Schedule of Business Acquisitions, by Acquisition |
Certain adjustments have been made to Queen’s historical carrying values to conform accounting policies with the Company, with any such adjustments being recorded to equity. The preliminary purchase price of Queen is estimated based on the fair value of all existing and outstanding shares of Queen that were exchanged for shares of Company common stock, with the net effect of the transaction being charged to equity.
The preliminary purchase price of Queen and adjustment to equity resulting from the merger consists of the following: | | | | | | (in thousands, except share and per share data) | Amount | Queen common stock outstanding on February 7, 2025 | 10,967,117 | | Per share ratio | 2.45 | | Equivalent Bally’s common stock to be issued | 26,909,895 | | Bally’s common stock issued to settle Queen’s outstanding warrant and restricted stock awards | 3,542,201 | | Total Bally’s shares issued for Queen shares outstanding | 30,452,096 | | Share price per Merger Agreement | $ | 18.25 | | Total purchase price | $ | 555,751 | | Less: Queen net assets assumed | 217,027 | | | | Equity adjustment associated with the Queen merger | $ | 338,724 | |
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Schedule of Recognized Identified Assets Acquired and Liabilities Assumed |
The preliminary allocation of the purchase price is as follows: | | | | | | | | | | | | | | | | | | | As of February 7, 2025 | (in thousands) | Preliminary as of February 7, 2025 | | Year to Date Adjustments | | Preliminary as of June 30, 2025 | Cash and cash equivalents | $ | 173,550 | | | $ | — | | | $ | 173,550 | | Restricted cash | 57,352 | | | — | | | 57,352 | | Other current assets | 210,447 | | | — | | | 210,447 | | Property and equipment | 1,065,486 | | | (4,745) | | | 1,060,741 | | Right of use assets | 1,692,346 | | | 17,215 | | | 1,709,561 | | Goodwill | 1,555,354 | | | 9,131 | | | 1,564,485 | | Intangible assets | 1,866,963 | | | (7,542) | | | 1,859,421 | | Other assets | 131,457 | | | — | | | 131,457 | | Total current liabilities | (548,702) | | | — | | | (548,702) | | Lease liabilities | (1,823,153) | | | (17,215) | | | (1,840,368) | | Long-term debt | (2,914,688) | | | — | | | (2,914,688) | | Other long-term liabilities | (510,765) | | | 3,156 | | | (507,609) | | Net assets acquired | $ | 955,647 | | | $ | — | | | $ | 955,647 | |
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Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination |
The Company recorded intangible assets based on estimates of fair value which consisted of the following: | | | | | | | | | | | | | | | | | | | | | | | Valuation Approach | | Estimated Useful Life (in years) | | Estimated Fair Value | Gaming licenses | | Greenfield Method | | 16 | | $ | 759,041 | | Customer relationships | | Multi-period Excess earnings method | | 4 | | 349,980 | | Developed technology | | Relief from royalty method | | 5 | | 253,200 | | Trade names | | Relief from royalty method | | 12 | | 74,700 | | Intellectual property license | | Relief from royalty method | | 7 | | 141,000 | | Indefinite lived trade names | | Relief from royalty method | | Indefinite | | 281,500 | | Total fair value of intangible assets | | | | | | $ | 1,859,421 | |
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