8-K/A: Bally's Amends 8-K, Reveals Pro Forma Financials Post-Mergers

Bally's Corporation filed an amended 8-K to include unaudited pro forma condensed combined financial information following its merger with Queen, acquisition of Intralot, and disposal of Bally's International Interactive business.

Summary

• An Amendment No. 1 to the Current Report on Form 8-K/A was filed on December 19, 2025, to include unaudited pro forma condensed combined financial information.
• The pro forma financials reflect the merger with The Queen Casino & Entertainment, Inc. (Queen Merger) completed on February 7, 2025.
• Also included are the acquisition of Intralot S.A. (Intralot Acquisition) and the disposition of Bally's International Interactive business (BII Disposal), both completed on October 8, 2025.
• Bally's financing activities completed concurrently with the Intralot Acquisition and BII Disposal are also reflected in the pro forma statements.
• The unaudited pro forma condensed combined balance sheet is presented as of June 30, 2025.
• Unaudited pro forma condensed combined statements of operations are provided for the year ended December 31, 2024, and the six months ended June 30, 2025.
• Bally's became the majority shareholder of Intralot with an aggregate 57.9% interest (1,081,241,951 shares) following the Intralot Acquisition.
• Intralot paid Bally's $1.79 billion in cash and issued 873,707,073 new shares of Intralot equity, valued at $1.32 billion, as consideration for the BII Disposal.
• Intralot financed the cash portion of the consideration by issuing new debt facilities totaling $1.77 billion and a $500.12 million cash equity raise from third parties.
• Bally's used the cash received from Intralot to pay off the entire $500 million principal balance of its 2028 Notes and paid down portions of its Revolving Credit Facility and Term Loan Facility.
• The preliminary purchase price for the Intralot Acquisition is approximately $1.60 billion.
• Goodwill of $1.75 billion was recorded in the pro forma balance sheet, and Intralot's intangible assets were stepped up by $522.6 million to fair value.

Sentiment

Score: 4

Explanation: The filing details the completion of significant strategic transactions and debt reduction, which are positive. However, the pro forma financial statements show substantial net losses, and the recording of significant goodwill and new debt for Intralot introduce financial risks. The overall sentiment is cautious due to the losses and integration complexities, despite the strategic moves.

Positives

• The completion of significant strategic transactions, including the Queen Merger, Intralot Acquisition, and BII Disposal, provides a clearer operational and financial structure for the combined entity.
• Bally's achieved a majority ownership interest of 57.9% in Intralot S.A., expanding its global footprint in the lottery and gaming technology sector.
• The company utilized cash proceeds from the BII Disposal to pay down $500 million of its 2028 Notes and portions of other debt facilities, which can reduce future interest expenses and improve the debt profile.

Negatives

• The pro forma net loss attributable to Bally's Corporation was $(633,836) thousand for the year ended December 31, 2024.
• The pro forma net loss attributable to Bally's Corporation was $(248,118) thousand for the six months ended June 30, 2025.
• A significant amount of goodwill, $1.75 billion, was recorded in the pro forma balance sheet, which carries inherent impairment risk.
• Intralot issued new debt facilities totaling $1.77 billion to finance the cash portion of the BII acquisition, increasing the overall debt burden of the combined entity.

Risks

• Actual future results of the combined company may differ significantly from the pro forma amounts presented due to various factors, including differences between the preliminary purchase price allocation and the final allocation.
• Future business performance, integration efforts, and market conditions may cause actual results to vary from the pro forma figures.
• Integration costs, restructuring charges, or other one-time transaction-related expenses that may be incurred to achieve synergies are not reflected in the pro forma statements.
• Changes in facts and circumstances or the discovery of new information could result in material revisions to the Pro Forma Adjustments.
• The effective tax rate of the combined company could be different (either higher or lower) than the Company's historical effective tax rate depending on various factors, including post-merger activities.
• A 10% change in the valuation of property and equipment would cause a corresponding increase or decrease in depreciation expense of approximately $2.5 million for the year ended December 31, 2024, and $1.3 million for the six months ended June 30, 2025.
• A 10% change in the valuation of intangible assets would cause a corresponding increase or decrease in amortization expense of approximately $5.8 million for the year ended December 31, 2024, and $3.0 million for the six months ended June 30, 2025.

Future Outlook

The Unaudited Pro Forma Condensed Combined Financial Statements are not intended to predict the Company's results for any future period. Actual future results of the combined Company may differ significantly from the pro forma amounts presented due to various factors including differences between the preliminary purchase price allocation and the final allocation, future business performance, integration efforts, and market conditions. The Company will finalize the accounting for the Intralot acquisition within the one-year measurement period following the acquisition date.

Industry Context

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Related Party Transactions

• Bally's previously held a 33.34% equity interest in Intralot, which increased to 57.9% after the acquisition, making Intralot a consolidated subsidiary.
• Intralot acquired Bally's International Interactive business (BII) from Bally's, with Bally's receiving cash and Intralot shares as consideration.

Stakeholder Impact

• Shareholders are impacted by the pro forma net losses, changes in the company's ownership structure due to the Queen merger and Intralot acquisition, and the potential for future synergies or integration costs.
• Creditors are affected by Bally's debt paydown of $500 million in 2028 Notes and portions of its Revolving Credit and Term Loan Facilities, as well as Intralot's issuance of new debt facilities totaling $1.77 billion.
• Employees of Queen and Intralot may experience impacts related to the ongoing integration into Bally's financial reporting and operational processes.
• Customers may see changes in service offerings or experience as the combined entity leverages the strengths of Bally's, Queen, and Intralot.

Next Steps

• Bally's will finalize the accounting for the Intralot acquisition within the one-year measurement period following the acquisition date, as permitted under ASC 805.
• The integration of Queen and Intralot into Bally's financial reporting process is ongoing.

Key Dates

Keywords

Bally's Corporation, BALY, SEC Filing, 8-K/A, Pro Forma Financials, Queen Merger, Intralot Acquisition, BII Disposal, Gaming Industry, Lottery Technology, Business Combination, Financial Reporting, Debt Paydown, Goodwill, Intangible Assets