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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):
September 22, 2025
BALLY’S CORPORATION
(Exact name of Registrant as Specified in its
Charter)
| Delaware |
|
001-38850 |
|
20-0904604 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
100 Westminster Street
Providence, RI |
|
02903 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
(401) 475-8474
Registrant’s telephone number, including
area code
N/A
(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 obligations of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ☐ |
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(s) |
|
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 7.01 Regulation FD Disclosure.
As previously disclosed in the Current Report
on Form 8-K filed with the Securities and Exchange Commission on July 21, 2025, Bally’s Corporation, a Delaware corporation (the
“Company”) entered into a transaction agreement with Intralot S.A., a Greek publicly listed company (“Intralot”),
pursuant to which, at the closing (the “Closing”) of the transactions contemplated therein (the “Transactions”), which
is expected to occur in the fourth quarter of 2025, Intralot will directly and/or indirectly acquire all of the issued and outstanding
capital stock of Bally’s Holdings Limited, a Jersey limited company and subsidiary of the Company holding the “Bally’s
International Interactive” business. As a result of the Transactions, the Company is expected to become the majority shareholder
of Intralot.
H1 2025 financial information and management’s
discussion and analysis for the “Bally’s International Interactive” business
The Company is filing this Current Report on Form
8-K to voluntarily provide unaudited interim carve-out consolidated financial statements for the “Bally’s International Interactive”
business as of June 30, 2025 and for the six months ended June 30, 2025 and 2024 (the “BII Interim Carve-Out Financial Statements”).
The BII Interim Carve-Out Financial Statements
have been prepared in accordance with IAS 34, “Interim Financial Reporting” with specific carve-out adjustments as set out
in Note 2 thereof, and are expected to be made available to prospective investors in certain Intralot financing transactions to be undertaken
in connection with the Transactions. The unaudited interim carve-out financial statements are being filed as Exhibit 99.1 to this Current
Report on Form 8-K and are incorporated herein by reference.
In addition, the Company is voluntarily providing
management’s discussion and analysis of financial condition and results of operations of the “Bally’s International
Interactive” business as of and for the six months ended June 30, 2025 and 2024 and as of and for the years ended December 31, 2024
and 2023 (the “BII MD&A”). The BII MD&A is being filed as Exhibit 99.2 to this Current Report on Form 8-K and
is incorporated herein by reference.
Certain information published by Intralot
The Company is also voluntarily providing certain
unaudited pro forma financial information prepared by Intralot and that Intralot published on September 22, 2025 (the “Intralot
Unaudited Pro Forma Financial Information”) for the purpose of illustrating Intralot’s combined results of operation (i)
as if the transactions referred to therein had occurred on January 1, 2024 for purposes of pro forma income statement line items and (ii)
as if the transactions referred to therein had occurred on June 30, 2025, for purposes of the pro forma balance sheet line items. The
Intralot Unaudited Pro Forma Financial Information is being filed as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated
herein by reference.
As described therein, the Intralot Unaudited Pro
Forma Financial Information is based on Intralot’s current estimates of, and good faith assumptions regarding, the adjustments arising
from the transactions referred to therein, has been prepared by the management of Intralot for illustrative purposes and is not necessarily
indicative of what Intralot’s combined results of operations would have been had the transactions referred to therein been completed
as of the dates indicated nor is it meant to be indicative of Intralot’s future consolidated financial position or results of operations.
None of the Company or its subsidiaries makes any representation or warranty, express or implied, as to, or assumes any responsibility
for, the accuracy or completeness of the information contained in the Intralot Unaudited Pro Forma Financial Information set out in Exhibit
99.3 or any other information published or made available by Intralot. Nothing contained in the Intralot Unaudited Pro Forma Financial
Information set out in Exhibit 99.3 is, or shall be relied upon as, a promise or representation by any of the Company or its subsidiaries
as to the matters set for the therein, whether as to the past or the future.
All of the information contained in Item 7.01
of this Current Report on Form 8-K, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 attached hereto, is being furnished and will
not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and will not be incorporated
by reference into any filing under the Securities Act of 1933, as amended, or under the Exchange Act, except as otherwise expressly
stated in such filing.
Cautionary Statement
Concerning Forward-Looking Statements
Certain of the matters discussed in this Form
8-K constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements in this Form 8-K include, but are not limited to, statements regarding the proposed Transactions, the ability of the parties
thereto to complete the proposed Transactions and the expected timing thereof. By their nature, forward-looking statements involve risks
and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. As a result, these
statements are not guarantees of future performance and actual events may differ materially from those expressed in or suggested by the
forward-looking statements. Any forward-looking statement made by the Company in this report or otherwise filed with the Securities and
Exchange Commission (“SEC”) speaks only as of the date made. New risks and uncertainties come up from time to time,
and it is impossible for the Company to predict or identify all such events or how they may affect it. The Company has no obligation,
and does not intend, to update any forward-looking statements after the date hereof, except as required by federal securities laws. Factors
that could cause these differences include, but are not limited to those included in the Company’s Annual Report on Form 10-K for
the year ended December 31, 2024, Quarterly Reports on Form 10-Q filed with the SEC thereafter and other reports filed by the Company
with the SEC.
Item 9.01 Financial Statements and Exhibits.
Exhibit
Number |
|
Description |
| 99.1 |
|
“Bally’s International Interactive” Unaudited Interim Carve-out Consolidated Financial Statements for the six months ended June 30, 2025 and 2024 |
| 99.2 |
|
“Bally’s International Interactive” Management’s Discussion and Analysis of Financial Condition and Results of Operations |
| 99.3 |
|
Intralot S.A. Unaudited Pro Forma Financial Information |
| 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 |
| |
|
| Date: September 22, 2025 |
By: |
/s/ Kim M. Barker |
| |
|
Kim M. Barker |
| |
|
Chief Legal Officer |
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