Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement

On August 27, 2024, Bally's Corporation, a Delaware corporation (the "Company"), entered into Amendment No. 1 (the "Merger Agreement Amendment") to the Agreement and Plan of Merger, dated as of July 25, 2024 (the "Merger Agreement"), by and among the Company, SG Parent LLC, a Delaware limited liability company ("Parent"), The Queen Casino & Entertainment Inc., a Delaware corporation and affiliate of Parent ("Queen"), Epsilon Sub I, Inc., a Delaware corporation and wholly owned subsidiary of the Company ("Merger Sub I"), Epsilon Sub II, Inc., a Delaware corporation and wholly owned subsidiary of the Company ("Merger Sub II", and together with the Company and Merger Sub I, the "Company Parties"), and, solely for purposes of specified provisions of the Merger Agreement, SG CQ Gaming LLC, a Delaware limited liability company ("SG Gaming" and together with Parent and Queen, the "Buyer Parties"). Each of the Buyer Parties and the Company Parties is a party to the Merger Agreement Amendment. Capitalized terms used herein but not otherwise defined have the meaning set forth in the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the "SEC") on July 25, 2024, which is incorporated herein by reference.

Parent and SG Gaming are owned and controlled by Standard General L.P., a Delaware limited partnership("Standard General").Soohyung Kim is the Managing Partner and Chief Investment Officer of Standard General and is the Chairman of the Company's Board of Directors (the "Board").According to a Schedule 13D amendment filed by Standard General with the SEC on July 26, 2024, Standard General and Mr. Kim beneficially owned 10,589,849 shares of Company Common Stock, or 26.1 % of the Company Common Stock as calculated in accordance with SEC Rule 13d-3.Standard General and Mr. Kim each disclaim beneficial ownership of such shares except to the extent of its or his pecuniary interest in such shares.

The Merger Agreement Amendment was entered into in order to amend the Rolling Share Election mechanism set forth in the Merger Agreement to provide for the issuance of a new class of capital stock, Class A Common Stock, par value $0.01 per share, of the Company (the "Class A Common Stock"), to be authorized by an amendment to the Fifth Amended and Restated Certificate of Incorporation of the Company (the "Certificate of Amendment") which, if approved by the Company Stockholders at the Company Stockholder Meeting, would have rights, preferences, privileges, limitations and restrictions substantially identical to those of Company Common Stock (except for its conversion feature). It is expected that any Class A Common Stock that is held by persons who are not Company "affiliates" and who do not otherwise hold restricted shares of Company Common Stock generally would be tradable from the time of issuance until immediately prior to the Company Effective Time.

Pursuant to the Merger Agreement Amendment, if the Company Stockholders approve the Certificate of Amendment, the Company will issue the Class A Common Stock after the Election Deadline and receipt of the Requisite Stockholder Approval and will use commercially reasonable efforts to effect such issuance within two business days following the Election Deadline. The Merger Agreement Amendment provides that, in making any Rolling Share Election, each record holder making such Rolling Share Election will be deemed to have elected to exchange each Rolling Company Share to which such election pertains for a share of Class A Common Stock. Each share of issued Class A Common Stock will be deemed to be and will be treated as a Rolling Company Share for all purposes under the Merger Agreement, as amended by the Merger Agreement Amendment (the "Amended Merger Agreement"). The Company will use commercially reasonable efforts to list any issued shares of Class A Common Stock on the NYSE. Shares of Class A Common Stock that are issued will remain outstanding until the earliest to occur of a time immediately prior to the Company Effective Time (for the avoidance of doubt, in which case such shares shall be deemed to be and shall continue to be treated as Rolling Company Shares) and the time of termination of the Amended Merger Agreement in accordance with its terms, upon which event each share of Class A Common Stock that is issued and outstanding will, by its terms, automatically convert into a share of Company Common Stock.

If the Company Stockholders do not approve the Certificate of Amendment that authorizes the Class A Common Stock, then each Rolling Company Share will remain outstanding as Company Common Stock prior to the Company Effective Time, and the provisions in the Amended Merger Agreement regarding the issuance of Class A Common Stock will not take effect. Further, if the Requisite Stockholder Approval is obtained for the Merger Proposal but the Company Stockholders have not approved the Certificate of Amendment, then subject to compliance with applicable law (including, to the extent applicable SEC Rules 13e-3 and 13e-4), Parent and the Company (subject to prior approval by the Special Committee) will, promptly following the Company Stockholder Meeting, cause an additional period for Rolling Share Elections (and revocations by the applicable stockholders of existing Rolling Share Elections) to be made prior to the Company Effective Time subject to such deadlines and procedures as they determine to be necessary or appropriate.