Bally's (BALY) Proxy Filing summary

Executive summary

• Amendment No. 1 to the Merger Agreement was executed on August 27, 2024, modifying the original agreement dated July 25, 2024, among Bally's Corporation, SG Parent LLC, The Queen Casino & Entertainment Inc., and related parties.

• The amendment introduces a new class of capital stock, Class A Common Stock, with rights nearly identical to existing common stock except for a conversion feature.

• The Board and a special committee of independent directors approved the amendment and recommend stockholders vote to adopt it at the upcoming meeting.

• Forward-looking statements highlight risks and uncertainties related to regulatory approvals, financing, and market volatility.

Voting matters and shareholder proposals

• Stockholders will vote on the Certificate of Amendment to authorize Class A Common Stock and on the Amended Merger Agreement.

• If the Certificate of Amendment is not approved, the provisions for Class A Common Stock will not take effect, and additional election periods may be provided.

Board of directors and corporate governance

• The Board, following the unanimous recommendation of the Special Committee, supports the Amended Merger Agreement.

• Soohyung Kim, Chairman of the Board, is also Managing Partner and CIO of Standard General, which owns a significant stake.