EX-99.(C)(4) 5 ea021236501ex99-civ_ballys.htm DISCUSSION MATERIALS, DATED JULY 19, 2024, OF MACQUARIE CAPITAL (USA) INC. TO THE SPECIAL COMMITTEE

Exhibit (c)(iv)

 

Strictly confidential | © Macquarie Group Limited 1 Discu s s i on M a t er i als Project Epsilon J u ly 1 9 , 2024 PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS

 

 

Illustrative Sources & Uses Sensitivity Estimated ~$200 million of required revolver availability at closing assuming no rollover shareholders Source: Public Filings, Standard General. (1) As of April 26, 2024, per Bally's 10 - Q. (2) Standard General shares, estimated equity incentive plan vesting and illustrative fees, expenses taxes per Standard General sources and uses presentation received on July 15, 2024. (3) Estimated based on Gamesys shares held at time of Bally's acquisition and converted to Bally's shares at an exchange ratio of 0.343. Estimated "Offered Shareholders" S h ar e s i n m i lli o ns as o f Mar ch 31 , 202 4 Shares Basic Shares Outstanding (1) 40.5 Illustrative Sources & Uses Sensitivity at $18.25 Per Share Price $ i n m i lli o ns , e x ce p t p e r s h ar e dat a L e ss : S t a n da r d G e n e r al S h a r e s (2) L e ss : S inc lair W a r r a n t s L e ss : E qu ity In c e n t i v e P lan P lu s : E s ti m a t e d E IP V e s t in g (2) (10.6) (11.2) (1.6) 0.5 T ota l O ff e red Sha r eh o l de r s 30.5 30% 25% 20% 15% 10% 5% -- Percent of Offered Shareholders that Elect to Roll 11.2 S inclair W a r ra n ts 1.6 O ut s ta n d i ng Aw a r ds und e r E IP 21.3 22.9 24.4 25.9 27.4 28.9 30.5 Implied Shares Receiving Cash Consideration 0.1 Other Warrants and Contingent Shares 53.3 Fu l ly Di l uted Sha r es O utsta n d i ng 16% 5.0 No e l Ha y d e n 7% 2.1 A ndr e w Di x on 4% 1.3 R ob i n T ombs 2% 0.5 Micha e l M e e 1% 0.3 L e e F e nton 30% 9.1 Total K ey Epsil o n Sh areh o l de r s ( 3 ) S h ar e s i n m i lli o ns % of Sha r e s O ff e r e d SHs 9.1 7.6 6.1 4.6 3.0 1.5 -- Im p lied R o ll o ver S h ares $389 $417 $445 $473 $500 $528 $556 Total Cash Consideration to Shareholders @ $18.25 108 108 108 108 108 108 108 P lu s : Re f i na n c e d Ca s ino Q u ee n D e bt 34 34 34 34 34 34 34 P lu s : I l lu s tra t i v e Es ti m a t e d F e e s , Ex p e n s e s , T ax e s (2) $531 $559 $587 $615 $642 $670 $698 T otal Tr a n sa c ti o n Cash Uses (500) (500) (500) (500) (500) (500) (500) L ess : N e w Fir s t Li e n Se cur e d D e bt $31 $59 $87 $115 $142 $170 $198 Required Revolver Availability at Closing PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS Strictly confidential | © Macquarie Group Limited 2

 

 

Strictly confidential | © Macquarie Group Limited 3 Important Notice and Disclaimer "Macquarie Capital" refers to Macquarie Corporate Holdings Pty Limited, its worldwide subsidiaries and the funds or other investment vehicles that they manage. Macquarie Corporate Holdings Pty Limited is an indirect, wholly - owned subsidiary of Macquarie Group Limited. This document and its contents are confidential to the person(s) to whom it is delivered and should not be copied or distributed, in whole or in part, or its contents disclosed by such person(s) to any other person. Notwithstanding the foregoing, the recipient (which includes each employee, representative, or other agent of the recipient) is hereby expressly authorized to disclose to any and all persons, without limitation of any kind, the tax structure and U.S. federal income tax treatment of the proposed transaction and all materials of any kind (including opinions and other tax analysis) if any, that are provided to the recipient related to the tax structure and U.S. federal income tax treatment. This document does not constitute an offer to sell or a solicitation of an offer to buy any securities . It is an outline of matters for discussion only . You may not rely upon this document in evaluating the merits of investing in any securities referred to herein . This document does not constitute and should not be interpreted as either an investment recommendation or advice, including legal, tax or accounting advice . Future results are impossible to predict. Opinions and estimates offered in this presentation constitute our judgement and are subject to change without notice, as are statements about market trends, which are based on current market conditions. This presentation may include forward - looking statements that represent opinions, estimates and forecasts, which may not be realized. We believe the information provided herein is reliable, as of the date hereof, but do not warrant its accuracy or completeness. In preparing these materials, we have relied upon and assumed, without independent verification, the accuracy and completeness of all information available from public sources. Nothing in this document contains a commitment from any member of Macquarie Capital to subscribe for securities, to provide debt, to arrange any facility, to invest in any way in any transaction described herein or otherwise imposes any obligation on Macquarie Capital. Macquarie Capital does not guarantee the performance or return of capital from investments. Any participation by Macquarie Capital in any transaction would be subject to its internal approval process. None of the entities noted in this document are authorized deposit - taking institutions for the purposes of the Banking Act 1959 (Commonwealth of Australia). The obligations of these entities do not represent deposits or other liabilities of Macquarie Bank Limited ABN 46 008 583 542 (MBL). MBL does not guarantee or otherwise provide assurance in respect of the obligations of these entities. 2024 Macquarie Capital (USA) Inc. PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS