공시 • Feb 08
The Queen Casino & Entertainment Inc completed the acquisition of remaining 73.9% stake in Bally's Corporation (NYSE:BALY) from BlackRock Institutional Trust Company, National Association, K&F Growth Capital LLC, SBG Gaming, LLC, Noel Hayden, Standard RI Ltd and others.
The Queen Casino & Entertainment Inc submits a non-binding proposal letter to acquire remaining 73.9% stake in Bally's Corporation (NYSE:BALY) from BlackRock Institutional Trust Company, National Association, K&F Growth Capital LLC, SBG Gaming, LLC, Noel Hayden, Standard RI Ltd and others for approximately $490 million on March 11, 2024. The Queen Casino & Entertainment Inc enter into an agreement to acquire remaining 73.9% stake in Bally's Corporation (NYSE:BALY) from BlackRock Institutional Trust Company, National Association, K&F Growth Capital LLC, SBG Gaming, LLC, Noel Hayden, Standard RI Ltd and others for approximately $590 million on July 25, 2024. Standard General will acquire all of the outstanding shares of Common Stock not currently owned by Standard General at a price of $15.00 per share. The Merger Agreement provides, among other things and on the terms and subject to the conditions in the Merger Agreement, in connection with the closing of the transaction, (i) SG Gaming will contribute to the Company all shares of common stock, par value $0.00000198 per share, of Queen that it owns (the “ Queen Share Contribution ”) in exchange for shares of common stock, par value $0.01 per share, of the Company (“ Company Common Stock ”) based on a 2.45368905950 share exchange ratio, (ii) immediately thereafter, Merger Sub I will merge with and into the Company (the “ Company Merger ”), with the Company surviving the Company Merger and (iii) immediately thereafter, 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. Proposal represents a significant premium of 41% to Company’s closing share price on March 8, 2024. As per July 25, 2024 filling, Subject to the terms and conditions of the Merger Agreement, at the effective time of the Company Merger, each share of Company Common Stock issued and outstanding immediately prior to the effective time of the Company Merger (other than shares of Company Common Stock owned: (i) by the Company or any of the Company’s wholly owned subsidiaries; (ii) by Parent or any of Parent’s affiliates; (iii) by holders exercising statutory appraisal rights; (iv) by SG Gaming following the Queen Share Contribution; or (v) by holders who have elected to have such shares remain issued and outstanding following the Company Merger (a “Rolling Share Election ”)) will be converted into the right to receive cash consideration equal to $18.25 per share of Company Common Stock (the “ Per Share Price ”). Each holder of shares of Company Common Stock (other than the Company or its subsidiaries) will have the option to make a Rolling Share Election. In order to fund a portion of the cash consideration required for the consummation of the Company Merger, Parent has obtained a debt commitment letter providing for, among other things, the availability of up to $500 million of senior secured first-lien debt financing, which Parent will, prior to the closing, assign to the Company in order to facilitate the consummation of the transactions contemplated by the Mergers. The Merger Agreement provides that the Company is required to pay Parent a termination fee equal to $11.1 million in the event that the Merger Agreement is terminated. The Merger Agreement also provides that Parent is required to pay the Company a termination fee equal to $22.2 million in cash or stock at the option of the Parent in the event that either Parent or the Company terminate the Merger Agreement.
Standard General expects that the Board of Directors of the Company will appoint a special committee of independent directors to consider its proposal and make a recommendation to the Board of Directors. Standard General will not move forward with the transaction unless it is approved by such a special committee. As of April 2, 2024, K&F Growth Capital recommended the Special Committee of the Board of Directors of Bally's Corporation to reject Standard General’s acquisition proposal. In addition, the transaction will be subject to a non-waivable condition requiring the approval of holders of a majority of the shares of the Company not owned by Standard General or parties affiliated with Standard General, the expiration of any waiting period applicable to the consummation of the Queen Share Contribution or Mergers under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, receipt of specified gaming approvals by the Company and Queen (unless otherwise waived), the absence of any law or order enjoining, rendering illegal or otherwise prohibiting the consummation of the Queen Share Contribution and Mergers and other customary closing conditions relating to, among other things, the representations, warranties and covenants of the parties and is expected to close in first half of 2025. As of July 25, 2024, the board of directors of the Company (the “ Board ”), acting upon the unanimous recommendation of a Special Committee of independent directors of the Board, has (i) approved, adopted and declared advisable the Merger Agreement and the transactions contemplated by the Merger Agreement and (ii) recommended that the holders of Company Common Stock vote to adopt the Merger agreement at a meeting of stockholders of the Company. Neither the Special Committee nor the Board is making any recommendation with regard to whether any stockholders of the Company should take the Rolling Share Election (as defined below) or retain and hold the Rolling Company Shares (as defined in the Merger Agreement), or the merits of retaining an investment in the Company. In connection with the transaction, in addition to Standard General, Sinclair Broadcast Group, Inc. (“Sinclair”), 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. The board of directors of Standard General approved and declared advisable this Agreement and the transactions contemplated hereby, including the Company Merger. As of November 19, 2024, Bally’s Corporation stockholders approved the transaction.
Erica Jaffe, Ryan Messier and Philip Richter of Fried, Frank, Harris, Shriver & Jacobson LLP acted as legal advisors to Standard General. Macquarie Capital acted as financial advisor and Mark A. Morton and Alyssa K. Ronan of Potter Anderson & Corroon LLP and Scott D. Miller and Lauren S. Boehmke of Sullivan & Cromwell LLP acted as legal advisors to Bally’s Corporation. Macquarie Capital acted as fairness opinion to special committee of Bally's Corporation. Bally’s has agreed to pay Macquarie Capital for its services in connection with the Company Merger an aggregate fee of $10.6 million, of which a portion was payable in connection with Macquarie Capital’s engagement, a portion was payable upon the rendering of Macquarie Capital’s opinion and $9.3 million is payable contingent upon consummation of the Company Merger. Macquarie Capital also may be entitled to an additional fee payable at the discretion of the Special Committee upon consummation of the Company Merger (or earlier termination of Macquarie Capital’s engagement) of up to $500,000. Marc Crisafulli, Richard Langan, Jr., John Partigan and Conrad Adkins of Nixon Peabody LLP acted as legal advisors to Bally's Corporation. Richards, Layton & Finger, PA are acting as its legal counsel to QC&E. Equiniti Trust Company, LLC acted as payment and exchange agent to Bally’s and The Queen Casino & Entertainment. Citizens JMP Securities, LLC acted as financial advisor to Queen. D.F. King & Co., Inc. acted as information agent to Bally's. D.F. King will be paid a fee of approximately $250,000.
The Queen Casino & Entertainment Inc completed the acquisition of remaining 73.9% stake in Bally's Corporation (NYSE:BALY) from BlackRock Institutional Trust Company, National Association, K&F Growth Capital LLC, SBG Gaming, LLC, Noel Hayden, Standard RI Ltd and others on February 7, 2025. Shares of Bally’s common stock trading under the “BALY.T” ticker which remain outstanding as a result of the rollover election will continue trading on the New York Stock Exchange and revert back to the “BALY” ticker beginning Monday, February 10, 2025.