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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, 2024, 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”).
−Removed: Based on this evaluation, our chief executive officer and chief financial officer have concluded that during the period covered by this report, the Company’s disclosure controls and procedures were not effective due to material weaknesses in the Company’s internal control over financial reporting described below.
−Removed: Notwithstanding the ineffective disclosure controls and procedures as a result of the identified material weaknesses, our chief executive officer and chief financial officer have concluded that the consolidated financial statements in this Annual Report on Form 10-K present fairly, in all material respects, the Company’s financial position, results of operations and cash flows in accordance with generally accepted accounting principles in the United States of America (U.S.
+Added: Based on this evaluation, our chief executive officer and chief financial officer have concluded that during the period covered by this report, the Company’s disclosure controls and procedures were not effective due to a material weakness in the Company’s internal control over financial reporting described below.
+Added: Notwithstanding the ineffective disclosure controls and procedures as a result of the identified material weakness, our chief executive officer and chief financial officer have concluded that the consolidated financial statements in this Annual Report on Form 10-K present fairly, in all material respects, the Company’s financial position, results of operations and cash flows in accordance with generally accepted accounting principles in the United States of America (U.S.
Management’s Report on Internal Control over Financial Reporting
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Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023.
+Added: Management assessed the effectiveness of its Company’s internal control over financial reporting as of December 31, 2024.
In making this assessment, management used the criteria established in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“the COSO framework”).
−Removed: Based on evaluation under the criteria established in the COSO framework, management determined, based upon the existence of the material weaknesses described below, we did not maintain effective internal control over financial reporting as of the December 31, 2023.
−Removed: During the year ended December 31, 2023, the Company completed its acquisition of Bally’s Golf Links and has not yet fully incorporated the internal controls and procedures of this acquisition into the Company’s internal control over financial reporting.
−Removed: Therefore, management excluded Bally’s Golf Links from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023.
−Removed: Bally’s Golf Links constituted approximately $115 million, or 2%, of the Company’s total consolidated assets, and approximately $1 million, or 0.1%, of the Company’s consolidated revenues as of and for the year ended December 31, 2023.
+Added: Based on evaluation under the criteria established in the COSO framework, management determined, based upon the existence of the material weakness described below, we did not maintain effective internal control over financial reporting as of December 31, 2024.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that a reasonable possibility exists that a material misstatement of our annual or interim financial statements would not be prevented or detected on a timely basis.
−Removed: Material Weaknesses Identified
−Removed: Control Environment
−Removed: • We have an insufficient number of personnel with the appropriate level of accounting knowledge, training and experience to appropriately analyze, record and disclose significant and complex accounting and tax matters timely and accurately.
−Removed: Specifically, the control owners did not perform adequate reviews of all available evidence and appropriately challenge assumptions used in certain estimates including litigation losses, impairment of indefinite-lived intangible assets, goodwill and other long-lived assets, and income taxes.
−Removed: These material weaknesses described above resulted in adjustments which were identified and corrected in connection with the completion of the audit for the year ended December 31, 2023.
−Removed: Control Activities
+Added: Deloitte & Touche LLP, the Company’s independent registered public accounting firm that audited the Consolidated Financial Statements for the year ended December 31, 2024, issued an attestation report on the Company’s internal control over financial reporting which immediately follows this report.
+Added: Material Weakness Identified
We lack segregation of duties over the preparation, review, and recording of journal entries within our International Interactive reportable segment.
The failure to maintain appropriate segregation of duties has a pervasive impact and consequently, this deficiency impacts control activities over all financial statement account balances, classes of transactions, and disclosures within the International Interactive reportable segment.
−Removed: • We did not effectively review account reconciliation and account analysis controls, including the controls to validate the completeness and accuracy of information used in the performance of those controls, at our International Interactive reportable segment.
−Removed: The failure to operate effective controls over account reconciliations and account analyses has a pervasive impact and consequently, this deficiency impacts control activities over all financial statement account balances, classes of transactions, and disclosures within the International Interactive reportable segment.
−Removed: Deloitte & Touche LLP, the Company’s independent registered public accounting firm that audited the Consolidated Financial Statements for the year ended December 31, 2023, issued an attestation report on the Company’s internal control over financial reporting which immediately follows this report.
−Removed: Remediation Plan and Status
−Removed: We are in the process of, and we are focused on, designing and implementing effective measures to improve our internal controls over financial reporting and remediate the material weaknesses.
−Removed: Management is in the process of developing a detailed plan for remediation, which includes:
−Removed: • Realigning resources and, where applicable, hiring qualified staff or using third-party subject matter experts with the appropriate level of experience and training to segregate key functions within our financial processes in order to support the review of significant and complex accounting matters, including appropriately analyzing, recording and disclosing accounting matters timely and accurately, specifically around assumptions used in certain estimates.
−Removed: • Educating control owners within our International Interactive reportable segment of the appropriate design elements of journal entry controls and enhancing our monitoring control to ensure that these control activities are performed and that journal entries have a separate preparer and independent reviewer.
−Removed: • Strengthening controls over account reconciliations and account analyses within our International Interactive reportable segment to support financial reporting requirements.
−Removed: Specifically, controls will address the timeliness of the review and the quality of information used in the review to ensure the completeness and accuracy.
−Removed: • Implementing a new enterprise resource planning (“ERP”) system, which we believe will enhance the flow of financial information, improve data management and control and provide timely information to our management team will enable us to remediate segregation of duties over journal entries.
+Added: This material weakness was originally identified as of December 31, 2023 and was not remediated as of December 31, 2024.
+Added: During 2024, Management developed and implemented incremental or enhanced controls to remediate the material weakness, including educating control owners within our International Interactive reportable segment of the appropriate design elements of journal entry controls, enhancing our policy around documented approvals of journal entries, and implementing a monitoring control over journal entries.
+Added: However, controls over certain journal entries were not designed effectively and others were determined not to be operating effectively as of December 31, 2024.
+Added: Management remains focused on designing and implementing effective measures to improve our internal controls over financial reporting and remediate the material weakness.
+Added: Management has developed a detailed plan for remediation, which includes:
+Added: • Continuing to educate control owners within the International Interactive reportable segment of the appropriate design elements of journal entry controls and enforcing policies requiring independent preparers and reviewers.
+Added: • Implementing a new enterprise resource planning (“ERP”) system, which we believe will enhance the flow of financial information, improve data management and control and will enable us to remediate segregation of duties over journal entries by systematically requiring an independent preparer and reviewer of each journal entry.
As the implementation of the new ERP system progresses, we may change our processes and procedures which, in turn, could result in further changes to our internal control over financial reporting.
As such changes occur, we will evaluate quarterly whether such changes materially affect our internal control over financial reporting.
−Removed: While we believe our remediation efforts above will improve the effectiveness of our internal control over financial reporting, we cannot assure that the measures will be sufficient to remediate the material weaknesses we have identified or will prevent potential future material weaknesses.
−Removed: The material weaknesses cannot be considered remediated until applicable controls have operated for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
+Added: While we believe our remediation efforts above will improve the effectiveness of our internal control over financial reporting, we cannot assure that the measures will be sufficient to remediate the material weakness we have identified or will prevent potential future material weaknesses.
+Added: The material weakness cannot be considered remediated until applicable controls have operated for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
Accordingly, we will continue to monitor and evaluate the effectiveness of our internal control over financial reporting.
+Added: Remediation of Previously Identified Material Weaknesses
+Added: As disclosed in Part II, Item 9A., “Controls and Procedures,” in our Annual Report on Form 10-K for the year ended December 31, 2023, we identified control deficiencies during 2023 that constituted material weaknesses relating to:
+Added: (1) an insufficient number of personnel with the appropriate level of accounting knowledge, training and experience to appropriately analyze, record and disclose significant and complex accounting and tax matters timely and accurately, and (2) ineffective review of account reconciliations and account analysis controls, including the controls to validate the completeness and accuracy of information used in the performance of those controls, within the International Interactive reportable segment.
+Added: We reinforced remediation efforts throughout 2024 and monitored operating effectiveness on a quarterly basis.
+Added: As of December 31, 2024, Management concluded these material weaknesses were remediated.
+Added: Specifically, the following plans were implemented and determined to be operating effectively:
+Added: • Realigned resources and, where applicable, hired qualified staff or used third-party subject matter experts with the appropriate level of experience and training to segregate key functions within our financial processes in order to support the review of significant and complex accounting matters, including appropriately analyzing, recording and disclosing accounting matters timely and accurately, specifically around assumptions used in certain estimates.
+Added: • Strengthened controls over account reconciliations and account analyses within our International Interactive reportable segment to support financial reporting requirements.
+Added: Specifically, implemented or enhanced controls over report logic, data input, spreadsheet calculation and extract procedures over information used in the performance of controls to ensure completeness and accuracy.
Changes in Internal Control over Financial Reporting
−Removed: Other than the material weaknesses noted above and the acquisition of Bally’s Golf Links, there has been no change in our internal control over financial reporting that occurred during the quarter ended December 31, 2023 covered by this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
+Added: Other than the material weakness noted above and the remediation of the previously disclosed material weaknesses, there has been no change in our internal control over financial reporting that occurred during the quarter ended December 31, 2024 covered by this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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We have audited the internal control over financial reporting of Bally's Corporation and subsidiaries (the "Company") as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
−Removed: In our opinion, because of the effect of the material weaknesses identified below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
+Added: In our opinion, because of the effect of the material weakness identified below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2024, 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, 2024, of the Company and our report dated March 17, 2025, expressed an unqualified opinion on those financial statements.
−Removed: As described in Management’s Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Bally’s Golf Links and whose financial statements constitute approximately 2.0% of the Company’s total consolidated assets and approximately 0.1% of the Company’s consolidated revenues as of and for the year ended December 31, 2023.
−Removed: Accordingly, our audit did not include the internal control over financial reporting at Bally’s Golf Links.
Basis for Opinion
14 unchanged sentences
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.
−Removed: Material Weaknesses
+Added: Material Weakness
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.
−Removed: The following material weaknesses have been identified and included in management’s assessment:
−Removed: Control environment
−Removed: Management identified material weaknesses related to an insufficient number of professionals with an appropriate level of accounting knowledge, training, and experience to appropriately analyze, record, and disclose significant and complex accounting and tax matters timely and accurately.
−Removed: Specifically, the control owners did not perform adequate reviews of all available evidence and appropriately challenge assumptions used in certain estimates including litigation expenses, impairment of indefinite-lived intangible assets, goodwill, and other long-lived assets, and income taxes.
−Removed: These material weaknesses described above resulted in adjustments which were identified and corrected in connection with the completion of the audit for the year ended December 31, 2023.
−Removed: Control Activities
+Added: The following material weakness has been identified and included in management's assessment:
Management identified a material weakness related to the lack of segregation of duties over the preparation, review, and recording of journal entries within the International Interactive reportable segment.
The failure to maintain appropriate segregation of duties has a pervasive impact and consequently, this deficiency impacts control activities over all financial statement account balances, classes of transactions, and disclosures within the International Interactive reportable segment.
−Removed: Management identified a material weakness related to the ineffective review of account reconciliation and account analysis controls, including the controls to validate the completeness and accuracy of information used in the performance of those controls, at the International Interactive reportable segment.
−Removed: The failure to operate effective controls over account reconciliations and account analyses has a pervasive impact and consequently, this deficiency impacts control activities over all financial statement account balances, classes of transactions, and disclosures within the International Interactive reportable segment.
−Removed: These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of and for the year ended December 31, 2023, of the Company, and this report does not affect our report on such financial statements.
+Added: This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of and for the year ended December 31, 2024, of the Company, and this report does not affect our report on such financial statements.
/s/ Deloitte & Touche LLP
7 unchanged sentences
The information required by this item will be contained in our Definitive Proxy Statement on Schedule 14A for our Annual Meeting of Stockholders to be held on May 15, 2025 (the “2025 Proxy Statement”) and is incorporated herein by this reference.
+Added: Insider Trading Policy
+Added: The Company has adopted insider trading policies and procedures governing the purchase, sale, and/or other disposition of its securities by the Company, its directors, officers, employees and certain other individuals that the Company believes are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and applicable New York Stock Exchange listing standards.
+Added: The Company’s Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
EXECUTIVE COMPENSATION
3 unchanged sentences
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
−Removed: The information required by this item will be contained in the 2024 Proxy Statement and is incorporated herein by reference.
+Added: The information required by this item will be contained in the 2025 Proxy Statement and is incorporated herein by this reference.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
−Removed: The information required by this item will be contained in the 2024 Proxy Statement and is incorporated herein by reference.
+Added: The information required by this item will be contained in the 2025 Proxy Statement and is incorporated herein by this reference.
EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
5 unchanged sentences
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.
−Removed: The exhibits filed as part of this Annual Report on Form 10-K are listed in the Exhibit Index immediately following “Item 16.
−Removed: Form 10-K Summary,” which is incorporated herein by reference.
−Removed: EXHIBIT INDEX
Number Description of Exhibit
−Removed: 2.1# Transaction Agreement, dated July 22, 2018, among Dover Downs Gaming & Entertainment, Inc., Twin River Worldwide Holdings, Inc.
−Removed: 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.
−Removed: 333-228973) filed on December 21, 2018)
−Removed: 2.2# Equity Purchase Agreement, dated July 10, 2019, by and among Isle of Capri Casinos LLC, IOC-Vicksburg, Inc.
−Removed: 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.
−Removed: (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K (File No.
+Added: 2.1# Agreement and Plan of Merger, dated as of July 25, 2024, by and among Parent, Queen, Merger Sub I, Merger Sub II, the Company and, solely for purposes of specified provisions of the Merger Agreement, SG Gaming (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No.
001-38850) filed July 25, 2024)
−Removed: 2.3 Equity Purchase Agreement, dated April 24, 2020, among Twin River Worldwide Holdings, Inc., Twin River Management Group, Inc., Eldorado Resorts, Inc.
−Removed: and certain affiliates of each of Twin River Worldwide Holdings, Inc.
−Removed: and Eldorado Resorts, Inc.
−Removed: (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No.
−Removed: 001-38850) filed April 24, 2020)
−Removed: 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.
−Removed: and certain affiliates of each of Twin River Worldwide Holdings, Inc.
−Removed: and The Rock Island Boatworks, Inc.
+Added: 2.2# Amendment No.
+Added: 1 to the Agreement and Plan of Merger, dated as of August 27, 2024, by and among the Company, Parent, Queen, Merger Sub I, Merger Sub II, and, solely for purposes of specified provisions of the Merger Agreement, SG Gaming.
(incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No.
−Removed: 001-38850) filed October 1, 2020)
+Added: 001-38850) filed August 28, 2024)
Amendment No.
−Removed: 2 to the Equity Purchase Agreement, dated November 20, 2020, among the Company, Eldorado Resorts, Inc.
−Removed: and certain of their affiliates (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No.
−Removed: 001-38850) filed November 24, 2020)
−Removed: 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.
−Removed: 001-38850) filed on April 13, 2021)
−Removed: 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.
−Removed: 001-38850) filed on November 9, 2021)
−Removed: 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.
+Added: 2 to the Agreement and Plan of Merger, dated as of September 30, 2024, by and among Parent, Queen, Merger Sub I, Merger Sub II, the Company and, solely for purposes of specified provisions of the Merger Agreement, SG Gaming (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No.
001-38850) filed October 1, 2024))
+Added: 3.1 Sixth Amended and Restated Certificate of Incorporation of Bally’s Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No.
+Added: 001-38850) filed on February 13, 2025)
+Added: 3.2 Second Amended and Restated Bylaws of Bally’s Corporation (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No.
+Added: 001-38850) filed February 13, 2025)
4.1 Form of Certificate of Common Stock of Twin River Worldwide Holdings, Inc.
13 unchanged sentences
001-38850) filed on March 1, 2023)
+Added: Description of Registrant’s Securities (incorporated by reference to Exhibit 4.6 to the Company’s Annual Report on Form 10-K (File No.
+Added: 001-38850) filed on March 15, 2024)
Number Description of Exhibit
−Removed: 4.6* Description of Registrant’s Securities
4.7 Form of Warrant (incorporated by reference to Exhibit 4.6 to the Company’s Annual Report on Form 10-K (File No.
11 unchanged sentences
333-228973) filed on January 25, 2019)
−Removed: 10.5 Master Video Lottery Terminal Contract, dated July 18, 2005, by and between the Division of Lotteries of the Rhode Island Department of Administration and UTGR, Inc.
−Removed: (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-4/A (File No.
−Removed: 333-228973) filed on January 25, 2019)
−Removed: 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.
−Removed: (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-4/A (File No.
−Removed: 333-228973) filed on January 25, 2019)
−Removed: 10.7 Second Amendment to Master Video Lottery Terminal Contract, dated May 3, 2012, 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.
−Removed: (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-4/A (File No.
−Removed: 333-228973) filed on January 25, 2019)
−Removed: 10.8 Third Amendment to Master Video Lottery Terminal Contract, dated September 18, 2012, 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.
−Removed: (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-4/A (File No.
−Removed: 333-228973) filed on January 25, 2019)
−Removed: 10.9 Fourth Amendment to Master Video Lottery Terminal Contract, dated July 1, 2014, 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.
−Removed: (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-4/A (File No.
−Removed: 333-228973) filed on January 25, 2019)
−Removed: 10.10 Fifth Amendment to Master Video Lottery Terminal Contract, dated May 2, 2017, 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.
−Removed: (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-4/A (File No.
−Removed: 333-228973) filed on January 25, 2019)
−Removed: Number Description of Exhibit
−Removed: 10.11 Sixth Amendment to Master Video Lottery Terminal Contract, dated May 3, 2017, 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.
−Removed: (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-4/A (File No.
−Removed: 333-228973) filed on January 25, 2019)
−Removed: 10.12 Seventh 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) and UTGR, Inc.
−Removed: (incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-4/A (File No.
−Removed: 333-228973) filed on January 25, 2019)
−Removed: 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.
−Removed: (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)
−Removed: 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.
−Removed: 333-228973) filed on January 25, 2019)
−Removed: 10.15 First Amendment to Master Video Lottery Terminal Contract, dated January 25, 2006, 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 10.14 to the Company’s Registration Statement on Form S-4/A (File No.
−Removed: 333-228973) filed on January 25, 2019)
−Removed: 10.16 First Amendment to Master Video Lottery Terminal Contract, as previously amended, dated December 21, 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 Newport Grand, LLC (f/k/a Newport Grand Jai Alai, LLC) (incorporated by reference to Exhibit 10.15 to the Company’s Registration Statement on Form S-4/A (File No.
−Removed: 333-228973) filed on January 25, 2019)
−Removed: 10.17 Second Amendment to Master Video Lottery Terminal Contract, dated May 31, 2012, 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, LLC (f/k/a Newport Grand Jai Alai, LLC) (incorporated by reference to Exhibit 10.16 to the Company’s Registration Statement on Form S-4/A (File No.
−Removed: 333-228973) filed on January 25, 2019)
−Removed: 10.18 Third Amendment to Master Video Lottery Terminal Contract, dated May 1, 2013, 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, LLC (f/k/a Newport Grand Jai Alai, LLC) (incorporated by reference to Exhibit 10.17 to the Company’s Registration Statement on Form S-4/A (File No.
−Removed: 333-228973) filed on January 25, 2019)
−Removed: 10.19 Fourth Amendment to Master Video Lottery Terminal Contract, dated July 14, 2015, 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 Premier Entertainment II, LLC, d/b/a Newport Grand (assignee of Newport Grand, LLC (f/k/a Newport Grand Jai Alai, LLC)) (incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S-4/A (File No.
−Removed: 333-228973) filed on January 25, 2019)
−Removed: 10.20 Fifth Amendment to Master Video Lottery Terminal Contract, dated May 2, 2017, 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 Premier Entertainment II, LLC, d/b/a Newport Grand (assignee of Newport Grand, LLC (f/k/a Newport Grand Jai Alai, LLC)) (incorporated by reference to Exhibit 10.19 to the Company’s Registration Statement on Form S-4/A (File No.
−Removed: 333-228973) filed on January 25, 2019)
−Removed: Number Description of Exhibit
−Removed: 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.
−Removed: 333-228973) filed on January 25, 2019)
−Removed: 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.
−Removed: 333-228973) filed on January 25, 2019)
−Removed: 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.
−Removed: 333-228973) filed on January 25, 2019)
−Removed: 10.24 Eighth Amendment to Master Video Lottery Terminal Contract, dated February 17, 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)
−Removed: 10.25 Agreement, dated October 4, 2017, by and between Dover Downs, Inc.
−Removed: and Delaware Standardbred Owners Association (incorporated by reference to Exhibit 10.23 to the Company’s Registration Statement on Form S-4/A (File No.
−Removed: 333-228973) filed on January 25, 2019)
−Removed: 10.26** BLB Worldwide Holdings, Inc.
−Removed: 2010 Stock Option Plan (incorporated by reference to Exhibit 10.24 to the Company’s Registration Statement on Form S-4/A (File No.
−Removed: 333-228973) filed on January 25, 2019)
−Removed: 10.27** Amendment to 2010 BLB Worldwide Holdings, Inc.
−Removed: Stock Option Plan, effective June 17, 2014 (incorporated by reference to Exhibit 10.25 to the Company’s Registration Statement on Form S-4/A (File No.
−Removed: 333-228973) filed on January 25, 2019)
−Removed: 10.28** Twin River Worldwide Holdings, Inc.
−Removed: 2015 Stock Incentive Plan (incorporated by reference to Exhibit 10.27 to the Company’s Registration Statement on Form S-4/A (File No.
−Removed: 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.
8 unchanged sentences
001-38850) filed on March 13, 2020)
−Removed: Number Description of Exhibit
Employment Agreement, effective as of March 29, 2016, by and between Twin River Management Group, Inc.
11 unchanged sentences
001-38850) filed on February 13, 2023)
−Removed: 10.38** Separation Agreement and Release, dated March 11, 2022 by and between Bally’s Corporation and Stephen Capp (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No.
−Removed: 001-38850) filed March 14, 2022)
Employment Agreement, effective July 10, 2013, by and between Twin River Management Group, Inc.
1 unchanged sentence
001-38850) filed on March 13, 2020)
+Added: Number Description of Exhibit
Employment Agreement, dated May 8, 2023, by and between Bally’s Corporation and Marcus Glover (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No.
10 unchanged sentences
001-38850) filed on March 1, 2023)
−Removed: 10.45** Separation Agreement and Release, dated February 13, 2023, by and between Bally’s Corporation and Lee Fenton (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No.
−Removed: 001-38850) filed February 13, 2023)
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)
First Amendment to Credit Agreement, dated June 23, 2023, 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 10-Q (File 001-38850) filed on November 3, 2023)
−Removed: Number Description of Exhibit
−Removed: 10.48* Amended and Restated Regulatory Agreement, dated March 1, 2024, by and among the Rhode Island Department of Business Regulation, the State Lottery Division of the Rhode Island Department of Revenue, Bally’s Corporation, Bally’s Management Group, LLC, UTGR, LLC, Twin River-Tiverton, LLC, and Bally’s RI iCasino, LLC
+Added: Amended and Restated Regulatory Agreement, dated March 1, 2024, by and among the Rhode Island Department of Business Regulation, the State Lottery Division of the Rhode Island Department of Revenue, Bally’s Corporation, Bally’s Management Group, LLC, UTGR, LLC, Twin River-Tiverton, LLC, and Bally’s RI iCasino, LLC (incorporated by reference to Exhibit 10.48 to the Company’s Annual Report on Form 10-K (File No.
+Added: 001-38850) filed on March 15, 2024)
Bally’s Corporation 2021 Equity Incentive Plan - Performance Unit Award Agreement (incorporated by reference to Exhibit 10.47 to the Company’s Annual Report on Form 10-K (File No.
2 unchanged sentences
001-38850) filed on March 1, 2022)
+Added: Note Purchase Agreement, dated February 7, 2025, by and among the Company, the subsidiaries of the Company party thereto as guarantors, Alter Domus (US) LLC as note agent and collateral agent, and the purchasers party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.
+Added: 001-38850) filed on February 13, 2025)
+Added: Binding Term Sheet, dated as of July 11, 2024, by and among Bally’s Corporation and Gaming and Leisure Properties, Inc.
+Added: (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.
+Added: 001-38850) filed on July 12, 2024)
+Added: Employment Agreement, dated March 10, 2025, by and between Bally's Corporation and Mira Mircheva (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.
+Added: 001-38850) filed on March 11, 2025)
+Added: I nsider Trading Policy
21.1* Schedule of Subsidiaries
2 unchanged sentences
31.2* Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
+Added: Number Description of Exhibit
32.1* Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2* Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: 97.1* Bally’s Corporation Compensation Clawback Policy
+Added: Bally’s Corporation Compensation Clawback Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K (File No.
+Added: 001-38850) filed on March 15, 2024)
99.1* Description of Government Regulations
39 unchanged sentences
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.