Item 3.02 Unregistered Sales of Equity Securities.

On April 20, 2021, Bally's Corporation ("Bally's) issued to affiliates of Sinclair Broadcast Group, Inc. ("Sinclair") a warrant to purchase 909,090 common shares for an aggregate purchase price of $50 million, the same price per share as the public offering price in Bally's common stock public offering ($55.00 per share). The net proceeds will be used to finance a portion of the purchase price in Bally's proposed combination with Gamesys Group plc ("Gamesys").

The exercise price of the warrant is nominal, and its exercise is subject to, among other conditions, requisite gaming authority approvals. Sinclair agreed not to acquire more than 4.9% of Bally's outstanding common shares without such approvals. In addition, in accordance with the agreements that Bally's and Sinclair entered into in November 2020, Sinclair is exchanging 2.1 million common shares for substantially identical warrants.

The securities were issued in private placement transactions pursuant to Section 4(a)(2) of the Securities Act of 1933.




 Item 8.01 Other Events.

On April 20, 2021, Bally's announced the completion of its underwritten public offering of common stock. Bally's issued a total of 12.65 million shares of common stock in the offering, which included 1.65 million common shares pursuant to the full exercise of the underwriters' over-allotment option.

As previously announced, Premier Entertainment Sub, LLC, an indirect wholly owned subsidiary of Bally's ("Premier Entertainment"), arranged bridge term loan facilities of up to $1,984.0 million (based on an exchange rate of $1.38:GBP1.00) in connection with the proposed Gamesys combination. On April 20, 2021, Premier Entertainment escrowed $583.0 million (based on the same exchange rate) of the net proceeds of the offering, reducing the bridge commitment by that amount.

Bally's is filing the following exhibits to its Registration Statement on Form S-3 (Registration No. 333-254448) in connection with the offering:

· Underwriting Agreement, dated April 15, 2021, among Bally's and Deutsche Bank

Securities, Inc., Goldman Sachs and Co. LLC and Barclays Capital Inc., acting

as representatives of the several underwriters named therein;

· Opinion of Jones Day; and

· Consent of Jones Day (included in Exhibit 5.1).

A copy of the offering press release is attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits






 (d) Exhibits.




Exhibit No.   Description

  1.1           Underwriting Agreement, dated April 15, 2021, among Bally's and
              Deutsche Bank Securities, Inc., Goldman Sachs and Co. LLC and
              Barclays Capital Inc., acting as representatives of the several
              underwriters named therein

  5.1           Opinion of Jones Day

  23.1          Consent of Jones Day (included in Exhibit 5.1)

  99.1          Press release, dated April 20, 2021

104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).

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