Bally’s unit to acquire Evoke PLC in £243m deal

Bally's Corporation reports that its majority-owned affiliate Bally’s Intralot S.A. has agreed terms for a recommended acquisition of Evoke PLC, a Gibraltar company listed in London, via a court-approved scheme of arrangement.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Bally's Corporation reports that its majority-owned affiliate Bally’s Intralot S.A. has agreed terms for a recommended acquisition of Evoke PLC, a Gibraltar company listed in London, via a court-approved scheme of arrangement. Bally’s Intralot currently holds about 59.44% of its own outstanding shares through Bally’s Corporation subsidiaries.

Each Evoke share can be exchanged for 0.537 new Bally’s Intralot shares, valuing Evoke’s equity at about £243.1 million based on a Bally’s Intralot share price of €1.12. Evoke shareholders may instead elect a 52 pence per share cash alternative, with total cash elections capped at £117.1 million.

The cash alternative is backed by a €200 million bridge facility from Deutsche Bank and Jefferies, while a steering committee led by TPG, Oaktree and OHA has underwritten a five-year second lien term facility up to the euro equivalent of £889 million to refinance Evoke’s 2028 senior debt. Additional commitments include a £157 million senior facility and an increase in Evoke’s revolving credit facility to £220 million, alongside change-of-control consent waivers on its notes. The deal requires shareholder and regulatory approvals and is expected to conclude between the final quarter of 2026 and the first quarter of 2027, with Bally’s Corporation agreeing to vote its Bally’s Intralot stake in favor of the necessary resolutions.

Insights

Large, partly debt-funded European acquisition via affiliate, contingent on approvals.

The transaction channels Bally’s expansion through its majority-owned Greek affiliate, Bally’s Intralot, using an all-share offer with a capped cash alternative. Evoke’s equity is valued at about £243.1 million, giving its shareholders a choice between stock in Bally’s Intralot or 52 pence in cash.

Financing relies on a €200 million bridge facility and a five-year second lien term loan up to the euro equivalent of £889 million to refinance Evoke’s 2028 senior debt, plus a £157 million senior facility. These layers increase leverage at the Evoke/Bally’s Intralot level, while Bally’s Intralot avoids guaranteeing the second lien loan beyond a £200 million mandatory repayment by December 31, 2027 and up to £50 million of synergy costs.

Evoke has secured change-of-control waivers on notes due 2030 and 2031 and an increased £220 million revolver, which supports continuity of its capital structure. The deal’s completion depends on Evoke and Bally’s Intralot shareholder approvals and regulatory clearances, with expected closing between the final quarter of 2026 and the first quarter of 2027. Subsequent disclosures may clarify combined leverage, integration progress and realized synergies.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Bally’s Intralot ownership: 59.44% of shares Share exchange ratio: 0.537 shares Implied Evoke share value: 52 pence +5 more

8 metrics

Bally’s Intralot ownership 59.44% of shares Bally’s Corporation investment as of March 31, 2026

Share exchange ratio 0.537 shares New Bally’s Intralot shares per Evoke share

Implied Evoke share value 52 pence Per Evoke share based on €1.12 Bally’s Intralot price

Evoke equity valuation £243.1 million Value of Evoke ordinary share capital

Cash alternative cap £117.1 million Maximum aggregate cash under 52 pence offer

Bridge facility €200 million To fund Evoke cash alternative consideration

Second lien term facility £889 million (euro equivalent) Five-year facility to refinance Evoke 2028 senior debt

Mandatory repayment £200 million (euro equivalent) Due by December 31, 2027 under second lien facility

Key Terms

scheme of arrangement, Cooperation Agreement, bridge facility, second lien term facility, +2 more

6 terms

scheme of arrangement regulatory

"The Acquisition is intended to be effected by means of a scheme of arrangement between Evoke and Evoke shareholders"

A scheme of arrangement is a legal agreement between a company and its shareholders or creditors to reorganize or settle debts, often to avoid bankruptcy or make big changes. It’s like a carefully planned handshake that everyone agrees to, helping the company stay afloat or improve its financial health.

Cooperation Agreement regulatory

"entered into a Cooperation Agreement dated June 5, 2026 by and among Bally's Intralot, Bally's Intralot Jersey Securities Limited, and Evoke"

A cooperation agreement is a formal contract between two or more organizations that lays out who will do what, how resources and responsibility are shared, how benefits or costs are divided, and how disputes or exits are handled. Like two chefs agreeing on a shared recipe and kitchen duties, it matters to investors because it can create new revenue paths, shift costs or risks, affect who controls key assets or technologies, and change a company’s future growth prospects.

bridge facility financial

"funded by a bridge facility of up to €200 million entered into between Bally’s Intralot and Deutsche Bank Aktiengesellschaft and Jefferies Finance LLC"

A bridge facility is a short-term loan or credit line companies use to cover immediate cash needs while they arrange longer-term financing, sell assets, or complete a larger funding deal. Investors care because it temporarily props up a company’s finances and can signal urgent funding gaps; like a bridge that lets traffic keep moving until a permanent road is built, it reduces short-term default risk but may carry higher cost or dilution if extended.

second lien term facility financial

"a five-year maturity second lien term facility of up to the EUR equivalent of £889 million to refinance certain of Evoke’s existing senior indebtedness"

revolving credit facility financial

"its revolving credit facility, which will also be increased to £220 million subject to customary conditions"

A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What acquisition involving Bally's Corporation (BALY) is described here?

Bally’s majority-owned affiliate Bally’s Intralot S.A. agreed a recommended acquisition of Evoke PLC via a scheme of arrangement. Evoke is valued at about £243.1 million, giving its shareholders a mix of share and capped cash options.

How are Evoke PLC shareholders compensated in the Bally's (BALY) transaction?

Evoke shareholders can receive 0.537 new Bally’s Intralot shares per Evoke share, valuing each at roughly 52 pence. Alternatively, they may elect 52 pence in cash per share, with total cash elections capped at £117.1 million.

How is the cash alternative in the Bally's (BALY) Evoke deal financed?

The 52 pence per share cash alternative, capped at £117.1 million, is funded through a bridge facility of up to €200 million. This facility is provided by Deutsche Bank Aktiengesellschaft and Jefferies Finance LLC to support cash elections.

What debt facilities support refinancing in the Bally's (BALY) Evoke acquisition?

A five-year second lien term facility up to the euro equivalent of £889 million is committed to refinance certain Evoke senior indebtedness maturing in 2028. Bally’s Intralot also obtained a £157 million senior facility and an increased £220 million revolving credit facility.

What obligations does Bally’s Intralot have under the second lien facility for the Evoke deal?

Bally’s Intralot will not guarantee the second lien facility but undertakes to fund a mandatory repayment of the euro equivalent of £200 million by December 31, 2027, and up to £50 million of synergy-related costs, subject to conditions.

When is the Bally's (BALY) Evoke acquisition expected to close?

The acquisition is expected to conclude between the final quarter of 2026 and the first quarter of 2027. Completion depends on Evoke and Bally’s Intralot shareholder approvals plus gaming, antitrust and foreign investment regulatory clearances.

What voting commitments has Bally's Corporation (BALY) made for this transaction?

Through its subsidiaries, Bally’s Corporation agreed to exercise its voting rights in Bally’s Intralot in favor of resolutions needed for the acquisition, including authorizing share issuance and amending articles to allow certain incoming shareholders to appoint a nominee director.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/11/2026 - 04:13 PM

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): June 5, 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 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). □

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 June 5, 2026, Bally’s Intralot S.A. (“Bally’s Intralot”), a Greek publicly listed company in which Bally's Corporation (the "Company") (through its subsidiaries) holds an investment representing approximately 59.44% (as of March 31, 2026) of the outstanding shares, and Evoke PLC, a company incorporated under the laws of Gibraltar and listed on the London Stock Exchange (“Evoke”), issued a joint announcement that their respective Boards of Directors have reached agreement on the terms and conditions of a recommended all share acquisition by Bally’s Intralot for the entire ordinary share capital of Evoke (the “Acquisition”) and in connection with the same have also entered into a Cooperation Agreement dated June 5, 2026 (the “Cooperation Agreement”), by and among Bally's Intralot, Bally's Intralot Jersey Securities Limited, and Evoke.

The Acquisition is intended to be effected by means of a scheme of arrangement between Evoke and Evoke shareholders under Part VIII of the Gibraltar Companies Act. The Acquisition is conditional on certain approvals being obtained, including (i) the approval by Evoke shareholders of the scheme of arrangement; (ii) the approval by Bally’s Intralot shareholders of a resolution to authorize the issue of new shares in Bally’s Intralot to the Evoke shareholders in connection with the Acquisition; and (iii) customary regulatory approvals and clearances, including gaming regulatory approvals and anti-trust and foreign direct investment clearances.

Under the terms of the Acquisition, Evoke shareholders will be entitled to receive for each Evoke share 0.537 of new Bally’s Intralot shares (the “Shares Offer”), representing a value of approximately 52 pence per Evoke share based on Bally’s Intralot’s per share price of €1.12 and therefore valuing the entire ordinary share capital of Evoke at approximately £243.1 million. As an alternative to the Shares Offer, Evoke shareholders may elect to receive 52 pence in cash for each Evoke share (the “Cash Alternative Offer”). The maximum aggregate cash payment available to Evoke shareholders under the Cash Alternative Offer will be capped at £117.1 million.

The cash consideration payable under the Cash Alternative Offer will be funded by a bridge facility of up to €200 million entered into between Bally’s Intralot and Deutsche Bank Aktiengesellschaft and Jefferies Finance LLC. Bally’s Intralot has also secured commitments, led and underwritten by a steering committee comprised of TPG BD Finance L.P., Oaktree Capital Management and OHA (UK) LLP, for a five-year maturity second lien term facility of up to the EUR equivalent of £889 million to refinance certain of Evoke’s existing senior indebtedness maturing in 2028. Bally’s Intralot will not provide any guarantee or collateral support in relation to the second lien term facility, other than undertaking to fund: (i) a mandatory repayment obligation for the EUR equivalent of £200 million by 31 December 2027; and (ii) synergy-related costs of up to £50 million subject to the satisfaction of certain conditions. In addition, Evoke has obtained pre-emptive change of control consent waivers from the holders of each series of its outstanding senior secured notes due 2030 and 2031, and its revolving credit facility, which will also be increased to £220 million subject to customary conditions. Bally’s Intralot has also secured commitments for a £157 million senior facility from institutional investors to support the Acquisition. The Acquisition is expected to conclude between the final quarter of 2026 and the first quarter of 2027.

The Company has agreed (through its subsidiaries) to exercise, or procure the exercise of, its voting rights attaching to any shares of Bally’s Intralot in favor of the resolutions to be proposed at any general meeting of Bally’s Intralot (including any adjournment thereof) that is necessary in connection with the Acquisition, including any resolution to (i) authorize the issuance of additional shares in Bally’s Intralot as part of the consideration for the Acquisition, or alternatively to authorize the board of directors of Bally’s Intralot to issue such shares and (ii) amend the articles of association of Bally’s Intralot in the manner contemplated by the shareholder’s agreement dated June 5, 2026, which would permit certain of the material incoming shareholders to appoint a nominee director.

The foregoing description of the Cooperation Agreement does not purport to be complete and is subject, and qualified by reference, to the full text of the Cooperation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description
10.1						Cooperation Agreement, dated June 5, 2026, by and among Bally's Intralot S.A., Bally's Intralot Jersey Securities, Limited, and Evoke PLC.
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: June 11, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EX-10.1 563.9 KB

Bally’s unit to acquire Evoke PLC in £243m deal

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