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FAIR VALUE MEASUREMENTS
6 Months Ended
Jun. 30, 2025
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS
The following tables summarize the Company’s assets and liabilities measured at fair value on a recurring basis. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement:
Successor
June 30, 2025
(in thousands)Balance Sheet LocationLevel 1Level 2Level 3
Assets:
Cash and cash equivalentsCash and cash equivalents$174,567 $— $— 
Restricted cashRestricted cash66,336 — — 
Fair value option equity method investmentsOther assets275,381 — — 
Investment in GLPI partnershipOther assets— 19,790 — 
The Star Investment - fair value option:
Subordinated NotesOther assets— — 84,978 
Convertible NotesOther assets— — 17,153 
Forward Obligation(1)
Prepaid expenses and other current assets— — 6,901 
Derivative assets not designated as hedging instruments:
Cross currency swapsPrepaid expenses and other current assets— 4,577 — 
Derivative assets designated as hedging instruments:
Interest rate contractsPrepaid expenses and other current assets— 83 — 
Total derivative assets at fair value— 4,660 6,901 
Total assets$516,284 $24,450 $109,032 
Liabilities:
Contingent considerationAccrued and other current liabilities$— $— $54,336 
Contingent considerationOther long-term liabilities— — 8,048 
Derivative liabilities not designated as hedging instruments:
Cross Currency SwapsOther long-term liabilities— 20,736 — 
Derivative liabilities designated as hedging instruments:
Interest rate contractsAccrued and other current liabilities— 3,931 — 
Interest rate contractsOther long-term liabilities— 37,753 — 
Cross currency swapsAccrued and other current liabilities— 4,366 — 
Cross currency swapsOther long-term liabilities— 51,868 — 
Total derivative liabilities at fair value— 118,654 — 
Total liabilities$— $118,654 $62,384 
__________________________________
(1)    The Forward Obligation is considered a derivative instrument not designated as hedging.
Predecessor
December 31, 2024
(in thousands)Balance Sheet LocationLevel 1Level 2Level 3
Assets:
Cash and cash equivalentsCash and cash equivalents$171,233 $— $— 
Restricted cashRestricted cash60,021 — — 
Investment in GLPI partnershipOther assets— 20,418 — 
Derivative assets not designated as hedging instruments
Cross currency swapsPrepaid expenses and other current assets— 4,871 — 
Cross currency swapsOther assets— 615 — 
Derivative assets designated as hedging instruments:
Interest rate contractsPrepaid expenses and other current assets— 340 — 
Interest rate contractsOther assets— 336 — 
Cross currency swapsPrepaid expenses and other current assets— 148 — 
Cross currency swapsOther assets— 13,181 — 
Total derivative assets at fair value— 19,491 — 
Total assets$231,254 $39,909 $— 
Liabilities:
Contingent considerationOther long-term liabilities$— $— $59,923 
Derivatives not designated as hedging instruments
Sinclair Performance WarrantsOther long-term liabilities— — 58,668 
Cross currency swapsOther long-term liabilities— 11,174 — 
Derivative liabilities designated as hedging instruments:
Interest rate contractsAccrued and other current liabilities— 1,855 — 
Interest rate contractsOther long-term liabilities— 13,372 — 
Cross currency swapsAccrued and other current liabilities— 1,189 — 
Cross currency swapsOther long-term liabilities— 1,624 — 
Total derivative liabilities at fair value— 29,214 58,668 
Total liabilities$— $29,214 $118,591 

The following tables summarize the changes in fair value of the Company’s Level 3 assets and liabilities:
Sinclair Performance WarrantsContingent ConsiderationFair value option loans receivable
(in thousands)Subordinated NotesConvertible NotesForward Obligation
Beginning as of December 31, 2024 (Predecessor)
$58,668 $59,923 $— $— $— 
Change in fair value1,180 786 — — — 
Ending as of February 7, 2025 (Predecessor)$59,848 $60,709 $— $— $— 
Beginning as of February 8, 2025 (Successor)$— $60,709 $— $— $— 
Change in fair value— — — — — 
Ending as of March 31, 2025 (Successor)
— 60,709 — — — 
Additions in the period (acquisition fair value)— — 70,291 13,429 — 
Change in fair value— 1,675 11,655 2,485 6,728 
Effect of foreign exchange— — 3,032 1,239 173 
Ending as of June 30, 2025 (Successor)
$— $62,384 $84,978 $17,153 $6,901 

(in thousands)Sinclair Performance WarrantsContingent Consideration
Beginning as of December 31, 2023 (Predecessor)
$44,703 $58,580 
Change in fair value— (1,835)
Ending as of March 31, 2024 (Predecessor)
$44,703 $56,745 
Change in fair value(6,317)1,040 
Ending as of June 30, 2024 (Predecessor)
$38,386 $57,785 
The gains (losses) recognized in the condensed consolidated statements of operations for derivative instruments were as follows:

Condensed Consolidated Statements of Operations LocationSuccessorPredecessor
(in thousands)Three Months Ended June 30, 2025Period from February 8, 2025 to June 30, 2025Period from January 1, 2025 to February 7, 2025Three Months Ended June 30, 2024Six Months Ended June 30, 2024
Derivatives not designated as hedging instruments
Sinclair Performance WarrantsOther non-operating income (expense), net$— $— $(1,180)$6,317 $6,317 
Cross Currency SwapsOther non-operating income (expense), net6,602 6,823 50 — — 
Derivatives designated as hedging instruments
Interest rate contractsInterest expense, net$898 $1,383 $(105)(2,809)(5,695)
Cross currency swapsInterest expense, net1,036 1,405 (1,325)(2,536)

Interest Rate Contracts and Cross Currency Swaps

The fair values of interest rate contracts and cross currency swap assets and liabilities are classified within Level 2 of the fair value hierarchy as the valuation inputs are based on estimates using currency spot and forward rates and standard pricing models that consider the value of future cash flows as of the balance sheet date, discounted to a present value using discount factors that match both the time to maturity and currency of the underlying instruments. These standard pricing models utilize inputs that are derived from or corroborated by observable market data such as interest rate yield curves as well as currency spot and forward rates. When designated as hedging instruments, changes in the fair value of these contracts are reported as a component of other comprehensive income (loss). When not designated as hedging instruments, changes in fair value of these contracts are reported within Other non-operating income (expense), net in the consolidated statements of operations.

Sinclair Performance Warrants

Sinclair Performance Warrants were accounted for as a derivative instrument classified as a liability within Level 3 of the hierarchy through February 7, 2024 (predecessor) as the warrants are not traded in active markets and are subject to certain assumptions and estimates made by management related to the probability of meeting performance milestones. These assumptions and the probability of meeting performance targets may have a significant impact on the value of the warrant. The Performance Warrants were valued using an option pricing model, considering the Company’s estimated probabilities of achieving the performance milestones for each tranche. Inputs to this valuation approach include volatility between 40% and 67%, risk free rates between 3.84% and 4.79%, the Company’s common stock price for each period and expected terms between 1.5 and 6.3 years. In connection with the Queen merger, as of February 7, 2025, all outstanding Performance Warrants became immediately exercisable at a price of $0.01 per share and were reclassified out of liabilities and into equity and are no longer measured at fair value. The fair value is recorded within Other long-term liabilities of the condensed consolidated balance sheets as of December 31, 2024 (predecessor).
Contingent Consideration

Contingent consideration related to acquisitions is recorded at fair value as a liability on the acquisition date and subsequently remeasured at each reporting date, based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The remeasurements are based primarily on the expected probability of achievement of the contingency targets which are subject to management’s estimates. These changes in fair value are recognized within “Other non-operating income (expense), net” of the condensed consolidated statements of operations.

In connection with the acquisition of Bally’s Golf Links on September 12, 2023, the Company recorded contingent consideration, which had a total fair value of $62.4 million as of June 30, 2025 (Successor). The amount included in purchase consideration is the fair value, under GAAP, of expected cash payments totaling up to $125 million to the seller, based upon future events, which are uncertain. The contingent consideration was recorded at fair value, using discounted cash flow analyses with level 3 inputs, and is remeasured quarterly, with fair value adjustments recognized in earnings, until the contingencies are resolved. Inputs to this valuation approach include the Company’s estimated probabilities of achieving the conditions for payment, expected terms between 0.8 and 1.3 Years, and discount rates of 6.6%. The settlement of the contingent consideration liabilities will be due to the seller in the event the license agreement is extended or if the Company is successful in its bid for a casino license.

Fair Value Option Equity Method Investment

The Company has a long-term investment in an unconsolidated entity which it accounts for under the equity method of accounting. The Company has elected the fair value option allowed by ASC 825, with respect to this investment. Under the fair value option, the investment is remeasured at fair value at each reporting period through earnings. The Company measures fair value using quoted prices in active markets that are classified within Level 1 of the hierarchy, with changes to fair value included within Other non-operating income (expense), net of the condensed consolidated statements of operations.

Investment in GLPI Partnership

The Company holds a limited partnership interest in GLP Capital, L.P., the operating partnership of GLPI. The investment is reported at fair value based on Level 2 inputs, with changes to fair value included within Other non-operating income (expense), net of the condensed consolidated statements of operations.

The Star Investment - Fair Value Option

As described in Note 2 “Summary of Significant Accounting Policies”, during the three months ended June 30, 2025 (Successor), the Company invested A$22.2 million of Convertible Notes and A$111.1 million of Subordinated Notes in The Star. These investments are accounted for as debt securities under ASC 320, Investments - Debt Securities, for which the Company has elected the fair value option allowed by ASC 825. Under the fair value option, the investment is remeasured at fair value at each reporting period, with changes in fair value included within Other non-operating income (expense), net. For the period ended June 30, 2025 (Successor), the Company recognized $0.9 million of interest income from the Star Investment, which it has elected to present as part of the total change in fair value. The company measures fair value using binomial lattice model as well as discounted cash flow model, classified within Level 3 of the hierarchy. Inputs to the valuation approach include the stock price and credit rating of The Star, volatility of 40%, recovery rate of 10%, risk free rate of 3.3%, and the Company’s estimate of the probability of default.

Long-Term Debt

The fair value of the Company’s Term Loan Facility and senior notes are estimated based on quoted prices in active markets and are classified as Level 1 measurements. The fair value of the Revolving Credit Facility approximates its carrying amount as it is revolving, variable rate debt, and is also classified as a Level 1 measurement. In the table below, the carrying amounts of the Company’s long-term debt are net of debt issuance costs and debt discounts. Refer to Note 15 “Long-Term Debt” for further information.
SuccessorPredecessor
 June 30, 2025
December 31, 2024
(in thousands)Carrying AmountFair ValueCarrying AmountFair Value
Term Loan Facility$1,782,446 $1,671,855 $1,858,800 $1,792,804 
11.00% Senior Secured Notes due 2028
480,544 500,390 — — 
5.625% Senior Notes due 2029
563,179 430,313 738,517 587,813 
5.875% Senior Notes due 2031
505,000 403,331 721,456 535,631