Bally's Corporation (NYSE:BALY) reached agreement in principle to acquire Gamesys Group plc (LSE:GYS) from HG Vora Capital Management, LLC and others for £2 billion on March 24, 2021. Bally's Corporation agreed upon the definitive terms of the combination to acquire Gamesys Group plc from HG Vora Capital Management, LLC and others on April 13, 2021. Pursuant to the terms of the transaction, Bally's Corporation would acquire the entire issued share capital of Gamesys Group plc at £18.50 per share at cash. As part of the possible combination, Bally's Corporation has also proposed to make a share alternative available to Gamesys Group plc shareholders (the “share alternative”). Under the terms of the share alternative, Gamesys Group plc shareholders (other than Gamesys Group plc shareholders resident or located in jurisdictions in which it might be unlawful to make the Share Alternative available or where to do so would result in compliance requirements or formalities which Gamesys Group plc or Bally's Corporation regard as unduly onerous) would be entitled to elect to receive 0.343 new Balley's common shares for each Gamesys share. Bally's Corporation could be required to issue up to 38.4 million Bally's shares pursuant to the combination. It would be Bally's Corporation intention to fund the cash offer through a certain funds bridge facility, a portion of which will be refinanced through the proceeds of an equity capital raise, including Notes offering. Bally intends to seek to refinance the bridge facility and Gamesys' debt through one or more capital market transactions, which could include public or private offerings of Bally's shares or other securities and a company-wide bank credit facility. The maximum cash consideration payable to Gamesys Group plc shareholders, if only the former Gamesys Group plc Founders and Gamesys Group plc Executives elect for the share alternative, would amount to approximately £1.6 billion. Premier Entertainment has entered into a commitment letter and interim facilities agreement ("IFA") with Deutsche Bank Aktiengesellschaft, London Branch, Goldman Sachs Bank USA and Barclays Bank PLC to provide fully committed bridge term loan facilities up to £1.4 billion and £289.558 million to satisfy the cash element of the consideration. Bally's has also entered into a commitment letter with Gaming & Leisure Properties, Inc. (“GLPI”) pursuant to which GLPI has irrevocably committed to purchase shares of our common stock, or, subject to U.S. regulatory requirements, warrants, with a value of up to £364.145 million, at a price per share based on volume-weighted average price determined over a period of time prior to such issuance.

Bally's may use the proceeds to fund a portion of the aggregate cash consideration for the Combination, acquisition costs and fees and expenses incurred by us and our affiliated entities related to the Combination, or to refinance the existing indebtedness of Gamesys. Bally's also expects to offer and issue 11 million shares in a Common Stock Offering with estimated total net proceeds of £425.321 million and intends to use the net proceeds from the Equity Offering to partially fund the cash portion of the consideration. The equity offering is not contingent on the consummation of the Gamesys combination, and the consummation of the Gamesys Combination is not contingent on the consummation of the equity offering, and, as a result, it is possible that the equity offering occurs and the Gamesys combination does not occur and vice versa. The maximum cash consideration payable to Gamesys shareholders if only the Electing Gamesys Directors and the electing Gamesys Shareholders elect for the Share Alternative would be £1.6 billion. Gamesys shareholders representing 24.5% of Gamesys' outstanding stock have indicated their intention to commit to elect for the Share Alternative.

It is intended that Gamesys Group plc's Chief Executive Officer, Lee Fenton, would become the Chief Executive Officer of the combined group, Robeson Reeves, Gamesys' Chief Operating Officer and Jim Ryan, non-executive director will join Bally's Board. It is further intended that Bally's Corporation's Chief Executive Officer, George Papanier, would remain a member of the board and a senior executive running the retail casino business. The combined group would be headquartered in Rhode Island, USA, and its shares would retain their listing on the New York Stock Exchange. The transaction will be subject to approval by Gamesys shareholders, Bally's shareholders voting in favor of the alternative share issuance as well as relevant regulatory authorities including Financial Conduct Authority. The meeting of the shareholders of Bally's is scheduled on June 30, 2021 to consider the transaction. The Board of Gamesys is inclined to recommend the offer once all terms and conditions are negotiated and due diligence is complete. As of May 10, 2021, the deal is subject to the approval of the Financial Conduct Authority and approval of the Court, it is expected that the scheme circular relating to the Combination will be published by Gamesys on or around May 28, 2021. The Board of Gamesys unanimously approved the transaction. On June 30, 2021, the Court Meeting to consider the Scheme and the Gamesys General Meeting to consider the Special Resolution relating to the combination were each held, and the Scheme and the Special Resolution were approved by the requisite majorities.

On June 30, 2021, Bally's Corporation also obtained the requisite votes for all shareholder approvals related to the proposed business combination. Founding Gamesys investors and executives as well as their family trusts and HG Vora, together representing 30.7% of Gamesys's share capital have indicated that they would support the bid. Approximately 33% of Gamesys shareholders have provided irrevocable support to the transaction with approximately 26% committing to roll their shares. As on July 26, 2021, Bally's does not plan to issue incremental common equity or draw on the previously disclosed Gaming and Leisure Properties, Inc. commitment to fund the Gamesys acquisition. On August 11, 2021, Bally's entered into such an excess share agreement with Noel Hayden. The combination of Gamesys and Bally's Corporation is expected to become effective in Q4 of the 2021. As of September 20, 2021, Bally expects to seek the required court approval for the acquisition on September 30, 2021 and to complete the acquisition on October 1, 2021 or soon thereafter. As on September 30, 2021, the Court has sanctioned the scheme of arrangement. The Scheme will become effective upon a copy of the Court Order being delivered to the Registrar of Companies, which is expected to take place on October 1, 2021.

James Ibbotson and Chris Raff of Deutsche Bank AG, London Branch and Deutsche Bank Securities Inc. acted as financial advisors to Bally's Corporation. Bob Profusek, Robert Profusek of Jones Day and Jones Day (London) acted as legal advisors and Deloitte & Touche LLP acted as accountant to Bally's Corporation. Sung Chun and Magnus Scaddan of Macquarie Capital (Europe) Limited acted as financial advisors to Gamesys. Garry Levin of Numis Securities Ltd.; and Mark Whitmore of Joh. Berenberg, Gossler & Co. KG. acted as joint brokers to Gamesys. Katherine Moir, George Holman and Steven Fox of Clifford Chance LLP acted as legal advisors to Gamesys. Debevoise & Plimpton LLP acted as legal advisor to Deutsche Bank Securities Inc. Douglas Abernethy of Latham & Watkins LLP acted as legal advisor to Deutsche Bank AG, London Branch. Deutsche Bank Securities Inc. also provided fairness opinion to Bally's Corporation and received fees of £0.75 million ($1 million) for fairness opinion. Deutsche Bank Securities Inc. received fees of £8.5 million ($12 million) for advisory services. Ernst & Young Global Limited provided due diligence and financial advise to Bally's Corporation.

Bally's Corporation (NYSE:BALY) completed the acquisition of Gamesys Group plc (LSE:GYS) from HG Vora Capital Management, LLC and others on October 1, 2021. With the closing of the transaction, former Gamesys Chief Executive Officer Lee Fenton will now serve as Bally's Chief Executive Officer. Additionally, former Bally's Chief Executive Officer George Papanier will assume the role of President, Retail, for Bally's land-based casino business, and former Gamesys Chief Operating Officer Robeson Reeves will assume the role of President, Interactive. Further, Fenton, Reeves, and Jim Ryan, former Gamesys Non-Executive Director, have been appointed to serve on Bally's Board of Directors.