Item 1.01. Entry into a Material Definitive Agreement
On
Rule 2.7 Announcement
Under the terms of the Scheme, Gamesys shareholders will be entitled to receive
The Combination is conditioned on, among other things, (1) approval of the Scheme by Gamesys shareholders, (2) approval of the issuance of shares by Bally's shareholders and, (3) receipt of certain regulatory approvals. The conditions to the Combination are set forth in full in the Rule 2.7 Announcement. The Offer is subject to termination if not completed within 12 months (or such later date as the Company and Gamesys might agree) (the "Long Stop Date").
The foregoing summary of the Rule 2.7 Announcement does not purport to be complete and is subject to, and qualified in its entirety by, the text of the Rule 2.7 Announcement, which is attached as Exhibit 2.1 hereto and incorporated herein by reference.
Bally's reserves the right, subject to the prior consent of the
Cooperation Agreement
Under a Cooperation Agreement, among other things, Gamesys and the Company agreed to cooperate for the purposes of obtaining any regulatory authorizations in connection with the Combination, preparing required offering documents and other matters. The Company has agreed to use its reasonable efforts to obtain regulatory authorizations in sufficient time to allow completion by the Long Stop Date. The Cooperation Agreement also contains provisions that will apply in respect of certain employee-related matters and Gamesys' employee equity plans.
Voting and Support Agreements and Irrevocable Undertakings
The Company and Gamesys entered into Voting and Support Agreements pursuant to
which
The Scheme is subject to the approval of Gamesys' shareholders in accordance with English Law. The Company entered into irrevocable undertakings with the directors of Gamesys who hold Gamesys shares and certain Gamesys shareholders (together with the Gamesys directors, the "Supporting Shareholders") to support the Combination. Pursuant to the undertakings, the Supporting Shareholders agreed to vote, or procure the vote of, their beneficial holdings of Gamesys shares in favor of the Scheme at the Gamesys shareholder meetings or, if the Combination is implemented by way of a takeover offer, the Supporting Shareholders will accept the takeover offer. Such holders beneficially own 33.3% of Gamesys outstanding common shares.
In addition, certain directors of Gamesys and certain shareholders (the "Electing Shareholders") agreed to elect the Share Alternative for all Gamesys common shares they beneficially own, collectively representing 25.6% of Gamesys' outstanding common shares on the date of the agreement. The undertakings will lapse under certain conditions, including in certain cases if a third party makes a competing offer with a value per Gamesys share at least 5% higher than that being offered pursuant to the Offer and Bally's does not match that offer within five Business Days and certain events of termination contemplated in the Cooperation Agreement.
Bridge Loan Facility
Item 2.02. Results of Operations and Financial Condition
On
The information contained in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.2 attached hereto, is being furnished and will not be deemed "filed" for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, and will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or under the Exchange Act, except as otherwise expressly stated in such filing.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The descriptions of the Interim Financing Agreement and the GLPI Commitment set forth in Item 1.01 above, and the related Exhibits 10.1 and 10.2, are hereby incorporated by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Upon consummation of the Combination, Gamesys' Chief Executive Officer,
There are no family relationships between
Item 8.01. Other Events Tropicana Agreement
In addition, on
The Company published a press release announcing the Tropicana agreement. The press release, filed as Exhibit 99.3 to this Current Report on Form 8-K, is incorporated herein by reference.
Certain Financial Information
If the Combination is consummated, Bally's intends to use the net proceeds of the Equity Offerings (as defined below) to fund a portion of the cash payable to Gamesys shareholders. Bally's will incorporate or include the following financial information related to Gamesys and the Combination in the preliminary prospectus supplements for the Equity Offerings:
· audited financial statements of Gamesys as of and for the years ended
December 31, 2020 and 2019, together with the notes related thereto and the Report of Independent Accountants thereon, which are attached as Exhibit 99.4; and
· unaudited pro forma condensed combined financial statements of Bally's as of
and for the year endedDecember 31, 2020 , after giving effect to the Combination, and adjustments described in such pro forma financial information, which are attached as Exhibit 99.5.
The consent of
On
A copy of the press release announcing the Equity Offerings is attached as Exhibit 99.6.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. Exhibit No. Description 2.1 Rule 2.7 Announcement, datedApril 13, 2021 10.1 Interim Financing Agreement, datedApril 13, 2021 , by and amongPremier Entertainment Sub, LLC , Deutsche Bank AG,London Branch,Goldman Sachs USA and Barclays Bank PLC. 10.2 Commitment Agreement, datedApril 13, 2021 , by and between Bally's Corporation and Gaming and Leisure Properties, Inc. 23.1 Consent ofBDO LLP , independent accountants 99.1 Press Release relating to Rule 2.7 Announcement, datedApril 13, 2021 99.2 Press Release relating to certain preliminary estimated financial results of Bally's Corporation, datedApril 13, 2021 99.3 Press Release relating to Tropicana Agreement, datedApril 13, 2021 99.4 Audited financial statements of Gamesys Group plc as of and for the years endedDecember 31, 2020 and 2019 99.5 Consolidated pro forma condensed combined balance sheet of Bally's Corporation as ofDecember 31, 2020 and the unaudited pro forma condensed combined statement of operations of Bally's Corporation for the year endedDecember 31, 2020 99.6 Press Release relating to Equity Offerings, datedApril 13, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
Further Information? No Offer or Solicitation
This communication is not intended to and does not constitute or form part of an offer to sell or subscribe for or the solicitation of an offer to buy or subscribe for, sell or solicit any securities or any proxy, vote or approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation, sale, issuance or transfer would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. It is intended that the Combination will be implemented by way of the Scheme. Any decision in respect of, or other response to, the Combination should be made only on the basis of the information provided pursuant to the Scheme.
Forward Looking Statements
This Current Report on Form 8-K (including information incorporated by reference
herein) contains certain forward-looking statements, beliefs or opinions with
respect to the likelihood and timing of completion of the Combination. Such
forward-looking statements involve known and unknown risks and uncertainties
that could significantly affect expected results and are based on certain key
assumptions. There are many factors which could cause actual results to differ
materially from those expressed or implied in forward-looking statements. Among
the factors that could cause actual results to differ materially from those
described in the forward-looking statements is (1) the satisfaction of the
conditions to the Combination, (2) any regulatory approvals required for the
Combination not being obtained on the terms expected or on the anticipated
schedule, (3) the ability of Gamesys, Bally's and
You are therefore cautioned not to place undue reliance on these forward-looking statements. Bally's does not assume any obligation, and disclaims any intention or obligation, to update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise).
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