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Casino Control Commission clears qualifications tied to Bally's–Queen merger; Apollo entities approved as financial sources

New Jersey Casino Control Commission · January 17, 2025
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Summary

The commission approved findings that Bally's Corporation remains qualified as a holding company for Premier Entertainment AC, LLC and qualified several related holding and entity-qualifier companies created for a merger with Queen Casino Entertainment. The commission also found Apollo Global Securities LLC and Apollo Capital Management LP qualified as financial sources; votes were unanimous.

The New Jersey Casino Control Commission on Jan. 9 adopted a resolution finding multiple entities qualified in connection with a merger transaction that will bring Queen Casino Entertainment assets into Bally's Corporation, a holding company of Premier Entertainment AC, LLC (which operates Bally's Atlantic City).

Counsel Lynn Kaufman, representing Premier and Bally's, outlined the ownership structure and explained the transaction steps: funds managed by Standard General would contribute Queen’s stock to Bally’s in exchange for Bally’s common shares, then newly formed Epsilon entities would be used to effectuate mergers so that the Queen properties would become part of the Bally’s corporate family. Kaufman said shareholders were offered $18.25 in cash per share or the option to hold stock in the combined company, and she noted a second shareholder election window that closed later that day at 5:00 p.m.

Marcus Glover, appearing by Zoom as Bally’s group financial officer, described the commercial rationale: "we truly view the new co as being the best of both worlds," he said, arguing the combination adds geographic diversity, cross-marketing opportunities and operational synergies. When commissioners asked whether the transaction would change Bally’s commitment to Atlantic City, Glover replied "there is no change in our commitment to our property in Atlantic City," and he cited prior capital investment in the property.

Deputy Attorney General Jordan Hollander summarized the Division of Gaming Enforcement’s investigation and recommended the commission find the listed entities qualified; the division told the commission it had no objections to the draft resolution. William Downey, counsel for the Apollo entities, said his clients support the division’s summaries and join in the recommendation to qualify Apollo Global Securities LLC and Apollo Capital Management LP as financial sources for Premier.

A commissioner moved to adopt the draft resolution naming Bally's Corporation, Standard General LP, SGCQ Gaming LLC, SG Parent LLC, Epsilon Sub 1 Inc and Epsilon Sub 2 Inc as qualified holding companies or entity qualifiers, finding Standard RI Limited remains a qualified entity qualifier and security holder, and finding the Apollo entities qualified as financial sources; the motion also affirmed that Soo Young Kim remains a qualified natural person qualifier. The motion was seconded and passed by unanimous roll call (Commissioner Malau: Yes; Vice Chair Cooper: Yes; Chair: Yes).

The commission closed the public-participation period with no emailed comments and scheduled the next closed session for Feb. 12, 2025, at 9:00 a.m. in the commission offices.

Why it matters: The resolution clears regulatory hurdles needed to fold Queen Casino Entertainment properties into Bally’s corporate structure and qualifies financial sources that back the transaction. Commissioners emphasized continued licensing conditions and prior capital commitments intended to keep Bally's Atlantic City competitive.