REG - FlutterEntertainment - Launch of offering of Senior Secured Notes

Flutter EntertainmentAnnouncement

16/04/2024 09:30

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RNS Number : 7993K  Flutter Entertainment PLC  16 April 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,

DIRECTLY OR INDIRECTLY, IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO

 

 

Flutter announces launch of offering of $1,050 million equivalent aggregate
principal amount of Senior Secured Notes due 2029

 

16 April 2024

 

Flutter Entertainment plc ("Flutter") (LSE:FLTR; NYSE:FLUT), today announced
the launch of an offering (the "Offering") of $1,050 million equivalent
aggregate principal amount of USD-denominated senior secured notes due 2029
(the "USD Notes") and EUR-denominated senior secured notes due 2029 (the "EUR
Notes" and, together with the USD Notes, the "Notes") by its subsidiary
Flutter Treasury DAC (the "Issuer"). An application will be made for the Notes
to be admitted to trading on The International Stock Exchange Authority
Limited.

 

Flutter intends to use the proceeds of the Offering (i) to repay borrowings
under the existing syndicated facility agreement dated July 10, 2018, (ii) to
repay borrowings under the existing multi-currency revolving credit facility,
and (iii) to pay certain costs, fees and expenses in connection with the
Offering.

 

About Flutter Entertainment plc

 

Flutter is the world's leading online sports betting and iGaming operator,
with leading positions in markets across the world, including the US. Our
ambition is to leverage our significant scale and our challenger mindset to
change our industry for the better. By Changing the Game, we believe we can
deliver long-term growth while promoting a positive, sustainable future for
all our stakeholders. We are well-placed to do so through the distinctive,
global competitive advantages of the Flutter Edge, which gives our brands
access to group-wide benefits to stay ahead of the competition, as well as our
clear vision for sustainability through our Positive Impact Plan.

 

Flutter operates a diverse portfolio of leading online sports betting and
iGaming brands including FanDuel, Sky Betting & Gaming, Sportsbet,
PokerStars, Paddy Power, Sisal, Tombola, Betfair, MaxBet, Junglee Games and
Adjarabet.

 

To learn more about Flutter, please visit our website at www.flutter.com.

 

Enquiries

Investor Relations: Investor.relations@flutter.com
(mailto:Investor.relations@flutter.com)

Media Relations: corporatecomms@flutter.com
(mailto:corporatecomms@flutter.com)

 

Cautionary Statement

The Notes will be offered only to qualified institutional buyers pursuant to
Rule 144A and to non-U.S. persons outside the United States pursuant to
Regulation S under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), subject to prevailing market and other conditions. There is
no assurance that the offering will be completed or, if completed, as to the
terms on which it is completed. This press release is not an offer to sell the
Notes in the United States and is issued pursuant to Rule 135c under the
Securities Act of 1933. The Notes to be offered have not been and will not be
registered under the Securities Act or the securities laws of any other
jurisdiction and may not be offered or sold, directly or indirectly, in the
United States or to or for the account or benefit of U.S. persons, as such
term is defined in Regulation S of the Securities Act, absent registration or
unless pursuant to an applicable exemption from the registration requirements
of the Securities Act and any other applicable securities laws. If any public
offering of the Notes is made in the United States, it will be by means of a
prospectus that may be obtained from the Issuer that will contain detailed
information about the Issuer, Flutter and management, as well as financial
statements. No public offering of the Notes will be made in the United States
in connection with the above-mentioned transaction.

 

This press release has been prepared on the basis that any offer of the Notes
in any Member State of the European Economic Area ("EEA") (each, a "Relevant
State") will be made pursuant to an exemption under Regulation (EU) 2017/1129,
as amended (the "Prospectus Regulation"), from the requirement to publish a
prospectus for offers of securities. This announcement has been prepared on
the basis that any offer of the Notes in the United Kingdom will be made
pursuant to an exemption under the Prospectus Regulation, as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK
Prospectus Regulation"), from the requirement to publish a prospectus for
offers of notes.

 

The Notes are not intended to be offered, sold or otherwise made available to,
and should not be offered, sold or otherwise made available to, any retail
investor in the European Economic Area ("EEA"). For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,
"MiFID II"); or (ii) a customer within the meaning of Directive 2002/92/EC (as
amended or superseded, the "Insurance Mediation Directive"), where that
customer would not qualify as a professional client as defined in point (10)
of Article 4(1) of MiFID II. Consequently, no key information document
required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation")
for offering or selling the Notes or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the
Notes or otherwise making them available to any retail investor in the EEA may
be unlawful under the PRIIPs Regulation. This announcement does not constitute
and shall not, in any circumstances, constitute an offering to retail
investors. The offer and sale of the Notes in any member state of the EEA will
be made pursuant to an exemption under Directive 2003/71/EC (as amended or
superseded, the "Prospectus Directive") from the requirement to publish a
prospectus for offers of notes. The preliminary offering memorandum produced
for the offering of the Notes is not a prospectus for the purposes of the
Prospectus Directive.

 

This press release does not constitute an offer of securities to the public in
the United Kingdom. In the United Kingdom, this announcement is only being
distributed only to, and are directed only at persons who are "qualified
investors" (as defined in the UK Prospectus Regulation) who are (i) persons
having professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended, the "Order"), (ii) high net worth entities
falling within Article 49(2)(a) to (d) of the Order, or (iii) persons to whom
it would otherwise be lawful to distribute them, all such persons together
being referred to as "Relevant Persons." The preliminary offering memorandum
produced for the offering of the Notes and this announcement are being
distributed only to and directed only at Relevant Persons and must not be
acted on or relied upon by persons who are not Relevant Persons. Any
investment or investment activity to which this document relates is available
only to Relevant Persons and will be engaged in only with Relevant Persons. In
the United Kingdom, any offer of the Notes are only available to, and any
invitation, offer or agreement to subscribe, purchase or otherwise acquire
such Notes will be engaged in only with, Relevant Persons. The preliminary
offering memorandum produced for the offering of the Notes and its contents
are confidential and should not be distributed, published or reproduced (in
whole or in part) or disclosed by any recipients to any other person. Any
person in the United Kingdom that is not a Relevant Person should not act or
rely on the preliminary offering memorandum produced for the offering of the
Notes or this announcement or its contents. The Notes described in the
preliminary offering memorandum are not being offered to the public in the
United Kingdom.

 

MiFID II professionals/ECPs-only / No PRIIPs KID - Manufacturer target market
(MIFID II product governance) is eligible counterparties and professional
clients only (all distribution channels). No PRIIPs key information document
(KID) has been prepared as not available to retail investors in European
Economic Area or the United Kingdom.

 

Forward-Looking Statements

This press release may include forward-looking statements. These forward
looking statements can be identified by the use of forward looking
terminology, including the terms "outlook," "believe(s),"expect(s),"
"potential," "continue(s)," "may," "will," "should," "could," "would,"
"seek(s)," "predict(s)," "intend(s)," "trends," "plan(s)," "estimate(s),"
"anticipates," "projection," "goal," "target," "aspire," "will likely result"
and other words and terms of similar meaning or the negative versions of such
words or other comparable words of a future or forward-looking nature. These
forward-looking statements include all matters that are not historical facts
and include statements regarding Flutter's or its affiliates' intentions,
beliefs or current expectations concerning, among other things, Flutter's or
its affiliates' results of operations, financial condition, liquidity,
prospects, growth, strategies and the industries in which they operate. By
their nature, forward-looking statements involve risks and uncertainties
because they relate to events and depend on circumstances that may or may not
occur in the future. Readers are cautioned that forward-looking statements are
not guarantees of future performance and that Flutter's or its affiliates'
actual results of operations, financial condition and liquidity, and the
development of the industries in which they operate may differ materially from
those made in or suggested by the forward-looking statements contained in this
press release. In addition, even if Flutter's or its affiliates' results of
operations, financial condition and liquidity, and the development of the
industries in which they operate are consistent with the forward-looking
statements contained in this press release, those results or developments may
not be indicative of results or developments in subsequent periods.

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