Bally’s to be acquired by Standard General for $18.25 per share

Bally’s (BALY) announced that it has entered into a definitive merger agreement pursuant to which Standard General, the company’s largest common stockholder, will acquire the company’s outstanding shares for $18.25 per Bally’s share. The price represents a 71% premium over the company’s 30-day volume weighted average price per share as of March 8, the last trading day before the public disclosure of Standard General’s initial cash acquisition proposal of $15.00 per share. In lieu of receiving the cash consideration, Bally’s stockholders may elect to retain all or a portion of their Bally’s stock by means of a rollover election. Bally’s stockholders electing to retain all or a portion of their Bally’s investment will continue as stockholders of the combined company. The transaction values Bally’s at approximately $4.6B in enterprise value. The combined company will remain a publicly traded registrant under the Securities Act of 1934. Pursuant to the merger, Bally’s will combine with The Queen Casino & Entertainment, or QC&E, a regional casino operator majority-owned by funds managed by Standard General. QC&E is a regional gaming, hospitality and entertainment company that currently owns and operates four casinos across three states, including DraftKings at Casino Queen in East St. Louis, IL, the Queen Marquette in Marquette, IA, and the Queen Baton Rouge and the Belle of Baton Rouge in Baton Rouge, LA. QC&E is in the process of executing on transformational redevelopment projects at two of its four properties which are expected to be completed in 2025 and generate meaningful organic growth. The combination will expand the company’s Casino & Resorts segment to 19 gaming, entertainment and hospitality facilities across 11 U.S. states and enhance the company’s development pipeline with several exciting projects. In connection with the transaction, in addition to Standard General, Sinclair Broadcast Group (SBGI), and Noel Hayden have committed to support the merger and to make rollover elections. As a result, at least 47% of Bally’s outstanding fully-diluted equity interests will be rolled over into the combined company. A special committee of independent and disinterested directors of Bally’s board of directors, which has been advised by its own independent financial and legal advisors in evaluating the merger and the cash consideration, determined that the merger is in the best interest of Bally’s and its stockholders and unanimously recommended that the company’s board of directors approve the merger. Acting upon the recommendation of the special committee, Bally’s board of directors approved the merger and recommends that stockholders approve the merger. The factors considered by the special committee in arriving at its unanimous decision will be outlined in public proxy filings to be made by Bally’s. The Bally’s special committee and board of directors are making recommendations with respect to the cash consideration and are not making recommendations with respect to the rollover election. Standard General has obtained $500M of committed financing to support the merger. The cash proceeds from the financing, in connection with the company’s existing resources, will be used to effectuate the merger and fund the cash consideration to Bally’s stockholders. The transaction is subject to receipt of regulatory approvals, the approval by Bally’s stockholders, and satisfaction of other customary closing conditions, and is expected to close in first half of 2025.