Flutter Entertainment plc announces Consent Solicitation

DUBLIN, April 12, 2021 /PRNewswire/ --

Consent Solicitation
relating to the

US$1,000,000,000 in aggregate principal amount outstanding of 7.00% Senior Notes due 2026
Regulation S Notes: CUSIP N8233N AA4, ISIN USN8233NAA48
Rule 144A Notes: CUSIP 85572N AA6, ISIN US85572NAA63
(the "Notes")

of
Stars Group Holdings B.V.
(the "Dutch Issuer")
and
Stars Group (US) Co-Borrower, LLC
(the "U.S. Issuer" and, together with the Dutch Issuer, the "Issuers")

The Issuers have today commenced a consent solicitation (the "Solicitation") in respect of all of their outstanding Notes pursuant to a consent solicitation statement dated the date hereof (the "Consent Solicitation Statement"). The Notes are governed by the Indenture dated as of July 10, 2018 (as amended or supplemented from time to time) by and among the Issuers, as issuers, certain of their subsidiaries as subsidiary guarantors and Wilmington Trust, National Association, as trustee (the "Indenture").

Background to the Solicitation

The Solicitation is being undertaken in connection with the Kentucky Litigation (defined below). Unless the judgment related to the Kentucky Litigation is discharged, effectively waived, stayed or bonded within the time frames set forth in the Indenture, it will result in an Event of Default under paragraph (h) of Section 6.01 (Events of Default) of the Indenture. The Issuers are seeking consents from the Holders for the Waiver and the Proposed Amendments. For purposes of this Announcement, (a) "Kentucky Defendants" means Stars Interactive Holdings (IOM) Limited, Rational Entertainment Enterprises Limited and any other subsidiary of Flutter Entertainment plc ("Flutter" and, together with its consolidated subsidiaries, the "Flutter Group") that becomes party to the Kentucky Litigation and (b) "Kentucky Litigation" shall mean, collectively, (i) the proceedings brought by the Commonwealth of Kentucky in the Franklin Circuit Court against the Kentucky Defendants (under Civil Action No. 10-CI-00505), (ii) an award of damages against the Kentucky Defendants made in 2015 by a Kentucky trial court, which judgment was reinstated by the Supreme Court of Kentucky on December 17, 2020, (iii) the petition for a rehearing of such judgment to the Kentucky Supreme Court submitted on January 6, 2021, (iv) the denial of the petition for rehearing by the Kentucky Supreme Court on March 25, 2021 and (v) any related court filings, appeals, proceedings or judgments and/or any and all actions similar to clauses (i)-(iv) herein.

Purpose of the Solicitation

The main purpose of the Solicitation is to (a) waive certain Defaults or Events of Default that have arisen or may arise as a result of the Kentucky Litigation or the Kentucky Litigation Related Events and (b) amend certain provisions of the Indenture so that from the Operative Date the Kentucky Litigation and Kentucky Litigation Related Events and/or any effects therefrom will not result in an Event of Default under the Indenture. For the purpose of this Announcement, "Kentucky Litigation Related Events" shall mean any enforcement steps or actions taken by the Commonwealth of Kentucky by virtue of or related to the Kentucky Litigation, whether with respect to the Kentucky Defendants or Flutter or any of its other subsidiaries, which actions may include seeking and/or obtaining orders for the transfer, attachment or seizure of assets, orders to revoke regulatory licenses, amended judgments, contempt orders, foreclosure orders and/or winding-up orders, which may lead to a Default or Event of Default under Section 6.01 of the Indenture.

Therefore, subject to the terms and conditions set out in the Consent Solicitation Statement, the Issuers are soliciting consents from holders of the Notes to:

a) the "Waiver", which will:

a. waive certain Defaults or Events of Default under the Indenture that have arisen or may arise as a result of the Kentucky Litigation or the Kentucky Litigation Related Events; and 

b) the "Proposed Amendments", which will:

a. add new defined terms to address the Kentucky Litigation and Kentucky Litigation Related Events and any and all effects resulting therefrom; and 

b. amend Section 6.01(h) of the Indenture to exclude the Kentucky Litigation and Kentucky Litigation Related Events and any and all effects resulting therefrom such that the Kentucky Litigation and Kentucky Litigation Related Events will not result in a Default or an Event of Default under the Indenture.

Adoption of the Waiver and the Proposed Amendments requires the Consent of the Holders of a majority in aggregate principal amount of the outstanding Notes (the "Required Consents"). The Waiver and the Proposed Amendments constitute a single proposal and it is not possible to effect any of the Waiver or the Proposed Amendments without effecting all such Proposed Amendments.

Consent Payment

The consideration to Holders for any Consent validly delivered and received at or prior to the Expiration Time and not validly revoked prior to the Effective Time will be US$2.50 for each US$1,000 principal amount of the Notes and will be payable by or on behalf of the Issuers (the "Consent Payment") as soon as practicable after the Expiration Time. However, no Consent Payment will be required if (i) the Required Consents are not received; or (ii) the Solicitation is terminated and not re-opened by the Issuers in their sole and absolute discretion prior to the Effective Time.

Timetable for the Solicitation

The Expiration Time for the Solicitation is 5:00 p.m., New York City time, on April 16, 2021, unless extended or amended, or unless the Solicitation is earlier terminated or terminated and re-opened by the Issuers, in each case, in their sole and absolute discretion. For a Holder to be eligible to receive a Consent Payment, that Holder's Consent must be validly received by the Information and Tabulation Agent via the Automated Tender Offer Program ("ATOP") system of The Depository Trust Company ("DTC") at or prior to the Expiration Time and not validly revoked prior to the Effective Time.

The Issuers can, in their sole and absolute discretion, terminate the Solicitation at any time, which may be after the Expiration Time.

The Supplemental Indenture containing the Waiver and Proposed Amendments will be executed at a convenient time as soon as practicable after the Effective Time and will become effective once executed. However, the Waiver and the Proposed Amendments will become operative on the Operative Date, only provided that (i) the Required Consents have been received on or prior to the Expiration Time; (ii) the Supplemental Indenture has been executed by the Issuers and the Trustee; and (iii) the Consent Payment has been made; and (iv) there are no laws, regulations, injunctions or actions or other proceedings, pending or threatened, which, in the case of any action or proceeding if adversely determined, would make unlawful or invalid or enjoin the implementation of the Proposed Amendments or the making of the Consent Payment.

If the Waiver becomes effective and the Proposed Amendments become operative, all Holders will be bound by the Waiver and the Proposed Amendments in respect of which the Supplemental Indenture has been executed, whether or not such Holders delivered a Consent or otherwise affirmatively objected to the Waiver or the Proposed Amendments.

General

Capitalized terms used, but not defined, in this announcement have the meanings given to them in the Consent Solicitation Statement or the Indenture, as applicable.

Copies of the Consent Solicitation Statement may be obtained from D.F. King (the "Information and Tabulation Agent") using the contact details below.

Holders of the Notes are urged to review the Consent Solicitation Statement for the detailed terms of the Solicitation and the procedures for consenting to the Waiver and the Proposed Amendments. Before making a decision with respect to the Solicitation, Holders should carefully consider all of the information in the Consent Solicitation Statement and, in particular, the risk factors described in the section entitled "Certain Significant Considerations". Any persons with questions regarding the Solicitation should contact Deutsche Bank Securities Inc. (the "Solicitation Agent") using the contact details below. The Solicitation Agent does not take responsibility for the contents of this announcement or make any representation or recommendation whatsoever regarding the Solicitation.

If any Holder is in any doubt as to the action it should take, it is recommended to seek its own advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent adviser.

Contacts

For further information, please contact the Solicitation Agent:

Deutsche Bank Securities Inc.
Attention: Liability Management Group
Collect: +1 212 250 7527
Toll Free: +1 855 287 1922

To obtain a copy of the Consent Solicitation Statement, please contact the Information and Tabulation Agent at the telephone number and address set forth below.

D.F. King

Email: [email protected]

The deadlines set by DTC for the submission of Consents will be earlier than the Expiration Time. Holders are advised to read carefully the Consent Solicitation Statement for full details of, and information on, the Consent Solicitation.

ENDS

Notes

Disclaimers

This announcement has been prepared by the Issuers exclusively for information purposes.  It does not constitute or include any advice or recommendation by the Issuers (or any other person) regarding the securities of any Issuer or as to the merits of any transaction or the making of any investment decision.  It does not constitute or include any confirmation or commitment by the Issuers (or any other person) regarding the present or future value of the business of the Issuers or the Flutter Group its securities, its affiliates or any of their assets.

This announcement does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Issuers or any other person in the United States or any other jurisdiction. This announcement is not directed at, or intended for distribution, publication, availability to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction, where such distribution, publication, availability or use would be contrary to law or regulation, or which would require any registration or licensing within such jurisdiction.

This announcement includes statements, estimates, opinions and projections with respect to anticipated future performance of the Issuers or the Flutter Group ("forward-looking statements") which reflect various assumptions concerning anticipated results taken from current business plans or from public sources, which may or may not prove to be correct. Such forward-looking statements reflect the Issuers' or the Flutter Group's, as applicable, expectations as of the date of this announcement, based on the then current business plans and various other assumptions and involve significant risks and uncertainties and should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved.

Although the Issuers believes that the expectations reflected in the forward-looking statements were reasonable at the time they were made, the Issuers can give no assurances that they will materialise or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements. It is up to the recipient of this announcement to make its own assessment of the validity of such forward-looking statements and assumptions and no liability is accepted by the Issuers, or any director, officer, employee, agent, partner, affiliate, manager or adviser of the Issuers or any other person in respect of the achievement of such forward-looking statements and assumptions. In particular, the Issuers, the Flutter Group and any director, officer, employee, agent, partner, affiliate, manager or adviser thereof do not accept any liability whatsoever to any person, regardless of the form of action, including for any lost profits or lost opportunity, or for any indirect, special, consequential, incidental or punitive damages arising from any use of this announcement, its contents or preparation or otherwise in connection with it, even if the Issuers, the Flutter Group or any director, officer, employee, agent, partner, affiliate, manager or adviser thereof has been advised of the possibility of such damages.

This announcement has been issued through DTC.

SOURCE Flutter Entertainment plc