15 March 2024
Flutter Entertainment plc (the
"Company")
Credit Agreement
Amendment
On March 14, 2024, Flutter
Entertainment plc (the "Company") and certain of its subsidiaries
entered into the First Incremental Assumption Agreement (the
"Assumption Agreement") to the Term Loan A, Term Loan B and
Revolving Credit Facility Agreement dated as of November 24, 2023
(as amended, the "Credit Agreement").
After giving effect to the Assumption
Agreement, the aggregate principal amount of term B loans
outstanding under the Credit Agreement will increase by $514.375
million (the "First Incremental Term B Loans"), which shall be
fungible with the existing term B loans outstanding under the
Credit Agreement. The First Incremental Term B Loans
will:
(i) refinance a
corresponding amount of term B loans originally due to mature July
22, 2028 incurred by the Company pursuant to the Term Loan B
Agreement dated as of July 29, 2022 with Deutsche Bank AG, New York
Branch, acting as the original agent and security agent, and the
lenders named therein,
(ii) mature on November
30, 2030,
(iii) bear interest, at the
Borrower's option, at a per annum rate equal to either (x) ABR
(provided that in no event shall such ABR rate with respect to the
First Incremental Term B Loans be less than 1.00% per annum) plus
an applicable margin equal to 1.25% (or 1.00% upon the Net First
Lien Leverage Ratio decreasing to 2.55:1 or below) or (y) Adjusted
Term SOFR (provided that in no event shall such Adjusted Term SOFR
rate with respect to the First Incremental Term B Loans be less
than 0.50%) plus an applicable margin equal to 2.25% (or 2.00% upon
the Net First Lien Leverage Ratio decreasing to 2.55:1 or below),
and
(iv) require scheduled
amortization payments in quarterly amounts equal to 0.25% of the
original principal amount of the First Incremental Term B Loans,
payable quarterly, with the balance to be paid at maturity on
November 30, 2030.
All other terms of the First
Incremental Term B Loans and the Credit Agreement will remain
substantially the same except as otherwise amended by the
Assumption Agreement.
The foregoing description of the
Assumption Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the
Assumption Agreement, which will be filed with the U.S. Securities
and Exchange Commission ("SEC") as Exhibit 10.1 to the Company's
Current Report on Form 8-K regarding the Assumption Agreement (the
"Current Report"), and is incorporated herein by reference. A copy
of the Current Report will be available on the SEC's website
at sec.gov and on the SEC Filings page of the Company's website
www.flutter.com/investors/sec-filings.
Enquiries
Company
Secretary: Cosec@flutter.com
Investor
Relations: Investor.relations@flutter.com
Press: Corporatemedia@flutter.com