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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):
February 11, 2026
BALLY’S CORPORATION
| Delaware |
|
001-38850 |
|
20-0904604 |
(State or other jurisdiction of
incorporation or organization) |
|
(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)
Not Applicable
(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 obligation of the registrant under any of the following provisions:
| ☐ |
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 |
|
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). ☐
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 1.01 Entry into a Material Definitive Agreement.
On February 11, 2026 (the “Closing Date”),
Bally’s Corporation (“Bally’s” or the “Company”), as borrower, and certain of its subsidiaries, as
guarantors, entered into a term loan credit agreement with Ares Agent Services, L.P., as administrative agent and collateral agent, Ares
Management LLC, Platinum Birch Ltd. and Angelo, Gordon & Co., L.P., as lead arrangers and bookrunners, and certain financial institutions
party thereto as lenders providing for senior secured term loans of $1.1 billion (the “Term Loan Credit Agreement”). The Term
Loan Credit Agreement consists of a $600.0 million closing date term loan (the “Closing Date Term Loan”) and a $500.0 million
delayed draw term loan, all of which was funded on February 11, 2026 (the “Delayed Draw Term Loan,” and together with the
Closing Date Term Loan, the “Term Loans”). The Term Loans will mature on February 11, 2031, unless the Company’s unsecured
bonds due 2029 remain outstanding as of March 1, 2029, in which case the Term Loans will mature on March 1, 2029. The Term Loans are guaranteed
by certain subsidiaries of the Company and are secured on a pari passu basis with the revolving credit facility obligations under the
Company’s existing credit agreement, dated as of October 1, 2021 (as amended, restated, supplemented or otherwise modified and in
effect from time time), among Bally’s, as borrower, certain of its subsidiaries, as guarantors, Deutsche Bank AG New York Branch,
as administrative agent and collateral agent, and the lenders party thereto. The Term Loans are secured by substantially all of the Company’s
and each of the guarantors’ assets, subject to certain exceptions.
The Term Loans will bear interest at a rate equal
to, at the Company’s option, (1) during such periods as such Loan is an ABR Loan, the Alternate Base Rate, subject to a floor of
3.00% per annum, plus 6.50% per annum or (2) during such periods as such Loan is a SOFR Loan, for each Interest Period relating thereto,
Term SOFR for such Interest Period, subject to a floor of 3.00% per annum, plus 7.50% per annum. In each case, the Company may elect to
pay a portion of the accrued interest under the Term Loans “in kind”, in an amount not to exceed 3.50% per annum.
The Term Loan Credit Agreement includes mandatory
prepayment provisions that require Bally’s to prepay the Term Loans upon certain events, including with the proceeds of certain
asset sales, casualty events (subject to certain exceptions) and certain unpermitted debt issuances. Voluntary and certain mandatory prepayments
prior to the date that is eighteen months after the Closing Date are subject to a customary make-whole premium. Voluntary and certain
mandatory prepayments on and after the date that is eighteen months after the Closing Date but prior to the date that is two years after
the Closing Date are subject to a prepayment premium of 4.00% of the aggregate principal amount of Term Loans so prepaid. Voluntary and
certain mandatory prepayments on and after the date that is two years after the Closing Date but prior to the date that is three years
after the Closing Date are subject to a prepayment premium of 2.00% of the aggregate principal amount of Term Loans so prepaid. Under
certain circumstances, the prepayment premiums referred to above are reduced to 1.00%. In addition, upon the repayment or prepayment in
full of the Delayed Draw Term Loans, the Company is required to pay an exit fee in an amount equal to 3.00% of the Delayed Draw Term Loans
The Term Loan Credit Agreement contains covenants
that, subject to certain exceptions and qualifications, limit the ability of the Company and its restricted subsidiaries to, among other
things, incur additional indebtedness, pay dividends or make certain other restricted payments, sell assets, make certain investments,
and grant liens. The Term Loan Credit Agreement contains customary events of default, including, but not limited to, payment defaults,
breaches of representations and warranties, covenant defaults, cross-defaults, certain events of bankruptcy and insolvency, judgment defaults
or a Change of Control of the Company, which provisions permit the acceleration of the repayment of the Term Loans, together with accrued
interest and prepayment premiums, if any, as further set forth in the Term Loan Credit Agreement. Capitalized terms used but not defined
herein have the meanings ascribed to them in the Term Loan Credit Agreement.
The foregoing description of the Term Loan Credit
Agreement does not purport to be complete and is qualified in its entirety by the full text of that agreement, which is filed as Exhibit
10.1 to this Form 8-K and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this
Form 8-K is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
Number |
|
Description |
| 10.1* |
|
Term Loan Credit Agreement, dated February 11, 2026, by and among the Company, the subsidiaries of the Company party thereto as guarantors, Ares Agent Services, L.P., as administrative agent and collateral agent, Ares Management LLC, Platinum Birch Ltd. and Angelo, Gordon & Co., L.P., as lead arrangers, and the lenders party thereto. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Certain exhibits, schedules and annexes have been omitted
pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted exhibit, schedule or
annex to the Securities and Exchange Commission upon its request. |
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: February 17, 2026 |
By: |
/s/ Kim M. Barker |
| |
Name: |
Kim M. Barker |
| |
Title: |
Chief Legal Officer |
