SEC Form 8-K filed by Flutter Entertainment plc
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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| Item 7.01 | Regulation FD Disclosure. |
On July 11, 2025, Flutter Entertainment plc (the “Company”) released, via the Regulatory News Service in London, an announcement (the “RNS Announcement”), which is furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. The RNS Announcement was made in order to comply with disclosure requirements pursuant to the United Kingdom Financial Conduct Authority’s Disclosure Guidance and Transparency Rules.
| Item 8.01 | Other Events. |
On July 10, 2025, the Company and certain of its subsidiaries entered into a definitive bridge credit agreement (the “Bridge Credit Agreement”) with certain banks to obtain binding commitments in respect of a senior secured first lien term loan comprising an aggregate principal of US$1.75 billion (the “Facility”).
The Company plans to use the Facility to (directly or indirectly):
| (i) | finance or refinance amounts payable in connection with the transactions described in the RNS Announcement; |
| (ii) | pay fees and/or expenses in connection with the foregoing; and |
| (iii) | finance general corporate purposes and working capital of the group. |
The Facility will:
| (i) | mature 12 months after first utilization of the Facility, with two additional six-month extension options; and |
| (ii) | bear interest at a per annum rate equal to Term SOFR plus an applicable margin equal to 1.25%, which shall be subject to certain step-ups over the term of the Facility. |
The other terms of the Bridge Credit Agreement are substantially similar to the terms of the Term Loan A, Term Loan B and Revolving Credit Facility Agreement dated as of November 24, 2023 (and as amended from time to time) entered into between, amongst others, the Company and J.P. Morgan SE as Administrative Agent.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | RNS Announcement, dated July 11, 2025. | |
| 104 | The cover page of this Current Report on Form 8-K, formatted in Inline XBRL | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Flutter Entertainment plc | ||||||
| (Registrant) | ||||||
| Date: July 11, 2025 | By: | /s/ Fiona Gildea | ||||
| Name: | Fiona Gildea | |||||
| Title: | Deputy Company Secretary and Head of Governance | |||||