EX-99.(C)(8) 9 ea021236501ex99-cviii_ballys.htm DISCUSSION MATERIALS, DATED APRIL 24, 2024, OF MACQUARIE CAPITAL (USA) INC. TO THE SPECIAL COMMITTEE

Exhibit (c)(viii)

 

Strictly confidential | © Macquarie Group Limited 1 Project Epsilon Discussion Materials for Special Committee of Board of Directors April 24, 2024 PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS

 

 

Strictly confidential | © Macquarie Group Limited 2 Important Notice and Disclaimer “Macquarie Capital” refers to Macquarie Corporate Holdings Pty Limited and its worldwide direct and indirect subsidiaries. Macquarie Corporate Holdings Pty Limited is an indirect, wholly - owned subsidiary of Macquarie Group Limited. The following presentation contains material provided to the special committee of independent directors of the Board of Directors (the “Special Committee”) of Bally’s Corporation (“Bally’s” or the “Company”) by Macquarie Capital in connection with the evaluation of Standard General’s proposal and potential strategic alternatives to the proposal. This presentation was prepared on a confidential basis in connection with an oral presentation to the Special Committee and not with a view toward complying with the disclosure standards under federal or state securities laws. This presentation is solely for use of the Special Committee and may not be used for any other purpose or disclosed to any party without Macquarie Capital’s prior written consent. The information provided herein comes or has been derived from several sources, but Macquarie Capital does not warrant its accuracy or completeness. In preparing these materials, Macquarie Capital has relied upon and assumed, without independent verification, the accuracy and completeness of all information available from public sources. Without limiting the generality of the foregoing, no audit or review has been undertaken by an independent third party of the financial assumptions, data, results, calculations and forecasts contained, presented or referred to in this presentation. You should conduct your own independent investigation and assessment as to the validity of the information contained in this presentation and the economic, financial, regulatory, legal, tax, investment and accounting implications of that information. Macquarie Capital, its affiliates and any of its and their respective employees, directors, officers, contractors, consultants, advisors, members, successors, representatives and agents make no representation or warranty as to the accuracy or completeness of the information contained in this presentation, and take no responsibility under any circumstances for any loss or damage suffered as a result of any omission, inadequacy, or inaccuracy in this presentation. This presentation is a preliminary valuation only and does not constitute a fairness opinion of Macquarie Capital as to the value of the Company, and as such, should not be relied on by the Company or by any other person as such. Neither Macquarie Capital nor any of its affiliates is an advisor as to regulatory, legal, tax, investment or accounting matters in any jurisdiction. Any recipient of the information contained herein should seek advice from its own independent tax advisor, legal counsel and/or other advisor with respect to such matters. These materials are not and should not be construed as a fairness opinion. Macquarie Capital is not an authorized deposit - taking institution for the purposes of the Banking Act 1959 (Commonwealth of Australia). The obligations of Macquarie Capital do not represent deposits or other liabilities of Macquarie Bank Limited ABN 46 008 583 542 (“MBL”). Any investments are subject to investment risk including possible delays in repayment and loss of income and principal invested. MBL does not guarantee or otherwise provide assurance in respect of the obligations of Macquarie Capital. © 2024 Macquarie Capital (USA) Inc. PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS

 

 

Strictly confidential | © Macquarie Group Limited 3 Contents 4 Preliminary Valuation Perspectives 1 15 Supplemental Information A PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS

 

 

Strictly confidential | © Macquarie Group Limited 4 1 Preliminary Valuation Perspectives PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS

 

 

Strictly confidential | © Macquarie Group Limited 5 Situation Overview Sources: Standard General proposal dated 3/8/2024, FactSet. (1) Unaffected closing stock price of $10.62 and 30 - day VWAP of $10.79 on 3/8/2024. (2) Median equity research consensus estimate of $676mm as of 3/8/2024. (3) Based on Schedule 13D/A filed on 3/11/2024. ● On March 11, 2024, Standard General submitted a public non - binding proposal to acquire all outstanding shares of Bally’s Corporation (“Bally’s” or the “Company”) common stock not already owned for $15.00 per share in cash Proposed purchase price represented a 41% premium and 39% premium to Bally’s unaffected stock price and 30 - day VWAP, respectively, (1) implying a Lease Adj. EV / 2024E EBITDAR multiple of 8.5x based on median equity research consensus estimates (2) Standard General is Bally’s largest stockholder with an equity interest representing over 25% of Bally’s basic shares outstanding (3) ● Following announcement of Standard General’s proposal, a special committee of independent directors of the Board of Directors (the “Special Committee”) appointed Macquarie Capital (USA) Inc. (“Macquarie Capital”) as financial advisor to assist the Special Committee in its evaluation of the proposal and potential strategic alternatives to the proposal ● On April 19, 2024, Bally’s Board of Directors approved management’s long - range plan, which the Special Committee has directed Macquarie Capital to use in its preliminary analysis of Bally’s ● This presentation summarizes the preliminary financial analysis conducted by Macquarie Capital to assist the Special Committee in evaluating Standard General’s proposal PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS

 

 

Strictly confidential | © Macquarie Group Limited 6 Bally’s Financial Summary 2028E 2027E 2026E 2025E 2024E 2023A ($ in millions) $2,130.0 $2,014.3 $1,718.1 $1,505.4 $1,435.4 $1,267.7 Attributable Net Revenues: Casino & Resorts 1,221.2 1,174.3 1,125.0 1,074.6 1,006.6 973.2 International Interactive 582.8 489.2 403.3 309.2 208.9 112.2 North America Interactive $3,934.0 $3,677.9 $3,246.4 $2,889.2 $2,650.9 $2,353.2 Attributable Total Net Revenue 7.0% 13.3% 12.4% 9.0% 12.7% 7.3% YoY Growth $584.8 $552.7 $503.8 $459.3 $428.0 $418.6 Attributable Adj. EBITDAR: Casino & Resorts 407.2 394.8 378.5 360.4 337.9 343.5 International Interactive 58.6 40.6 15.9 (6.6) (29.2) (55.7) North America Interactive (60.4) (58.3) (56.9) (55.2) (54.1) (63.8) Corporate $990.3 $929.9 $841.3 $757.9 $682.6 $642.6 Attributable Total Adj. EBITDAR 6.5% 10.5% 11.0% 11.0% 6.2% 8.8% YoY Growth 25.2% 25.3% 25.9% 26.2% 25.8% 27.3% % Margin 144.2 143.0 141.8 142.5 127.3 126.2 Attributable Total Rent (1) 0.8% 0.8% (0.4%) 11.9% 0.9% 153.8% YoY Growth $846.2 $786.9 $699.4 $615.5 $555.3 $516.4 Attributable Adj. EBITDA 7.5% 12.5% 13.6% 10.8% 7.5% (4.5%) YoY Growth 21.5% 21.4% 21.5% 21.3% 20.9% 21.9% % Margin $156.3 $198.2 $598.5 $453.7 $432.5 $615.7 Attributable Total Capex 4.0% 5.4% 18.4% 15.7% 16.3% 26.2% % of Net Revenue CAGR 23A - '28E 10.9% 4.6% 39.0% 10.8% 6.9% 3.5% NA (1.1%) 9.0% 2.7% 10.4% NA Bally’s Financial Summary Forecast prepared by Bally’s management and approved by both Bally’s Board of Directors and Special Committee on April 19, 2024 (“Management Projections”) • To calculate attributable financials, adjustments were made to Management Projections to reflect Bally’s 75% economic interest in the Chicago permanent site, 51% economic interest in the State College, Pennsylvania development project, and removal of Tropicana Las Vegas financial contribution (“Attributable Financials”) (please see page 16 for more detail) Sources: Bally’s projections per Bally’s management as of 4/19/2024, public filings. Note: EBITDAR is defined as earnings before interest, taxes, depreciation, amortization, other non - recurring items, and rent (as applicable). (1) Includes attributable rent (interest expense) associated with Chicago facility. PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS

 

 

2026E 2025E 2024E 2026E 2025E 2024E Target ($) Rating Date of Report Firm $678 $604 $533 $812 $735 $660 $12.00 Neutral 2/21/2024 Macquarie NA $607 $546 NA $736 $673 $10.00 Neutral 2/21/2024 Barclays NA $581 $554 NA $711 $680 $9.00 Neutral 2/21/2024 Deutsche Bank NA $634 $541 NA $763 $667 $11.00 Neutral 2/22/2024 Jefferies NA $621 $555 NA $751 $683 NA Buy 2/21/2024 JMP $652 $611 $565 $778 $737 $689 $15.00 Buy 2/23/2024 TD Cowen NA $604 $546 NA $733 $673 $14.00 Buy 2/21/2024 Truist NA $617 $565 NA $743 $692 $9.00 Sell 2/23/2024 Wells Fargo $665 $609 $550 $795 $737 $676 $11.00 Consensus Median $665 $610 $551 $795 $739 $677 $11.43 Consensus Mean ($ in millions, except per share data) Price Estimates: Adj. EBITDAR Estimates: Adj. EBITDA Selected Equity Research Perspectives Source: Equity research reports. Notes: Management Projections exclude contribution from Tropicana Las Vegas. “NA” denotes not publicly available. (1) Consolidated projections include 100% of the economic interest in both Chicago and State College, Pennsylvania development projects for comparative purposes. Selected Equity Research Reports (Pre - Standard General Proposal): Adj. EBITDAR Comparison ($ in millions) Adj. EBITDA Comparison ($ in millions) $676 $737 $795 $683 $758 $861 2024E 2025E 2026E Consensus Median Management Projections (1) $550 $609 $665 $556 $630 $731 2024E 2025E 2026E Consensus Median Management Projections (1) 1% 8% 3% 1% Strictly confidential | © Macquarie Group Limited 7 10% 3% PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS

 

 

$12.18 $5.79 $10.08 $7.28 $14.46 $9.00 $39.30 $20.14 $20.40 $32.39 $19.79 $15.97 $15.00 Preliminary Financial Analyses Summary Sources: Bally’s projections per Bally’s management as of 4/19/2024, public filings, FactSet as of 4/19/2024. Notes: Tropicana Las Vegas project reflected on standalone basis utilizing data from selected land - sale transactions for acreage not committed to Oakland Athletics (“A’s”) stadium development, net of lease liabilities of approximately $165m per Bally’s Form 10 - K as of 12/31/2023. See page 14 for further details. Net debt, non - controlling interest, and lease liabilities per Bally’s Form 10 - K as of 12/31/2023. Fully diluted shares outstanding calculated using treasury stock method and includes 40.1 million basic shares as of 2/14/2024, 7.9 million Sinclair penny warrants, 3.3 million Sinclair performance warrants, 44.1k MFK penny warrants, 8.6k Telescope contingent shares and 1.5 million outstanding awards under equity incentive plans. “NM” denotes not meaningful. (1) Assumes mid - year discounting convention; see appendix for further detail on WACC calculation. Discounted to 12/31/2023 present value date. (2) Does not include 2023A Adj. EBITDAR contribution from Tropicana Las Vegas of approximately $10m. (3) Bally’s 30 - Day VWAP of $10.79 per Bloomberg as of 3/8/2024. See page 19 for further details. (4) Unaffected stock date of 3/8/2024 represents trading day prior to proposal announcement. Discounted Cash Flow Analysis (1) • 10.6% – 12.6% Discount Rate • 1.5% - 2.5% Perpetuity Growth Rate • 7.5x – 8.5x Adj. EBITDAR Terminal Value Multiple Selected Public Companies Analysis • 6.7x – 8.2x EV / 2024E Adj. EBITDAR ($683 million) • 6.1x – 7.5x EV / 2025E Adj. EBITDAR ($758 million) Selected Precedent Transactions Analysis • 7.8x – 8.8x EV / 2023A Adj. EBITDAR • 2023A Adj. EBITDAR of $643 million (2) Illustrative Sum - of - the - Parts • Based on selected public companies and selected precedent transactions for Bally’s segments • See page 17 for further details 52 - Week Trading as of Unaffected Date • Based on Bally’s high and low stock prices during prior 52 weeks as of 3/8/2024 Implied Precedent Premia (3) • Based on median percent premium to the 30 - day VWAP for selected minority take private transactions • 34.0% - 48.0% premium to Bally’s 30 - day VWAP stock price as of 3/8/2024 Stock Price Targets – Equity Research Analysts • Based on selected range of stock price targets from various equity research analysts as of 3/8/2024 Methodology Implied Bally’s Equity Value per Share Reference Ranges Implied Lease Adj. Enterprise Value ($ millions) Implied Lease Adj. EV / 2024E Adj. EBITDAR Multiple $0.00 $4,967 7.3x $10.00 $5,495 8.0x $20.00 $6,024 8.8x $30.00 $6,552 9.6x $40.00 $7,081 10.4x NM Primary Informational Reference Only Unaffected Stock Price: $10.62 (4) Standard General Proposal: $15.00 Strictly confidential | © Macquarie Group Limited 8 PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS

 

 

Preliminary Financial Analyses Summary (cont’d) Sources: Bally’s projections per Bally’s management as of 4/19/2024, public filings, Bloomberg, FactSet as of 4/19/2024. Notes: Net debt, non - controlling interest, and lease liabilities per Bally’s Form 10 - K as of 12/31/2023. Fully diluted shares outstanding calculated using treasury stock method and includes 40.1 million basic shares as of 2/14/2024, 7.9 million Sinclair penny warrants, 3.3 million Sinclair performance warrants, 44.1k MFK penny warrants, 8.6k Telescope contingent shares and 1.5 million outstanding awards under equity incentive plans. “NM” denotes not meaningful. (1) Assumes mid - year discounting convention; see appendix for further detail on WACC calculation. Discounted to 12/31/2023 present value date. Perpetuity growth rate method lease adj. enterprise value reflects implied lease liability based on present value of rent. (2) Reflects the implied lease adjusted enterprise value as implied by equity value range. (3) Tropicana Las Vegas project valued on a standalone basis utilizing data from selected land - sale transactions for acreage not committed to Oakland A’s stadium development, net of lease liabilities of approximately $165m per Bally's Form 10 - K as of 12/31/2023. See page 14 for further details. (4) Bally’s 30 - Day VWAP of $10.79 per Bloomberg as of 3/8/2024. See page 19 for further details. Primary Informational Reference Only PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS $38.45 - $9.19 (2) $7,009 - (2) $5,462 - 2.5% 1.5% Perpetuity Growth Rate $31.64 - $11.58 $6,649 - $5,588 - 8.5x 7.5x Lease Adj. EV / Adj. EBITDAR Terminal Value Multiple $35.04 - $10.38 $6,829 - $5,525 Discounted Cash Flow Analysis (excl. Las Vegas Tropicana) $4.26 - $1.80 $225 - $95 Plus: Las Vegas Tropicana (3) $39.30 - $12.18 $7,054 - $5,621 Discounted Cash Flow Analysis Selected Public Companies Analysis $15.06 - NM $5,598 - $4,574 - 8.2x 6.7x $683 Lease Adj. EV / 2024E Adj. EBITDAR $16.70 - NM $5,684 - $4,623 - 7.5x 6.1x $758 Lease Adj. EV / 2025E Adj. EBITDAR $15.88 - NM $5,641 - $4,598 Selected Public Companies Analysis (excl. Las Vegas Tropicana) $4.26 - NM $225 - $95 Plus: Las Vegas Tropicana (3) $20.14 - NM $5,866 - $4,694 Selected Public Companies Analysis Selected Precedent Transactions Analysis $16.14 - $3.99 $5,655 - $5,012 - 8.8x 7.8x $643 Lease Adj. EV / 2023A Adjusted EBITDAR (excl. Las Vegas Tropicana) $4.26 - $1.80 $225 - $95 Plus: Las Vegas Tropicana (3) $20.40 - $5.79 $5,880 - $5,107 Selected Precedent Transactions Analysis $32.39 - $10.08 $6,314 - $5,135 Illustrative Sum - of - the - Parts $15.97 - $14.46 $5,811 - $5,731 - 48.0% 34.0% $10.79 Implied Precedent Premia (4) Financial Metric Implied Equity Value Reference Range ($ in millions, except per share data) Range Lease Adj. Enterprise Value Discounted Cash Flow Analysis (1) WACC 10.6% - 12.6% Strictly confidential | © Macquarie Group Limited 9

 

 

Preliminary Discounted Cash Flow Analysis (Perpetuity Growth Rate) Discounted Cash Flow Methodology (1) Sensitivity – Implied Enterprise Value Sources: Bally’s projections per Bally’s management as of 4/19/2024, public filings. (1) Assumes mid - year discounting convention; see appendix for further detail on WACC calculation. Discounted to 12/31/2023 present value date. Reflects 75% economic interest in Chicago permanent site upon opening and 51% economic interest in State College, Pennsylvania development project. (2) Adjusted EBITDA includes attributable rent (interest expense) associated with Chicago facility. (3) Stock - based compensation treated as a cash expense. (4) Reflects Bally’s capex adjusted for 75% interest in Chicago permanent site, IPO proceeds and other financing related adjustments. (5) Calculated by applying applicable perpetuity growth rate to 2028E cash flows. (6) Excludes lease liabilities. (7) Per Bally's Form 10 - K as of 12/31/2023. (8) Fully diluted shares outstanding calculated using treasury stock method and includes 40.1 million basic shares as of 2/14/2024, 7.9 million Sinclair penny 319 352 341 315 379 (+) D&A (156) (198) (499) (104) (432) ( - ) Capital Expenditures, Net (4) - - - - - - - - - - (+/ - ) Change in NWC $554 0.61 $473 0.68 $83 0.76 $404 0.85 $41 0.95 Unlevered Free Cash Flow (x) Present Value Factor (11.6% WACC) $338 $322 $63 $343 $39 Present Value of Cash Flow $25.62 $21.53 $17.84 11.6% $5,892 Terminal Value W 0.61 (x) Present Value Factor (11.6% WACC) $15.37 $12.13 $9.19 12.6% $3,595 Present Value of Terminal Value 76.5% Terminal Value as % of Total Present Value $1,106 Sum - of - Present Value of Annual Cash Flows $4,701 Illustrative DCF at Midpoint (6) (3,563) ( - ) Net Debt + Non - Controlling Interest (7) $1,138 Illustrative Implied Equity Value 52.9 Fully Diluted Shares Outstanding (m) (8) $21.53 Implied Equity Value per Share (110) (90) (68) (55) (27) ( - ) Taxes at 22.0% $391 $320 $241 $193 $95 NOPAT Rate Perpetuity Growth 2028E ember 31, 2027E ar Ending Dec 2026E Fiscal Ye 2025E 2024E 2023A ($ in millions, except per share data) 2.5% 2.0% 1.5% $990 $930 $841 $758 $683 $643 Attributable Adjusted EBITDAR $5,596 $5,316 $5,067 10.6% $846 $787 $699 $615 $555 $516 Attributable Adjusted EBITDA (2) $4,507 $4,701 $4,917 $4,049 $4,205 $4,376 11.6% 12.6% WAC C ( - ) Chicago Cash Development Costs (30) (28) (25) - - - - ( - ) D&A (379) (315) (341) (352) (319) ( - ) SBC (3) (25) (25) (25) (25) (25) EBIT $122 $248 $308 $410 $502 Perpetuity Growth Rate NTM Cash Flow (2029) (5) Perpetuity Growth Rate $566 2.0% PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS Sensitivity – Implied Equity Value per Share Perpetuity Growth Rate 1.5% 2.0% 2.5% 10.6% $28.44 $33.16 $38.45 ACC warrants, 3.3 million Sinclair performance warrants, 44.1k MFK penny warrants, 8.6k Telescope contingent shares and 1.5 million outstanding awards under equity incentive plans. Strictly confidential | © Macquarie Group Limited 10

 

 

Preliminary Discounted Cash Flow Analysis (Terminal Exit Multiple) Discounted Cash Flow Methodology (1) Sensitivity – Implied Lease Adj. Enterprise Value Sensitivity – Implied Equity Value per Share Sources: Bally’s projections per Bally’s management as of 4/19/2024, public filings. (1) Assumes mid - year discounting convention; see appendix for further detail on WACC calculation. Discounted to 12/31/2023 present value date. Reflects 75% economic interest in Chicago permanent site upon opening and 51% economic interest in State College, Pennsylvania development project. (2) Stock - based compensation treated as a cash expense. (3) Reflects Bally’s capex adjusted for 75% interest in Chicago permanent site, IPO proceeds and other financing related adjustments. (4) Per Bally's Form 10 - K as of 12/31/2023. (5) Represents lease liabilities per Bally's Form 10 - K as of 12/31/2023, net of $165m of the Tropicana Las Vegas lease liability and includes attributable portion of Chicago financing liabilities. (6) Fully diluted shares outstanding calculated using treasury stock method and includes 40.1 million basic shares as of 2/14/2024, 7.9 million Sinclair penny warrants, 3.3 million Terminal EBITDAR Multiple 2028E ember 31, 2027E ar Ending Dec 2026E Fiscal Ye 2025E 2024E 2023A ($ in millions, except per share data) 7.5x 8.0x 8.5x $990 $930 $841 $758 $683 $643 Attributable Adjusted EBITDAR - - - - (25) (28) (30) ( - ) Chicago Cash Development Costs (319) (352) (341) (315) (379) ( - ) D&A (25) (25) (25) (25) (25) ( - ) SBC (2) $646 $553 $450 $390 $249 EBIT (incl. Rent) (142) (122) (99) (86) (55) ( - ) Taxes at 22.0% $504 $432 $351 $304 $195 NOPAT (incl. Rent) 319 352 341 315 379 (+) D&A (156) (198) (499) (104) (432) ( - ) Capital Expenditures, Net (3) - - - - - - - - - - (+/ - ) Change in NWC $667 $585 $194 $515 $141 Unlevered Free Cash Flow 0.61 0.68 0.76 0.85 0.95 (x) Present Value Factor (11.6% WACC) Present Value of Cash Flow $133 $437 $147 $398 $407 EBITDAR 2028 Metric (x) Terminal Multiple (Midpoint) $990 8.0x Terminal Value (x) Present Value Factor (11.6% WACC) $7,923 0.58 Present Value of Terminal Value $4,577 Terminal Value as % of Total Present Value 75.0% Sum - of - Present Value of Annual Cash Flows $1,523 Illustrative DCF at Midpoint $6,100 ( - ) Net Debt + Non - Controlling Interest (4) ( - ) Lease Liabilities (5) Illustrative Implied Equity Value Fully Diluted Shares Outstanding (m) (6) (3,563) (1,413) $1,123 52.9 Implied Equity Value per Share $21.25 PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS 10.6% $6,051 $6,350 $6,649 11.6% 12.6% $5,814 $5,588 $6,100 $5,862 $6,386 $6,136 WACC Terminal EBITDAR Multiple 7.5x 8.0x 8.5x $20.32 $25.98 $31.64 10.6% 11.6% 12.6% $15.83 $11.58 $21.25 $16.75 $26.66 $21.93 WACC Sinclair performance warrants, 44.1k MFK penny warrants, 8.6k Telescope contingent shares and 1.5 million outstanding awards under equity incentive plans. Strictly confidential | © Macquarie Group Limited 11

 

 

investments, and cash and cash equivalents as of 12/31/2023. (1) Reflects Bally’s unaffected stock price and market cap as of 3/8/2024. Multiples based on consensus estimates. Strictly confidential | © Macquarie Group Limited 12 Lease Adj. EV / EBITDAR 2024E 2025E Lease Adj. EV Lease Adjustments Enterprise Value Net Debt Debt Market Cap 4/19/2024 Stock Price ($ in millions, except per share data) Company 8.2x 7.5x $5,528 $1,403 $4,125 $3,563 $3,726 $561 $10.62 Bally's Corporation (Unaffected) (1) US Regional Gaming Operators - Primary 7.1x 7.0x $9,616 $810 $8,806 $2,643 $2,947 $6,163 $62.66 Boyd Gaming Corp 8.3x 7.8x 33,269 13,442 19,827 11,434 12,451 8,382 $38.20 Caesars Entertainment Inc 11.6x 10.1x 12,935 - - 12,935 4,730 4,874 8,862 $118.96 Churchill Downs, Inc 7.6x 7.2x 1,357 - - 1,357 306 677 1,052 $33.97 Golden Entertainment Inc 7.3x 7.1x 1,262 - - 1,262 (38) 6 1,299 $67.34 Monarch Casino & Resorts, Inc 9.0x 7.0x 12,986 8,777 4,209 1,726 2,798 2,571 $16.54 Penn Entertainment Inc 7.9x 7.2x Median 8.5x 7.7x Mean International Interactive - Primary 5.1x 4.5x $2,172 - - $2,172 $1,747 $2,065 $467 $1.04 888 Holdings 4.7x 4.2x 1,333 - - 1,333 (68) 185 1,402 $9.82 Betsson AB 8.5x 8.0x 10,936 - - 10,936 3,675 4,173 6,667 $10.41 Entain plc 15.8x 12.5x 38,545 - - 38,545 5,613 7,110 32,769 $184.51 Flutter Entertainment plc 5.3x 4.6x 3,717 - - 3,717 1,332 2,178 2,836 $11.26 Lottomatica Group 4.4x 4.0x 1,320 - - 1,320 (258) 0 1,559 $3.10 Super Group Limited 5.2x 4.6x Median 7.3x 6.3x Mean Preliminary Selected Publicly Traded Companies Preliminary Selected Publicly Traded Company Statistics Sources: Public filings, equity research, FactSet as of 4/19/2024. Notes: Metrics other than 2024E and 2025E lease adjusted EV / EBITDAR shown for informational reference only. Financials converted to USD using FX spot rate as of 4/19/2024. Market cap calculated using basic shares outstanding as of 4/19/2024 adjusted for equity incentive plans and in - the money equity options outstanding as of 12/31/2023. Net debt, lease liabilities, financing obligations, non - controlling interest, equity PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS

 

 

Sources: Public filings. Financials converted to USD using FX spot rate at time of announcement. Note: Metrics other than LTM EBITDAR multiples shown for informational reference only. Strictly confidential | © Macquarie Group Limited 13 Preliminary Selected Precedent Transactions Preliminary Selected Precedent Transactions PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS ($ in millions) Txn Value / LTM Transaction Date LTM EBITDAR EBITDAR Value Target Acquiror Announced US Regional Gaming Operator (Multi - Asset) 10.5x $262 $2,750 Peninsula Pacific Entertainment Churchill Downs Incorporated Feb 2022 7.8x 50 385 Mountaineer, Cape Girardeau & Caruthersville Century Casinos / VICI Properties Jun 2019 8.9x 207 1,850 Tropicana Entertainment Eldorado Resorts, Inc / Gaming & Leisure Properties, Inc Apr 2018 8.6x 96 822 American Casino & Entertainment Golden Entertainment inc Jun 2017 8.8x 194 1,700 Isle of Capri Casinos, Inc Eldorado Resorts, Inc Sep 2016 8.3x 70 580 Affinity Gaming Z Capital Partners Aug 2016 8.7x Median 8.8x Mean International Interactive 10.9x $254 $2,774 Kindred Group plc Jan 2024 FDJ Group 8.6x 34 291 MaxBet Sep 2023 Flutter Entertainment plc 8.6x 36 306 Betflag SpA Nov 2022 Lottomatica Group 13.3x 46 607 LeoVegas May 2022 MGM Resorts International 10.0x 48 480 BetCity.nl Jun 2022 Entain plc 7.7x 280 2,163 Sisal Dec 2021 Flutter Entertainment plc 10.4x 52 542 Tombola Nov 2021 Flutter Entertainment plc 7.2x 362 2,602 William Hill plc (non - US Assets) Sep 2021 888 Holdings 9.3x Median 9.6x Mean International Interactive (Grey Markets) 4.3x $41 $175 GVC (Turkey Segment) Nov 2017 Ropso Malta

 

 

plans. Strictly confidential | © Macquarie Group Limited 14 Price per Acre ($m) Acres (in Actuals) Transaction Value ($m) Location Target Acquiror Date Announced ~$13 10 $125 Front of Strip, south of the Fountainebleau LVCVA Flag Luxury Group Mar 2023 ~7 13 93 Southern end of Strip, near Mandalay Bay MGM Resorts Three Affiliated Tribes Dec 2022 ~8 10 75 Corner of Las Vegas Blvd & Convention Center Dr Undisclosed Siegel Group May 2022 ~14 25 350 Fontainebleau Steve Witkoff Jeffrey Soffer & Koch Industries Feb 2021 ~9 38 336 Across from Wynn Las Vegas Undisclosed Wynn Resorts Dec 2017 ~24 25 600 Fontainebleau Carl Icahn Steve Witkoff Aug 2017 ~$11 ~$12 Median Mean 35 Acreage Assumptions Las Vegas Tropicana Property (Total Acres) (9) ( - ) Acres Committed to Oakland A's Stadium Site 26 Uncommitted Las Vegas Tropicana Acres High Low Implied Land Valuations 26 26 Uncommitted Las Vegas Tropicana Acres $15 $10 (x) Assumed Price per Acre ($m) $390 $260 Implied Land Sale Value of the Available Acres (165) (165) ( - ) Lease Liability ($m) (1) $225 $95 Implied Value of Land Sale of Available Acres 52.9 52.9 (/) Fully Diluted Shares Outstanding (m) (2) $4.26 $1.80 Implied Equity Value per Share Illustrative Selected Precedent Land - Sale Transactions (Preliminary Tropicana Las Vegas Attributable Land Value) Sources: Public filings, press releases. Notes: “NA” denotes not publicly available. (1) Tropicana Las Vegas lease liabilities per Bally's Form 10 - K as of 12/31/2023. (2) Fully diluted shares outstanding calculated using treasury stock method and includes 40.1 million basic shares as of 2/14/2024, 7.9 million Sinclair penny warrants, 3.3 million Sinclair performance warrants, 44.1k MFK penny warrants, 8.6k Telescope contingent shares and 1.5 million outstanding awards under equity incentive PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS

 

 

Strictly confidential | © Macquarie Group Limited 15 A APPENDIX Supplemental Information PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS

 

 

Financial Reconciliation (Reconciliation from Management Projections to Attributable Financials) Sources: Bally’s projections per Bally’s management as of 4/19/2024, public filings. Note: “NA” denotes not applicable. (1) Reflects non - controlling interest adjustments for Chicago and State College, Pennsylvania development projects and Tropicana Las Vegas contribution. (2) Includes attributable rent (interest expense) associated with Chicago facility. PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS CAGR 23A - '28E 2028E 2027E 2026E 2025E 2024E 2023A 2022A ($ in millions) 11.5% $4,212.0 $3,926.0 $3,352.3 $2,889.2 $2,671.8 $2,448.7 $2,277.2 Consolidated Net Revenues: (278.0) (248.1) (105.9) - - (20.9) (95.5) (85.1) Less: Adjustment for Non - Controlling Interests (1) 10.8% $3,934.0 $3,677.9 $3,246.4 $2,889.2 $2,650.9 $2,353.2 $2,192.1 Attributable Net Revenue 7.0% 13.3% 12.4% 9.0% 12.7% 7.3% YoY Growth 10.0% $1,051.0 $980.3 $861.0 $757.9 $682.6 $653.0 $601.8 Consolidated EBITDAR: (60.7) (50.4) (19.7) - - - - (10.4) (11.2) Less: Adjustment for Non - Controlling Interests (1) 9.0% $990.3 $929.9 $841.3 $757.9 $682.6 $642.6 $590.6 Attributable EBITDAR 6.5% 10.5% 11.0% 11.0% 6.2% 8.8% YoY Growth 25.2% 25.3% 25.9% 26.2% 25.8% 27.3% % Margin 1.0% $132.2 $130.9 $129.6 $128.3 $127.1 $125.8 $53.3 Consolidated Rent: 12.0 12.1 12.2 14.1 0.3 0.4 (3.5) Less: Adjustment for Non - Controlling Interests (2) 2.7% $144.2 $143.0 $141.8 $142.5 $127.3 $126.2 $49.7 Attributable Rent 10.4% $846.2 $786.9 $699.4 $615.5 $555.3 $516.4 $540.9 Attributable Adj. EBITDA 7.5% 12.5% 13.6% 10.8% 7.5% (4.5%) YoY Growth 21.5% 21.4% 21.5% 21.3% 20.9% 21.9% % Margin $165.0 $220.9 $754.6 $599.3 $486.4 $618.8 $302.9 Consolidated Capex: (8.7) (22.7) (156.1) (145.6) (53.9) (3.1) (0.5) Less: Adjustment for Non - Controlling Interests (1) NA $156.3 $198.2 $598.5 $453.7 $432.5 $615.7 $302.4 Attributable Capex 4.0% 5.4% 18.4% 15.7% 16.3% 26.2% % of Net Revenue Strictly confidential | © Macquarie Group Limited 16

 

 

Strictly confidential | © Macquarie Group Limited 17 Preliminary Sum - of - the - Parts (Selected Trading Multiples and Precedents) Sources: Bally’s projections per Bally’s management as of 4/19/2024, public filings, FactSet as of 4/19/2024. (1) Represents implied reference range utilizing DCF methodology on both perpetuity growth and terminal Adj. EBITDAR exit multiple basis. Reflects 75% economic interest in Chicago permanent site upon opening and 51% economic interest in State College, Pennsylvania development project. (2) Represents implied reference range of Tropicana project utilizing data from selected land - sale transactions for acreage not committed to Oakland A’s stadium development, net of lease liabilities of approximately $165m per Bally's Form 10 - K as of 12/31/2023. See page 14 for further details. (3) Per Bally's Form 10 - K as of 12/31/2023. (4) Represents lease liabilities per Bally's Form 10 - K as of 12/31/2023, net of $165m of the Tropicana Las Vegas lease liability and $200m of Chicago financing obligations. (5) Fully diluted shares outstanding calculated using treasury stock method and includes 40.1 million basic shares as of 2/14/2024, 7.9 million Sinclair penny warrants, 3.3 million Sinclair performance warrants, 44.1k MFK penny warrants, 8.6k Telescope contingent shares and 1.5 million outstanding awards under equity incentive plans. PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS Implied Lease Adj. Enterprise Value Reference Range Selected Multiple Range Financial Metric ($ in millions, except per share data) Casino & Resorts $3,305 - $2,912 - 8.4x 7.4x $393 Lease Adj. EV / 2024E Adj. EBITDAR $3,109 - $2,705 - 7.7x 6.7x $404 Lease Adj. EV / 2025E Adj. EBITDAR $3,207 - $2,809 Selected Public Companies Analysis $3,781 - $3,369 - 9.2x 8.2x $413 Selected Precedent Transactions Analysis (Lease Adj. EV / Adj. EBITDAR) $3,494 - $3,089 US Casino & Resorts Value (Excl. Chicago, State College, & Las Vegas) $411 - $182 Plus: Chicago and State College, Pennsylvania Value (1) $225 - $95 Plus: Las Vegas Tropicana Value (2) $4,130 - $3,366 Total Implied US Casino & Resorts Value International Interactive $1,926 - $1,588 - 5.7x 4.7x $338 Lease Adj. EV / 2024E Adj. EBITDAR $1,838 - $1,478 - 5.1x 4.1x $360 Lease Adj. EV / 2025E Adj. EBITDAR $1,882 - $1,533 Selected Public Companies Analysis $2,864 - $2,520 - 8.3x 7.3x $344 Selected Precedent Transactions Analysis (Lease Adj. EV / Adj. EBITDAR) $2,373 - $2,027 Total Implied International Interactive Value North America Interactive $452 - $244 - 2.2x 1.2x $209 Lease Adj. EV / 2024E Revenue $623 - $314 - 2.0x 1.0x $309 Lease Adj. EV / 2025E Revenue $538 - $279 Selected Public Companies Analysis $337 - $224 - 3.0x 2.0x $112 Selected Precedent Transactions Analysis (Lease Adj. EV / Revenue) $437 - $251 Total Implied North America Interactive Value $6,941 - $5,644 - 9.8x 8.0x $706 Implied Consolidated Lease Adj. Enterprise Value (Adj. EBITDAR - Pre - Corporate) ($627) - ($510) - 9.8x 8.0x ($64) Total Implied Corporate (Adj. EBITDAR) $6,314 - $5,135 - 9.8x 8.0x $643 Implied Consolidated Lease Adj. Enterprise Value (Adj. EBITDAR) (3,563) (3,563) Less: Net Debt + Non - Controlling Interest (3) (1,038) (1,038) Less: Lease Liabilities (4) $1,712 - $533 Implied Equity Value 52.9 52.9 Fully Diluted Shares Outstanding (m) (5) $32.39 - $10.08 Implied Equity Value per Share

 

 

Source: Public filings. Financials converted to USD using the FX spot rate at the time of announcement. Strictly confidential | © Macquarie Group Limited 18 ($ in millions) Txn Value / LTM Transaction Date LTM EBITDAR EBITDAR Value Target Acquiror Announced US Regional Gaming Operator (Large Market, Single Asset) 10.3x $72 $745 JACK Cincinnati Casino Hard Rock International / VICI Properties Apr 2019 10.4x 97 1,000 Greektown Casino - Hotel Penn National / VICI Properties Nov 2018 11.3x 129 1,450 Rivers Casino Des Plaines Churchill Downs Incorporated Oct 2018 12.1x 70 850 Empire City Casino MGM Resorts / MGM Growth Properties May 2018 10.6x 100 1,060 Hard Rock Rocksino Northfield Park MGM Growth Properties Apr 2018 8.8x 147 1,300 Sands Bethlehem Wind Creek Hospitality Mar 2018 12.1x 140 1,700 Centaur Gaming Caesars Entertainment Nov 2017 10.6x Median 10.8x Mean US Regional Gaming Operator (Small Market, Single Asset) 9.9x $26 $260 Rocky Gap Casino Resort Aug 2022 Century Casinos / VICI Properties 9.1x 33 300 Nugget Sparks Feb 2022 Century Casinos 8.4x 27 230 Isle of Capri Casino Kansas City & Lady Luck Casino Vicksburg Jul 2019 Twin River Worldwide Holdings 7.8x 50 385 Mountaineer, Cape Girardeau & Caruthersville Jun 2019 Century Casinos / VICI Properties 8.0x 22 179 Edgewater Hotel & Casino, Colorado Belle Hotel & Casino Jul 2018 Golden Entertainment 8.5x 44 376 Margaritaville Resort Casino (Bossier City, LA) Jun 2018 Penn National / VICI Properties 9.0x 36 328 Grand Victoria Casino Elgin Apr 2018 Eldorado Resorts 8.8x 20 179 Presque Isle Downs Feb 2018 Churchill Downs 7.0x 40 281 Valley Forge Casino Resort Dec 2017 Boyd Gaming Corp 8.5x Median 8.5x Mean 9.1x Total Median 9.5x Total Mean Preliminary Selected Single Asset Transactions (Informational Reference Only) Informational Reference Only – Preliminary Selected Single Asset Transactions PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS

 

 

34% 48% Implied Selected Precedent Premia Analysis Source : FactSet . ( 1 ) Includes transactions since 2010 for North American companies greater than $ 100 million in Enterprise Value, excluding master limited partnership and real estate transactions . Includes transactions with both stock and cash consideration . Represents transactions where a stockholder ( 10 % to 50 % ownership) acquired outstanding public stock . ( 2 ) Includes transactions since 2019 for North American transactions greater than $ 100 million in Enterprise Value, excluding master limited partnership and real estate transactions . Includes transactions with both stock and cash consideration . 37% Strictly confidential | © Macquarie Group Limited 19 47% Median Median Mean Mean Implied Premia to 30 - Day VWAP: Minority Take Private Transactions (1) Implied Premia to 30 - Day VWAP: All Transactions (2) 30 - Day VWAP Premia Summary Statistics 30 - Day VWAP Premia Summary Statistics 22% 25th Percentile 25% 25th Percentile 37% Median 34% Median 47% Mean 48% Mean 60% 75th Percentile 57% 75th Percentile 349 Transaction Count 29 Transaction Count PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS

 

 

Strictly confidential | © Macquarie Group Limited 20 US Regional Gaming Operators Estimated Weighted Average Cost of Capital Estimated Cost of Equity and Debt 15.0% Estimated Cost of Equity 1.66 Re - Levered Beta (1) 62.7% Equity / Total Capitalization Ratio 5.5% Equity Market Risk Premium (2) 6.5% Estimated After - Tax Cost of Debt 9.1% Beta Adjusted Equity Market Risk Premium 37.3% Debt / Total Capitalization Ratio 4.6% Risk - Free Rate (US 10 - Year Treasury Rate) (3) 1.2% Size - Premium (4) 15.0% Estimated Cost of Equity 8.4% Pre - Tax Cost of Debt (5) 22.0% Applicable Tax Rate 11.8% Weighted Average Cost of Capital 6.5% Estimated After - Tax Cost of Debt International Interactive Estimated Weighted Average Cost of Capital Estimated Cost of Equity and Debt 12.3% Estimated Cost of Equity 1.17 Re - Levered Beta (1) 71.8% Equity / Total Capitalization Ratio 5.5% Equity Market Risk Premium (2) 6.5% Estimated After - Tax Cost of Debt 6.5% Beta Adjusted Equity Market Risk Premium 28.2% Debt / Total Capitalization Ratio 4.6% Risk - Free Rate (US 10 - Year Treasury Rate) (3) 1.2% Size - Premium (4) 12.3% Estimated Cost of Equity 8.4% Pre - Tax Cost of Debt (5) 22.0% Applicable Tax Rate 10.7% Weighted Average Cost of Capital 6.5% Estimated After - Tax Cost of Debt US Online B2C Operators Estimated Weighted Average Cost of Capital Estimated Cost of Equity and Debt 15.8% Estimated Cost of Equity 1.81 Re - Levered Beta (1) 100.0% Equity / Total Capitalization Ratio 5.5% Equity Market Risk Premium (2) -- % Estimated After - Tax Cost of Debt 9.9% Beta Adjusted Equity Market Risk Premium -- % Debt / Total Capitalization Ratio 4.6% Risk - Free Rate (US 10 - Year Treasury Rate) (3) 1.2% Size - Premium (4) 15.8% Estimated Cost of Equity -- % Pre - Tax Cost of Debt (5) 22.0% Applicable Tax Rate Weighted Average Cost of Capital 15.8% Estimated After - Tax Cost of Debt -- % Combined Weighted Average Cost of Capital 11.6% Illustrative Weighted Average Cost of Capital Calculation Sources: Public filings, Kroll, FactSet and Bloomberg as of 4/19/2024. (1) Levered Beta = Unlevered Beta x [1 + (1 – Tax Rate)(Debt / Equity)]; unlevered beta and debt / equity based on median of selected public companies. (2) Based on Kroll US equity risk premium as of 12/31/2023. (3) Based on US 10 - year treasury rate per Bloomberg. (4) Based on Kroll CRSP size premiums as of 12/31/2023. Reflects low cap decile. (5) Based on Advantage Data. Reflects B2 issuance index based on credit ratings of selected public companies. PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS

 

 

PRELIMINARY - SUBJECT TO FURTHER REVIEW AND REVISIONS Strictly confidential | © Macquarie Group Limited 21