Bally's Chicago Inc.
07/16/2026 | Press release | Distributed by Public on 07/16/2026 15:05
Material Agreement, Private Placement, Corporate Action, Amendments to Bylaws (Form 8-K)
Item 1.01 Entry into a Material Definitive Agreement.
On July 10, 2026, Bally's Chicago Holding Company, LLC, a Delaware limited liability company (the "Holding Company"), being the majority stockholder of Bally's Chicago, Inc., (the "Company"), executed a written consent in lieu of a stockholder meeting pursuant to Section 228 of the DGCL and the Company's existing governing documents.
By written consent, the Holding Company approved the Company's Third Amended and Restated Certificate of Incorporation, which authorizes two new classes of Class A common stock, Class A-5 common stock (the "Class A-5 Interests") and Class A-6 common stock (the "Class A-6 Interests"), each with a par value of $0.001 per share, in connection with a third tranche of the Company's private placement (the "Private Placement"). Purchase prices of the Class A-5 Interests and Class A-6 Interests were $12,500 per share and $8,333 per share, respectively. The Class A-5 Interests and Class A-6 Interests are each paired with an attributable non-recourse subordinated loan, at a rate of 11% per annum, owed by the Company to the Holding Company, bringing the total stated value of each Interest to $25,000.
On July 10, 2026, in connection with the Private Placement, the Company entered into an LLC interests subscription agreement with Bally's Chicago Operating Company (the "Operating Company"), an indirect majority owned subsidiary of the Company, purchasing 100 additional LLC interests of the Operating Company.
Item 3.02 Unregistered Sales of Equity Securities.
On July 10, 2026, through its Private Placement, the Company sold a total of 63 Class A Interests to certain accredited investors, consisting of 30 shares of Class A-4 common stock ("Class A-4 Interests"), two Class A-5 Interests, and 31 Class A-6 Interests. The Company also sold an additional 100 shares of Class A-4 Interests to the Holding Company at a purchase price of $25,000 per share.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 1.01 and Item 3.02 of this Current Report on Form 8-K is incorporated by reference under this Item 3.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference under this Item 5.03.
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