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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 8-K
_______________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 1, 2021
________________________
Bally's Corporation
(Exact name of registrant as specified in its charter)
Delaware 001-38850 20-0904604
(State or other jurisdiction of incorporation or (Commission File Number) (I.R.S. Employer Identification No.)
organization)
100 Westminster Street
Providence RI 02903
(Address of Principal Executive Offices and Zip Code)
________________________
(401) 475-8474
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12 (b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Common stock, $0.01 par value BALY New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒Item 2.01 Completion of Acquisition or Disposition of Assets.
On June 3, 2021, Bally’s Corporation ("Bally's") completed its previously announced acquisition of the Tropicana Evansville casino operations from
Caesars Entertainment, Inc. The total purchase price was $140 million, subject to customary adjustments, which was funded without any cash outlay. As part of the
acquisition, Gaming and Leisure Properties, Inc. ("GLPI"), a publicly traded gaming-focused real estate investment trust ("REIT"), acquired the Evansville casino
real estate for $340 million and leased it to Bally’s for $28 million per year in rent, subject to escalation.
Item 7.01 Regulation FD.
On June 4, 2021, Bally’s published a press release announcing the closing of the Tropicana Evansville transaction and, on June 1, 2021, a press release
announcing the closing of the Bet.Works transaction. A copy of the press releases are furnished as Exhibit 99.1 and 99.2, respectively.
Item 8.01 Other Events.
On June 1, 2021, Bally’s acquired Bet.Works Corp ("Bet.Works") for approximately $62.5 million in cash and 2,084,765 of common shares, subject to
customary adjustments. Bet.Works shareholders have agreed not to transfer any Bally’s common shares prior to June 1, 2022 and, for the following 12 months,
may transfer only up to 1% of Bally’s common shares per every 90 days.
As of June 1, 2021, Bally’s had 44,544,289 common shares outstanding and (1) up to 12,830,730 shares (4,919,006 of which are subject to the satisfaction
of performance metrics) issuable upon exercise of options and warrants issued in connection with Bally’s strategic partnership with Sinclair; (2) 812,161 common
shares issuable upon exercise of penny warrants issued in connection with Bally’s acquisition of Monkey Knife Fight; (3) up to 204,779 common shares (based on
the exchange rate of €0.82:1 USD and Bally's closing stock of $59.63, in each case of June 2, 2021) issuable to SportCaller selling stockholders subject to
achievement of certain post-closing performance targets; and (4) 60,000 vested and unexercised stock options at an exercise price of $4.31 per share.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The financial statements (if any) required by Item 9.01(a) of Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than
August 17, 2021.
(b) Pro Forma Financial Information.
The pro forma financial statements (if any) required by Item 9.01(b) of Form 8-K will be filed by amendment to this Current Report on Form 8-K no later
than August 17, 2021.
(d) Exhibits
Exhibit No. Description
99.1 Press Release dated June 4, 2021 regarding the Tropicana Evansville transaction.
99.2 Press Release dated June 1, 2021 regarding the Bet.Works transaction.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
BALLY'S CORPORATION
By: /s/ Stephen H. Capp
Name: Stephen H. Capp
Title: Executive Vice President and
Chief Financial Officer
Date: June 4, 2021Exhibit 99.1
BALLY’S CORPORATION COMPLETES ACQUISITION OF TROPICANA EVANSVILLE CASINO
Transaction Expands Bally’s Physical and Interactive Footprint into Eleventh State
Acquisition Includes Unencumbered Rights to Evansville’s Sports Betting and iGaming Skins
PROVIDENCE, R.I., June 4, 2021 – Bally’s Corporation (NYSE: BALY), a leading U.S. omnichannel provider of land-based gaming and
interactive entertainment, today announced that it completed its acquisition of the Tropicana Evansville casino operations from Caesars
Entertainment, Inc. (NASDAQ: CZR). As part of the transaction, Bally’s also acquired the unencumbered rights to the Evansville operations’
sports betting and iGaming skins, which will provide the Company with greater access to the growing Indiana gaming market.
George Papanier, President and Chief Executive Officer of Bally’s Corporation, said, “The Tropicana Evansville acquisition closing marks
another major accomplishment in what has already been a truly remarkable year for Bally’s. As we continue to implement our growth and
diversification strategy with precision, we are excited to welcome the Tropicana Evansville into the Bally’s family and look forward to the
opportunity to provide our first-in-class land-based and interactive entertainment offerings to the Indiana gaming market.”
As previously announced, Bally’s acquired the Tropicana Evansville for $140 million. As part of the transaction, an affiliate of Gaming &
Leisure Properties, Inc. (“GLPI”) acquired the real estate associated with the Tropicana Evansville casino for $340 million, which it is leasing
to Bally’s for $28 million per year, subject to escalation. GLPI also acquired the real estate associated with Bally’s Dover Downs casino for
$144 million, which it is leasing back to Bally’s for $12 million per year, subject to escalation. Both leases are governed by a master lease
agreement with GLPI, which has an initial term of 15 years and includes four, five-year options.
As a result of this structure, no cash outlay was required by Bally’s at closing. Bally’s expects this transaction to be immediately accretive to
earnings.
Tropicana Evansville maintains 79,000 square feet of enclosed space, including 45,000 square feet of casino floor, four dining venues, a race
and sportsbook, and back of house space. The complex also includes 11,000 square feet of convention space adjacent to the casino, and a
Riverfront Event Center located across the street, which includes 10,000 square feet of convention space overlooking the Ohio River.
Accommodations include a 243-room hotel tower and a 95-room boutique hotel.About Bally’s Corporation
Bally’s Corporation is the premier, full-service, vertically integrated sports betting and iGaming company in the U.S. with a B2B2C business
model. It currently owns and manages 13 casinos across nine states, a horse racetrack and 13 authorized OTB licenses in Colorado. It also
owns Bet.Works, a first-in-class sports betting platform, Monkey Knife Fight, the fastest growing daily fantasy sports site in North America,
and SportCaller, a leading global B2B free-to-play game provider.
With more than 6,000 employees, the Company’s operations include 14,445 slot machines, 498 game tables and 3,680 hotel rooms.
Following the completion of pending acquisitions, which include the Jumer’s Casino & Hotel (Rock Island, IL) and the Tropicana Las Vegas
(Las Vegas, NV), as well as the construction of a land-based casino near the Nittany Mall in State College, PA, Bally’s will own and manage
16 casinos across 11 states. Bally’s also maintains a multi-year market access partnership with Elite Casino Resorts, through which it will
provide mobile sports betting in Iowa, and a temporary sports wagering permit to conduct online sports betting in the Commonwealth of
Virginia. Its shares trade on the New York Stock Exchange under the ticker symbol “BALY”.
Cautionary Note Regarding Forward-Looking Statements
This document includes forward-looking statements within the meaning of the securities laws. Forward-looking statements are statements as
to matters that are not historical facts, and include statements about Bally's plans, objectives, expectations and intentions.
Forward-looking statements are not guarantees and are subject to risks and uncertainties. Forward-looking statements are based on Bally's
current expectations and assumptions. Although Bally's believes that its expectations and assumptions are reasonable at this time, they should
not be regarded as representations that Bally's expectations will be achieved. Actual results may vary materially. Forward-looking statements
speak only as of the time of this document and Bally's does not undertake to update or revise them as more information becomes available,
except as required by law.
Important factors beyond those that apply to most businesses, some of which are beyond Bally's control, that could cause actual results to
differ materially from our expectations and assumptions include, without limitation:
• uncertainties surrounding the COVID-19 pandemic, including limitations on Bally's operations, increased costs, changes in customer
attitudes, impact on Bally's employees and the ongoing impact of COVID-19 on general economic conditions;
• unexpected costs, difficulties integrating and other events impacting Bally's recently completed and proposed acquisitions and Bally's
ability to realize anticipated benefits;
• risks associated with Bally's rapid growth, including those affecting customer and employee retention, integration and controls;
• risks associated with the impact of the digitalization of gaming on Bally's casino operations, Bally's expansion into iGaming and
sports betting and the highly competitive and rapidly changing aspects of Bally's new interactive businesses generally;
• the very substantial regulatory restrictions applicable to Bally's, including costs of compliance;
• restrictions and limitations in agreements governing Bally's debt could significantly affect Bally's ability to operate our business and
our liquidity; and
• other risks identified in Part I. Item 1A. "Risk Factors" of Bally's Annual Report on Form 10–K for the fiscal year ended December
31, 2019 as filed with SEC on March 13, 2020 and other filings with the SEC.The foregoing list of important factors is not exclusive and does not include matters like changes in general economic conditions that affect substantially all gaming businesses. You should not place undue reliance on Bally's forward-looking statements. Investor Contact Steve Capp Executive Vice President and Chief Financial Officer 401-475-8564 InvestorRelations@twinriver.com Media Contact Richard Goldman / David Gill Kekst CNC 646-847-6102 / 917-842-5384 BallysMediaInquiries@kekstcnc.com
Exhibit 99.2
BALLY’S CORPORATION CLOSES BET.WORKS ACQUISITION
Solidifies Position as Premier, Full-Service, Vertically Integrated Sports Betting and iGaming Company in the U.S. With a B2B2C Business
Model
PROVIDENCE, R.I., June 1, 2021 – Bally’s Corporation (NYSE: BALY), a leading U.S. omnichannel provider of land-based gaming and
interactive entertainment, today announced that it has completed its previously announced acquisition of Bet.Works -- a U.S. based, sports
betting platform provider to operators in New Jersey, Iowa, Indiana and Colorado. The transaction, which includes Bet.Works’ proprietary
technology stack and turnkey solutions comprised of marketing, operations, customer service, risk management and compliance, makes
Bally’s the premier, full-service, vertically integrated sports betting and iGaming company in the U.S. with physical casinos, online gaming
solutions and a B2B2C business model united under a single, preeminent brand. The total purchase price of the acquisition was $125 million,
half of which was paid in Bally’s common stock, which Bet.Works shareholders agreed to hold for at least one year.
Soo Kim, Chairman of Bally’s Corporation’s Board of Directors, said, “Completing our acquisition of Bet.Works represents a significant
milestone for Bally’s as we continue to embark on our long-term growth and diversification strategy. In just a few short years, we have
transformed the company from a regional casino operator into the only U.S. gaming and entertainment company providing customers with an
omni-channel experience that combines a national portfolio of best-in-class properties with unmatched digital capabilities. With Bet.Works’
market-leading technology underpinning our interactive platform, we are well positioned to capitalize on significant opportunities in what
continues to be a rapidly expanding industry, and we are looking forward to launching additional interactive offerings later this year.”
With the closing of the transaction, Bally’s will create two distinct operating divisions: “Bally's Casinos,” which will include the company’s
physical gaming and entertainment properties, and “Bally’s Interactive,” which will be comprised of all of Bet.Works’ sports betting
operations. “Bally’s Interactive” will also include Monkey Knife Fight, the fastest growing daily fantasy sports site in North America, and
SportCaller, a leading global B2B free-to-play game provider.
“We are pleased to formally welcome David and the entire Bet.Works team to the Bally’s family,” said George Papanier, President and Chief
Executive Officer of Bally’s Corporation. “Since we announced the acquisition last year, a tremendous amount of work has gone into
developing our online sports betting and interactive product suite, and we are extremely confident in the superior experience that our
differentiated platform will provide to our more than 14 million active customers. We can’t wait to provide sports fans across the country
with new and innovative ways to engage with their favorite teams as we continue to bring additional assets online over the coming months.”
Bet.Works Founder and CEO, David Wang, will lead the integration of Bet.Works’ experienced team of over 190 employees. Bally's
Interactive plans to open a technology development center in Rhode Island by the end of the year, which will consist initially of 25
employees.Wang stated, “On behalf of the entire Bet.Works team, we are excited to now be a part of Bally’s interactive gaming operations. Bally’s has experienced unprecedented growth over the past year, and we look forward to further advancing the company’s sports betting and iGaming portfolio with new technological innovations, including integrations with Bally Sports and enhancements to the recently launched Bally Bet sportsbook in Colorado.” Following the recently announced beta rollout of the Bally Bet sportsbook app in Colorado, Bally’s intends to launch mobile sportsbooks in three additional markets in 2021, with subsequent launches to occur in 2022. The Bally Bet app is now available for download in Colorado on both iOS and Android, and is also accessible via desktop at www.ballybet.com. For more information, follow @ballybet on Twitter. About Bally’s Corporation Bally’s Corporation is the premier, full-service, vertically integrated sports betting and iGaming company in the U.S. with a B2B2C business model. It currently owns and manages 12 casinos across eight states, a horse racetrack and 13 authorized OTB licenses in Colorado. It also owns Bet.Works, a first-in-class sports betting platform, Monkey Knife Fight, the fastest growing daily fantasy sports site in North America, and SportCaller, a leading global B2B free-to-play game provider. With more than 6,000 employees, the Company’s operations include 13,308 slot machines, 460 game tables and 3,342 hotel rooms. Following the completion of pending acquisitions, which include Tropicana Evansville (Evansville, IN), Jumer’s Casino & Hotel (Rock Island, IL), and Tropicana Las Vegas (Las Vegas, NV), as well as the construction of a land-based casino near the Nittany Mall in State College, PA, Bally’s will own and manage 16 casinos across 11 states. Bally’s also maintains a multi-year market access partnership with Elite Casino Resorts through which it will provide mobile sports betting in Iowa, and a temporary sports wagering permit to conduct online sports betting in the Commonwealth of Virginia. Its shares trade on the New York Stock Exchange under the ticker symbol “BALY”. Cautionary Note Regarding Forward-Looking Statements This document includes forward-looking statements within the meaning of the securities laws. Forward-looking statements are statements as to matters that are not historical facts, and include statements about Bally's plans, objectives, expectations and intentions. Forward-looking statements are not guarantees and are subject to risks and uncertainties. Forward-looking statements are based on Bally’s current expectations and assumptions. Although Bally's believes that its expectations and assumptions are reasonable at this time, they should not be regarded as representations that Bally’s expectations will be achieved. Actual results may vary materially. Forward-looking statements speak only as of the time of this document and Bally's does not undertake to update or revise them as more information becomes available, except as required by law. Important factors beyond those that apply to most businesses, some of which are beyond Bally’s control, that could cause actual results to differ materially from our expectations and assumptions include, without limitation:
• uncertainties surrounding the COVID-19 pandemic, including limitations on Bally’s operations, increased costs, changes in customer
attitudes, impact on Bally's employees and the ongoing impact of COVID-19 on general economic conditions;
• unexpected costs, difficulties integrating and other events impacting Bally's recently completed and proposed acquisitions and Bally's
ability to realize anticipated benefits;
• risks associated with Bally's rapid growth, including those affecting customer and employee retention, integration and controls;
• risks associated with the impact of the digitalization of gaming on Bally’s casino operations, Bally's expansion into iGaming and
sports betting and the highly competitive and rapidly changing aspects of Bally's new interactive businesses generally;
• the very substantial regulatory restrictions applicable to Bally’s, including costs of compliance;
• restrictions and limitations in agreements governing Bally’s debt could significantly affect Bally's ability to operate our business and
our liquidity; and
• other risks identified in Part I. Item 1A. “Risk Factors” of Bally's Annual Report on Form 10–K for the fiscal year ended December
31, 2020 as filed with SEC on March 10, 2021 and other filings with the SEC.
The foregoing list of important factors is not exclusive and does not include matters like changes in general economic conditions that affect
substantially all gaming businesses.
You should not place undue reliance on Bally’s forward-looking statements.
Investor Contact
Steve Capp
Executive Vice President and Chief Financial Officer
401-475-8564
InvestorRelations@twinriver.com
Media Contact
Richard Goldman / David Gill
Kekst CNC
646-847-6102 / 917-842-5384
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