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FAIR VALUE MEASUREMENTS | 9 Months Ended
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Sep. 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
|  |  | September 30, 2025
(in thousands) | Balance Sheet Location |  | Level 1 |  | Level 2 |  | Level 3
Assets: |  |  |  |  |  |  |
Cash and cash equivalents | Cash and cash equivalents |  | $ | 160,689 |  |  | $ | — |  |  | $ | — |
Restricted cash | Restricted cash |  | 79,224 |  |  | — |  |  | — |
Fair value option equity method investments | Other assets |  | 309,064 |  |  | — |  |  | — |
Investment in GLPI partnership | Other assets |  | — |  |  | 19,760 |  |  | — |
The Star Investment - fair value option: |  |  |  |  |  |
Subordinated Notes | Other assets |  | — |  |  | — |  |  | 65,024 |
Convertible Notes | Other assets |  | — |  |  | — |  |  | 13,145 |
Derivative assets not designated as hedging instruments: |  |  |  |  |  |
Cross currency swaps | Prepaid expenses and other current assets |  | — |  |  | 3,892 |  |  | — |
Deal Contingent FX Forwards | Prepaid expenses and other current assets |  | — |  |  | 2,712 |  |  | — |
Derivative assets designated as hedging instruments: |  |  |  |  |  |
Cross currency swaps | Other assets |  | — |  |  | 2,282 |  |  | — |
Total derivative assets at fair value |  | — |  |  | 8,886 |  |  | — |
Total assets |  |  | $ | 548,977 |  |  | $ | 28,646 |  |  | $ | 78,169 |
Liabilities: |  |  |  |  |  |  |
Contingent consideration | Accrued and other current liabilities |  | $ | — |  |  | $ | — |  |  | $ | 56,681 |
Contingent consideration | Other long-term liabilities |  | — |  |  | — |  |  | 8,885 |
The Star Investment - fair value option: |  |  |  |  |  |
Forward Obligation(1) | Accrued and other current liabilities |  | — |  |  | — |  |  | 5,848 |
Derivative liabilities not designated as hedging instruments: |  |  |  |  |  |
Cross currency swaps | Accrued and other current liabilities |  | — |  |  | 3,486 |  |  | — |
Cross currency Swaps | Other long-term liabilities |  | — |  |  | 33,152 |  |  | — |
Deal Contingent FX Forwards | Accrued and other current liabilities |  | — |  |  | 3,792 |  |  | — |
Derivative liabilities designated as hedging instruments: |  |  |  |  |  |
Interest rate contracts | Accrued and other current liabilities |  | — |  |  | 6,646 |  |  | — |
Interest rate contracts | Other long-term liabilities |  | — |  |  | 34,824 |  |  | — |
Cross currency swaps | Other long-term liabilities |  | — |  |  | 34,393 |  |  | — |
Total derivative liabilities at fair value |  | — |  |  | 116,293 |  |  | 5,848 |
Total liabilities |  |  | $ | — |  |  | $ | 116,293 |  |  | $ | 71,414 |
__________________________________ (1) The Forward Obligation is considered a derivative instrument not designated for hedge accounting.
|  |  | Predecessor
|  |  | December 31, 2024
(in thousands) | Balance Sheet Location |  | Level 1 |  | Level 2 |  | Level 3
Assets: |  |  |  |  |  |  |
Cash and cash equivalents | Cash and cash equivalents |  | $ | 171,233 |  |  | $ | — |  |  | $ | — |
Restricted cash | Restricted cash |  | 60,021 |  |  | — |  |  | — |
Investment in GLPI partnership | Other assets |  | — |  |  | 20,418 |  |  | — |
Derivative assets not designated as hedging instruments |  |  |  |  |  |
Cross currency swaps | Prepaid expenses and other current assets |  | — |  |  | 4,871 |  |  | — |
Cross currency swaps | Other assets |  | — |  |  | 615 |  |  | — |
Derivative assets designated as hedging instruments: |  |  |  |  |  |
Interest rate contracts | Prepaid expenses and other current assets |  | — |  |  | 340 |  |  | — |
Interest rate contracts | Other assets |  | — |  |  | 336 |  |  | — |
Cross currency swaps | Prepaid expenses and other current assets |  | — |  |  | 148 |  |  | — |
Cross currency swaps | Other assets |  | — |  |  | 13,181 |  |  | — |
Total derivative assets at fair value |  | — |  |  | 19,491 |  |  | — |
Total assets |  |  | $ | 231,254 |  |  | $ | 39,909 |  |  | $ | — |
Liabilities: |  |  |  |  |  |  |
Contingent consideration | Other long-term liabilities |  | $ | — |  |  | $ | — |  |  | $ | 59,923 |
Derivatives not designated as hedging instruments |  |  |  |  |  |
Sinclair Performance Warrants | Other long-term liabilities |  | — |  |  | — |  |  | 58,668 |
Cross currency swaps | Other long-term liabilities |  | — |  |  | 11,174 |  |  | — |
Derivative liabilities designated as hedging instruments: |  |  |  |  |  |
Interest rate contracts | Accrued and other current liabilities |  | — |  |  | 1,855 |  |  | — |
Interest rate contracts | Other long-term liabilities |  | — |  |  | 13,372 |  |  | — |
Cross currency swaps | Accrued and other current liabilities |  | — |  |  | 1,189 |  |  | — |
Cross currency swaps | Other 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 Warrant Liability |  | Contingent Consideration Liability |  | The Star Investment
(in thousands) |  |  | Subordinated Notes |  | Convertible Notes |  | Forward Obligation Asset (Liability)
Beginning as of December 31, 2024 (Predecessor) | $ | 58,668 |  |  | $ | 59,923 |  |  | $ | — |  |  | $ | — |  |  | $ | — |
Change in fair value | 1,180 |  |  | 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 |
Change in fair value | — |  |  | 3,182 |  |  | (16,922) |  |  | (2,769) |  |  | (12,576) |
Effect of foreign exchange | — |  |  | — |  |  | (3,032) |  |  | (1,239) |  |  | (173) |
Ending as of September 30, 2025 (Successor) | $ | — |  |  | $ | 65,566 |  |  | $ | 65,024 |  |  | $ | 13,145 |  |  | $ | (5,848) |
(in thousands) | Sinclair Performance Warrant Liability |  | Contingent Consideration Liability
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 |
Change in fair value | 16,932 |  |  | 1,059 |
Ending as of September 30, 2024 | $ | 55,318 |  |  | $ | 58,844 |
The gains (losses) recognized in the condensed consolidated statements of operations for derivative instruments were as follows:
| Condensed Consolidated Statements of Operations Location | Successor |  |  | Predecessor
(in thousands) | Three Months Ended September 30, 2025 |  | Period from February 8, 2025 to September 30, 2025 |  |  | Period from January 1, 2025 to February 7, 2025 |  | Three Months Ended September 30, 2024 |  | Nine Months Ended September 30, 2024
Derivatives not designated as hedging instruments |  |  |  |  |  |  |  |  |  |
Sinclair Performance Warrants | Other non-operating (expense) income, net | $ | — |  |  | $ | — |  |  |  | $ | (1,180) |  |  | $ | (16,932) |  |  | $ | (10,615) |
Cross Currency Swaps | Other non-operating (expense) income, net | 12,096 |  |  | 18,919 |  |  |  | 50 |  |  | — |  |  | — |
Deal Contingent FX Forwards | Other non-operating (expense) income, net | (774) |  |  | (774) |  |  |  | — |  |  | — |  |  | — |
Derivatives designated as hedging instruments |  |  |  |  |  |  |  |  |  |
Interest rate contracts | Interest expense, net | $ | 935 |  |  | $ | 2,318 |  |  |  | $ | (105) |  |  | (3,983) |  |  | (9,678) |
Cross currency swaps | Interest expense, net | 555 |  |  | 1,960 |  |  |  | 7 |  |  | (634) |  |  | (3,170) |
Derivative Instruments 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 (expense) income, 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 $65.6 million as of September 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 0.3 and 1.2 years, and discount rates of 5.9% to 6.4%. 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 (expense) income, 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 (expense) income, 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 second quarter of 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 (expense) income, net. For the three months ended September 30, 2025 (Successor) and for the period from February 8, 2025 to September 30, 2025 (Successor), the Company recognized $1.3 million and $2.2 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 45%, recovery rate of 10%, risk free rate of 3.6%, 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 14 “Long-Term Debt” for further information.
| Successor |  |  | Predecessor
| September 30, 2025 |  |  | December 31, 2024
(in thousands) | Carrying Amount |  | Fair Value |  |  | Carrying Amount |  | Fair Value
Term Loan Facility | $ | 1,784,474 |  |  | $ | 1,828,435 |  |  |  | $ | 1,858,800 |  |  | $ | 1,792,804 |
11.00% Senior Secured Notes due 2028 | 481,780 |  |  | 501,643 |  |  |  | — |  |  | — |
5.625% Senior Notes due 2029 | 571,691 |  |  | 392,813 |  |  |  | 738,517 |  |  | 587,813 |
5.875% Senior Notes due 2031 | 511,126 |  |  | 370,256 |  |  |  | 721,456 |  |  | 535,631 |

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- Definition The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 107 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-107 Reference 3: http://www.xbrl.org/2003/role/exampleRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 100 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482078/820-10-55-100 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(3) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2E -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6A -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482106/820-10-50-2 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 940 -SubTopic 820 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478119/940-820-50-1 + Details
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