8-K: Bally's Finalizes €2.7 Billion Sale of International Interactive Business to Intralot, Set to Become Majority Shareholder

Bally's Corporation has entered into a definitive agreement with Intralot S.A. to sell its International Interactive business for approximately €2.7 billion, positioning Bally's to become Intralot's majority shareholder.

Summary

• Bally's Corporation has entered into a definitive transaction agreement with Intralot S.A., a Greek publicly listed company.
• Under the agreement, Intralot will acquire all issued and outstanding capital stock of Bally's Holdings Limited, a subsidiary holding Bally's International Interactive business.
• The total consideration for the transaction is valued at approximately €2.7 billion.
• The consideration consists of €1.53 billion in cash, subject to adjustment, and 873,707,073 newly issued ordinary shares of Intralot.
• The Intralot shares are valued at an implied price of €1.30 per share.
• As a result of the transactions, Bally's Corporation is expected to become the majority shareholder of Intralot.
• The closing of the transactions is anticipated to occur in the fourth quarter of 2025.
• Closing is subject to several conditions, including antitrust and gaming regulatory clearances, Intralot shareholder approval, Intralot's cash offering, listing of Intralot shares on the Athens Exchange, and Intralot securing debt financing.
• Intralot has obtained commitments for debt financing up to €1.6 billion from Citizens Bank, Deutsche Bank, Goldman Sachs, and Jefferies, which is expected to be refinanced through debt capital markets.

Sentiment

Score: 8

Explanation: The sentiment is highly positive due to the significant strategic transaction value, the substantial cash component, and Bally's expected majority ownership in Intralot, indicating a strong strategic realignment and potential for future growth.

Positives

• Bally's will receive a substantial total consideration of approximately €2.7 billion for its International Interactive business.
• The transaction includes a significant cash component of €1.53 billion, providing liquidity to Bally's.
• Bally's is expected to become the majority shareholder of Intralot, indicating a strategic partnership and potential for future growth within the gaming technology sector.
• The transaction allows Bally's to divest its International Interactive segment while maintaining a significant stake in a key industry player.

Negatives

• The transaction is subject to multiple closing conditions, including regulatory approvals and Intralot's ability to secure financing and shareholder approval, which could delay or prevent closing.
• The issuance of 873,707,073 new Intralot shares to Bally's could lead to dilution for existing Intralot shareholders.

Risks

• The transaction's closing is contingent on the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and receipt of clearance under applicable non-U.S. antitrust law.
• Receipt of certain gaming regulatory clearances is required for the transaction to close.
• Intralot shareholder approval is a necessary condition for the completion of the transaction.
• The closing of an intended offering by Intralot of newly-issued Intralot Shares for cash is a prerequisite.
• The listing on the Athens Exchange of the Intralot Shares to be received by Bally's in the Transactions must occur.
• Intralot's receipt of debt financing up to €1.6 billion is a closing condition, and while commitments are in place, refinancing through debt capital markets is subject to conditions.

Future Outlook

The transaction is expected to close in the fourth quarter of 2025, subject to the satisfaction or waiver of various mutual closing conditions, including regulatory approvals, shareholder approval, and financing. Bally's anticipates becoming the majority shareholder of Intralot following the closing.

Management Comments

• The Board of Directors of Bally's Corporation approved the entry into the definitive transaction agreement with Intralot S.A.

Industry Context

This transaction represents a significant strategic move within the global gaming and lottery technology industry. Bally's is divesting its international interactive operations, focusing its portfolio, while simultaneously gaining a majority stake in Intralot, a prominent player in lottery systems and sports betting. This could indicate a trend towards consolidation and strategic partnerships to leverage technology and market reach in the evolving digital gaming landscape.

Stakeholder Impact

• Shareholders of Bally's Corporation: Expected to benefit from the significant transaction value, the cash proceeds, and the strategic investment in Intralot, potentially leading to enhanced shareholder value.
• Shareholders of Intralot S.A.: Will experience dilution due to the issuance of new shares to Bally's, but the transaction could strengthen Intralot's market position and financial stability.
• Employees of Bally's International Interactive business: Their employment will transition to Intralot as part of the acquisition.
• Creditors of Intralot: The new debt financing and potential refinancing could impact Intralot's capital structure and credit profile.

Next Steps

• Satisfy or waive mutual closing conditions, including antitrust and gaming regulatory clearances.
• Obtain Intralot shareholder approval.
• Complete Intralot's intended offering of newly-issued Intralot Shares for cash.
• Ensure listing of Intralot Shares on the Athens Exchange.
• Finalize Intralot's debt financing arrangements.
• Proceed with the closing of the transactions, expected in the fourth quarter of 2025.

Key Dates

Recommendation

Keywords

Bally's Corporation, Intralot S.A., International Interactive business, acquisition, divestiture, gaming technology, SEC filing, 8-K, merger, strategic investment, antitrust, regulatory approval, debt financing