Flutter Entertainment plc Announces Results of the Consent Solicitation

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DUBLIN, April 19, 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")

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")

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 12, 2021. The Solicitation is subject to the terms and conditions of the consent solicitation statement dated April 12, 2021 (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 April 16, 2021, Holders of a majority of the aggregate principal amount of the Notes outstanding have consented, and not validly revoked their Consents, to the Waiver and 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 about April 19, 2021. However, the Waiver and the Proposed Amendments will not become operative if (a) the Consent Payment is not made or (b) 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 also confirmed today that they received the required lender consent in respect of a similar waiver request under their syndicated facility agreement.

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.


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: tsg@dfking.com

In New York:

In London:

48 Wall Street

New York, NY 10005

United States

Banks and Brokers Call: +1 (212) 269-5550

All Others Call: +1 (800) 967-4607

65 Gresham Street

London EC2V 7NQ

United Kingdom

Tel: +44 20 7920 9700



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.


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SOURCE Flutter Entertainment plc