DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 1, 2014

BALLY TECHNOLOGIES, INC.

(Exact name of Registrant as specified in its charter)

Nevada	001-31558	88-0104066
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
6601 S. Bermuda Rd., Las Vegas, Nevada		89119
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (702) 897-7150

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☒	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On August 1, 2014, Bally Technologies, Inc., a Nevada corporation (the “Company”), issued a press release announcing that on August 1, 2014 the Company entered into that certain Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Scientific Games Corporation, a Delaware corporation ("Scientific Games"), Scientific Games Nevada, Inc., a Nevada corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), Scientific Games International, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Financing Sub”), providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Scientific Games. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated in its entirety herein by reference.

Additionally, on August 1, 2014, the Company distributed the following materials, copies of which are attached hereto as exhibits and incorporated herein by reference:

·Letter to Employees (Exhibit 99.2)

·Frequently Asked Questions (Exhibit 99.3)

Forward Looking Statements

This communication may contain forward-looking statements. Forward-looking statements may be typically identified by such words as “may,” “will,” “should,” “would,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend,” and other similar expressions among others. Although we believe the expectations reflected in any forward-looking statements are reasonable, they involve known and unknown risks and uncertainties, are not guarantees of future performance, and actual results, performance or achievements may differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements and any or all of our forward-looking statements may prove to be incorrect. Consequently, no forward-looking statements may be guaranteed and there can be no assurance that the actual results or developments anticipated by such forward looking statements will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, Bally Technologies, Inc. (the “Company”) or its business or operations. Factors which could cause our actual results to differ from those projected or contemplated in any such forward-looking statements include, but are not limited to, the following factors: (1) the risk that the conditions to the closing of the merger are not satisfied (including a failure of the shareholders of the Company to approve, on a timely basis or otherwise, the merger and the risk that regulatory approvals required for the merger are not obtained, on a timely basis or otherwise, or are obtained subject to conditions that are not anticipated); (2) litigation relating to the merger; (3) uncertainties as to the timing of the consummation of the merger and the ability of each of the Company and Scientific Games to consummate the merger; (4) risks that the proposed transaction disrupts the current plans and operations of the Company; (5) the ability of the Company to retain and hire key personnel; (6) competitive responses to the proposed merger; (7) unexpected costs, charges or expenses resulting from the merger; (8) the failure by Scientific Games to obtain the necessary debt financing arrangements set forth in the commitment letter received in connection with the merger; (9) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the merger; and (10) legislative, regulatory and economic developments. The foregoing review of important factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the risk factors included in the Company’s most recent Annual Report on Form 10-K for the year ended June 30, 2013, as supplemented by the risks described Part II, Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2013, and our more recent reports filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company can give no assurance that the conditions to the Merger will be satisfied. Except as required by applicable law, the Company undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

Additional Information and Where to Find It

This communication is being made in respect of the proposed transaction involving the Company and Scientific Games. The proposed transaction will be submitted to the shareholders of the Company for their consideration. In connection with the proposed transaction, the Company will prepare a proxy statement to be filed with the SEC. The Company and Scientific Games also plan to file with the SEC other documents regarding the proposed transaction. THE COMPANY’S SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. When completed, a definitive proxy statement and a form of proxy will be mailed to the shareholders of the Company. The Company’s shareholders will be able to obtain, without charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov. The Company’s shareholders will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by going to the Company’s Investor Relations website page at http://investor.ballytech.com or by contacting Investor Relations by mail to Bally Technologies, Inc., Attn: Investor Relations, 6650 S. El Camino Road, Las Vegas, Nevada 89118.

Participants in Solicitation

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders with respect to the meeting of shareholders that will be held to consider the proposed Merger. Information about the Company’s directors and executive officers and their ownership of the Company’s common stock is set forth in the proxy statement for the Company’s 2013 Annual Meeting of Shareholders, which was filed with the SEC on October 28, 2013. Shareholders may obtain additional information regarding the interests of the Company and its directors and executive officers in the proposed Merger, which may be different than those of the Company’s shareholders generally, by reading the proxy statement and other relevant documents regarding the proposed Merger, when it becomes available. You may obtain free copies of this document as described in the preceding paragraph.

Item 9.01. Financial Statements and Exhibits.

(d)  Exhibits.

99.1	Press Release of Bally Technologies, Inc., dated August 1, 2014
99.2	Letter to Employees distributed on August 1, 2014 by Bally Technologies, Inc.
99.3	Frequently Asked Questions distributed on August 1, 2014 by Bally Technologies, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SHFL entertainment, Inc.
Date: August 1, 2014	By:	/S/ KATHRYN S. LEVER
		Kathryn S. Lever Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Press Release of Bally Technologies, Inc., dated August 1, 2014
99.2	Letter to Employees distributed on August 1, 2014 by Bally Technologies, Inc.
99.3	Frequently Asked Questions distributed on August 1, 2014 by Bally Technologies, Inc.

EX-99.1

Exhibit 99.1

	FOR IMMEDIATE RELEASE

Scientific Games to Acquire Bally Technologies

In Transaction Valued at $5.1 Billion

Combination Will Expand Global Capabilities to Deliver Innovative Gaming, Lottery and Social Content, World-Class Systems Solutions and Value-added Services

Across Multiple Distribution Channels and Platforms

Transaction Expected to be Immediately Accretive

to Scientific Games’ EPS and Cash Flow

$220 Million in Annual Cost Synergies and $25 Million in Annual Capital Expenditure Savings

Anticipated to be Realized by End of Second Year After Closing

Conference Call Today at 8:30 am EDT, (866) 318-8617

New York and Las Vegas, August 1, 2014 – Scientific Games Corporation (Nasdaq: SGMS) (“Scientific Games”) and Bally Technologies, Inc. (NYSE: BYI) (“Bally”) today announced that the companies have entered into a definitive merger agreement whereby Scientific Games has agreed to acquire all of the outstanding Bally common stock for $83.30 in cash per share, which represents a 38 percent premium to Bally’s closing stock price on July 31, 2014. The aggregate transaction value is approximately $5.1 billion, including the refinancing of approximately $1.8 billion of existing Bally net debt. The transaction was unanimously approved by the boards of directors of the two companies.

“The acquisition of Bally provides us with a unique opportunity to combine two exceptional companies with long track records of creating leading-edge games and gaming technology products for players and delivering innovative solutions to our customers,” said Gavin Isaacs, Scientific Games’ President and Chief Executive Officer. “With leading gaming, lottery, and interactive content, world-class systems capabilities and table game offerings, we believe that the combined company will be uniquely positioned as a strategic partner for gaming and lottery operators, offering a highly diversified suite of value-enhancing products and services across multiple worldwide distribution channels and platforms.”

“Having worked side-by-side with the talented teams at Bally and more recently Scientific Games, I am confident this combination brings together best-of-breed cultures and is occurring at a truly opportune time as both companies are committed to bringing the highest value products and services to customers,” continued Mr. Isaacs. “The combined company will feature world-class research and development capabilities, an expanded base of recurring revenues and greater worldwide penetration in key geographies, including the AustralAsia region. In addition to the strategic value of the transaction to our customers, we expect to create significant shareholder value as the transaction is expected to deliver immediate earnings and cash flow accretion and will allow us to meaningfully reduce our leverage over the next three to four years. Reflecting both organizations’ recent post-merger integration successes, we have identified and expect to realize $220 million in annual cost synergies and $25 million of annual capital expenditure savings by the end of the second year following the closing of the transaction.”

“The combination with Scientific Games will benefit our customers and shareholders,” said Richard Haddrill, Bally’s Chief Executive Officer. “Increased scale, geographic diversity and product development capabilities will create a new runway of growth opportunities through new products and a comprehensive portfolio of customer-focused solutions.  This transaction delivers immediate value to our shareholders, and the highest share price in our history. We look forward to working with our new colleagues at Scientific Games to execute a detailed integration plan to realize customer satisfaction and additional value.”

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Expanded Portfolio and Improved Operating Efficiencies

The transaction would expand Scientific Games’ portfolio of products and solutions to include leading casino management systems and table products, including automatic shufflers, proprietary table games and electronic table systems. It would also expand the range of Scientific Games’ social and real-money iGaming and iLottery products and services. This expanded portfolio is expected to position Scientific Games to better cross-utilize content and technology across the lottery, gaming and interactive sectors to propel future growth.

The combined company is expected to have world-class global sourcing, production, engineering and product development capabilities, as well as a large installed global base of diverse recurring revenue products and services. Scientific Games and Bally generated combined revenue of approximately $3.0 billion in the 12-month period ended March 31, 2014.

Scientific Games expects to achieve the anticipated $220 million of cost synergies and $25 million of capital expenditure savings by consolidating operations and generating efficiencies in the areas of manufacturing, engineering, field and customer service and administrative operations. Scientific Games anticipates incurring $75 million of costs to achieve the cost synergies and $40 million in capital costs to complete the integration of the companies. In addition, the combined company is expected to benefit from accelerated utilization of various tax attributes against U.S.-based pre-tax income.

Transaction Terms

Scientific Games would acquire all of the outstanding shares of Bally for $83.30 per share in cash, for a total transaction value of approximately $5.1 billion, including net debt of approximately $1.8 billion. The acquisition would be financed with debt and cash on hand and Scientific Games has obtained committed debt financing for the transaction, which is not subject to a financing contingency.

The acquisition is subject to customary closing conditions, including receipt of Bally shareholder approval and antitrust and gaming regulatory approvals, and is currently expected to be completed in early 2015. Scientific Games and Bally are both licensed in more than 300 gaming jurisdictions worldwide, which is expected to help facilitate obtaining the required gaming regulatory approvals.

Upon closing of the transaction, Mr. Isaacs will continue as President and Chief Executive Officer of Scientific Games, and it is anticipated that Mr. Haddrill and David Robbins, Chairman of the Board of Directors of Bally, will join the board of directors of Scientific Games, with Mr. Haddrill anticipated to serve as Vice Chairman.

Financial and Legal Advisory

BofA Merrill Lynch, Deutsche Bank Securities Inc. and J.P. Morgan served as the financial advisors to Scientific Games and Cravath, Swaine & Moore LLP served as the legal advisor to Scientific Games for the transaction. BofA Merrill Lynch, J.P. Morgan and Deutsche Bank Securities Inc. provided the committed debt financing for the transaction, and Latham & Watkins LLP served as the legal advisor to Scientific Games for such financing.

Macquarie Capital served as lead financial advisor and Groton Partners served as co-financial advisor to Bally and Skadden, Arps, Slate, Meagher & Flom LLP served as the legal advisor to Bally.

Conference Call Details

Scientific Games management is hosting a conference call today, August 1, at 8:30 am EDT to review the proposed transaction. To access the call live via a listen-only webcast, please visit www.scientificgames.com and click on the webcast link under the Investors section. To access the call by telephone, please dial (866) 318-8617 (U.S. and Canada) or +1 (617) 399-5136 (international). The conference ID is SGMS. A replay of the webcast will be archived in the Investors section on our website.

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A presentation that will be reviewed on the call will be available in the Investors section on the Scientific Games website prior to the call. A replay of the webcast and accompanying presentation will be archived in the Investors section on the Scientific Games website.

About Scientific Games

Scientific Games Corporation (NASDAQ: SGMS) is a leading developer of technology-based products and services and associated content for worldwide gaming and lottery markets. The Company’s portfolio includes instant and draw-based lottery games; electronic gaming machines and game content; server-based lottery and gaming systems; sports betting technology; loyalty and rewards programs; and social, mobile and interactive content and services. For more information, please visit: www.scientificgames.com.

About Bally Technologies

Founded in 1932, Bally Technologies (NYSE: BYI) provides the global gaming industry with innovative games, table game products, systems, mobile, and iGaming solutions that drive revenue and provide operating efficiencies for gaming operators. For more information, please visit http://www.ballytech.com. Connect with Bally on Facebook, Twitter, YouTube, LinkedIn, and Pinterest.

Company Contacts

Investor Relations:

Scientific Games: Bill Pfund +1 847-785-3167

Vice President, Investor Relations

bill.pfund@scientificgames.com

Bally: Mike Carlotti +1 702-532-7995

Vice President of Treasury and Investor Relations

mcarlotti@ballytech.com

Media Relations:

Scientific Games: Mollie Cole +1 773-961-1194

Director, Corporate Communications

mollie.cole@scientificgames.com

Bally: Laura Olson-Reyes +1 702-532-7742

Senior Director, Marketing & Corporate Communications

lolson-reyes@ballytech.com

Bally: Mike Trask +1 702-532-7451

Senior Manager, Corporate Communications

mtrask@ballytech.com

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements describe future expectations, plans, results or strategies and can often be identified by the use of terminology such as “may,” “will,” “estimate,” “intend,” “plan,” “continue,” “believe,” “expect,” “anticipate,” “estimate,” “should,” “could,” “potential,” “opportunity,” or similar terminology. These statements are based upon management’s current expectations, beliefs, assumptions and estimates and are not guarantees of timing, future results or performance. Similarly, statements herein that describe the proposed transaction, including its financial impact, and other statements of management’s expectations, beliefs, assumptions, estimates and goals regarding the proposed transaction are forward-looking statements. It is uncertain whether any of the events or results anticipated by the forward-looking statements (including consummation of the proposed transaction) will transpire or occur, or if any of them do, what impact they will have on the results of operations and financial condition of the combined company or the price of Scientific Games’ or Bally’s stock. These forward-looking statements involve certain risks and uncertainties and other factors that could cause actual results to differ materially from those indicated in such forward-looking statements, including but not limited to: uncertainties as to the timing of the consummation of the proposed transaction and the ability of the parties to consummate the proposed transaction; the satisfaction of the conditions precedent to consummation of the proposed transaction, including the approval of Bally’s stockholders; the ability to obtain required regulatory and gaming approvals at all or in a timely manner; the ability to obtain the debt financing necessary to consummate the proposed transaction; litigation related to the proposed transaction; disruption of Bally’s or Scientific Games’ current plans and operations as a result of the proposed transaction; the ability of Bally or Scientific Games to retain and hire key personnel; competitive responses to the proposed transaction; unexpected costs, charges or expenses resulting from the proposed transaction; the ability of Scientific Games to successfully integrate Bally’s operations, product lines and technology; the ability of Scientific Games to implement its plans, forecasts and other expectations with respect to Bally’s business after the completion of the transaction and realize additional opportunities for growth and innovation; the ability of Scientific Games to realize the anticipated synergies from the proposed transaction in the anticipated amounts or within the anticipated timeframes or costs expectations or at all; the ability to maintain relationships with Scientific Games’ and Bally’s respective employees, customers, other business partners and governmental authorities; and the other risks, uncertainties and important factors contained and identified (including under the heading “Risk Factors”) in Scientific Games’ and Bally’s filings with the Securities and Exchange Commission (the “SEC”), such as their respective Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K, any of which could cause actual results to differ materially from the forward-looking statements. The forward-looking statements included in this press release are made only as of the date hereof and, except for Scientific Games’ and Bally’s ongoing obligations under U.S. federal securities laws, neither Scientific Games nor Bally undertakes any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise. Bally is responsible for the information in this press release concerning Bally and Scientific Games is responsible for the information in this release concerning Scientific Games. Readers are cautioned not to place undue reliance on any of these forward-looking statements. 

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Non-GAAP Financial Measures

Combined revenue as used herein is a non-GAAP measurement that is presented herein as a supplemental disclosure. As used herein, combined revenue reflects the arithmetic sum of Scientific Games’ pro forma revenue (giving effect to the acquisition of WMS Industries Inc.) and Bally’s pro forma revenue (giving effect to the acquisition of SHFL entertainment, Inc. and Dragonplay Ltd.) for the trailing 12-month period ended March 31, 2014. As used herein, combined revenue does not represent a “pro forma” amount determined in accordance with the SEC’s rules and regulations, including Article 11 of Regulation S-X, does not reflect any pro forma adjustments resulting from the proposed transaction, and should not be taken to represent how the companies would have performed on a historical basis had the acquired operations been included in the period presented, or how the companies will perform in any future period. This non-GAAP financial measure, as well as the other information in this press release, should be read in conjunction with Scientific Games’ and Bally’s financial statements filed with the SEC. 

Additional Information and Where to Find It

This communication is being made in respect of the proposed transaction involving Bally and Scientific Games. Bally intends to file with the SEC a proxy statement in connection with the proposed transaction with Scientific Games. Bally also intends to file with the SEC other documents regarding the proposed transaction. The definitive proxy statement will be sent or given to the stockholders of Bally and will contain important information about the proposed transaction and related matters. BALLY’S SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The proxy statement and other relevant materials (when they become available), and any other documents filed by Bally with the SEC, may be obtained free of charge at the SEC’s website, at www.sec.gov. In addition, security holders of Bally will be able to obtain free copies of the proxy statement from Bally by contacting Investor Relations by mail at Attn: Investor Relations, Bally Technologies, 6650 El Camino Road, Las Vegas, NV 89118.

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Participants in the Solicitation

Scientific Games and Bally and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in connection with the proposed merger. Information about Scientific Games’ directors and executive officers is included in Scientific Games’ Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on March 17, 2014 and the proxy statement for Scientific Games’ 2014 annual meeting of stockholders, filed with the SEC on April 30, 2014. Information about Bally’s directors and executive officers is included in Bally’s Annual Report on Form 10-K for the fiscal year ended June 30, 2013 filed with the SEC on August 28, 2013 and in the proxy statement for Bally’s 2013 annual meeting of stockholders, filed with the SEC on October 28, 2013. Additional information regarding these persons and their interests in the merger will be included in the proxy statement relating to the proposed merger when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.

# # #

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EX-99.2

Exhibit 99.2

August 1, 2014

Dear Bally Teammates,

Today we are taking another step forward to broaden Bally's growth opportunities by announcing that we are combining our business with Scientific Games Corporation (Scientific Games), a leading global gaming supplier. The acquisition of Bally by Scientific Gaming combines two best-in-class, customer-centric gaming companies with a shared commitment to innovation. Bally and Scientific Games have entered into a definitive agreement and plan of merger with the approval by both Boards of Directors. The news release, which was issued this morning, is attached to this letter.

Publicly traded on the NASDAQ, Scientific Games is a diversified, global organization that designs, manufactures, distributes, and operates innovative products and technology for the gaming and lottery industries. With approximately 5,200 employees around the globe, Scientific Games has been at the forefront of gaming and lottery innovation for more than 40 years, and acquired WMS just last year. They are renowned for their ownership of great content, technologies, and global brands that still have plenty of room to grow – much like us. And like Scientific Games, Bally has a history of innovation and technological excellence underscored by the introduction of numerous industry game changers.

There has been a great deal of gaming industry activity in the past year: Scientific Games’ purchase of WMS, Pinnacle’s merger with Ameristar, of course Bally’s combination with SHFL entertainment, and in the last month, the announcements of Aristocrat’s pending acquisition of VGT and GTECH’s pending acquisition of IGT.

As part of our fiduciary responsibility to our shareholders, our Board of Directors regularly evaluates a variety of options and alternatives in considering what is in the best interests of the company and our shareholders. We think this is the right time to join forces with Scientific Games because there is a unique opportunity to combine each other's strengths. We are confident that together we will become a collectively larger, stronger company that will best position the organization for the future.

Together, we each bring highly skilled and talented organizations with solid business infrastructures and sound fundamentals. I believe that Bally and Scientific Games share similar visions: building the industry’s leading technology supplier to the casino industry based on delivering best-in-class products and services to customers around the world.

Without this acquisition, we are great company comprised of very special people. With this transaction, I am confident that we will not only remain a great company, but that we will accelerate our potential, creating exciting future opportunities for the combined businesses. Scientific Games has made it very clear that the caliber of our people and our culture were key factors in their decision to move forward with Bally.

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We realized that this is another significant change for our organization. I know everyone is wondering what this will mean for careers, benefits, and compensation. In a situation like this, there are always some uncertainties, but there are always opportunities as well. We are committed to communicating honestly and openly with you by providing frequent updates on the transaction. I encourage you to refer to the Frequently Asked Questions (FAQ) that are also attached to this letter. I’ll be scheduling a series of global informational telephonic meetings; the exact times and dial-in information will be emailed in advance.

Before we close the transaction, we must obtain approval by our shareholders and other customary regulatory approvals. The parties currently anticipate the acquisition to close in early 2015.

Until the transaction is complete, Bally and Scientific Games will remain separate companies and it will be business as usual for all of us. The key to our success has been – and will continue to be – you. As we move forward, we ask that you continue to focus on your day-to-day responsibilities as they relate to our goals and strategies and to continue providing our customers with the industry-leading solutions and services they expect from Bally.

You have all played a meaningful role in building the great history of Bally over the past 82 years. Today’s announcement builds on our proud legacy and provides us with more opportunity than ever before to do what we do best. I am very proud of what we have accomplished together and I’m excited for Bally's next chapter.

I’m hosting a short call at 9:30 a.m. PDT today for all employees. I encourage you to join and learn a little bit more about why this announcement is so important for our future.

Sincerely,

Richard Haddrill

Forward-Looking Statements

This communication may contain forward-looking statements. Forward-looking statements may be typically identified by such words as “may,” “will,” “should,” “would,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend,” and other similar expressions among others. Although we believe the expectations reflected in any forward-looking statements are reasonable, they involve known and unknown risks and uncertainties, are not guarantees of future performance, and actual results, performance or achievements may differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements and any or all of our forward-looking statements may prove to be incorrect. Consequently, no forward-looking statements may be guaranteed and there can be no assurance that the actual results or developments anticipated by such forward looking statements will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, Bally Technologies, Inc. (the “Company”) or its business or operations. Factors which could cause our actual results to differ from those projected or contemplated in any such forward-looking statements include, but are not limited to, the following factors: (1) the risk that the conditions to the closing of the merger are not satisfied (including a failure of the shareholders of the Company to approve, on a timely basis or otherwise, the merger and the risk that regulatory approvals required for the merger are not obtained, on a timely basis or otherwise, or are obtained subject to conditions that are not anticipated); (2) litigation relating to the merger; (3) uncertainties as to the timing of the consummation of the merger and the ability of each of the Company and Scientific Games Corporation (“SGMS”) to consummate the merger; (4) risks that the proposed transaction disrupts the current plans and operations of the Company; (5) the ability of the Company to retain and hire key personnel; (6) competitive responses to the proposed merger; (7) unexpected costs, charges or expenses resulting from the merger; (8) the failure by SGMS to obtain the necessary debt financing arrangements set forth in the commitment letter received in connection with the merger; (9) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the merger; and (10) legislative, regulatory and economic developments. The foregoing review of important factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the risk factors included in the Company’s most recent Annual Report on Form 10-K for the year ended June 30, 2013, as supplemented by the risks described Part II, Item 1A of our Quarterly Report of Form 10-Q for the fiscal quarter ended December 31, 2013, and our more recent reports filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company can give no assurance that the conditions to the Merger will be satisfied. Except as required by applicable law, the Company undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

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Additional Information and Where to Find It

This communication is being made in respect of the proposed transaction involving the Company and SGMS. The proposed transaction will be submitted to the shareholders of the Company for their consideration. In connection with the proposed transaction, the Company will prepare a proxy statement to be filed with the SEC. The Company and SGMS also plan to file with the SEC other documents regarding the proposed transaction. THE COMPANY’S SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. When completed, a definitive proxy statement and a form of proxy will be mailed to the shareholders of the Company. The Company’s shareholders will be able to obtain, without charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov. The Company’s shareholders will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by going to the Company’s Investor Relations website page at http://investor.ballytech.com or by contacting Investor Relations by mail to Bally Technologies, Inc., Attn: Investor Relations, 6650 El Camino Road; Las Vegas, NV 89118.

Participants in Solicitation

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders with respect to the meeting of shareholders that will be held to consider the proposed Merger. Information about the Company’s directors and executive officers and their ownership of the Company’s common stock is set forth in the proxy statement for the Company’s 2013 Annual Meeting of Shareholders, which was filed with the SEC on October 28, 2013. Shareholders may obtain additional information regarding the interests of the Company and its directors and executive officers in the proposed Merger, which may be different than those of the Company’s shareholders generally, by reading the proxy statement and other relevant documents regarding the proposed Merger, when it becomes available. You may obtain free copies of this document as described in the preceding paragraph.

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EX-99.3

Exhibit 99.3

Frequently Asked Questions

Bally Technologies – Scientific Games Acquisition

What are the key terms of the acquisition?

Bally Technologies and Scientific Games announced a definitive agreement to combine our companies, which was approved by both Boards of Directors. Upon the close of the transaction, which is subject to obtaining required antitrust and gaming regulatory approvals, Bally shareholder approval, and other customary closing conditions, Scientific Games will pay $83.30 per common share in cash to Bally shareholders. This price represents a 38 percent premium to Bally’s closing price on July 31, 2014.

The announcement was a surprise. Why did Bally agree to the transaction?

The acquisition was kept confidential in keeping with public company protocols. Strategically, the combined company allows for incremental growth in terms of product offerings and geographic reach. We think that now is the right time to join forces with Scientific Games because there is a unique opportunity to combine each other's strengths and this also represents a good opportunity for our shareholders to receive a meaningful premium on their investment in Bally. Merging with Scientific Games will create a collectively larger, stronger organization that we believe will best maximize long-term growth opportunities for the future.

Could we have continued on the same strategic path without this acquisition?

We have been growing at an impressive pace and have capitalized on several opportunities in our marketplace, in particular with our successful integration of SHFL entertainment, leading systems business, strong Illinois VLT presence, and recent entry into social gaming. This acquisition provides us with an opportunity to accelerate growth prospects, provide increased value to our shareholders, and allow for organizational growth on a much larger scale.

When will the acquisition be completed?

While we do not know the exact date of the close of the transaction, it is currently expected to be completed in early 2015. Certain antitrust and regulatory approvals are required, as well as Bally shareholder approval and the satisfaction of other customary closing conditions.

What happens during the time we are waiting for the transaction to close?

It is business as usual until the acquisition officially closes. There will be a great deal of activity during this time. First and foremost, we must continue to operate our business as usual and stay focused on our near- and long-term goals, including achieving our strategic objectives for fiscal 2015. A general rule of thumb is to stay focused on current business, continue to provide excellent service to our customers, and ensure support of new business opportunities.

Scientific Games will take the lead in planning the integration of our businesses, and they will review processes and procedures to find synergies in how we both conduct business. We expect to provide more details regarding the integration in the coming weeks.

What happens if the acquisition does not close?

If the transaction does not close, it is business as usual. We can’t “wait” during this period to conduct business – continue on.

Can I talk about the acquisition?

Information that is already public knowledge (i.e. disseminated via news release or SEC filings) may be discussed. If you have non-public information, are working on integration plans, or have additional knowledge of the acquisition, please keep your discussions contained to work teammates that already have the same knowledge.

Please avoid discussions about what might be happening or speculate about the future state of the combined companies. These types of rumors – spreading or listening ━are often inaccurate and will only unnecessarily hurt employee morale.

We promise to continue to communicate facts when we know them and to increase the frequency of town hall-style communication.

Will my job be affected by the acquisition?

One of the main reasons our Company has been so successful is because of the strength of all of our people. Scientific Games recognizes and appreciates this fact. Please remember that certain of our businesses, such as systems and table products, are totally new to Scientific Games.

With that said, the combination of a few shared services functions may result in a loss of some positions and may also open up opportunities for new positions and expanded roles. Scientific Games has said that where there are two qualified people for the same role they intend to select the best fit for the role, regardless of the individuals’ corporate origin. At this juncture, it is too early to predict the impact of the transaction on any particular roles.

Will Richard Haddrill and other senior leaders in the organization remain with the Company after the acquisition?

At this point, we do not know the future status of our current senior leadership; however, our senior management is committed to seeing the transaction through to completion. Richard Haddrill is expected to join the Board of Directors of Scientific Games as Vice Chairman.

Will pay and/or benefits be changed after the transaction closes?

We expect employees of both organizations to be treated the same over time. We will be putting out information fact sheets soon that provide more details on compensation, bonuses, and equity treatment under the acquisition agreement.

Will Scientific Games keep operations in Las Vegas?

While no decisions have been made regarding the structure of operations in North America, we anticipate that the combined companies will continue to have a significant presence in Las Vegas after closing.Will the way we do business change after the acquisition closes?

Change is inevitable in business; however, we believe the combined companies will form a very strong culture. The values of both Bally and Scientific Games are linked to integrity, performance, growth, and customer service. Both companies have a customer-centric focus and are committed to innovation.

If I have questions, with whom should I talk?

If you have questions, please ask them! Please email or call your direct manager. If he or she does not have the answer right away, they will be sure to investigate and follow up with you.

When will we know more?

When we have new information we will communicate it as soon as possible. And even if we do not have any new information, we will continue to communicate frequently.

Forward-Looking Statements

This communication may contain forward-looking statements. Forward-looking statements may be typically identified by such words as “may,” “will,” “should,” “would,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend,” and other similar expressions among others. Although we believe the expectations reflected in any forward-looking statements are reasonable, they involve known and unknown risks and uncertainties, are not guarantees of future performance, and actual results, performance or achievements may differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements and any or all of our forward-looking statements may prove to be incorrect. Consequently, no forward-looking statements may be guaranteed and there can be no assurance that the actual results or developments anticipated by such forward looking statements will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, Bally Technologies, Inc. (the “Company”) or its business or operations. Factors which could cause our actual results to differ from those projected or contemplated in any such forward-looking statements include, but are not limited to, the following factors: (1) the risk that the conditions to the closing of the merger are not satisfied (including a failure of the shareholders of the Company to approve, on a timely basis or otherwise, the merger and the risk that regulatory approvals required for the merger are not obtained, on a timely basis or otherwise, or are obtained subject to conditions that are not anticipated); (2) litigation relating to the merger; (3) uncertainties as to the timing of the consummation of the merger and the ability of each of the Company and Scientific Games Corporation (“SGMS”) to consummate the merger; (4) risks that the proposed transaction disrupts the current plans and operations of the Company; (5) the ability of the Company to retain and hire key personnel; (6) competitive responses to the proposed merger; (7) unexpected costs, charges or expenses resulting from the merger; (8) the failure by SGMS to obtain the necessary debt financing arrangements set forth in the commitment letter received in connection with the merger; (9) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the merger; and (10) legislative, regulatory and economic developments. The foregoing review of important factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the risk factors included in the Company’s most recent Annual Report on Form 10-K for the year ended June 30, 2013, as supplemented by the risks described Part II, Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2014, and our more recent reports filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company can give no assurance that the conditions to the Merger will be satisfied. Except as required by applicable law, the Company undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

Additional Information and Where to Find It

This communication is being made in respect of the proposed transaction involving the Company and SGMS. The proposed transaction will be submitted to the shareholders of the Company for their consideration. In connection with the proposed transaction, the Company will prepare a proxy statement to be filed with the SEC. The Company and SGMS also plan to file with the SEC other documents regarding the proposed transaction. THE COMPANY’S SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. When completed, a definitive proxy statement and a form of proxy will be mailed to the shareholders of the Company. The Company’s shareholders will be able to obtain, without charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov. The Company’s shareholders will also be able to obtain, without charge, a copy of the proxy statement and other relevant documents (when available) by going to the Company’s Investor Relations website page at http://investor.ballytech.com or by contacting Investor Relations by mail to Bally Technologies, Inc., Attn: Investor Relations, 6650 El Camino Road; Las Vegas, NV 89118.

Participants in Solicitation

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders with respect to the meeting of shareholders that will be held to consider the proposed Merger. Information about the Company’s directors and executive officers and their ownership of the Company’s common stock is set forth in the proxy statement for the Company’s 2013 Annual Meeting of Shareholders, which was filed with the SEC on October 28, 2013. Shareholders may obtain additional information regarding the interests of the Company and its directors and executive officers in the proposed Merger, which may be different than those of the Company’s shareholders generally, by reading the proxy statement and other relevant documents regarding the proposed Merger, when it becomes available. You may obtain free copies of this document as described in the preceding paragraph.