Bally's Corp SC TO-C, filed May 6, 2022
Bally's Corp (BALY)
SC TO-C
2022-05-06
View Original
Added on
October 22, 2026
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
________________________
BALLY’S CORPORATION
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
05875B106
(CUSIP Number of Class of Securities)
________________________
Robert Lavan
Chief Financial Officer
Bally’s Corporation
100 Westminster Street
Providence, Rhode Island 02903
(401) 475-8474
________________________
Chief Financial Officer
Bally’s Corporation
100 Westminster Street
Providence, Rhode Island 02903
(401) 475-8474
________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person)
Copy to:
Robert A. Profusek
Rory T. Hood
Jones Day
Jones Day
250 Vesey Street
New York, New York 10281
(212) 326-3939
________________________
New York, New York 10281
(212) 326-3939
________________________
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. | |||||
| Check the appropriate boxes below to designate any transactions to which the statement relates: | |||||
third party tender offer subject to Rule 14d-1. | |||||
issuer tender offer subject to Rule 13e-4. | |||||
going-private transaction subject to Rule 13e-3. | |||||
amendment to Schedule 13D under Rule 13d-2. | |||||
Check the following box if the filing is a final amendment reporting the results of the tender offer: | |||||
| If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon: | |||||
Rule 13e-4(i) (Cross-Board Issuer Tender Offer) | |||||
Rule 14d-1(d) (Cross-Board Third-Party Tender Offer) | |||||
On May 5, 2022, Bally’s Corporation (“Bally’s”) held an earnings conference call during which executives of Bally’s discussed its previous announcement that its board of directors determined that Bally’s should pursue initiating a cash tender offer to purchase its common stock. An excerpted transcript of the conference call containing discussion relating to the tender offer is included as Exhibit 99.1 to this Schedule TO. The commencement of the tender offer is subject to, among other things, obtaining committed financing and final approval by Bally’s board of directors. As such, there can be no assurance that Bally’s will commence a tender offer or, if so, as to the timing or terms thereof.
Additional Information and Where to Find It
This communication is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell common stock of Bally’s. The tender offer will be made only pursuant to an offer to purchase, letter of transmittal and related materials that Bally’s intends to distribute to its shareholders and file with the Securities and Exchange Commission (the “SEC”). Shareholders and investors should carefully read the offer to purchase, letter of transmittal and related materials because they will contain important information, including the various terms of, and conditions to, the tender offer. Shareholders and investors will be able to obtain a free copy of the tender offer statement on Schedule TO, the offer to purchase, letter of transmittal and other documents that Bally’s intends to file with the SEC at the SEC’s website at www.sec.gov or by calling the Information Agent (to be identified at the time the offer is made) for the tender offer. Shareholders are urged to carefully read these materials prior to making any decision with respect to the tender offer.
Item 12. Exhibits
| Exhibit Number | Description | |||||||
| 99.1 | ||||||||
Exhibit 99.1
The following are excerpts from a transcript for Bally’s Corporation’s (“Bally’s”) earnings conference call held on May 5, 2022:
* * *
Question: Barry Jonas
Congrats, Bobby, on the new role. Maybe just as a first question, can you give any color on the strategic review and the conclusion?
Answer: Lee Fenton
Barry, obviously, we're limited in what we can say here. But I'll pass this one over to our new CFO, Bobby Lavan, who can give you a bit more color.
Answer: Robert Lavan
Thanks, Barry. The committee hired world-class financial and legal experts who did a lot of analysis, had discussions with representatives of Standard General and worked hard to get to what was the best interests of the shareholders. The committee worked hard with advisers, assessing among other things, the terms of Standard General's proposal and the fact that it was financed a significant part from sale-leaseback transactions, future prospects, including the synergies that we expect to realize and other opportunities we hope to be available, and recent and historical trading prices and other factors. So at the conclusion of the review, Standard General and Bally’s could not reach an agreement, so the committee decided to terminate discussions. And while it is not an alternative, we are pursuing a tender offer to return significant amounts of capital to shareholders.
Question: Barry Jonas
Great. And then in regards to the proposed tender offer as well as other developments you're pursuing, whether that's Vegas or other cities, how are you thinking about financing? And maybe walk us through how you see net leverage progressing for the company?
Answer: Robert Lavan
Yes. I mean, Barry, as you know, tender offer rules are very strict. So the commencement of the offer is subject to obtaining committed financing, and we are evaluating all the options with our advisers, so stay tuned…
* * *
Question: Stephen Grambling
Maybe another follow-up just on the tender, I guess, determined the magnitude, the $300 to $500, I guess, why was that the appropriate range?
Answer: Lee Fenton
Bobby?
Answer: Robert Lavan
Yes. I mean, that was where the Board felt that a good amount was, but we can't comment more than that.
Question: Stephen Grambling
And is the tender offer kind of the ultimate end result of that review? Or would you say that there's also other opportunities that you could think about that are still being evaluated.
Answer: Robert Lavan
This is the ultimate end of the review. The Board is always evaluating ways to drive long-term shareholder value.
* * *
This communication is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell common stock of Bally's. The tender offer will be made only pursuant to an offer to purchase, letter of transmittal and related materials that Bally's intends to distribute to its shareholders and file with the SEC. Shareholders and investors should carefully read the offer to purchase, letter of transmittal and related materials because they will contain important information, including the various terms of, and conditions to, the tender offer. Shareholders and investors will be able to obtain a free copy of the tender offer statement on Schedule TO, the offer to purchase, letter of transmittal and other documents that Bally's intends to file with the SEC at the SEC's website at www.sec.gov or by calling the Information Agent (to be identified at the time the offer is made) for the tender offer. Shareholders are urged to carefully read these materials prior to making any decision with respect to the tender offer.