Bellator's Women's Strawweight Champion Zoila Frausto fought in a non-title catchweight bout against Karina Hallinan.

[4] At this event Steve Carl was expected to fight Jay Hieron in the opening round of the welterweight tournament.

[9] Shockley's original opponent, Kelvin Hackney, still weighed in, but was pulled off the card and paid his show money and win bonus.

The lightweight semifinal bout between Toby Imada and Patricky Freire was originally set to take place at Bellator 40.

[17] In a last-minute change not announced by the promotion, Luiz Azeredo stepped in to replace Matt Veach in a preliminary card matchup.

Bellator Welterweight champion Ben Askren competed in a non-title bout against Nick Thompson at this event.

[19] A lightweight semifinal bout between Toby Imada and Patricky Freire was originally set to take place on this card.

The Hieron-Weedman fight was rescheduled because Weedman needed to receive clearance for a facial laceration suffered in his Bellator 35 victory over Dan Hornbuckle.

[21] However, visa issues kept Mann from entering the United States and his fight has been pushed back to the Bellator 42 card.

Tony Johnson was expected to fight Carlos Flores at the event, but for unknown reasons was replaced by Rudy Aguilar.

Bellator Heavyweight champion Cole Konrad was scheduled to compete in a non-title "super fight" bout against Paul Buentello at this event.

EliteXC and Ring of Combat veteran James Jones was expected to fight at this event, but a bout did not materialize.

[39] The card featured final round fights in the Bellator Season Four Featherweight and Light Heavyweight Tournaments.

[44] David Baggett missed the middleweight limit allowance of 186 for non-title fights, weighing in at 191.5 lb,[45] and his bout with Moyses Gabin was scrapped from the card.

This event was to feature Joe Warren's first defense of his featherweight title against season four tournament winner Patricio Freire.

Bellator 4 was set to take place in Canada, but was moved due to the promotion unable to come to terms with the Quebec Boxing Commission.

[50] Ben Saunders was expected to fight at this event,[51] but had to pull out due to an undisclosed injury he suffered in training.

[61] The Ultimate Fighter 12 competitor, Andy Main, was set to fight Kenny Foster on the undercard of this event.

[62] On September 6, 2011, it was announced Bellator's Season 5 "Local Feature Fights" would be streamed live on Spike.com, starting with this event.

[66] Veteran welterweight fighter Ailton Barbosa won Bellator's open tryouts in Hollywood, Florida in June 2011 to earn his spot on the card.

[68] Also, Ryan Hodge was scheduled to fight Valdir Araujo, but was pulled from the bout with an injury, and replaced with Brett Cooper.

[68] On September 15, 2011, Luis Palomino suffered an injury in training and was pulled from his scheduled bout with James Edson Berto.

However, he was pulled from the bout after losing to Eddie Yagin at Tachi Palace Fights 10 and replaced by Wilson Reis.

Bellator Light Heavyweight Champion Christian M'Pumbu fought Travis Wiuff in a non-title bout.

[89] Despite a close split decision loss, main eventer Marcos Galvão was awarded a "win" bonus.

[96] Bellator's Women's champion, Zoila Gurgel, was scheduled to compete in a non-title bout against Carina Damm.

Shooto's 183-pound South American champion, Carlos Alexandre Pereira, was expected to make his Bellator debut at this event.

[99] Bellator Middleweight champion, Hector Lombard, was expected to compete in non-title, light heavyweight fight against UFC and Strikeforce veteran, Renato Sobral, at this event.

[103] The final of the Heavyweight tournament was ruled a No Contest after an accidental groin kick by Thiago Santos rendered Eric Prindle unable to continue.

Following the event Santos failed to make weight for a scheduled rematch causing the bout to be cancelled, and Prindle to be awarded the tournament win by default.