false
0001747079
DE
0001747079
2025-09-29
2025-09-29
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 29, 2025
BALLY’S CORPORATION
(Exact
name of registrant as specified in its charter)
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 and 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).
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
1.01 Entry into a Material Definitive Agreement
On
September 29, 2025, Bally’s Corporation (“Bally’s” or the
“Company”) entered into an Incremental Joinder Agreement (the
“Incremental Joinder Agreement”) with Jefferies Finance LLC
(“Jefferies”) and Deutsche Bank AG, New York Branch, as administrative
agent (in such capacity, the “Administrative Agent”) which amends that
certain Credit Agreement, dated as of October 1, 2021 (as amended by that certain First Amendment to Credit Agreement, dated as of
June 23, 2023, that certain Second Amendment to Credit Agreement, dated as of May 14, 2025, that certain Third Amendment to Credit
Agreement, dated as of September 11, 2025 (the “Third Amendment”) and as
further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), by and among the Company, the Guarantors party thereto from time to time, the lenders from time to time
party thereto, the Administrative Agent, Deutsche Bank AG, New York Branch, as collateral agent, and the other parties from time to
time party thereto. The Incremental Joinder Agreement provides for (i) an increase of commitments under the Company’s existing
senior secured revolving credit facility due 2028 in an amount equal to $50 million and (ii) Jefferies’ consent to the
proposed sale and leaseback transaction of the Company’s Twin River Lincoln Casino Resort pursuant to an existing agreement
between the Company and Gaming and Leisure Properties Inc. for $735 million before transaction expenses, in each case, contingent
upon regulatory approvals and the occurrence of the Amendment No. 3 Extension Effective Date (as defined in the Third
Amendment).
The
foregoing description of the Incremental Joinder Agreement does not purport to be complete and is subject, and qualified by reference,
to the full text of the Incremental Joinder Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on 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 is incorporated by reference into this Item 2.03.
9.01
Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Incremental Joinder Agreement, dated as of September 29, 2025, by and among the Company, Jefferies Finance LLC and Deutsche Bank AG New York Branch, as administrative agent |
| 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 |
| |
|
| |
By: |
/s/
Kim M. Barker |
| |
Name: |
Kim
M. Barker |
| |
Title: |
Chief
Legal Officer |
Date:
September 30, 2025