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Item 9A. Controls and Procedures

2022-03-01 compared with 2021-03-10 · 117 added, 91 removed, 167 unchanged (55% of the section changed)

1 unchanged sentence

Management’s Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer (principal executive officer) and chief financial officer (principal financial officer), conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the year ended December 31, 2020, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Our management, with the participation of our chief executive officer (principal executive officer) and chief financial officer (principal financial officer), conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the year ended December 31, 2021, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Based on this evaluation, our chief executive officer and chief financial officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective.

2 unchanged sentences

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s Board, management and other personnel to provide reasonable assurance regarding the reliability of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

• pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

4 unchanged sentences

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013).

During the year ended December 31, 2020, the Company completed its acquisitions of the Black Hawk Casinos on January 23, 2020, Casino KC and Casino Vicksburg on July 1, 2020, Bally’s Atlantic City on November 18, 2020 and the Eldorado Resort Casino Shreveport on December 23, 2020, collectively (the “Acquired Companies”).

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013).

During the year ended December 31, 2021, the Company completed its acquisitions of Bally’s Evansville, Bally’s Quad Cities, Bally’s Lake Tahoe, SportCaller, MKF, Bally Interactive, AVP, Telescope, Degree 53 and Gamesys, collectively (the “Acquired Companies”).

Since the Company has not yet fully incorporated the internal controls and procedures of the Acquired Companies into the Company’s internal control over financial reporting, management excluded the Acquired Companies from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021.

These acquisitions on a combined basis constituted approximately 32% of the Company’s total consolidated assets and approximately 19% of the Company’s consolidated revenues as of and for the year ended December 31, 2020.

These acquisitions on a combined basis constituted approximately $864.9 million, or 13.2%, of the Company’s total consolidated assets, and approximately $427.6 million, or 32.3%, of the Company’s consolidated revenues as of and for the year ended December 31, 2021.

Based on our assessment, management believes that, as of December 31, 2021, the Company’s internal control over financial reporting is effective based on these criteria.

This Annual Report on Form 10-K does not include, and we are not required to include, as attestation report of our independent registered public accounting firm on the effectiveness of our internal control over financial reporting pursuant to Section 404(b) for as long as we remain an “emerging growth company” as defined in the JOBS Act.

Deloitte & Touche LLP, the Company’s independent registered public accounting firm that audited the Consolidated Financial Statements for the year ended December 31, 2021, issued an attestation report on the Company’s internal control over financial reporting which immediately follows this report.

Changes in Internal Control over Financial Reporting

During the year ended December 31, 2021, the Company completed its acquisitions of the Acquired Companies, as defined above.

See Note 5 “ Acquisitions ” included in Part II.

2 unchanged sentences

Except for the inclusion of the Acquired Companies, there has been no change in our internal control over financial reporting that occurred during the fourth quarter of 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Bally’s Corporation

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Bally’s Corporation and subsidiaries (the “Company”) as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2021, of the Company and our report dated March 1, 2022, expressed an unqualified opinion on those financial statements.

As described in Management’s Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at the following companies acquired during 2021:

Bally’s Evansville, Bally’s Quad Cities, Bally’s Lake Tahoe, SportCaller, Monkey Knife Fight, Bally Interactive, AVP, Telescope, Degree 53, and Gamesys, collectively (the “Acquired Companies”), whose financial statements constitute, on a combined basis, approximately $864.9 million, or 13.2%, of the Company’s consolidated assets and approximately $427.6 million, or 32.3% of the Company’s consolidated net revenues as of and for the year ended December 31,2021.

Accordingly, our audit did not include the internal control over financial reporting at the Acquired Companies.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Stamford, Connecticut

March 1, 2022

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item will be contained, in part, in the 2021 Proxy Statement under the caption “Stock Ownership of Certain Beneficial Owners and Management”, and is incorporated herein by this reference.

The following table provides information as of December 31, 2020 with respect to Bally’s common shares issuable under its equity compensation plan.

Plan category Number of securities

to be issued upon

outstanding options,

warrants and rights Weighted-average

exercise price of

options, warrants

and rights Number of securities

remaining available for

future issuance under equity

compensation plans

(excluding securities

reflected in column (a))

Equity compensation plans approved by security holders 90,000 $ 4.31 1,077,839

Equity compensation plans not approved by security holders — — —

Total 90,000 $ 4.31 1,077,839

The information required by this item will be contained in the 2022 Proxy Statement under the caption “Stock Ownership of Certain Beneficial Owners and Management”, and is incorporated herein by this reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

3 unchanged sentences

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as a part of this Annual Report on Form 10-K.

(2) Documents filed as a part of this Annual Report on Form 10-K.

Financial Statements.

2 unchanged sentences

Financial Statement Schedules .

All schedules have been omitted because they are either not required or the information required is included in our consolidated financial statements or the notes thereto included in Item 8 hereof.

Schedule II - Valuation and Qualifying Accounts for the Years Ended December 31, 2021, 2020 and 2019 is included in our consolidated financial statements included in Item 8.

All other schedules are omitted because they are not applicable.

The exhibits filed as part of this Annual Report on Form 10-K are listed in the Exhibit Index immediately following “Item 16.

Form 10-K Summary,” which is incorporated herein by reference.

FORM 10-K SUMMARY

EXHIBIT INDEX

1 unchanged sentence

2.1# Transaction Agreement, dated July 22, 2018, among Dover Downs Gaming & Entertainment, Inc., Twin River Worldwide Holdings, Inc.

and Double Acquisition Corp., including amendment dated October 8, 2018 (incorporated by reference to Exhibit 2.1 to the Company’s Registration Statement on Form S-4 (File No.

and Double Acquisition Corp., including the amendment dated October 8, 2018 (incorporated by reference to Exhibit 2.1 to the Company’s Registration Statement on Form S-4 (File No.

333-228973) filed on December 21, 2018)

Equity Purchase Agreement dated as of July 10, 2019, by and among Isle of Capri Casinos LLC, IOC-Vicksburg, Inc.

2.2# Equity Purchase Agreement, dated July 10, 2019, by and among Isle of Capri Casinos LLC, IOC-Vicksburg, Inc.

and IOC-Vicksburg, L.L.C., Rainbow Casino Vicksburg Partnership, L.P., IOC-Kansas City, Inc., Twin River Management Group, Inc., Premier Entertainment Vicksburg, LLC, and, solely for purposes of Section 1.5, Section 4.17, Section 4.21, Section 4.22 and Section 8.19, Eldorado Resorts, Inc., and solely for purposes of Section 1.5 and Section 8.20, Twin River Worldwide Holdings, Inc.

6 unchanged sentences

001-38850) filed April 24, 2020)

2.4 Amendment No.

2 to the Equity Purchase Agreement, dated November 20, 2020, among the Company, Eldorado and certain of their affiliates.(incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No.

001-38850) November 24, 2020)

3.1 Certificate of Incorporation of Twin River (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-4 (File No.

333-228973) filed on December 21, 2018)

3.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.

2.4 Equity Purchase Agreement, dated September 30, 2020, among Twin River Worldwide Holdings, Inc., Twin River Management Group, Inc., The Rock Island Boatworks, Inc.

and certain affiliates of each of Twin River Worldwide Holdings, Inc.

and The Rock Island Boatworks, Inc.

(incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No.

001-38850) filed October 1, 2020)

3.3 Amended and Restated Bylaws effective October 13, 2020 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.

2.5 Amendment No.

2 to the Equity Purchase Agreement, dated November 20, 2020, among the Company, Eldorado Resorts, Inc.

and certain of their affiliates (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No.

001-38850) filed November 24, 2020)

2.6 Rule 2.7 Announcement, dated April 13, 2021 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No.

001-38850) filed on April 13, 2021)

3.1 Fifth Amended and Restated Certificate of Incorporation of Bally’s Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q (File No.

001-38850) filed on November 9, 2021)

3.2 Amended and Restated Bylaws of Bally’s Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.

001-38850) filed October 7, 2021)

4.1 Form of Certificate of Common Stock of Twin River (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-4/A (File No.

4.1 Form of Certificate of Common Stock of Twin River Worldwide Holdings, Inc.

(incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-4/A (File No.

333-228973) filed on January 25, 2019)

4.2 Indenture, dated as of May 10, 2019, among Twin River Worldwide Holdings, Inc., the guarantors party thereto and U.S.

Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K (File No.

001-38850) filed on May 13, 2019)

4.3 Third Supplemental Indenture, dated October 9, 2020 among Bally’s Corporation, the guarantors party thereto and U.S.

Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K (File No.

4.2 Indenture, dated as of August 20, 2021, among Premier Entertainment Sub, LLC, Premier Entertainment Finance Corp.

Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No.

001-38850) filed on August 20, 2021)

4.3 First Supplemental Indenture, dated as of October 1, 2021, among Premier Entertainment Sub, LLC, Premier Entertainment Finance Corp., the guarantors party thereto and U.S.

Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No.

001-38850) filed on October 7, 2021)

4.4* Fourth Supplemental Indenture dated as of February 3, 2021, among Bally’s Corporation, the guarantors party thereto and U.S.

Bank National Association, as trustee

4.4* Description of Registrant’s Securities

4.6* Form of Warrant

4.7* Form of Option Agreement

4.5 Form of Warrant (incorporated by reference to Exhibit 4.6 to the Company’s Annual Report on Form 10-K (File No.

001-38850) filed on March 10, 2021)

4.6 Form of Option Agreement (incorporated by reference to Exhibit 4.7 to the Company’s Annual Report on Form 10-K (File No.

001-38850) filed on March 10, 2021)

Number Description of Exhibit

10.1 License Agreement, dated May 15, 2003, by and between Hard Rock Hotel Licensing, Inc., Premier Entertainment Biloxi LLC, and Premier Entertainment, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-4/A (File No.

10 unchanged sentences

333-228973) filed on January 25, 2019)

Number Description of Exhibit

10.6 First Amendment to Master Video Lottery Terminal Contract, dated November 4, 2010, by and between the Division of Lotteries of the Rhode Island Department of Revenue (f/k/a the Division of Lotteries of the Rhode Island Department of Administration) and UTGR, Inc.

19 unchanged sentences

333-228973) filed on January 25, 2019)

Number Description of Exhibit

10.13 Eighth Amendment to Master Video Lottery Terminal Contract, dated February 17, 2022, by and between the Division of Lotteries of the Rhode Island Department of Revenue (f/k/a the Division of Lotteries of the Rhode Island Department of Administration) and UTGR, Inc.

(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File 001-38850) filed on February 24, 2022)

10.14 Master Video Lottery Terminal Contract, dated November 23, 2005, by and between the Division of Lotteries of the Rhode Island Department of Revenue (f/k/a the Division of Lotteries of the Rhode Island Department of Administration) and Newport Grand Jai Alai, LLC (incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form S-4/A (File No.

12 unchanged sentences

333-228973) filed on January 25, 2019)

Number Description of Exhibit

10.20 Sixth Amendment to Master Video Lottery Terminal Contract, dated March 12, 2018, by and between the Division of Lotteries of the Rhode Island Department of Revenue (f/k/a the Division of Lotteries of the Rhode Island Department of Administration), Premier Entertainment II, LLC, d/b/a Newport Grand (assignee of Newport Grand, LLC (f/k/a Newport Grand Jai Alai, LLC)) and Twin-River Tiverton, LLC (incorporated by reference to Exhibit 10.20 to the Company’s Registration Statement on Form S-4/A (File No.

10.21 Sixth Amendment to Master Video Lottery Terminal Contract, dated March 12, 2018, by and among the Division of Lotteries of the Rhode Island Department of Revenue (f/k/a the Division of Lotteries of the Rhode Island Department of Administration), Premier Entertainment II, LLC, d/b/a Newport Grand (assignee of Newport Grand, LLC (f/k/a Newport Grand Jai Alai, LLC)) and Twin-River Tiverton, LLC (incorporated by reference to Exhibit 10.20 to the Company’s Registration Statement on Form S-4/A (File No.

333-228973) filed on January 25, 2019)

10.21 Seventh Amendment to Master Video Lottery Terminal Contract, dated September 13, 2018, by and between the Division of Lotteries of the Rhode Island Department of Revenue (f/k/a the Division of Lotteries of the Rhode Island Department of Administration) Premier Entertainment II, LLC, d/b/a Newport Grand (assignee of Newport Grand, LLC (f/k/a Newport Grand Jai Alai, LLC)) and Twin-River Tiverton, LLC (incorporated by reference to Exhibit 10.21 to the Company’s Registration Statement on Form S-4/A (File No.

10.22 Seventh Amendment to Master Video Lottery Terminal Contract, dated September 13, 2018, by and among the Division of Lotteries of the Rhode Island Department of Revenue (f/k/a the Division of Lotteries of the Rhode Island Department of Administration), Premier Entertainment II, LLC, d/b/a Newport Grand (assignee of Newport Grand, LLC (f/k/a Newport Grand Jai Alai, LLC)) and Twin-River Tiverton, LLC (incorporated by reference to Exhibit 10.21 to the Company’s Registration Statement on Form S-4/A (File No.

333-228973) filed on January 25, 2019)

Number Description of Exhibit

10.23 Assignment, Assumption and Amendment of Master Video Lottery Terminal Contract, dated September 13, 2018, by and between Premier Entertainment II, LLC and Twin River-Tiverton LLC (incorporated by reference to Exhibit 10.22 to the Company’s Registration Statement on Form S-4/A (File No.

333-228973) filed on January 25, 2019)

10.24 Eighth Amendment to Master Video Lottery Terminal Contract, dated February 1 7 , 2022, by and among the Division of Lotteries of the Rhode Island Department of Revenue (f/k/a the Division of Lotteries of the Rhode Island Department of Administration), Premier Entertainment II, LLC, d/b/a Newport Grand (assignee of Newport Grand, LLC (f/k/a Newport Grand Jai Alai, LLC)) and Twin-River Tiverton, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File 001-38850) filed on February 24 , 2022)

10.25 Agreement, dated October 4, 2017, by and between Dover Downs, Inc.

10 unchanged sentences

333-228973) filed on January 25, 2019)

Bally’s Corporation 2021 Equity Incentive Plan (incorporated by reference to Annex B to the Registrant’s Definitive Proxy Statement on Schedule 14A (File No.

001-38850) filed April 8, 2021)

10.30** Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.28 to the Company’s Registration Statement on Form S-4/A (File No.

333-228973) filed on January 25, 2019)

10.28** Form of Restricted Stock United Award Agreement (Performance-Based) (incorporated by reference to Exhibit 10.29 to the Company’s Registration Statement on Form S-4/A (File No.

10.31** Form of Restricted Stock Unit Award Agreement (Performance-Based) (incorporated by reference to Exhibit 10.29 to the Company’s Registration Statement on Form S-4/A (File No.

333-228973) filed on January 25, 2019)

10.29 ** Restricted Stock Unit Award Agreement effective as of April 2, 2019, by and between Twin River Worldwide Holdings Inc., and Stephen H.

Capp (incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2019 ( File No.

001-38850)) .

10.30 ** Restricted Stock Unit Award Agreement (Performance-Based) effective as of April 2, 2019, by and between Twin River Worldwide Holdings Inc., and George Papanier (incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2019 ( File No.

001-38850)) .

10.31 ** Restricted Stock Unit Award Agreement (Performance-Based) effective as of April 2, 2019, by and between Twin River Worldwide Holdings Inc., and Stephen H.

(incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2019 ( File No.

001-38850)) .

10.32 ** Form Restricted Stock Unit Award Agreement (Performance-Based) (incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2019 (File No.

10.33 ** Form Restricted Stock Unit Award Agreement (incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2019 (File No.

10.34 ** Restricted Stock Unit Award Agreement effective as of April 2, 2019, by and between Twin River Worldwide Holdings Inc., and George Papanier (incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2019 ( File No.

001-38850 ) ) .

10.32** Form Restricted Stock Unit Award Agreement (Performance-Based) (incorporated by reference to Exhibit 10.39 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 (File No.

001-38850) filed on March 13, 2020)

10.33** Form Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.40 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 (File No.

001-38850) filed on March 13, 2020)

10.34** Employment Agreement, effective as of March 29, 2016, by and between Twin River Management Group, Inc.

6 unchanged sentences

10.36** Amendment No.

2 Employment Agreement, January 20 , 202 1 , by and between Bally’s Corporation and George Papanier

2 Employment Agreement, January 20, 2021, by and between Bally’s Corporation and George Papanier (incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (File No.

001-38850) filed on March 10, 2021)

Number Description of Exhibit

10.37** Employment Agreement, effective as of January 1, 2019, by and between Twin River Worldwide Holdings, Inc.

3 unchanged sentences

10.38** Amendment to Employment Agreement, effective February 23, 2021, by and between Bally’s Corporation and Stephen H.

Number Description of Exhibit

Capp (incorporated by reference to Exhibit 10.39 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (File No.

001-38850) filed on March 10, 2021)

10.39** Employment Agreement, effective July 10, 2013, by and between Twin River Management Group, Inc.

Eaton (incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2019 (File No.

10.41* ** Employment Agreement, effective May 1, 2019 , by and between Twin River W o rldwide Holdings, Inc.

and Marc Crisafulli

10.42* ** First Amendment to Employment Agreement, effective Febr uary 21, 2019 , by and between Twin River Worldwide Holdings, Inc.

and Marc Crisafulli

10.43 Credit Agreement, dated as of May 10, 2019, among Twin River Worldwide Holdings, Inc., the subsidiary guarantors party thereto, the lenders party thereto and Citizens Bank, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No.

001-38850) filed on May 13, 2019)

10.44 Amendment No.

1, dated April 24, 2020, to the amended Credit Agreement dated as of May 10, 2019 among Twin River Worldwide Holdings, Inc.

and various lenders a party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

001-38850) filed April 27, 2020)

Eaton (incorporated by reference to Exhibit 10.41 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 (File No.

001-38850) filed on March 13, 2020)

10.40** Employment Agreement, effective May 1, 2019, by and between Twin River Worldwide Holdings, Inc.

and Marc Crisafulli (incorporated by reference to Exhibit 10.41 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (File No.

001-38850) filed on March 10, 2021)

10.41** Amendment No.

2, dated March 5, 2021, to the amended Credit Agreement dated as of May 10, 2019 among Bally’s Corporation and various lenders a party thereto

10.46 ** Incremental Joinder Agreement No.

1, dated May 11, 2020, to the amended Credit Agreement, dated as of May 10, 2019, among Twin River Worldwide Holdings, Inc.

and various lenders party (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No.

1 to Employment Agreement, effective February 21, 2019, by and between Twin River Worldwide Holdings, Inc.

and Marc Crisafulli (incorporated by reference to Exhibit 10.42 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (File No.

001-38850) filed on March 10, 2021)

10.42** Employment Agreement Amendment, effective March 15, 2021, by and between Bally’s Corporation and Marc Crisafulli (incorporated by reference to Exhibit 10.41 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (File No.

001-38850) filed on May 10, 2021)

10.47* Incremental Joinder Agreement No.

2, dated March 9, 2021, to the amended Credit Agreement, dated as of May 10, 2019, among Twin River Worldwide Holdings, Inc.

and various lenders party

10.48 Amended and Restated Regulatory Agreement, dated November 13, 2019, by and among the Rhode Island Department of Business Regulation, the Division of Lotteries of the Rhode Island Department of Revenue, Twin River Worldwide Holdings, Inc., Twin River Management Group, UTGR, Inc, Twin River-Tiverton, LLC (incorporated by reference to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2019 (File No.

10.43** Form of Lee Fenton Service Agreement, effective October 1, 2021 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.

001-38850) filed on October 7, 2021)

10.44** * Form of Robeson Reeves Service Agreement, effective October 1, 2021

10.45 Credit Agreement, dated October 1, 2021, among Bally’s Corporation, the subsidiary guarantors party thereto, the lenders party thereto and Deutsche Bank AG New York Branch, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File 001-38850) filed on October 7, 2021)

10.46 Amended and Restated Regulatory Agreement, dated February 17, 2022, by and among the Rhode Island Department of Business Regulation, the Division of Lotteries of the Rhode Island Department of Revenue, Bally’s Corporation, Twin River Management Group, Inc., UTGR, Inc.

and Twin River-Tiverton, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File 001-38850) filed on February 24, 2022)

10.47** * Bally’s Corporation 2021 Equity Incentive Plan - Performance Unit Award Agreement

10.48** * Bally’s Corporation 2021 Equity Incentive Plan - Restricted Stock Unit Award Agreement

21.1* Schedule of Subsidiaries

4 unchanged sentences

32.2* Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.1* D escription of Government Regulations

101.INS XBRL Instance Document - the instance document does not appear in the interactive data file because XBRL tags are embedded within the inline XBRL document

99.1* Description of Government Regulations

Number Description of Exhibit

101.INS Inline XBRL Instance Document - the instance document does not appear in the interactive data file because XBRL tags are embedded within the inline XBRL document

101.SCH Inline XBRL Taxonomy Extension Schema Document

8 unchanged sentences

** Management contracts or compensatory plans or arrangements.

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 10, 2021.

FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 1, 2022.

BALLY’S CORPORATION

2 unchanged sentences

(Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the date indicated.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/ George T.

Papanier President, Chief Executive Officer and Director March 10, 2021

Papanier (Principal Executive Officer)

Fenton President, Chief Executive Officer and Director March 1, 2022

Fenton (Principal Executive Officer)

/s/ Stephen H.

4 unchanged sentences

Terrence Downey

/s/ George T.

Papanier Director March 1, 2022

/s/ Jaymin B.

Patel Director March 1, 2022

/s/ Robeson M.

Reeves Director March 1, 2022

/s/ Jeffrey W.

Rollins Director March 1, 2022

Ryan Director March 1, 2022

Wilson Director March 1, 2022

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures