SecProbe.io

January 23, 2025
Ameet Patel
Principal Executive Officer
Bally's Chicago, Inc.
100 Westminster Street
Providence, RI 02903
Re:Bally's Chicago, Inc.
Amendment No. 3 to
Registration Statement on Form S-1
Filed January 14, 2025
File No. 333-283772
Dear Ameet Patel:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our December 16, 2024
letter.
Amendment No. 3 to Form S-1 filed January 14, 2025
General
Please revise throughout to provide clearer disclosure of the different Class A interests
and the repayment of the loans. For instance, clearly disclose the impact the different
purchase prices and allocation of loans will have on the ability to repay the loans and
receive cash dividends. In this regard, to the extent the loans are paid off, it would
appear the subordinated loans tied to Class A-3 Interests would be paid off first.
Please also provide clearer disclosure of the impact the 11% interest would have upon
the amount that would be required to repay the loans, especially in light of the
disclosure that you do not expect to have cash available for distributions until 3 to 5 1.

January 23, 2025
Page 2
years after the permanent casino and resort opens.
Prospectus Summary
Permanent Resort and Casino Run-Rate Performance, page 7
2.We note the revisions and response made to prior comment 2. Please balance the
disclosure provided to also include estimated expenses associated with each
illustrative example. Please also provide additional disclosure regarding the risks
associated with these examples.
Illustrative Examples, page 24
3.We note the tabular information added in response to prior comment 3. Please further
revise these tables to include in the table itself rather than the footnotes the amounts
that each type of Class A Interest will be entitled to receive in the event of a sale of
Bally's Chicago. The Assumed Total A-1 Subordinated Loans Outstanding amounts
may be provided in the footnotes.
The Offering
Transfer Restrictions, page 37
4.We note your disclosure that the Class A Interests can transferred only after the
Subordinated Loan attributable to such Interest has been paid in full and such Interests
are converted to Class A-4 Interests. Please clarify how and when the Class A-1, A-2
and A-3 Interests will be converted into Class A-4 Interests, including whether they
will be converted on a class basis upon payment of the subordinated loans
attributable to such class or only when the subordinated loans for all classes have been
repaid. Please also clarify whether there are any other restrictions on the ability of the
Class A-1, A-2 and A-3 Interests to convert into Class A-4 Interests.
Risk Factors
The regulatory framework which governs our business, and its interpretation, may be subject
to change, page 62
5.We note your disclosure that if you are found to be in breach of your obligation to
comply with such licensing requirements, then the Illinois Gaming Board may impose
a financial penalty on you or impose other penalties, including removing or imposing
conditions on the relevant gaming licenses. Please clarify whether the Illinois Gaming
Board may refuse to renew your gaming license in the event you are not in
compliance with the terms of the Host Agreement when such license is due for
renewal every four years.

January 23, 2025
Page 3
            Please contact Jeffrey Lewis at 202-551-6216 or Shannon Menjivar at 202-551-3856
if you have questions regarding comments on the financial statements and related
matters. Please contact Ruairi Regan at 202-551-3269 or Pam Howell at 202-551-3357 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Senet Bishoff, Esq.