TORONTO, April 27, 2020 /PRNewswire/ --
Regulation S Notes: CUSIP N8233N AA4, ISIN USN8233NAA48
Rule 144A Notes: CUSIP 85572N AA6, ISIN US85572NAA63
Stars Group Holdings B.V.
(the "Dutch Issuer")
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 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 a proposed all-share combination (the "Combination") involving the acquisition by Flutter Entertainment plc ("Flutter", and, together with its consolidated subsidiaries, the "Flutter Group"), a company incorporated and registered in Ireland with limited liability, of all of the issued and outstanding common shares in the capital of The Stars Group Inc. ("TSG", and, together with its consolidated subsidiaries, the "TSG Group"), a corporation existing under the laws of the Province of Ontario, pursuant to a plan of arrangement under section 82 of the Business Corporations Act (Ontario) (the "Plan of Arrangement"). TSG is the ultimate parent company of the Issuers (see "About TSG" below). Flutter is a highly diversified global online-led sports betting and gaming operator with premium listing on the London Stock Exchange and a secondary listing on Euronext Dublin (see "About Flutter" below). Once the Combination becomes effective (the "Combination Completion"), it is intended that the holders of ordinary shares in the capital of Flutter will own 54.64% of the combined Flutter/TSG group (the "Combined Group") and the holders of the common shares in the capital of TSG will own 45.36% of the Combined Group on a fully diluted basis (excluding any out of the money options).
The Plan of Arrangement requires approval by the Ontario Superior Court of Justice (Commercial List) in Ontario, Canada pursuant to the Business Corporations Act (Ontario), which is currently expected on April 28, 2020. The Combination was approved by: (i) TSG shareholders at a special meeting on April 24, 2020; and (ii) Flutter shareholders as a Class 1 Transaction under the UK Listing Rules of the Financial Conduct Authority at a general meeting on April 21, 2020. However, it still remains subject to obtaining certain antitrust, regulatory and other third party approvals, as well as other customary closing conditions. The date of Combination Completion (the "Combination Completion Date") is currently expected to occur in early May 2020. The Proposed Amendments (as defined below) are not a condition to the Combination. In addition, the Combination will not trigger a "Change of Control" as defined in the Indenture and Holders will not be able to require the Issuers to repurchase or offer to repurchase their Notes in connection therewith.
In connection with the Combination: (i) on March 11, 2020, the Flutter Group entered into a new syndicated term loan and revolving credit facility agreement (the "New TLA") providing for (a) a term loan facility denominated in pound sterling in the aggregate principal amount of up to £950.0 million; and (b) a revolving credit facility denominated in pound sterling in the aggregate principal amount of up to £450.0 million (which is expected to be undrawn at the Combination Completion Date); and (ii) it is expected that the existing debt portfolio of the Flutter Group and the TSG Group (other than the Notes) will be refinanced with (x) the New TLA and (y) a new syndicated facilities agreement providing for (1) term loan facilities denominated in U.S. Dollars; and (2) term loan facilities denominated in euros, in the aggregate principal amount of up to £2.65 billion equivalent (the "New TLB"), and/or amendments to the existing debt arrangements of the TSG Group (other than the Notes) will be entered into, as may be necessary or desired to implement the expected post-Combination capital structure of the Combined Group (collectively, the "Refinancing").
Purpose of the Solicitation
The main purpose of the Solicitation is to amend certain provisions of the Indenture so that from the Operative Date (a) the covenants and restrictions therein bind the entire Combined Group allowing it to operate as such; and (b) the Dutch Issuer's reporting obligations under the Indenture are synchronized with reporting of the Combined Group's consolidated financial results to other Combined Group's stakeholders. 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) (A) replace TSG with Flutter as the "Parent" for the purposes of the Indenture and extend the restrictive covenants in the Indenture to the entire Combined Group (which will ensure that all Combined Group entities (including all of the TSG Group and all of the Flutter Group) are part of the same "restricted group" facilitating their interactions as such); (B) provide for a guarantee of the Notes from Flutter as the parent entity of such "restricted group"; (C) amend the amount in clause (x) of the credit facilities basket in Section 4.03(b)(i) of the "Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock" covenant from the current $5,275 million to "the greater of (1) $5,275 million and (2) £4,100 million"1 to reflect the principal amount and currency mix of anticipated indebtedness under the Combined Group's New GBP Term A Loans, New USD/EUR Term B Loans and New RCF; (D) provide that for the purposes of any calculations made under the Indenture (but not for the purposes of the reporting covenant), leases which would have been treated as operating leases in accordance with IFRS as in effect prior to January 1, 2019 shall continue to be treated as operating leases notwithstanding IFRS 16 (Leases); and (E) implement further changes to the Indenture as detailed in Appendix A to the Consent Solicitation Statement to allow the Combined Group to operate as a single "restricted group" for purposes of the Indenture post-Combination Completion (collectively, the "Combination Amendments"); and
b) provide for (i) annual and semi-annual, rather than annual and quarterly, reporting and (ii) semi-annual, rather than quarterly, conference calls, in each case, starting from the last date of the first semi-annual period following the Operative Date (based on a financial year ending on December 31) in line with the Combined Group's reporting to other stakeholders (the "Reporting Amendments" and, together with the Combination Amendments, the "Proposed Amendments").
Notwithstanding the foregoing paragraph (b), in order to ensure that adequate financial information of the Combined Group post the Operative Date is delivered to the Holders in relation to the fiscal half-year ending June 30, 2020, the fiscal three months ending September 30, 2020 and the fiscal year ending December 31, 2020, as applicable, the Trustee will be provided with periodic reports (including the Combined Group 9M 2020 Update) listed in "Purpose of the Reporting Amendments" paragraph of the "Purpose of the Solicitation" section in the Consent Solicitation Statement.
Adoption of the Proposed Amendments requires the Consent of the Holders of a majority in aggregate principal amount of the outstanding Notes (the "Required Consents"). The Proposed Amendments constitute a single proposal and it is not possible to effect any of the Proposed Amendments without effecting all such Proposed Amendments.
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 May 1 2020, 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 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 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; (iii) Combination Completion has occurred; (iv) the Consent Payment has been made; (v) Flutter has acceded to the Indenture, in its sole and absolute discretion; and (vi) 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.
It is currently expected that Flutter will accede to the Indenture, and provide a guarantee of the Issuers' obligations thereunder, on or as soon as reasonably practicable after the Combination Completion Date, provided that the Refinancing will have been completed on or prior to the date of such accession to Flutter's satisfaction.
In addition, if Combination Completion does not occur on or prior to the Initial Long Stop Date or the Extended Long Stop Date, as applicable, the Solicitation and the Supplemental Indenture will automatically terminate. For the avoidance of doubt, if the Consent Payment is not made and/or Flutter does not accede to the Indenture, the Proposed Amendments will not become operative in any circumstances.
If the Proposed Amendments become operative, all Holders will be bound by 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 Proposed Amendments.
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 & Co., Inc (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 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 Merrill Lynch International (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.
For further information, please contact the Solicitation Agent:
Merrill Lynch International
2 King Edward Street
London EC1A 1HQ
Attention: Liability Management Group
Telephone (US): Collect: +1 980 388 3646
Toll Free: +1 888 292 0070
Telephone (UK): +44 207 996 5420
Email: [email protected]
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 & Co., Inc.
48 Wall Street
New York, NY 10005
Banks and Brokers Call: +1 (212) 269-5550
All Others Call: +1 (800) 249-7148
E-mail: [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.
The TSG Group is a provider of technology-based product offerings in the global gaming and interactive entertainment industries. Its brands have millions of registered customers globally and collectively are leaders in online and mobile betting, poker, casino and other gaming-related offerings. The TSG Group owns or licenses gaming and related consumer businesses and brands, including PokerStars, PokerStars Casino, BetStars, Full Tilt, FOX Bet, BetEasy, Sky Bet, Sky Vegas, Sky Casino, Sky Bingo, Sky Poker, and Oddschecker, as well as live poker tour and events brands, including the PokerStars Players No Limit Hold'em Championship, European Poker Tour, PokerStars Caribbean Adventure, Latin American Poker Tour, Asia Pacific Poker Tour, PokerStars Festival and PokerStars MEGASTACK. The TSG Group is one of the world's most licensed online gaming operators with its subsidiaries collectively holding licenses or approvals in 24 jurisdictions throughout the world, including in Europe, Australia and the Americas. The TSG Group's vision is to become the world's favorite online gaming destination and its mission is to provide its customers with winning moments.
As at and for the year ended December 31, 2019, the TSG Group had total assets of US$11,276 million, revenue of US$2,528 million and Adjusted EBITDA of US$921 million, in each case, as defined and presented in its audited consolidated financial statements as at and for the year ended December 31, 2019.
The Flutter Group is a highly diversified global online-led sports betting and gaming operator with over 7 million active customers globally. Headquartered in Dublin, Ireland, the Flutter Group owns and operates a portfolio of premium betting brands including Paddy Power (UK and Ireland), Betfair (UK, Ireland and International), Sportsbet (Australia), TVG Network ("TVG"), FanDuel (USA) and Adjarabet (Georgia and Armenia), maintaining podium positions (i.e., top 3 positions in the relevant jurisdiction, based on market share of gross gaming revenue in that jurisdiction) in the majority of major regulated markets. The Flutter Group is a FTSE-100 business with a broad shareholder base. It has a premium listing on the London Stock Exchange and a secondary listing on Euronext Dublin.
The Flutter Group delivers sports betting online in each of the jurisdictions in which it operates and through its retail outlets in Ireland, the UK, Georgia, Armenia and the U.S. The Flutter Group's full suite of gaming products is provided across its online business in many jurisdictions in which it offers its sports betting services. The Flutter Group operates a portfolio of sports betting and gaming products, each with a different mechanic, such as sportsbooks, exchange, daily fantasy sports, advanced deposit wagering and gaming products (online casino, poker, bingo and games, along with machine gaming terminals in UK retail betting shops). The Flutter Group operates under a range of international brands and is organised into four divisions:
- PPB online division, comprising the Paddy Power online (and telephone betting) operations across the UK and Ireland, the Betfair online operations across the UK and Ireland and international markets, the Dial-a-Bet telephone betting service in the UK and Ireland, as well as a small number of B2B partnerships (where Flutter supplies either pricing or exchange technology to third parties). The division originated in 2000 with the launch of paddypower.com in the UK and Ireland. The Betfair betting exchange was also launched in 2000. Since February 1, 2019, the PPB online division also includes Adjarabet, the Georgian-based online business in which the Flutter Group has acquired an initial 51% controlling stake. The PPB online division is a leading online sports betting operator across the UK and Ireland. Betfair is also licensed to operate in Malta, Denmark, Italy, Romania, Spain and Sweden.
- Australia division, which is comprised of Sportsbet, a leading corporate bookmaker in the Australian online market. In addition, Betfair licenses the right to operate the Betfair Exchange exclusively to Betfair Australia in Australia and New Zealand. Betfair Australia is owned by the ASX-listed Crown Resorts Limited. Sportsbet combines innovative products and high levels of promotional generosity to form a leading customer proposition.
- U.S. division, known as FanDuel Group, which is currently 58% owned by the Flutter Group, which retains options to increase this share up to 95% by 2023 (subject to the right of FOX to acquire an 18.5% stake in FanDuel Group, which is exercisable for a period of 10 years from 2021, in the event that Combination Completion occurs). FanDuel operates: (i) FanDuel branded online and retail sports betting operations in a growing number of U.S. states (eight currently) and its daily fantasy sports product ("DFS") in 43 U.S. states; (ii) TVG, which broadcasts horseracing across the U.S. and operates an online advance deposit wagering network offered in 33 U.S. states; and (iii) the Betfair and FanDuel online casinos in New Jersey (through a partnership with land‑based Golden Nugget Casino) and Pennsylvania (through a partnership with land-based Valley Forge Casino).
- PPB Retail division, which consists of more than 620 Paddy Power betting shops across the UK and Ireland.
As at and for the year ended December 31, 2019, the Flutter Group had total assets of £5,401 million, revenue of £2,140 million and Underlying EBITDA (pre IFRS 16) of £385 million, in each case, as defined and presented in its audited consolidated financial statements as at and for the year ended December 31, 2019.
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, the TSG Group 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, the TSG Group 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', the TSG Group's 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 TSG Group, 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 TSG Group, 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.
THIS ANNOUNCEMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU DO NOT UNDERSTAND IT OR ARE IN ANY DOUBT AS TO WHAT ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK INDEPENDENT ADVICE FROM YOUR OWN APPROPRIATELY AUTHORIZED ACCOUNTANT, FINANCIAL ADVISOR, TAX ADVISOR OR LEGAL ADVISOR IMMEDIATELY.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
1 Note: Equivalent to $5,068 at the at the Bloomberg Composite (London) USD:GBP FX of 0.8090 as at April 23, 2020.
SOURCE Stars Group Holdings B.V.