PROVIDENCE, R.I., Jan. 28, 2021 /PRNewswire/ -- Bally's Corporation (NYSE: BALY) (the
"Company") today announced the commencement of a solicitation of
consents (the "Consent Solicitation") to amend the indenture
governing its 6.750% Senior Notes due 2027 (CUSIP Nos. 90171V AA3,
U88818 AA4 and U88818 AB2; ISIN No. US90171VAA35, USU88818AA40 and
USU88818AB23) (the "Notes").
The Consent Solicitation is being made in accordance with the
terms and subject to the conditions set forth in a Consent
Solicitation Statement dated January 28,
2021 (the "Consent Solicitation Statement"), to holders of
record as of January 27, 2021
(collectively, the "Holders"). The Consent Solicitation will expire
at 5:00 p.m., New York City time, on February 3, 2021, unless extended or earlier
terminated (the "Expiration Time").
The proposed amendment (the "Proposed Amendment") to the
indenture governing the Notes (the "Indenture") would amend the
"Incurrence of Indebtedness and Issuance of Subsidiary Preferred
Stock" covenant contained in Section 4.09 of the Indenture to
increase the fixed dollar prong of the credit facility basket in
clause (1) of "Permitted Debt" from "$745.0
million" to "975.0 million." Except for the Proposed
Amendment, all the existing terms of the Notes will remain
unchanged. The adoption of the Proposed Amendment will
require the consent of Holders of at least a majority in aggregate
principal amount of the Notes outstanding as of the record date
(the "Requisite Consents"). As of the record date, $525 million aggregate principal amounts of Notes
were outstanding.
Holders who validly deliver and do not validly revoke consents
prior to the Expiration Time will receive a consent fee of
$10 in cash per $1,000 principal amount of Notes, subject to the
receipt of the Requisite Consents. Holders of Notes that do not
consent prior to the Expiration Time will not receive the consent
fee. The Company reserves the right, in its sole discretion and
regardless of whether any of the conditions to the Consent
Solicitation have been satisfied, subject to applicable law, at any
time (i) to terminate the Consent Solicitation for any reason, (ii)
waive in whole or in part any of the conditions to the Consent
Solicitation, (iii) amend the terms of the Consent Solicitation for
any reason or (iv) modify the form or amount of the consent fee to
be paid.
The consent fee will be paid to consenting holders promptly
after the Expiration Time, subject to the receipt of the Requisite
Consents prior to the Expiration Time, the execution and
effectiveness of the supplemental indenture effecting the Proposed
Amendment and other customary conditions described in the Consent
Solicitation Statement.
The Company has retained Deutsche Bank Securities Inc. to act as
Solicitation Agent in connection with the Consent Solicitation.
Questions about the Consent Solicitations may be directed to
Deutsche Bank Securities Inc. at (855) 287-1922 (toll free) or
(212) 250-7527 (collect). Requests for copies of the Consent
Solicitation Statement and related documents, and assistance
relating to the procedures for delivering consents, may be obtained
by contacting D.F. King & Co., Inc., the Information and
Tabulation Agent, at (212) 269-5550 (banks and brokers) or (866)
796-7186 (toll free).
This press release is for informational purposes only and is not
an offer to purchase or sell securities, a solicitation of an offer
to purchase or sell securities or a solicitation of consents, and
no recommendation is made as to whether or not Holders of Notes
should consent to the adoption of the Proposed Amendment. The
Consent Solicitation is not being made to Holders of Notes in any
jurisdiction in which the making thereof would not be in compliance
with the securities, blue sky or other laws of such
jurisdiction.
About Bally's
Corporation
Bally's Corporation currently
owns and manages 11 casinos across seven states, a horse racetrack
and 13 authorized OTB licenses in Colorado. With more than 5,900 employees, the
Company's operations include 13,260 slot machines, 459 game tables
and 2,941 hotel rooms. Properties include Twin River Casino Hotel
(Lincoln, RI), Tiverton Casino
Hotel (Tiverton, RI), Hard Rock
Hotel & Casino (Biloxi, MS),
Casino Vicksburg (Vicksburg, MS),
Dover Downs Hotel & Casino (Dover,
DE), Bally's Atlantic City (Atlantic City, NJ), Eldorado Resort Casino
Shreveport (Shreveport, LA),
Casino KC (Kansas City, MO),
Golden Gates Casino (Black Hawk, CO), Golden Gulch Casino
(Black Hawk, CO), Mardi Gras Casino (Black Hawk, CO), and Arapahoe Park racetrack
(Aurora, CO). Following the
completion of pending acquisitions, which include Tropicana
Evansville (Evansville, IN),
Jumer's Casino & Hotel (Rock Island,
IL), and MontBleu Resort Casino & Spa (Lake Tahoe, 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 15 casinos across
11 states. Its shares trade on the New York Stock Exchange under
the ticker symbol "BALY."
Forward Looking Statements
This communication contains "forward-looking" statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, Section 21E of the Securities Exchange Act of 1934, as
amended, and the Private Securities Litigation Reform Act of 1995.
All statements, other than historical facts, including future
financial and operating results and the Company's plans,
objectives, expectations and intentions, legal, economic and
regulatory conditions and any assumptions underlying any of the
foregoing, are forward-looking statements. Forward-looking
statements are sometimes identified by words like "may," "will,"
"should," "potential," "intend," "expect," "endeavor," "seek,"
"anticipate," "estimate," "overestimate," "underestimate,"
"believe," "could," "project," "predict," "continue," "target" or
other similar words or expressions. Forward-looking statements are
based upon current plans, estimates and expectations that are
subject to risks, uncertainties and assumptions. Should one or more
of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially
from those indicated or anticipated by such forward-looking
statements. The inclusion of such statements should not be regarded
as a representation that such plans, estimates or expectations will
be achieved. Important factors that could cause actual results to
differ materially from such plans, estimates or expectations
include, among others, (1) uncertainty surrounding the ongoing
COVID-19 pandemic, including uncertainty regarding its extent,
duration and impact, the resulting closure of, and restrictions on,
the Company's properties, costs to comply with any mandated health
requirements associated with the virus and customer responses as
the Company's facilities continue to operate under various
restrictions; (2) the costs, effects and risks involved in the
Company's strategy to expand its business through acquisitions,
construction and other transactions, including the Company's focus
on online and interactive gaming; (3) the effects of competition;
(4) risks associated with increased leverage from the Company's
recently completed and contemplated acquisitions; and (5) other
risk factors as detailed under Part I. Item 1A. "Risk Factors" of
the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2019 as filed with the
Securities and Exchange Commission ("SEC") on March 13, 2020 and the Company's Quarterly Report
on Form 10-Q for the fiscal quarter ended September 30, 2020 as filed with the SEC on
November 6, 2020. The foregoing list
of important factors is not exclusive.
Any forward-looking statements speak only as of the date of this
communication. The Company does not undertake any obligation to
update any forward-looking statements, whether as a result of new
information or development, future events or otherwise, except as
required by law. Readers are cautioned not to place undue reliance
on any of these 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
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SOURCE Bally's Corporation