01—Abstract
Summary
Summary of the 8-K filed July 24, 2025. Cited figures are marked; the original filing is the authoritative source.
Flutter Entertainment plc announced on July 24, 2025 the pricing of an offering by its subsidiary Flutter Treasury DAC (the Issuer) of $625 milliona of 5.875% senior secured notes due 2031 issued at par, €300 million of 4.000% senior secured notes due 2031 issued at par, and £250 million of 6.125% senior secured notes due 2031 issued at 100.125%, collectively totaling $1,272 million in aggregate principal amount.
The Notes are a further issuance of notes of the same series that were each issued on June 4, 2025. Settlement is expected on or around August 7, 2025, subject to customary closing conditions, and an application will be made for the Notes to be admitted to trading on The International Stock Exchange. The company also priced a new U.S. dollar-denominated term loan B facility, referred to as the Fourth Incremental TLB Facility.
The filing states that the proceeds from the Offering and this facility are expected to fund the purchase price for the acquisition of the outstanding 5%b minority interest in FanDuel and to extend Flutter's long-term strategic partnership with Boyd Interactive Gaming Holdings, L.L.C. The Issuer expects to use cash on its balance sheet to pay certain related costs, fees and expenses.
The Notes are offered only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, and have not been registered under the Securities Act. The filing is furnished under Item 8.01 (Other Events), with the press release incorporated by reference as Exhibit 99.1.
02—Key points
Key Highlights
- Flutter Treasury DAC priced $1,272 million of additional senior secured notes due 2031 across three currencies: $625 million at 5.875%, €300 million at 4.000%, and £250 million at 6.125%.
- The U.S. dollar notes and euro notes were priced at par, while the sterling notes were priced at 100.125%.
- The Notes are further issuances of senior secured notes first issued on June 4, 2025, under the same terms and series.
- Flutter also priced a new U.S. dollar-denominated term loan B facility, the Fourth Incremental TLB Facility.
- Proceeds are expected to fund the acquisition of the outstanding 5% minority interest in FanDuel and extend the strategic partnership with Boyd Interactive Gaming Holdings, L.L.C.
- Settlement is expected on or around August 7, 2025, subject to customary closing conditions.
- The Notes are being sold only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S.
03—Questions
Frequently Asked Questions
How much debt is being raised in this offering?
The Offering consists of $625 million of 5.875% senior secured notes, €300 million of 4.000% senior secured notes, and £250 million of 6.125% senior secured notes, all due 2031. The press release headline describes the total as $1,272 million aggregate principal amount.
Who is the issuer of the Notes, and are they guaranteed or secured?
The Issuer is Flutter Treasury DAC, a subsidiary of Flutter Entertainment plc. The Notes are described as senior secured notes. The filing does not describe the guarantee structure.
What will the proceeds be used for?
The proceeds from the Offering and the Fourth Incremental TLB Facility are expected to fund the purchase price for the acquisition of the outstanding 5% minority interest in FanDuel and the extension of the long-term strategic partnership with Boyd Interactive Gaming Holdings, L.L.C. The Issuer expects to use cash on its balance sheet to pay related costs, fees and expenses.
When will the offering close, and will the Notes be listed?
Settlement is expected to occur on or around August 7, 2025, subject to customary closing conditions. An application will be made for the Notes to be admitted to trading on The International Stock Exchange.
Are the Notes registered with the SEC, and who can buy them?
The Notes have not been registered under the Securities Act. They are offered only to qualified institutional buyers under Rule 144A and to non-U.S. persons outside the United States under Regulation S. This Current Report is not an offer to sell or a solicitation of an offer to buy the Notes.
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