01—Abstract
Summary
Summary of the 8-K filed April 29, 2024. Cited figures are marked; the original filing is the authoritative source.
Flutter Entertainment plc reported on this Form 8-K, filed April 29, 2024, that its indirect wholly owned subsidiary, Flutter Treasury DAC (the "Issuer"), issued and sold $525 milliona aggregate principal amount of 6.375% senior secured notes due 2029 (USD Notes) and €500 million aggregate principal amount of 5.000% senior secured notes due 2029 (EUR Notes).
The notes mature on April 29, 2029, were issued at 100%b of par, and were sold under Rule 144A to qualified institutional buyers in the United States and under Regulation S outside the United States. Interest is payable semi-annually in arrear. The notes are senior secured obligations of the Issuer, guaranteed on a senior secured basis by Flutter Entertainment plc and other guarantors that are also borrowers under or guarantors of the company's senior secured credit facilities.
The company intends to use the proceeds to repay borrowings under the existing syndicated facility agreement dated July 10, 2018, repay borrowings under the existing multi-currency revolving credit facility, and pay offering costs, fees and expenses. The indenture, dated April 29, 2024, includes a change of control put at 101%c of principal plus accrued interest, optional redemption rights before April 15, 2026 (including a make-whole premium and up to 40% redemption from certain equity offering proceeds, plus a 10% per year redemption at 103%), and scheduled call prices from April 15, 2026 onward. It also contains covenants limiting liens and certain consolidations, mergers, and asset sales, subject to exceptions, along with customary events of default.
02—Key points
Key Highlights
- Issuer: Flutter Treasury DAC, an indirect wholly owned subsidiary of Flutter Entertainment plc, issued the notes on April 29, 2024.
- USD Notes: $525 million aggregate principal amount of 6.375% senior secured notes due April 29, 2029.
- EUR Notes: €500 million aggregate principal amount of 5.000% senior secured notes due April 29, 2029.
- Issue price: Both series were issued at 100% of par value, with interest payable semi-annually in arrear.
- Use of proceeds: Repay borrowings under the 2018 syndicated facility agreement and the multi-currency revolving credit facility, plus offering costs and expenses.
- Security and guarantees: Notes are senior secured and guaranteed by Flutter Entertainment plc and other guarantors that also borrow under or guarantee the company's senior secured credit facilities.
- Investor protections: Change of control put at 101% of principal, plus accrued interest and additional amounts; covenants limit liens and certain consolidations, mergers, and asset sales.
03—Questions
Frequently Asked Questions
What did Flutter Entertainment issue and when do the notes mature?
Flutter Treasury DAC issued $525 million of 6.375% USD senior secured notes and €500 million of 5.000% EUR senior secured notes on April 29, 2024. Both series mature on April 29, 2029.
What will the company use the proceeds for?
The company intends to use the proceeds to repay borrowings under the existing syndicated facility agreement dated July 10, 2018, repay borrowings under the existing multi-currency revolving credit facility, and pay certain offering costs, fees and expenses.
Who guarantees the notes and what is their ranking?
The notes are senior secured obligations of the Issuer and are guaranteed on a senior secured basis by Flutter Entertainment plc and the other guarantors, which are also borrowers under or guarantors of the company's senior secured credit facilities.
What redemption and repurchase rights do noteholders and the Issuer have?
Upon a Change of Control, holders may require repurchase at 101% of principal plus accrued and unpaid interest and additional amounts. The Issuer may redeem before April 15, 2026 at par plus a make-whole premium, may redeem up to 40% from certain equity offering proceeds at 106.375% (USD) or 105.000% (EUR), and may redeem up to 10% per year at 103%. From April 15, 2026, the Issuer may redeem at stated call prices that decline over time to 100% from April 15, 2028.
What restrictions do the notes place on the company?
The notes contain covenants limiting the company's and its subsidiaries' ability to incur liens or consolidate, merge, sell or otherwise dispose of all or substantially all of the company's assets, subject to a number of exceptions and qualifications. The notes also contain customary events of default.
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