Bally : Supplement to the Proxy Statement (opens in new window)

100 Westminster Street

Providence, Rhode Island 02903

June 17, 2021

SUPPLEMENT TO THE PROXY STATEMENT FOR THE SPECIAL MEETING OF

SHAREHOLDERS TO BE HELD ON JUNE 30, 2021

Introduction

This supplements Bally's Corporation's proxy statement filed with the SEC and furnished to shareholders on June 1, 2021 in connection with the solicitation of proxies for Bally's special shareholder meeting to be held on June 30, 2021 beginning at 2:00 p.m., Eastern Time. At the meeting, shareholders will be asked to approve, among other proposals, the potential issuance of more than 19.9% of Bally's common shares in connection with the acquisition of Gamesys Group plc.

This supplement is being filed with the SEC and being made available to shareholders on June 17, 2021. Bally's, the acquiror in the Gamesys Acquisition, is furnishing this Supplement to moot potential claims and does not concede that the information provided is material or otherwise required disclosure. This supplement should be read in conjunction with the full text of the proxy statement, which is available at www.proxyvote.com and https://investors.ballys.com.

Capitalized terms used here have the meanings given them in the proxy statement.

Alternatives to the Gamesys Acquisition

Bally's believes that the Gamesys acquisition is consistent with Bally's strategy to become a leading omnichannel gaming company with a B2B2C business. Had Bally's been unable to negotiate acceptable terms for the Gamesys acquisition, Bally's would have continued to pursue the build-out of its iGaming and interactive business through organic investment and the pursuit of strategic transactions, but Bally's believes that it is unlikely that such transactions would have been as impactful in the near term as the Gamesys acquisition.

Agreements Relating to the Gamesys Acquisition

Bally's entered into a cooperation agreement with Gamesys and received irrevocable undertakings from certain Gamesys shareholders at the time it announced its offer to acquire Gamesys. The cooperation agreement, which is discussed at pages 40-42 of the proxy statement, sets forth terms under which the parties will pursue the transaction, and includes representations, warranties and covenants typical for the acquisition of a U.K. publicly traded company, including that no termination fees are payable if Gamesys receives a superior proposal or the parties fail to secure required regulatory approvals. The irrevocable undertakings provide that the Gamesys shareholders party thereto, who own in the aggregate 33.3% of Gamesys outstanding common shares, will, among other things, vote in favor of the transaction. Gamesys shareholders owning 25.6% of Gamesys' outstanding common shares have undertaken to elect the Share Alternative.

Bally's entered into other agreements in connection with the transaction, including:

• Confidentiality Agreements: Bally's entered into non-disclosure and related agreements with Gamesys under which the parties exchanged confidential information. The confidentiality agreements include standstill covenants under which, subject to certain exceptions including if a third party made a takeover proposal, Bally's agreed not to offer to acquire Gamesys or its shares or take other steps or to acquire Gamesys without the prior consent of Gamesys' board of directors.

• Deutsche Bank: Deutsche Bank is Bally's financial advisor in connection with the Acquisition. Bally's agreed to pay Deutsche Bank an advisory fee of $12.0 million, subject to completion of the Gamesys acquisition. Deutsche Bank also received a $1.0 million opinion fee (to be credited against the advisory fee) for providing an opinion on the transaction (a description of which is attached as Annex 1 hereto), and Bally's agreed that Deutsche Bank would be a lead underwriter or placement agent in any debt financing Bally's obtained in connection with the Gamesys acquisition. Bally's obtained a bridge financing commitment from Deutsche Bank and other financial institutions discussed on pages 42-43 of the proxy statement to satisfy the U.K. legal requirement that financing be certain when the offer was announced. Bally's paid $12.8 million in commitment fees to the banks providing the bridge commitment, including Deutsche Bank, as well as $22.0 million for a foreign exchange hedge and other financing costs incurred to date, and expects to pay other fees and costs to Deutsche Bank and other financial institutions in connection with financing the acquisition and refinancing Bally's and Gamesys' debt in connection with the acquisition. These amounts assume that the bridge financing commitment remains undrawn; if drawn, funding, duration and administrative fees will be calculated according to the amount drawn and duration of such funding but, based on the amounts available to be drawn under the bridge financing commitment and if it remains funded beyond 270 days, the maximum fees are estimated at $47.0 million. These amounts exclude underwriting discounts and costs incurred in the equity offering completed by Bally's in April 2021 (amounting to $25.5 million) and commitment, placing fees and other costs and expenses (including legal) for potential new debt or equity financing (estimated at $50 to $55 million). In addition, Deutsche Bank holds less than 10% of the loans and commitments under Bally's revolving credit facility.

Bally's also entered into fee for services engagement letters and other agreements with legal and accounting advisors and other parties in connection with the proposed acquisition, the terms of which Bally's believes are customary.

Prospective Financial Information

Bally's developed prospective financial information for the five-year period beginning 2021 for Bally's and Gamesys in connection with its analysis of the possible transaction and arranging bridge financing.

Forward-looking information of this nature is inherently uncertain. This information is particularly uncertain due to the difficulty of predicting the effects of the COVID-19 pandemic and its aftermath and the several strategic transactions completed or agreed to by Bally's in connection with the pursuit of its strategy to become a leading omni-channel B2B2C gaming company. Shareholders are cautioned not to put undue reliance on it. The information:

• is furnished below solely to make it available to shareholders, not to influence any voting or investment decisions;
• was not prepared in accordance with U.S. accounting guidelines for the preparation of financial forecasts;
• was not reported on by financial advisers or reporting accountants in accordance with Rule 28.1 of the U.K. Takeover Code or prepared in accordance with the standards of Rule 28.1;
• does not take into account developments since the information was prepared (generally February- March 2021), costs to be incurred in connection with the Gamesys acquisition or synergies hoped to be realized in the transaction;
• is inherently uncertain and subject to risk and uncertainties, including the risk factors identified on pages 6-16 of the proxy statement under the caption "Risk Factors"; and
• is not a guarantee of, or necessarily predictive of actual future performance; rather, the future financial results of Bally's and Gamesys' businesses will differ from those in the financial information set forth below and the differences could be material.

Bally's does not intend to, and expressly disclaims any obligation to, update, revise or correct any of the information below to reflect circumstances existing or arising after it was developed or to reflect future events except as required by law.

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The Adjusted EBITDA and free cash flow figures below are non-GAAP financial measures. Adjusted EBITDA as presented is operating income before interest, taxes, depreciation and amortization and does not include stock-based compensation, restructuring costs, acquisition-related and other one-time charges; unlevered free cash flow is Adjusted EBITDA less certain other non-cash items, cash taxes, capital expenditures and change in net working capital. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and the non-GAAP financial measures below may not be comparable to similarly titled measures used by other companies or as may have been used in other contexts or Bally's or Gamesys.

The prospective financial information described above for Bally's was (in millions):

2021E 2022E 2023E 2024E 2025E

Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,109

$1,484

$1,620

$1,713

$1,780

Adjusted EBITDA . . . . . . . . . . . . . . . . . . . . . . . $ 231 $ 347 $ 427 $ 473 $ 491

Free cash flow . . . . . . . . . . . . . . . . . . . . . . . . . .

$ (165)

$ 37

$ 173

$ 249

$ 289

For context, based on actual results for 2019 of Bally's businesses, the last full year prior to the COVID-19 pandemic, as adjusted to give pro forma effect to Bally's casino-based acquisitions completed or agreed to during 2020, Bally's estimates that its combined pro forma 2019 revenues would have been $1.35 billion and its combined pro forma Adjusted EBITDA would have been $300 million.

The prospective financial information described above for Gamesys was (in millions and converted into USD assuming a USD:GDP exchange rate of USD 1.00 : GBP 1.373).

2021E 2022E 2023E 2024E 2025E

Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,177

$1,361

$1,543

$1,694

$1,825

Adjusted EBITDA . . . . . . . . . . . . . . . . . . . . . . . $ 324 $ 364 $ 417 $ 459 $ 493

Free cash flow . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 227

$ 276

$ 323

$ 335

$ 362

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Annex 1

OPINION OF BALLY'S FINANCIAL ADVISOR, DEUTSCHE BANK

Introduction; Limitations and Qualifications

At the April 11, 2021 meeting of the Bally's Board, Deutsche Bank rendered its oral opinion to the Bally's Board, subsequently confirmed by delivery of a written opinion dated April 11, 2021, to the effect that, as of the date of such opinion, and based upon and subject to the assumptions, limitations, qualifications and conditions described in Deutsche Bank's written opinion, the consideration of 1,850 pence in cash or, in lieu of cash, 0.343 of a share of Bally's common stock or a combination thereof proposed to be paid per Gamesys ordinary share in the Acquisition was fair, from a financial point of view, to Bally's.

The full text of Deutsche Bank's written opinion, dated April 11, 2021, which sets forth the assumptions made, procedures followed, matters considered and limitations, qualifications and conditions on the review undertaken by Deutsche Bank in connection with its opinion, is included at the end of this Annex 1, and the summary is qualified in its entirety by reference to the full text of the opinion. Deutsche Bank's opinion was approved and authorized for issuance by a Deutsche Bank fairness opinion review committee and was addressed to, and was for the use and benefit of, the Bally's Board in connection with and for the purpose of its evaluation of the Acquisition. Deutsche Bank's opinion was limited to the fairness, from a financial point of view, to Bally's of the consideration of 1,850 pence in cash or, in lieu of cash, 0.343 of a share of Bally's common stock or a combination thereof proposed to be paid per Gamesys ordinary share in the Acquisition as of the date of the opinion. Deutsche Bank's opinion did not address any other terms of the Acquisition nor did it address the terms of any agreement entered into or to be entered into in connection with the Acquisition. Bally's did not ask Deutsche Bank to, and Deutsche Bank's opinion did not, address the fairness of the Acquisition, or any consideration received in connection therewith, to the holders of any class of securities, creditors or other constituencies of Bally's, nor did it address the fairness of the contemplated benefits of the Acquisition. Deutsche Bank expressed no opinion as to the merits of the underlying decision by Bally's to engage in the Acquisition or the relative merits of the Acquisition as compared to any alternative transactions or business strategies. Nor did Deutsche Bank express any opinion, and Deutsche Bank's opinion does not constitute a recommendation, as to how any holder of Bally's common stock or any other person should vote with respect to the Acquisition or any other matter. In addition, Deutsche Bank did not express any view or opinion as to the fairness, financial or otherwise, of the amount or nature of any compensation payable to or to be received by any the officers, directors, or employees of any parties to the Acquisition, or any class of such persons, in connection with the Acquisition, whether relative to the consideration to be paid by Bally's or otherwise. Deutsche Bank's opinion did not in any manner address the prices at which Bally's common stock, Gamesys ordinary shares or other securities will trade at any time.

In connection with Deutsche Bank's role as financial advisor to Bally's, and in arriving at its opinion, Deutsche Bank reviewed certain publicly available financial and other information concerning Gamesys and Bally's, and certain internal analyses, financial estimates and other information relating to Gamesys and Bally's prepared by management of Bally's or Gamesys. Deutsche Bank also held discussions with certain senior officers and other representatives and advisors of Bally's and Gamesys regarding the businesses and prospects of Bally's and Gamesys, respectively, and the combined company. In addition, Deutsche Bank:

• reviewed the reported prices and trading activity for Gamesys ordinary shares and Bally's common stock;
• compared certain financial and stock market information for Gamesys and Bally's with, to the extent publicly available, similar information for certain other companies Deutsche Bank considered relevant whose securities are publicly traded;
• reviewed, to the extent publicly available, the financial terms of certain recent business combinations which Deutsche Bank deemed relevant;
• reviewed drafts of the Rule 2.7 Announcement, the Cooperation Agreement and certain related documents; and

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