Bally’s Corporation Announces Merger with Standard General Affiliates

Bally’s Corporation has entered into a definitive merger agreement with affiliates of Standard General L.P., the company’s largest common stockholder. According to the terms of the agreement, Standard General will acquire Bally’s outstanding shares for $18.25 per share, representing a 71% premium over the company’s 30-day volume weighted average price per share as of March 8, 2024, before the public disclosure of Standard General’s initial cash acquisition proposal of $15.00 per share.

As part of the agreement, Bally’s stockholders have the option to retain all or a portion of their investment through a rollover election. Those electing to retain their shares will continue as stockholders of the combined entity, which will remain publicly traded under the Securities Act of 1934. This transaction values Bally’s at approximately $4.6 billion in enterprise value.

The merger will see Bally’s combine with The Queen Casino & Entertainment Inc. (QC&E), a regional casino operator majority-owned by funds managed by Standard General. QC&E operates four casinos across three states, including DraftKings at Casino Queen in East St. Louis, IL, the Queen Marquette in Marquette, IA, and the Queen Baton Rouge and the Belle of Baton Rouge in Baton Rouge, LA. QC&E is currently undertaking redevelopment projects at two properties, expected to complete in 2025, aimed at generating significant organic growth. This merger will expand Bally’s Casino & Resorts segment to 19 gaming, entertainment, and hospitality facilities across 11 U.S. states.

Supporting the transaction, Sinclair Broadcast Group, Inc., and Noel Hayden have committed to making rollover elections. Consequently, at least 47% of Bally’s fully diluted equity interests will be rolled over into the combined entity.

A special committee of independent and disinterested directors from Bally’s Board, advised by independent financial and legal advisors, has determined that the merger is in the best interest of Bally’s and its stockholders, excluding Standard General, Sinclair, and Noel Hayden. The special committee has unanimously recommended the approval of the merger, a recommendation that Bally’s Board of Directors has acted upon, urging stockholders to approve the merger. The factors considered by the special committee in making its decision will be detailed in public proxy filings by Bally’s. Recommendations are being made with respect to the cash consideration, not the rollover election.

Jaymin Patel, Chairman of the Special Committee, said, “After a detailed consideration by the Special Committee, with the assistance of our outside financial and legal advisors, it was determined that the Cash Consideration from Standard General delivers a meaningful and immediate value to stockholders. We look forward to working with the team at Standard General and QC&E as we move through the process to complete the merger.”

Robeson Reeves, Bally’s Chief Executive Officer, said, “Our team is well positioned to continue to execute on our initiatives to drive growth across all our segments including in our International Interactive business, North America Interactive and our Casinos & Resorts (“C&R”) segments, while proceeding with our development pipeline, including construction of our permanent casino resort in Chicago, for which we recently announced a comprehensive financing plan. The addition of four complementary properties through this merger to our existing 15 domestic casino properties will add further geographic and market diversity to our portfolio. With QC&E’s development pipeline recently completed or already well underway, we see a path toward additional revenue and EBITDAR growth and value accretion as those projects are completed in 2025. We look forward to bringing our ultimate vision to bear and to working closely with the Standard General team to execute on that vision.”

Soo Kim, Managing Partner of Standard General, said, “The Transaction provides Bally’s stockholders with a significant cash premium along with certainty of value for their investment or, if they elect to retain their shares, the opportunity to participate in the longer-term growth prospects of our expanded portfolio and significant development pipeline. The addition of the complementary QC&E assets builds upon the Company’s attractive growth profile. We look forward to working with the Board of Directors and the Company’s senior management team as they continue to execute on their business plan.”