Item 2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant
On October 1, 2021, Bally’s
Corporation completed its previously announced acquisition of Gamesys Group plc. Gamesys’ shareholders will receive, in the
aggregate, 9,773,537 shares of Bally’s common stock and approximately £1.544 billion in cash. The acquisition and
refinancing of Bally’s and Gamesys’ debt was funded with, among other sources, the proceeds of a senior notes offering
completed in August 2021 and a new bank credit facility.
Senior Notes
Upon the closing of the acquisition, Bally’s
assumed the issuer obligation under two series of notes issued into escrow on August 20, 2021: $750 million aggregate principal amount
of 5.625% senior notes due 2029 and $750 million aggregate principal amount of 5.875% Senior Notes due 2031 (together, the “Notes”).
The First Supplemental Indenture, dated as of
October 1, 2021, among Bally’s, the escrow issuers, the guarantors party thereto and U.S. Bank National Association, as trustee,
under which Bally’s assumed the Notes is attached as Exhibit 4.1. For a description of the indenture and the Notes, see Bally’s
Current Report on Form 8-K filed with the SEC on August 20, 2021.
Credit Facility
On October 1, 2021, Bally’s and certain of its subsidiaries
entered into a credit agreement with Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and the other lenders
party thereto, providing for senior secured financing of up to $2.565 billion, consisting of a senior secured term loan facility in an
aggregate principal amount of $1.945 billion, which will mature in 2028, and a senior secured revolving credit facility in an aggregate
principal amount of $620 million, which will mature in 2026. The revolving credit facility was undrawn at closing.
The credit facilities allow Bally’s to increase the size of the
term loan or request one or more incremental term loan facilities or increase commitments under the revolving credit facility or add one
or more incremental revolving facilities in an aggregate amount not to exceed the greater of $650 million and 100% of Bally’s consolidated
EBITDA for the most recent four-quarter period plus or minus certain amounts as specified in the credit agreement, including an unlimited
amount subject to compliance with a consolidated total secured net leverage ratio as set out in the credit agreement.
The credit facilities are guaranteed by Bally’s restricted subsidiaries,
subject to certain exceptions, and secured by a first-priority lien on substantially all of Bally’s and each of the guarantors’
assets, subject to certain exceptions.
Borrowings under the credit facilities bear interest at a rate equal
to, at Bally’s option, either (1) LIBOR determined by reference to the costs of funds for U.S. dollar deposits for the interest
period relevant to such borrowing, adjusted for certain additional costs and subject to a floor of 0.50% in the case of term loans and
0.00% in the case of revolving loans or (2) a base rate determined by reference to the greatest of (a) the federal funds rate
plus 0.50%, (b) the prime rate, (c) the one-month LIBOR rate plus 1.00%, (d) solely in the case of term loans, 1.50%, and
(e) solely in the case of revolving loans, 1.00%, in each case of clauses (1) and (2), plus an applicable margin. In addition,
on a quarterly basis, Bally’s is required to pay each lender under the Revolving Credit Facility a 0.50% or 0.375% commitment fee
in respect of commitments under the revolving credit facility, with the applicable commitment fee determined based on Bally’s total
net leverage ratio.
The credit facilities contain covenants that limit the ability of Bally’s
and its restricted subsidiaries to, among other things, incur additional indebtedness, pay dividends or make certain other restricted
payments, sell assets, make certain investments, and grant liens. These covenants are subject to exceptions and qualifications set forth
in the credit agreement. The revolving credit facility contains a financial covenant regarding a maximum first lien net leverage ratio
that applies when borrowings under the revolving credit facility exceed 30% of the total revolving commitment.
The credit agreement is attached as Exhibit 10.1 hereto.