SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 18)*

BALLY’S CORPORATION

(Name of Issuer)

 Common Stock, $0.01 par value per share

(Title of Class of Securities)

 90171V204

(CUSIP Number)

 Joseph Mause

Standard General L.P.

767 Fifth Avenue, 12th Floor

New York, NY 10153

Tel. No.: 212-257-4701

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 January 25, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	NAMES OF REPORTING PERSONS
	Standard General L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			11,424,849
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			11,424,849
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,424,849
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	21.0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA

1	NAMES OF REPORTING PERSONS
	Soohyung Kim
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			11,424,849
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			11,424,849
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,424,849
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	21.0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN, HC

AMENDMENT NO. 18 TO SCHEDULE 13D

This Amendment No. 18 to Schedule 13D (the “Amendment”) relates to Common Stock, par value $0.01 per share (“Common Stock”), of Bally’s Corporation, a Delaware corporation (the “Issuer” or the “Company”). This Amendment is being filed to amend the Schedule 13D that was originally filed on March 29, 2019 and amended on June 26, 2019, July 15, 2019, August 2, 2019, November 19, 2019, February 13, 2020, February 20, 2020, August 7, 2020, September 17, 2020, November 20, 2020, December 15, 2020, March 30, 2021, April 6, 2021, April 16, 2021, April 22, 2022, August 11, 2021, October 8, 2021 and December 9, 2021 (as amended, the “Schedule 13D”). Unless otherwise indicated in this Amendment, all capitalized terms have the meanings ascribed to them in the Schedule 13D.

This Amendment is being filed to amend and supplement Items 4, 5, 6 and 7 of the Schedule 13D as set forth below.

Item 4 is hereby amended by adding the following at the end thereof:

On January 25, 2022, Standard General delivered a non-binding letter (the "Proposal Letter") to the board of directors of the Company proposing a transaction under which it would acquire all of the outstanding shares of Common Stock not currently owned by Standard General at a price of $38.00 per share.

As described in the Proposal Letter, Standard General expects that the Board of Directors  of the Company will appoint a special committee of independent directors to consider its proposal and make a recommendation to the Board of Directors.  Standard General will not move forward with the transaction unless it is approved by such a special committee.  In addition, the transaction will be subject to a non-waivable condition requiring the approval of holders of a majority of the shares of the Company not owned by Standard General or its affiliates.

No assurances can be given that a transaction will be consummated.  The Proposal Letter provides that no legally binding obligation with respect to a transaction will exist unless and until mutually acceptable definitive documentation has been executed and delivered with respect thereto.

The summary above is qualified in its entirety by reference to the Proposal Letter, attached as Exhibit 99.3 hereto, which is incorporated by reference herein.

Item 5. Interest in Securities of the Issuer

(a) and (b) See Items 7-13 of the cover pages and Item 2 above.

(c) All transactions in shares of the Issuer’s Common Stock effected by the Reporting Persons during the sixty day period prior to the filing of this Schedule 13D:

Transaction	Date of Transaction	No. Underlying Shares		Option Purchase Price/Share		Exercise Price/Share		Option Expiration Date
Stock Option (right to buy)	12/10/2021		34,884	$	32.7914	$	5.00	12/17/2021
Stock Option (right to buy)	12/13/2021		45,155	$	31.1691	$	5.00	12/17/2021
Stock Option (right to buy)	12/14/2021		57,607	$	30.6938	$	5.00	12/17/2021
Stock Option (right to buy)	12/16/2021		88,025	$	29.0816	$	5.00	12/17/2021

Transaction	Date of Transaction	No. Underlying Shares		Exercise Price/Share
Stock Option Exercise	12/17/2021		725,780	$	5.00
Stock Option Exercise	12/17/2021		357,000	$	0.01

The percentages reported herein are based on a statement in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 that there were 54,363,371 shares of the Issuer's Common Stock outstanding as of October 31, 2021.

(d)     Not applicable.

(e)     Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information contained in Item 4 is incorporated by reference into this Item 6.

Item 7. Material to Be Filed as Exhibits

99.3  Proposal Letter (as defined above)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 25, 2022

STANDARD GENERAL L.P.
By:	/s/ Joseph Mause
	Name: Joseph Mause
	Title: Chief Finanical Officer

SOOHYUNG KIM
By:	/s/ Soohung Kim
	Sooyung Kim

EX-1

January 25, 2022

VIA e-MAIL

Board of Directors
Bally’s Corporation
100 Westminster Street

Providence, RI 02903

Dear Directors,

Standard General is pleased to submit this proposal (our “Proposal”) under which we would acquire all of the outstanding shares of common stock of Bally’s Corporation (“Bally’s” or the “Company”) we do not own for a price of $38.00 per share. Our Proposal represents a premium of 30% to Company’s closing price as January 24, 2022, which we believe offers compelling value to Bally’s stockholders.

Our proposed transaction would allow the Company’s stockholders to immediately realize an attractive value, in cash, for their investment and provides stockholders certainty of value for their shares, especially when viewed against the operational risks inherent in the Company's business and the market risks inherent in remaining a public company. 

The proposed transaction would be subject to the approval of the Board of Directors of the Company and the negotiation and execution of mutually acceptable definitive transaction documents.  It is our expectation that the Board of Directors will appoint a special committee of independent directors to consider our Proposal and make a recommendation to the Board of Directors.  We will not move forward with the transaction unless it is approved by such a special committee.  In addition, the transaction will be subject to a non-waivable condition requiring the approval of holders of a majority of the shares of the Company not owned by Standard General or its affiliates.  Finally, given our existing position and history with the Company, we will not need to do any due diligence to enable us to be in a position to negotiate and execute mutually acceptable definitive documentation.

As you know, Standard General is the largest stockholder of Bally’s with an equity interest representing more than 20% of the outstanding shares.  As a result of our long-term involvement with the Company and its predecessor, we have a detailed understanding of Bally’s, its business and assets, which will enable us to move quickly to finalize a transaction.

We intend to fund the transaction through sale and lease back and other long-term financing arrangements.  .

Based upon our experience and familiarity with the Company and financings for businesses of this type, we do not anticipate any issues in securing financing for the transaction.  In any event, the closing of a transaction would not be subject to any financing condition, and we would obtain a bridge financing commitment prior to the execution of definitive merger agreement.

In considering this Proposal, you should know that if the special committee does not recommend or the public stockholders of the Company do not approve the proposed transaction, such determination would not adversely affect our future relationship with the Company, and we would intend to remain as a long-term stockholder.

Please be aware that this Proposal is an expression of interest only, and we reserve the right to withdraw or modify our proposal in any manner.  No legal obligation with respect to a transaction shall arise unless and until execution of mutually acceptable definitive documentation.   Once definitive documentation is executed, completion of the transaction would also be subject to receipt of required regulatory approvals, including approvals under applicable gaming regulations and antitrust laws and other customary conditions.  We do not anticipate any issues in obtaining required regulatory approvals.

In accordance with its reporting obligations, Standard General intends to promptly file an amendment to its Schedule 13D, including a copy of this letter.  

In connection with this proposal, we have engaged Fried, Frank, Harris, Shriver & Jacobson LLP as our legal advisor. We encourage the special committee to retain its own legal and financial advisors to assist it in its review.   We and our advisors look forward to working with the special committee and its advisors to complete a mutually acceptable transaction, and are available at your convenience to discuss any aspects of our Proposal.

 
Should you have any questions, please do not hesitate to contact me.

Sincerely,

Soohyung Kim