Bally's Corp 8-K

What Happened
Bally’s Corporation reported that its majority‑owned, Greek listed subsidiary Bally’s Intralot S.A. reached agreement to acquire Evoke PLC via a recommended all‑share scheme or a cash alternative, under a Cooperation Agreement dated June 5, 2026. Bally’s Corp (through its subsidiaries) holds approximately 59.44% of Bally’s Intralot as of March 31, 2026 and has agreed to vote its holdings in favor of the resolutions needed to complete the Acquisition. The deal values Evoke’s equity at about £243.1 million and is expected to close between Q4 2026 and Q1 2027, subject to shareholder approvals and customary regulatory clearances (including gaming, antitrust, and foreign direct investment approvals).

Key Details

• Consideration: 0.537 new Bally’s Intralot shares per Evoke share (Shares Offer), implying ~52 pence per Evoke share based on Bally’s Intralot price of €1.12; alternative option of 52 pence cash per Evoke share.
• Cash cap: Maximum aggregate cash available under the Cash Alternative is £117.1 million.
• Financing: Up to €200 million bridge facility from Deutsche Bank and Jefferies to fund cash alternative; commitments for a five‑year second‑lien term facility (up to EUR equiv. £889M) led/underwritten by TPG BD Finance, Oaktree and OHA; additional commitments include a £157M senior facility and an increase of Evoke’s revolving facility to £220M (subject to conditions).
• Limited undertakings: Bally’s Intralot won’t provide guarantees or collateral for the second‑lien facility, but will fund (i) a mandatory repayment obligation (EUR equiv. £200M) by Dec 31, 2027 and (ii) up to £50M of certain synergy‑related costs (conditions apply).
• Approvals & governance: Acquisition requires Evoke shareholder approval of the scheme and Bally’s Intralot shareholder approval to issue new shares; Bally’s Corp will vote its Bally’s Intralot shares in favor. Cooperation Agreement filed as Exhibit 10.1 to the 8‑K.

Why It Matters
This transaction would expand Bally’s Intralot’s scale and consolidate its position in the European gaming/technology sector by acquiring a ~£243M company. For investors, key implications include potential dilution to existing Bally’s Intralot shareholders from the share issuance, reliance on multiple financing facilities (including a bridge) to fund cash elections and to refinance Evoke’s debt, and the need for several regulatory and shareholder approvals before closing. Bally’s Corp’s support (through its voting stake) is material to getting the required Bally’s Intralot approvals, but the deal’s completion still depends on customary conditions and clearances.