) $4.26 $1.80 Implied Equity Value per Share Illustrative Selected Precedent Land - Sale Transactions (Preliminary Tropicana Las Vegas Attributable Land Value) Sources: Public filings, press releases. Notes: “NA” denotes not publicly available. (1) Tropicana Las Vegas lease liabilities per Bally's Form 10 - K as of 12/31/2023. (2) Fully diluted shares outstanding calculated using treasury stock method and includes 40.1 million basic shares as of 2/14/2024, 7.9 million Sinclair penny warrants, 3.3 million Sinclair performance warrants, 44.1k MFK penny warrants, 8.6k Telescope contingent shares and 1.5 million outstanding awards under equity incentive PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS
Strictly confidential | © Macquarie Group Limited 15 A APPENDIX Supplemental Information PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS
Financial Reconciliation (Reconciliation from Management Projections to Attributable Financials) Sources: Bally’s projections per Bally’s management as of 4/19/2024, public filings. Note: “NA” denotes not applicable. (1) Reflects non - controlling interest adjustments for Chicago and State College, Pennsylvania development projects and Tropicana Las Vegas contribution. (2) Includes attributable rent (interest expense) associated with Chicago facility. PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS CAGR 23A - '28E 2028E 2027E 2026E 2025E 2024E 2023A 2022A ($ in millions) 11.5% $4,212.0 $3,926.0 $3,352.3 $2,889.2 $2,671.8 $2,448.7 $2,277.2 Consolidated Net Revenues: (278.0) (248.1) (105.9) - - (20.9) (95.5) (85.1) Less: Adjustment for Non - Controlling Interests (1) 10.8% $3,934.0 $3,677.9 $3,246.4 $2,889.2 $2,650.9 $2,353.2 $2,192.1 Attributable Net Revenue 7.0% 13.3% 12.4% 9.0% 12.7% 7.3% YoY Growth 10.0% $1,051.0 $980.3 $861.0 $757.9 $682.6 $653.0 $601.8 Consolidated EBITDAR: (60.7) (50.4) (19.7) - - - - (10.4) (11.2) Less: Adjustment for Non - Controlling Interests (1) 9.0% $990.3 $929.9 $841.3 $757.9 $682.6 $642.6 $590.6 Attributable EBITDAR 6.5% 10.5% 11.0% 11.0% 6.2% 8.8% YoY Growth 25.2% 25.3% 25.9% 26.2% 25.8% 27.3% % Margin 1.0% $132.2 $130.9 $129.6 $128.3 $127.1 $125.8 $53.3 Consolidated Rent: 12.0 12.1 12.2 14.1 0.3 0.4 (3.5) Less: Adjustment for Non - Controlling Interests (2) 2.7% $144.2 $143.0 $141.8 $142.5 $127.3 $126.2 $49.7 Attributable Rent 10.4% $846.2 $786.9 $699.4 $615.5 $555.3 $516.4 $540.9 Attributable Adj. EBITDA 7.5% 12.5% 13.6% 10.8% 7.5% (4.5%) YoY Growth 21.5% 21.4% 21.5% 21.3% 20.9% 21.9% % Margin $165.0 $220.9 $754.6 $599.3 $486.4 $618.8 $302.9 Consolidated Capex: (8.7) (22.7) (156.1) (145.6) (53.9) (3.1) (0.5) Less: Adjustment for Non - Controlling Interests (1) NA $156.3 $198.2 $598.5 $453.7 $432.5 $615.7 $302.4 Attributable Capex 4.0% 5.4% 18.4% 15.7% 16.3% 26.2% % of Net Revenue Strictly confidential | © Macquarie Group Limited 16
Strictly confidential | © Macquarie Group Limited 17 Preliminary Sum - of - the - Parts (Selected Trading Multiples and Precedents) Sources: Bally’s projections per Bally’s management as of 4/19/2024, public filings, FactSet as of 4/19/2024. (1) Represents implied reference range utilizing DCF methodology on both perpetuity growth and terminal Adj. EBITDAR exit multiple basis. Reflects 75% economic interest in Chicago permanent site upon opening and 51% economic interest in State College, Pennsylvania development project. (2) Represents implied reference range of Tropicana project utilizing data from selected land - sale transactions for acreage not committed to Oakland A’s stadium development, net of lease liabilities of approximately $165m per Bally's Form 10 - K as of 12/31/2023. See page 14 for further details. (3) Per Bally's Form 10 - K as of 12/31/2023. (4) Represents lease liabilities per Bally's Form 10 - K as of 12/31/2023, net of $165m of the Tropicana Las Vegas lease liability and $200m of Chicago financing obligations. (5) Fully diluted shares outstanding calculated using treasury stock method and includes 40.1 million basic shares as of 2/14/2024, 7.9 million Sinclair penny warrants, 3.3 million Sinclair performance warrants, 44.1k MFK penny warrants, 8.6k Telescope contingent shares and 1.5 million outstanding awards under equity incentive plans. PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS Implied Lease Adj. Enterprise Value Reference Range Selected Multiple Range Financial Metric ($ in millions, except per share data) Casino & Resorts $3,305 - $2,912 - 8.4x 7.4x $393 Lease Adj. EV / 2024E Adj. EBITDAR $3,109 - $2,705 - 7.7x 6.7x $404 Lease Adj. EV / 2025E Adj. EBITDAR $3,207 - $2,809 Selected Public Companies Analysis $3,781 - $3,369 - 9.2x 8.2x $413 Selected Precedent Transactions Analysis (Lease Adj. EV / Adj. EBITDAR) $3,494 - $3,089 US Casino & Resorts Value (Excl. Chicago, State College, & Las Vegas) $411 - $182 Plus: Chicago and State College, Pennsylvania Value (1) $225 - $95 Plus: Las Vegas Tropicana Value (2) $4,130 - $3,366 Total Implied US Casino & Resorts Value International Interactive $1,926 - $1,588 - 5.7x 4.7x $338 Lease Adj. EV / 2024E Adj. EBITDAR $1,838 - $1,478 - 5.1x 4.1x $360 Lease Adj. EV / 2025E Adj. EBITDAR $1,882 - $1,533 Selected Public Companies Analysis $2,864 - $2,520 - 8.3x 7.3x $344 Selected Precedent Transactions Analysis (Lease Adj. EV / Adj. EBITDAR) $2,373 - $2,027 Total Implied International Interactive Value North America Interactive $452 - $244 - 2.2x 1.2x $209 Lease Adj. EV / 2024E Revenue $623 - $314 - 2.0x 1.0x $309 Lease Adj. EV / 2025E Revenue $538 - $279 Selected Public Companies Analysis $337 - $224 - 3.0x 2.0x $112 Selected Precedent Transactions Analysis (Lease Adj. EV / Revenue) $437 - $251 Total Implied North America Interactive Value $6,941 - $5,644 - 9.8x 8.0x $706 Implied Consolidated Lease Adj. Enterprise Value (Adj. EBITDAR - Pre - Corporate) ($627) - ($510) - 9.8x 8.0x ($64) Total Implied Corporate (Adj. EBITDAR) $6,314 - $5,135 - 9.8x 8.0x $643 Implied Consolidated Lease Adj. Enterprise Value (Adj. EBITDAR) (3,563) (3,563) Less: Net Debt + Non - Controlling Interest (3) (1,038) (1,038) Less: Lease Liabilities (4) $1,712 - $533 Implied Equity Value 52.9 52.9 Fully Diluted Shares Outstanding (m) (5) $32.39 - $10.08 Implied Equity Value per Share
Source: Public filings. Financials converted to USD using the FX spot rate at the time of announcement. Strictly confidential | © Macquarie Group Limited 18 ($ in millions) Txn Value / LTM Transaction Date LTM EBITDAR EBITDAR Value Target Acquiror Announced US Regional Gaming Operator (Large Market, Single Asset) 10.3x $72 $745 JACK Cincinnati Casino Hard Rock International / VICI Properties Apr 2019 10.4x 97 1,000 Greektown Casino - Hotel Penn National / VICI Properties Nov 2018 11.3x 129 1,450 Rivers Casino Des Plaines Churchill Downs Incorporated Oct 2018 12.1x 70 850 Empire City Casino MGM Resorts / MGM Growth Properties May 2018 10.6x 100 1,060 Hard Rock Rocksino Northfield Park MGM Growth Properties Apr 2018 8.8x 147 1,300 Sands Bethlehem Wind Creek Hospitality Mar 2018 12.1x 140 1,700 Centaur Gaming Caesars Entertainment Nov 2017 10.6x Median 10.8x Mean US Regional Gaming Operator (Small Market, Single Asset) 9.9x $26 $260 Rocky Gap Casino Resort Aug 2022 Century Casinos / VICI Properties 9.1x 33 300 Nugget Sparks Feb 2022 Century Casinos 8.4x 27 230 Isle of Capri Casino Kansas City & Lady Luck Casino Vicksburg Jul 2019 Twin River Worldwide Holdings 7.8x 50 385 Mountaineer, Cape Girardeau & Caruthersville Jun 2019 Century Casinos / VICI Properties 8.0x 22 179 Edgewater Hotel & Casino, Colorado Belle Hotel & Casino Jul 2018 Golden Entertainment 8.5x 44 376 Margaritaville Resort Casino (Bossier City, LA) Jun 2018 Penn National / VICI Properties 9.0x 36 328 Grand Victoria Casino Elgin Apr 2018 Eldorado Resorts 8.8x 20 179 Presque Isle Downs Feb 2018 Churchill Downs 7.0x 40 281 Valley Forge Casino Resort Dec 2017 Boyd Gaming Corp 8.5x Median 8.5x Mean 9.1x Total Median 9.5x Total Mean Preliminary Selected Single Asset Transactions (Informational Reference Only) Informational Reference Only – Preliminary Selected Single Asset Transactions PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS
34% 48% Implied Selected Precedent Premia Analysis Source : FactSet . ( 1 ) Includes transactions since 2010 for North American companies greater than $ 100 million in Enterprise Value, excluding master limited partnership and real estate transactions . Includes transactions with both stock and cash consideration . Represents transactions where a stockholder ( 10 % to 50 % ownership) acquired outstanding public stock . ( 2 ) Includes transactions since 2019 for North American transactions greater than $ 100 million in Enterprise Value, excluding master limited partnership and real estate transactions . Includes transactions with both stock and cash consideration . 37% Strictly confidential | © Macquarie Group Limited 19 47% Median Median Mean Mean Implied Premia to 30 - Day VWAP: Minority Take Private Transactions (1) Implied Premia to 30 - Day VWAP: All Transactions (2) 30 - Day VWAP Premia Summary Statistics 30 - Day VWAP Premia Summary Statistics 22% 25th Percentile 25% 25th Percentile 37% Median 34% Median 47% Mean 48% Mean 60% 75th Percentile 57% 75th Percentile 349 Transaction Count 29 Transaction Count PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS
Strictly confidential | © Macquarie Group Limited 20 US Regional Gaming Operators Estimated Weighted Average Cost of Capital Estimated Cost of Equity and Debt 15.0% Estimated Cost of Equity 1.66 Re - Levered Beta (1) 62.7% Equity / Total Capitalization Ratio 5.5% Equity Market Risk Premium (2) 6.5% Estimated After - Tax Cost of Debt 9.1% Beta Adjusted Equity Market Risk Premium 37.3% Debt / Total Capitalization Ratio 4.6% Risk - Free Rate (US 10 - Year Treasury Rate) (3) 1.2% Size - Premium (4) 15.0% Estimated Cost of Equity 8.4% Pre - Tax Cost of Debt (5) 22.0% Applicable Tax Rate 11.8% Weighted Average Cost of Capital 6.5% Estimated After - Tax Cost of Debt International Interactive Estimated Weighted Average Cost of Capital Estimated Cost of Equity and Debt 12.3% Estimated Cost of Equity 1.17 Re - Levered Beta (1) 71.8% Equity / Total Capitalization Ratio 5.5% Equity Market Risk Premium (2) 6.5% Estimated After - Tax Cost of Debt 6.5% Beta Adjusted Equity Market Risk Premium 28.2% Debt / Total Capitalization Ratio 4.6% Risk - Free Rate (US 10 - Year Treasury Rate) (3) 1.2% Size - Premium (4) 12.3% Estimated Cost of Equity 8.4% Pre - Tax Cost of Debt (5) 22.0% Applicable Tax Rate 10.7% Weighted Average Cost of Capital 6.5% Estimated After - Tax Cost of Debt US Online B2C Operators Estimated Weighted Average Cost of Capital Estimated Cost of Equity and Debt 15.8% Estimated Cost of Equity 1.81 Re - Levered Beta (1) 100.0% Equity / Total Capitalization Ratio 5.5% Equity Market Risk Premium (2) -- % Estimated After - Tax Cost of Debt 9.9% Beta Adjusted Equity Market Risk Premium -- % Debt / Total Capitalization Ratio 4.6% Risk - Free Rate (US 10 - Year Treasury Rate) (3) 1.2% Size - Premium (4) 15.8% Estimated Cost of Equity -- % Pre - Tax Cost of Debt (5) 22.0% Applicable Tax Rate Weighted Average Cost of Capital 15.8% Estimated After - Tax Cost of Debt -- % Combined Weighted Average Cost of Capital 11.6% Illustrative Weighted Average Cost of Capital Calculation Sources: Public filings, Kroll, FactSet and Bloomberg as of 4/19/2024. (1) Levered Beta = Unlevered Beta x [1 + (1 – Tax Rate)(Debt / Equity)]; unlevered beta and debt / equity based on median of selected public companies. (2) Based on Kroll US equity risk premium as of 12/31/2023. (3) Based on US 10 - year treasury rate per Bloomberg. (4) Based on Kroll CRSP size premiums as of 12/31/2023. Reflects low cap decile. (5) Based on Advantage Data. Reflects B2 issuance index based on credit ratings of selected public companies. PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS
PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS Strictly confidential | © Macquarie Group Limited 21
Exhibit 107
CALCULATION OF FILING FEE TABLES
Schedule 13E-3
(Form Type)
BALLY’S CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Table 1: Transaction Valuation
Proposed
Maximum Aggregate Value of Transaction | Fee
Rate | Amount
of Filing Fee | ||||||||||
Fees to be Paid | $ | 458,137,433.25 | (1)(2) | $ | 0.00014760 | $ | 67,621.08 | (3) | ||||
Fees Previously Paid | 0 | 0 | 0 | |||||||||
Total Transaction Valuation | $ | 458,137,433.25 | – | – | ||||||||
Total Fees Due for Filing | – | – | $ | 67,621.08 | ||||||||
Total Fees Previously Paid | – | – | 0 | |||||||||
Total Fee Offsets | – | – | $ | 67,621.08 | (4) | |||||||
Net Fee Due | – | – | $ | 0 |
Table 2: Fee Offset Claims and Sources
Registrant
or Filer Name |
Form
of Filing Type |
File Number | Initial
Filing Date |
Filing Date | Fee
Offset Claimed |
Fee
paid with Fee Offset Source |
||||||||||||
Fee Offset Claims | PREM14A | 001-38850 | August 27, 2024 | $ | 67,621.08 | |||||||||||||
Fee Offset Sources | Bally’s Corporation | PREM14A | 001-38850 | August 27, 2024 | $ | 67,621.08 |
(1) | Aggregate number of securities to which transaction applies: As of August, 23, 2024, the maximum number of shares of Bally’s Corporation common stock, par value $0.01 per share (“Company Common Stock”), to which this transaction applies is estimated to be 25,103,421 shares, which is calculated as follows: (i) 40,646,542 shares of Company Common Stock that are issued and outstanding on such date; minus (ii) 15,543,121 shares of Company Common Stock, the holders of which are parties to support agreements and will retain their shares of Company Common Stock post-closing. The holders of the remaining 25,103,421 shares of Company Common Stock that are issued and outstanding on such date (“Target Shareholders”) are entitled to receive the per share cash merger consideration of $18.25. For purposes of the fee calculation, the Registrant has assumed that all Target Shareholders will elect to receive the per share cash merger consideration.
|
(2) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): Estimated solely for the purposes of calculating the filing fee, as of August 23, 2024, the underlying value of the transaction was calculated based on the product of (i) 25,103,421 shares of Company Common Stock eligible to receive the per share cash merger consideration; and (ii) the per share cash merger consideration of $18.25. |
(3) | In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the filing fee was determined by multiplying the sum calculated in Note 2 above by .00014760. |
(4) | Bally’s Corporation previously paid $67,621.08 upon the filing of its Preliminary Proxy Statement on Schedule 14A on August 27, 2024 in connection with the transaction reported hereby. |