Amended Tender Offer Statement by Issuer (sc To-i/a)
27 Julho 2022 - 8:36AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR
13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
BALLY’S CORPORATION
(Name of Subject Company (Issuer) and Filing
Person (Offeror))
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
05875B106
(CUSIP Number of Class of Securities)
Robert
Lavan
Chief Financial Officer
Bally’s Corporation
100 Westminster Street
Providence, Rhode Island 02903
(401) 475-8474
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person)
Copy to:
Robert A. Profusek
Rory T. Hood
Jones Day
250 Vesey Street
New York, New York 10281
(212) 326-3939
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¨ Check
the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
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Check the appropriate boxes below to designate any transactions to which the statement relates: |
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¨ third
party tender offer subject to Rule 14d-1. |
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x issuer
tender offer subject to Rule 13e-4. |
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¨ going-private
transaction subject to Rule 13e-3. |
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¨ amendment
to Schedule 13D under Rule 13d-2. |
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Check the following box if the filing is a final amendment reporting the results of the tender offer: x
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If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon: |
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¨ Rule 13e-4(i) (Cross-Border
Issuer Tender Offer) |
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¨ Rule 14d-1(d) (Cross-Border
Third-Party Tender Offer) |
This Amendment No. 4 (this “Amendment”)
amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) originally filed with the Securities
and Exchange Commission by Bally’s Corporation (“Bally’s”), on June 24, 2022, to purchase for cash its common
shares, par value $0.01 per share (“Shares”), for an aggregate purchase price of not more than $190 million, at a per Share
purchase price of not less than $19.25 nor greater than $22.00 per Share, on the terms and subject to the conditions described in the
Offer to Purchase dated June 24, 2022 (the “Offer to Purchase”), a copy of which was filed as Exhibit (a)(1)(A) to
the Schedule TO, and in the related Letter of Transmittal (the “Letter of Transmittal” and, together with the Offer to Purchase,
as they may be amended or supplemented from time to time, the “Offer”), a copy of which was filed as Exhibit (a)(1)(B) to
the Schedule TO.
This Amendment amends and supplements the Schedule
TO. Only items amended or supplemented are reported in this Amendment and except as provided herein, the information contained in the
Schedule TO remains unchanged.
| Item 11. | Additional Information. |
Item 11 of the Schedule TO is hereby amended and supplemented as follows:
On July 27, 2022, Bally’s issued a press
release announcing the final results of the Offer, which expired at 12:00 midnight, New York City time, at the end of the day on July
22, 2022. A copy of such press release is filed as Exhibit (a)(5)(D) hereto and is incorporated by reference into Item 11 of this Schedule
TO.
Item 12 of the Schedule TO is hereby amended and supplemented by adding
the following exhibit:
*Filed herewith.
SIGNATURE
After due 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.
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BALLY’S CORPORATION |
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By: |
/s/ Robert M. Lavan |
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Robert M. Lavan |
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Chief Financial Officer |
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Date: |
July 27, 2022 |
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