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
Media Relations:
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.