01—Abstract
Summary
Summary of the 8-K filed March 15, 2024. Cited figures are marked; the original filing is the authoritative source.
Flutter Entertainment plc (the "Company") and certain of its subsidiaries entered into a First Incremental Assumption Agreement dated March 14, 2024 to its Term Loan A, Term Loan B and Revolving Credit Facility Agreement dated as of November 24, 2023.
Under the agreement, the aggregate principal amount of term B loans outstanding will increase by $514.375 milliona. The new First Incremental Term B Loans are fungible with existing term B loans and will be used to refinance a corresponding amount of term B loans originally due July 22, 2028 under a July 29, 2022 Term Loan B Agreement with Deutsche Bank AG, New York Branch. The incremental loans mature on November 30, 2030 and bear interest at the Borrower's option either at ABR (floor of 1.00%) plus an applicable margin of 1.25%, or at Adjusted Term SOFR (floor of 0.50%) plus 2.25%.
Both margins step down to 1.00%b and 2.00%, respectively, once the Net First Lien Leverage Ratio falls to 2.55:1 or below. The loans require quarterly scheduled amortization of 0.25% of original principal, with the balance due at maturity. All other terms of the credit agreement remain substantially the same except as amended.
The Company disclosed the amendment under Items 1.01 and 2.03 of Form 8-K, and released an announcement via the Regulatory News Service in London on March 15, 2024, furnished as Exhibit 99.1. The filing identifies JPMorgan Chase Bank, N.A. as the First Incremental Term Lender and J.P. Morgan SE as administrative agent.
02—Key points
Key Highlights
- Credit agreement amendment: aggregate term B loans increase by $514.375 million under the First Incremental Assumption Agreement dated March 14, 2024.
- Refinancing: the incremental term B loans refinance a corresponding amount of term B loans originally due July 22, 2028.
- New maturity: the First Incremental Term B Loans mature on November 30, 2030.
- Pricing: ABR loans carry a 1.25% margin (1.00% after Net First Lien Leverage Ratio is 2.55:1 or below); Adjusted Term SOFR loans carry a 2.25% margin (2.00% at the same leverage level).
- Floors: ABR floor of 1.00% and Adjusted Term SOFR floor of 0.50%.
- Amortization: quarterly scheduled payments equal to 0.25% of original principal, with the balance due at maturity.
- Disclosure: the amendment is reported under Items 1.01 and 2.03, with a RNS announcement on March 15, 2024 furnished as Exhibit 99.1.
03—Questions
Frequently Asked Questions
How much additional term debt is Flutter taking on under this amendment?
The aggregate principal amount of term B loans outstanding under the Credit Agreement will increase by $514.375 million, per the filing. The filing states these incremental loans refinance a corresponding amount of existing term B loans originally due July 22, 2028.
What is the new maturity date for the incremental loans?
The First Incremental Term B Loans mature on November 30, 2030, with the balance payable at maturity.
How is the interest rate on the new loans set?
Borrowers may elect either ABR (with a floor of 1.00%) plus a 1.25% margin, or Adjusted Term SOFR (with a floor of 0.50%) plus a 2.25% margin. Both margins drop to 1.00% and 2.00%, respectively, once the Net First Lien Leverage Ratio decreases to 2.55:1 or below.
Who are the lenders and agent involved?
The filing identifies JPMorgan Chase Bank, N.A. as the First Incremental Term Lender and J.P. Morgan SE as the administrative agent. The filing names Deutsche Bank AG, New York Branch as original agent and security agent under the earlier July 29, 2022 Term Loan B Agreement.
Are there other changes to the credit agreement?
The filing states that all other terms of the First Incremental Term B Loans and the Credit Agreement remain substantially the same, except as otherwise amended by the Assumption Agreement. The full text is filed as Exhibit 10.1.
04—Continue