Stars Group Holdings B.V. and Stars Group (US) Co-Borrower, LLC announce results of Consent Solicitation relating to the US$1,000,000,000 in aggregate principal amount outstanding of 7.00% Senior Notes due 2026
TORONTO, May 4, 2020 /PRNewswire/ --
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")
Results of the Solicitation
The Issuers announce today results of a consent solicitation (the "Solicitation") in respect of all of their outstanding Notes, which was commenced on April 27, 2020. The Solicitation is subject to the terms and conditions of the consent solicitation statement dated April 27, 2020 (the "Consent Solicitation Statement"). Capitalised terms used but not defined herein shall have the meanings assigned to them in the Consent Solicitation Statement.
As of 5:00 p.m., New York City time, on May 1, 2020, Holders of a majority of the aggregate principal amount of the Notes outstanding have consented, and not validly revoked their Consents, to the Proposed Amendments. Therefore, the Required Consents were obtained and (1) the Supplemental Indenture will be executed and become effective and (2) the Consent Payment will be made on, or as soon as practicable after, the date hereof. However, the Proposed Amendments will not become operative if (a) the Consent Payment is not made; (b) the Combination Completion Date does not occur; (c) Flutter does not accede to the Indenture, in its sole and absolute discretion; or (d) there are 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.
The Issuers currently expect the Combination Completion Date to occur on May 5, 2020. For the avoidance of doubt, Flutter is only expected to accede to the Indenture, and provide a guarantee of the Issuers' obligations thereunder, provided that the Refinancing will have been completed on or prior to the date of such accession to Flutter's satisfaction.
Holders may obtain a copy of the Consent Solicitation Statement from the Information and Tabulation Agent as set out below.
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:
Merrill Lynch International
2 King Edward Street
London EC1A 1HQ
United Kingdom
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
United States
Banks and Brokers Call: +1 (212) 269-5550
All Others Call: +1 (800) 249-7148
E-mail: [email protected]
Notes
About TSG
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.
About Flutter
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.
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, 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.
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.
SOURCE Stars Group Holdings B.V.
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