Form SC 13E3/A - Going private transaction by certain issuers: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

(Rule 13e-100)

Rule 13e-3 Transaction Statement Under Section 13(e)

of the Securities Exchange Act of 1934

Amendment No. 4

BALLY’S CORPORATION

(Name of Subject Company (Issuer))

Bally’s Corporation

Epsilon Sub I, Inc.

Standard General L.P.

The Queen Casino & Entertainment, Inc.

SG CQ Gaming LLC

SG Parent LLC

Standard RI Ltd.

Soohyung Kim

(Names of Filing Persons)

Common Stock, $0.01 par value

(Title of Class of Securities)

05875C

(CUSIP Number of Class of Securities)

Bally’s Corporation

100 Westminster Street

Providence, RI 02903 (401) 475-8474

Attn: Kim M. Barker,

Jaymin Patel

(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)

with copies to:

Richard Langan, Jr.	Scott D. Miller	Mark A. Morton	Ryan Messier
John C. Partigan	Lauren S. Boehmke	Alyssa K. Ronan	Philip Richter
Conrad Adkins	Sullivan & Cromwell	Potter Anderson &	Fried, Frank, Harris, Shriver &
Nixon Peabody LLP	LLP	Corroon LLP	Jacobson LLP
55 West 46th Street	125 Broad Street	1313 N Market Street	One New York Plaza
New York, NY 10036	New York, NY 10004	6th Floor	New York, NY 10004
(212) 940-3140	(212) 558-3109	Wilmington, DE 19801	(202) 639-7226
		(302) 984-6078

This statement is filed in connection with (check the appropriate box):

☒

The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.

☐

The filing of a registration statement under the Securities Act of 1933.

☐

A tender offer.

☐

None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☐

Check the following box if the filing is a final amendment reporting the results of the transaction: ☐

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE MERITS OR FAIRNESS OF THIS TRANSACTION, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS SCHEDULE 13E-3. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

INTRODUCTION

This Amendment No. 4 (this “Amendment”) to Rule 13e-3 Transaction Statement on Schedule 13E-3 (as previously and hereby amended, this “Transaction Statement”) , together with the exhibits to such Transaction Statement, amends and supplements the Rule 13e-3 Transaction Statement on Schedule 13E-3 filed with the Securities and Exchange Commission (the “SEC”) on August 28, 2024 (the “Initial Schedule 13E-3”), as amended by Amendment No. 1 to Schedule 13E-3 filed with the SEC on October 10, 2024, Amendment No. 2 to Schedule 13E-3 filed with the SEC on October 17, 2024 and Amendment No. 3 to the Schedule 13E-3 filed with the SEC on November 8, 2024, is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by (a) Bally’s Corporation, a Delaware corporation (the “Company” or “Bally’s”), (b) Epsilon Sub I, Inc., a Delaware corporation and subsidiary of the Company (“Merger Sub I”), (c) Standard General L.P., a Delaware limited partnership (“Standard General”), (d) The Queen Casino & Entertainment, Inc., a Delaware corporation and affiliate of Parent (“Queen”), (e) SG CQ Gaming LLC, a Delaware limited liability company, an affiliate of Standard General and stockholder of Queen (“SG Gaming”), (f) SG Parent LLC, a Delaware limited liability company and an affiliate of Standard General (“Parent”), (g) Standard RI Ltd., an exempted company incorporated in the Cayman Islands and an affiliate of Standard General and Queen (“SRL”), and (h) Soohyung Kim, an individual. Collectively, the persons filing this Transaction Statement are referred to as the “filing persons”. Terms used but not defined in this Transaction Statement have the meanings assigned to them in the Proxy Statement.

This Transaction Statement relates to the Agreement and Plan of Merger, dated July 25, 2024 (as it has been or may be amended, supplemented or modified from time to time, the “Merger Agreement”), by and among the Company, Merger Sub I, Epsilon Sub II, Inc., a Delaware corporation and affiliate of the Company (“Merger Sub II,” and together with the Company and Merger Sub I, the “Company Parties”), Parent, Queen, and solely for purposes of specified provisions of the Merger Agreement, SG Gaming (together with Parent and Queen, the “Buyer Parties”).

Subject to the terms of the Merger Agreement, at the closing of the transactions:

●

SG Gaming will contribute all of the 10,967,117.016 shares of common stock, par value $0.00000198 per share, of Queen (the “Queen Common Stock”) held by SG Gaming (the “Queen Share Contribution”) to the Company, and in exchange therefor the Company will issue to SG Gaming 26,909,895 validly issued, fully paid, and nonassessable shares of the Company’s common stock, par value $0.01 per share (the “Company Common Stock”) (such shares when combined with the 3,542,205 shares of Company Common Stock to be to be issued in the Queen Merger (defined below), will result in a total of 30,452,100 shares of Company Common Stock to be issued to Queen equity holders), based on an exchange ratio of 2.45368905950 (the “Queen Exchange Ratio”),

●

following the Queen Share Contribution, Merger Sub I will merge with and into the Company (the “Company Merger”) with the Company surviving the Company Merger (the “Surviving Corporation”), in connection with which, at the effective time of the Company Merger (the “Company Effective Time”), each share of Company Common Stock issued and outstanding immediately prior to the Company Effective Time (other than shares of Company Common Stock owned by: (i) the Company or any of the Company’s wholly owned subsidiaries; (ii) holders exercising appraisal rights; (iii) SG Gaming following the Queen Share Contribution; or (iv) holders who have validly elected to have such shares remain issued and outstanding following the Company Merger (a “Rolling Share Election”), subject to certain exceptions) will be converted into the right to receive cash consideration equal to $18.25 per share of Company Common Stock, and

●

following the Company Merger, 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 (the “Queen Surviving Corporation”), in connection with which each issued and outstanding share of Queen Common Stock (other than those held by the Company as a result of the Queen Share Contribution) will convert into shares of Company Common Stock based on the Queen Exchange Ratio, which will be approximately 3,542,205 shares of Company Common Stock.

Initially, each record holder of shares of Company Common Stock (other than Bally’s and its subsidiaries) as of October 21, 2024 (the “Record Date”), or who became a record holder of shares of Company Common Stock during the period between the Record Date and 5:00 p.m. Eastern time on November 19, 2024 to approve the Merger Agreement (or such later date mutually agreed by Parent and the Company) (the “Initial Election Deadline”) and had received an election form for making a Rolling Share Election (an “Election Form”), had the opportunity to submit an Election Form specifying the number of shares of Company Common Stock held by such record holder that such record holder elects to have remain issued and outstanding in the Company Merger. In making any Rolling Share Election, each record holder making such election that was deemed to have elected to have each such Rolling Company Share assigned a new CUSIP number (the “Rolling Company Share CUSIP”) that will identify the Rolling Company Shares. Bally’s has caused the Rolling Company Shares: (i) to be assigned the new Rolling Company Share CUSIP; and (ii) to be eligible for trading on the New York Stock Exchange under the ticker symbol BALY.T, from the Election Deadline until the Company Effective Time. Any Company Stockholder who failed to properly make a Rolling Share Election on or before the Election Deadline with respect to all or any portion of such record holder’s shares of Company Common Stock is deemed to have not made a Rolling Share Election with respect to such shares. However, Parent and the Company (subject to the prior approval by the Special Committee (defined below)) reserve the right to cause one or more periods for Rolling Share Elections to be made prior to the Company Effective Time subject to such deadlines and procedures as they may determine to be necessary or appropriate. As provided in the Merger Agreement, the Company will notify Company Stockholders of each such period and the related deadlines and procedures by the filing with the SEC of a Form 8-K or such other report or schedule as may be appropriate. As of Initial Election Deadline, holders of approximately 17,492,173 shares of Company Common Stock (which includes 8,849,849 shares of Company Common Stock held by Standard General L.P. and its affiliates and 4,953,272 shares held by other parties to the Support Agreements) had submitted an Election Form to have shares of Company Common Stock remain issued and outstanding following the Company Merger.

On December 11, 2024, the Company announced the opening of a second election window (the “Second Election Period”) commencing on December 11, 2024 and ending at 5:00 p.m. Eastern Time on January 17, 2025 (the “Second Election Deadline”) subject to the Company’s right in its discretion to accept elections received after the Second Election Deadline under circumstances it deems acceptable. In connection therewith, the Company filed with the SEC a Current Report on Form 8-K incorporated herein by reference as Exhibit (a)(5)(iv) to notify Company Stockholders of the Second Election Period and the related deadlines and procedures.

With respect to the Second Election Period and any additional period for Rolling Share Elections, Rolling Share Elections made in any prior period, including those made prior to the Initial Election Deadline, may not be revoked by the applicable Company Stockholder who made such prior Rolling Share Election. In order to validly make Rolling Share Elections, stockholders desiring to make a Rolling Share Election in connection with the Second Election Period will be required to waive appraisal rights in respect of any shares of Company Common Stock that they hold or may hereafter acquire that are subject to a Rolling Share Election.

All Rolling Share Elections submitted prior to the Second Election Deadline shall be irrevocable and may not be withdrawn by the stockholder or beneficial owner submitting an Election Form once such Election Form has been accepted. All previously submitted elections made at or prior to 5:00 p.m. Eastern time on November 19, 2024 are also irrevocable and may not be withdrawn by the holders or beneficial owners thereof during the Second Election Period.

Company Stockholders electing in connection with the Second Election Period to retain some or all of their shares of Company Common Stock in lieu of receiving merger consideration, will be unable to sell such Rolling Company Shares from the time of submission of the Election Form until the earliest of: (i) assignment of the CUSIP number applicable to such Rolling Company Shares, which shall occur promptly following acceptance of each Election Form, (ii) the proper revocation of such election by either the Company or Parent before or after the Second Election Deadline and in each case prior to the Company Effective Time, or (iii) the valid termination of the Merger Agreement in accordance with its terms; provided, however, that if any such revocation is made only in part, stockholders may effect a sale or other transfer only in respect of shares of Company Common Stock that have been assigned the CUSIP number applicable to shares for which no election has been made to retain such shares.

All Rolling Share Elections will be revoked automatically if the Payment Agent is notified in writing by Parent and the Company that the Company Merger has been abandoned and the Merger Agreement has been terminated in accordance with its terms. In addition, each of Parent and Bally’s will have the authority to revoke all or any part of a Rolling Share Election at any time prior to the Company Effective Time (both before or after the Second Election Deadline) if it determines in good faith that such election is reasonably likely to delay or prevent receipt of any of the requisite gaming approvals or the holding of shares of Company Common Stock after the closing of the transactions contemplated by the Merger Agreement by the holder thereof is reasonably likely to adversely affect the conduct of gaming activities by the Surviving Corporation or any of its subsidiaries after the closing. If Rolling Share Elections are revoked in accordance with the foregoing provisions, (i) Bally’s will notify promptly the applicable stockholder(s) thereof, (ii) the shares of Company Common Stock in respect of which such Rolling Share Elections were revoked will be promptly reassigned the CUSIP number borne by such shares of Company Common Stock at the time of submission of the Election Form in connection therewith and will thereupon become transferable on the stock transfer books and ledger of the Company with such reassigned CUSIP number, and (iii) to the extent any shares of Company Common Stock in respect of which such Rolling Share Elections were revoked were represented by certificate(s), the Company will provide the applicable stockholders with certificate(s) (or replacement certificate(s)) representing such shares without any Rolling Company Share CUSIP, all in accordance with such procedures as the Company and Parent will determine to be necessary or appropriate.

Following the completion of the Mergers, the shares of Company Common Stock may be delisted from trading on the New York Stock Exchange.

In connection with the filing of this Transaction Statement, the Company has filed supplemental materials with the SEC on Current Reports on Form 8-K (the “Supplemental Materials”) The Supplemental Materials are attached hereto or incorporated by reference herein as Exhibits (a)(5)(iii) – (a)(5)(vii). The Proxy Statement for the Special Meeting of Stockholders of the Company held on November 19, 2024 is set forth as Exhibit (a)(1) to the Transaction Statement. A copy of the Merger Agreement is attached as Annex A-1 to the Proxy Statement, a copy of the First Merger Agreement Amendment is attached as Annex A-2 to the Proxy Statement and a copy of the Second Merger Agreement Amendment is attached as Annex A-3 to the Proxy Statement.

Pursuant to General Instruction F to Schedule 13E-3, the information in the Proxy Statement, including all annexes thereto, is expressly incorporated by reference herein in its entirety, and responses to each item herein are qualified in their entirety by the information contained in the Proxy Statement. The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3.

The information concerning the Company contained in, or incorporated by reference into, this Transaction Statement and the Proxy Statement was supplied by the Company. Similarly, all information concerning each other Filing Person contained in, or incorporated by reference into, this Transaction Statement and the Proxy Statement was supplied by such Filing Person. No Filing Person has provided any disclosure with respect to any other Filing Person.

SCHEDULE 13E-3 ITEMS

Item 1. Summary Term Sheet.

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers”

Item 2. Subject Company Information.

(a) Name and Address. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet – The Parties to the Merger Transactions”

“Questions and Answers”

“The Parties to the Merger Transactions – Bally’s Corporation”

“Important Information Regarding Bally’s”

“Important Information Regarding 13E-3 Filing Parties – Name and Address; Business and Background of Schedule 13e-3 Filing Parties”

“Where You Can Find Additional Information”

(b) Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet – The Special Meeting – Record Date; Shares Entitled to Vote; Quorum”

“Questions and Answers”

“The Special Meeting – Record Date; Shares Entitled to Vote; Quorum”

“Important Information Regarding Bally’s – Security Ownership of Certain Beneficial Owners and Management”

(c) Trading Market and Price. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Important Information Regarding Bally’s – Market Price of Bally’s Common Stock”

(d) Dividends. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Important Information Regarding Bally’s – Dividends”

(e) Prior Public Offerings. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Important Information Regarding Bally’s – Prior Public Offerings”

(f) Prior Stock Purchases. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Important Information Regarding 13E-3 Filing Parties – Prior Bally’s Stock Purchases”

Item 3. Identity and Background of Filing Person.

(a) – (c) Name and Address; Business and Background of Entities; Business and Background of Natural Persons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet – The Parties to the Merger Transactions”

“Questions and Answers”

“The Parties to the Merger Transactions”

“Important Information Regarding Bally’s”

“Important Information Regarding 13E-3 Filing Parties”

“Where You Can Find Additional Information”

Item 4. Terms of the Transaction.

(a)-(1) Material Terms. Tender Offers. Not applicable.

(a)-(2) Material Terms. Mergers or Similar Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers”

“Special Factors – Background of the Merger Transactions”

“Special Factors – Reasons for the Company Merger; Recommendation of the Special Committee and the Disinterested Directors”

“Special Factors – Position of the Buyer Filing Parties as to the Fairness of the Company Merger; Purpose and Reasons of the Buyer Filing Parties for the Company Merger”

“Special Factors – Plans for the Company After the Company Merger”

“Special Factors – Certain Effects of the Merger Transactions”

“Special Factors – Certain Effects on Bally’s if the Merger Transactions Are Not Completed”

“Special Factors – Interests of Bally’s Directors and Executive Officers in the Merger Transactions”

“Special Factors – Intent of Bally’s Directors and Executive Officers to Vote in Favor of the Company Merger”

“Special Factors – Intent of Certain Stockholders to Vote in Favor of the Merger Transactions”

“Special Factors – Accounting Treatment”

“Special Factors – Material U.S. Tax Consequences of the Merger Transactions”

“Special Factors – Regulatory Approvals Required for the Merger Transactions”

“Description and Comparison of Rights of Bally’s Stock Before and After the Merger Transactions”

“The Special Meeting – Votes Required”

“The Merger Agreement – Effect of the Merger Transactions”

“The Merger Agreement – Merger Consideration”

“The Merger Agreement – Conditions to Closing the Merger Transactions”

“Annex A-1 – Agreement and Plan of Merger”

“Annex A-2 – Amendment No. 1 to Agreement and Plan of Merger”

“Annex A-3 – Amendment No. 2 to Agreement and Plan of Merger”

“Annex C – Support Agreements”

(c) Different Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers”

“Special Factors – Position of the Buyer Filing Parties as to the Fairness of the Company Merger; Purpose and Reasons of the Buyer Filing Parties for the Company Merger”

“Special Factors – Certain Effects of the Merger Transactions”

“Special Factors – Certain Effects on Bally’s if the Merger Transactions Are Not Completed”

“Special Factors – Interests of Bally’s Directors and Executive Officers in the Merger Transactions”

“Special Factors – Intent of Bally’s Directors and Executive Officers to Vote in Favor of the Company Merger”

“Special Factors – Intent of Certain Stockholders to Vote in Favor of the Merger Transactions”

“Special Factors – Limited Guarantee”

“Special Factors – Financing of the Merger Transactions”

“The Merger Agreement – Merger Consideration”

“The Merger Agreement – Treatment of Equity Awards”

“The Merger Agreement – Exchange and Payment Procedures”

“The Merger Agreement – Employee Matters”

“The Merger Agreement – Indemnification and Insurance”

“Proposal 3: Advisory Compensation Proposal”

“The Support Agreements”

“Annex A-1 – Agreement and Plan of Merger”

“Annex A-2 – Amendment No. 1 to Agreement and Plan of Merger”

“Annex A-3 – Amendment No. 2 to Agreement and Plan of Merger”

“Annex C – Support Agreements”

(d) Appraisal Rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet – Appraisal Rights”

“The Special Meeting – Appraisal Rights”

“Appraisal Rights”

(e) Provisions For Unaffiliated Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Provisions for Unaffiliated Stockholders”

(f) Eligibility For Listing or Trading. Not applicable, but please refer to Information set forth on Proxy Statement under the following captions, which is incorporation herein by reference:

“The Merger Transactions – Plans for the Company After the Company Merger”

“Special Factors – Post-Closing Trading of the Company Stock”

Item 5. Past Contacts, Transactions, Negotiations, and Agreements.

(a)(1) – (2) Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors – Background of the Merger Transactions”

“Special Factors – Interests of Bally’s Directors and Executive Officers in the Merger Transactions”

“Special Factors – Intent of Bally’s Directors and Executive Officers to Vote in Favor of the Company Merger”

“Special Factors – Limited Guarantee”

“Special Factors – Financing of the Merger Transactions”

“Important Information Regarding Bally’s – Prior Public Offerings”

“Important Information Regarding Bally’s – Transactions in Company Common Stock”

“Important Information Regarding Bally’s – Past Contracts, Transactions, Negotiations, and Agreements”

“Important Information Regarding 13E-3 Filing Parties”

“Proposal 2: Advisory Compensation Proposal”

(b) – (c) Significant Corporate Events; Negotiations or Contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors – Background of the Merger Transactions”

“Special Factors – Reasons for the Company Merger; Recommendation of the Special Committee and the Disinterested Directors”

“Special Factors – Position of the Buyer Filing Parties as to the Fairness of the Company Merger; Purpose and Reasons of the Buyer Filing Parties for the Company Merger”

“Special Factors – Plans for the Company After the Company Merger”

“Special Factors – Intent of Bally’s Directors and Executive Officers to Vote in Favor of the Company Merger”

“Special Factors – Intent of Certain Stockholders to Vote in Favor of the Merger Transactions”

“The Merger Agreement”

“The Support Agreements”

“Annex A-1 – Agreement and Plan of Merger”

“Annex A-2 – Amendment No. 1 to Agreement and Plan of Merger”

“Annex A-3 – Amendment No. 2 to Agreement and Plan of Merger”

“Annex C – Support Agreements”

(e) Agreements Involving the Subject Company’s Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers”

“Special Factors – Background of the Merger Transactions”

“Special Factors – Certain Effects of the Merger Transactions”

“Special Factors – Certain Effects on Bally’s if the Merger Transactions Are Not Completed”

“Special Factors – Interests of Bally’s Directors and Executive Officers in the Merger Transactions”

“Special Factors – Intent of Bally’s Directors and Executive Officers to Vote in Favor of the Company Merger”

“Special Factors – Intent of Certain Stockholders to Vote in Favor of the Merger Transactions”

“Special Factors – Limited Guarantee”

“Special Factors – Financing of the Merger Transactions”

“The Special Meeting – Votes Required”

“The Merger Agreement”

“The Support Agreements”

“Proposal 3: Advisory Compensation Proposal”

“Annex A-1 – Agreement and Plan of Merger”

“Annex A-2 – Amendment No. 1 to Agreement and Plan of Merger”

“Annex A-3 – Amendment No. 2 to Agreement and Plan of Merger”

“Annex C – Support Agreements”

“Annex F – Registration Rights Agreement”

Item 6. Purposes of the Transaction and Plans or Proposals.

(b) Use of Securities Acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Special Factors – Position of the Buyer Filing Parties as to the Fairness of the Company Merger; Purpose and Reasons of the Buyer Filing Parties for the Company Merger”

“Special Factors – Certain Effects of the Merger Transactions”

“Special Factors – Interests of Bally’s Directors and Executive Officers in the Merger Transactions”

“Special Factors – Financing of the Merger Transactions”

“Special Factors – Post-Closing Trading of the Company Common Stock”

“The Merger Agreement – Effect of the Merger Transactions”

“The Merger Agreement – Merger Consideration”

“Annex A-1 – Agreement and Plan of Merger”

“Annex A-2 – Amendment No. 1 to Agreement and Plan of Merger”

“Annex A-3 – Amendment No. 2 to Agreement and Plan of Merger”

(c)(1) – (8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: