| Item 1.01 | Entry into a Material Definitive Agreement. |
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 is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information provided in Item 1.01 of this Current Report is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On March 15, 2024, the Company released, via the Regulatory News Service in London, an announcement (the “RNS Announcement”) regarding its entering into the Assumption Agreement, which is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
