REG - FlutterEntertainment - Launch of offering of Senior Secured Notes

Flutter EntertainmentAnnouncement

21/05/2025 09:00

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RNS Number : 5785J  Flutter Entertainment PLC  21 May 2025

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Flutter announces launch of offering of Senior Secured Notes due 2031

 

May 21, 2025

 

Flutter Entertainment plc ("Flutter") (NYSE:FLUT; LSE:FLTR), today announced
the launch of an offering (the "Offering") of USD-denominated senior secured
notes due 2031, EUR-denominated senior secured notes due 2031 and
GBP-denominated senior secured notes due 2031 (collectively, 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.

 

On May 19, 2025, Flutter also launched a process to raise incremental debt
under its existing U.S. dollar-denominated term loan B facility (the "Third
Incremental TLB Facility").

 

Flutter intends to raise $2,800 million of Notes and Third Incremental TLB
Facility. The proceeds from the Offering and the Third Incremental TLB
Facility are expected to be utilized (i) to repay all amounts due under the
bridge facility, which has been used by Flutter, in part, to fund the
acquisition of Snaitech S.p.A. and (ii) to pay certain costs, fees and
expenses in connection with the foregoing transactions.

 

About Flutter Entertainment plc

 

Flutter is the world's leading online sports betting and iGaming operator,
with a market leading position in the US and across the world. 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, Snai, tombola, Betfair, MaxBet, Junglee Games,
Adjarabet and Betnacional.

 

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 or in any other jurisdiction 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") 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 notes. This press release 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") and
the Financial Services and Markets Act 2000 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 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"); (ii) a customer within
the meaning of Directive (EU) 2016/97 (as amended), where that customer would
not qualify as a professional client as defined in point (10) of Article 4(1)
of MiFID II, or (iii) not a qualified investor as defined in the Prospectus
Regulation. 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 press release 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 the Prospectus Regulation 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 Regulation.

 

This press release does not constitute an offer of securities to the public in
the United Kingdom. In the United Kingdom, this press release is being
distributed only to, and is 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 it, all such persons together being
referred to as "Relevant Persons." In the United Kingdom, the preliminary
offering memorandum produced for the offering of the Notes and this press
release 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. In the United Kingdom, 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, 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, as 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 press release 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 the EEA 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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