Bally's Corp

7. BUSINESS COMBINATIONS

Intralot Transaction

As described in Note 1 “General Information”, the Company completed the Intralot Transaction on October 8, 2025, with the

Company obtaining a controlling financial interest in Intralot and retaining control of Bally’s International Interactive. The

transaction with Intralot was accounted for as a business combination in accordance with ASC 805, with the Company as the

accounting acquirer.

Intralot is a global gaming technology and services company that provides integrated lottery systems, sports betting solutions

and interactive gaming platforms to state-licensed gaming operators worldwide. The Intralot Transaction expands the

Company’s international gaming and technology footprint, enhances its digital and sports betting capabilities, and strengthens

its position as a vertically integrated gaming and entertainment operator, which aligns with the Company’s broader strategic

initiatives.

The preliminary fair value of the transaction consideration for the Company’s 57.9% interest in Intralot as of the Closing Date

was approximately$1.6 billion, which represents the fair value of Intralot shares issued to the Company plus the Company’s

pre-existing investment in Intralot of approximately$280.6 million as of the Intralot Closing Date. As disclosed in Note 2,

“Summary of Significant Accounting Policies,” the Company’s previous investment in Intralot was accounted for as an equity

method investment under the fair value option and was adjusted to fair value immediately prior to closing of the transaction.

The preliminary allocation of the purchase price is as follows:

The purchase consideration has been allocated to the tangible and identifiable intangible assets acquired and liabilities assumed

based upon their preliminary estimated fair values as of the acquisition date, with the excess of the purchase consideration over

the aggregate net fair values recorded as goodwill, which is not deductible for tax purposes. Qualitative factors that contribute

to the recognition of goodwill include an organized workforce and expected synergies from future cost savings and revenue

driven by the integration of Bally’s intellectual property into Intralot’s product offerings as well as cross selling product

offerings of Intralot and Bally’s International Interactive into existing and new markets. Goodwill has been assigned to the

segments expected to benefit from the transaction on a relative fair value basis, which includes $977.3 million and$785.9

million to the Bally's Intralot B2B and Bally's Intralot B2C segments, respectively. The Non-controlling interest was initially

measured at its fair value based on the trading price of Intralot stock on the date of closing. Certain adjustments have been made

to Intralot’s historical carrying values to conform accounting policies with the Company, including IFRS to US GAAP

conversion adjustments, with any such adjustments recorded to equity.

The Company recorded intangible assets based on estimates of fair value which consisted of the following:

The valuation of intangible assets was determined using an income approach methodology including the multi-period excess

earnings method and the relief from royalty method. Level 3 inputs used in estimating future cash flows included terminal

growth rates of 3%, a royalty rate of 1.5% for the Intralot trade name and 15.0% for other acquired intangibles, discount rates

between 7.5% and 8.5%, andoperating cash flows. The projected future cash flows are discounted to present value using an

appropriate discount rate. As of December 31, 2025 (Successor), the Company is in the process of completing its valuation of

tangible and intangible assets and the allocation of the purchase price to net assets, including the allocation of goodwill to

reporting units, which will be completed once the valuation process has been finalized.

The Company incurred$40.5 million of transaction-related expenses for theperiod from February 8, 2025 to December 31,

2025 (Successor) in connection with the transaction primarily related to legal and professional fees, which have been included

within “General and administrative” in the consolidated statements of operations.

Since the Acquisition Date, revenue and net loss of Intralot attributable to Bally’s of$98.2 million and$37.5 million,

respectively, have been included within the accompanying consolidated statement of income for the period from February 8,

2025 to December 31, 2025 (Successor).

Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information is presented to illustrate the estimated effects of the transaction as if

the transaction had occurred on January 1, 2024:

The pro forma amounts include the historical operating results of the Company and Intralot prior to the acquisition, with

adjustments directly attributable to the transaction including amortization expense of intangible assets, debt amortization

expense and interest expenses. The unaudited pro forma financial information is not necessarily indicative of the results of

operations that actually would have been achieved had the transaction been consummated as of the dates indicated, nor is it

indicative of any future results. In addition, the unaudited pro forma financial information does not reflect the expected

realization of any synergies or cost savings associated with the transaction.

Merger with Queen Casino & Entertainment, Inc.

The Merger between the Company and Queen was accounted for as a transaction between entities under common control in

accordance with ASC 805, in which the accounting acquirer (Parent and its affiliates) obtained control of the Company. As

described in Note 2, “Summary of Significant Accounting Policies”, the Company has elected to push down its Parent’s basis in

its net assets into its financial statements, and as a result, the net assets of the Predecessor were measured and recognized at

their fair values as of the acquisition date and were combined with those of Queen at Queen’s historical carrying amounts and

are presented on a combined basis. The following disclosures relate to the Company’s election to apply push down and show

the effect of the change in control.

The fair value of the Merger consideration was$955.6 million, which represents 52,364,192 total shares outstanding prior to the

Merger multiplied by the Merger value of$18.25 per share. Immediately following the transaction, the Company repurchased

22,804,384 shares at a price of 18.25 for a total repurchase price of$416.2 million.

The preliminary and final allocation of the purchase price is as follows:

The purchase consideration has been allocated to the tangible and identifiable intangible assets and liabilities based upon their

estimated fair values as of the acquisition date, with the excess of the purchase consideration over the aggregate net fair values

recorded as goodwill, which is not deductible for tax purposes. Accounts receivable, other assets, current liabilities and

inventories were stated at their historical carrying value, which approximates fair value given the short-term nature of these

assets and liabilities. The estimate of fair value for property and equipment and owned real property was based on an

assessment of the assets' condition as well as an evaluation of the current market value of such assets. The fair value of

leasehold interests were estimated based on evaluating contractual rent payments relative to market rent giving consideration to

the Company’s capitalization rates and rent coverage ratios, under the income method or by estimating the fee simple value and

estimated rate of return, depending on the nature of the underlying leasehold interest. In connection with remeasuring the

Company’s lease liabilities, unfavorable off-market components of$130.8 million were recognized as a decrease to the

Company’s right of use assets, and will be amortized as a reduction of lease expense on a straight line basis over the remaining

lease term.

The Company recorded intangible assets based on estimates of fair value which consisted of the following:

The valuation of intangible assets was determined using income approach methodologies including the Greenfield method,

multi-period excess earnings method, relief from royalty method, and the replacement cost method. Level 3 inputs used in

estimating future cash flows included terminal growth rates of 3%, royalty rates between 2% and 19%, discount rates between

11% and 15%, operating cash flows, estimated construction costs, and pre-opening expenses, among others. The projected

future cash flows are discounted to present value using an appropriate discount rate. As of December 31, 2025 (Successor), the

Company has finalized its valuation of tangible and intangible assets and the allocation of the purchase price to the assets

acquired and liabilities assumed.

The Company incurred$22.7 million,$11.2 million and$14.8 million of transaction-related expenses for theperiod from

February 8, 2025 to December 31, 2025 (Successor), theperiod from January 1, 2025 to February 7, 2025 (Predecessor), and

the year ended December 31, 2024 (Predecessor), respectively. Transaction-related expenses were incurred in connection with

the Merger and are primarily related to legal and professional fees, which have been included within “General and

administrative” in the consolidated statements of operations.

8. PREPAID EXPENSES AND OTHER CURRENT ASSETS

As of December 31, 2025 (Successor) and 2024 (Predecessor), prepaid expenses and other assets was comprised of the

following:

9. PROPERTY AND EQUIPMENT

As of December 31, 2025 (Successor) and 2024 (Predecessor), property and equipment, net was comprised of the following:

(1)Refer to Note 15 “Leases” for further information on the Company’s reclassification of its construction in process related to the construction of its

permanent casino resort in Chicago in connection with the signing of the Chicago MLA.

Depreciation expense relating to property and equipment for theperiod from February 8, 2025 to December 31, 2025

(Successor), theperiod from January 1, 2025 to February 7, 2025 (Predecessor) and the year ended 2024 (Predecessor) was

$73.6 million,$7.6 million, and $158.0 million, respectively.