[8-K] Flutter Entertainment plc Reports Material Event

Rhea-AI Filing Summary

On 10 July 2025, Flutter Entertainment plc (NYSE: FLUT) executed a Bridge Credit Agreement with a syndicate of banks for a senior secured first-lien term loan facility of US$1.75 billion. The agreement is disclosed in the company’s Form 8-K and an accompanying RNS filing.

• Purpose of facility: (i) finance or refinance payments tied to the transactions noted in the RNS Announcement; (ii) cover related fees and expenses; (iii) fund general corporate purposes and working capital.
• Maturity: 12 months from first draw, with two optional six-month extensions.
• Pricing: interest at Term SOFR + 1.25 %, subject to step-ups over the life of the loan.
• Documentation: key covenants and security provisions mirror the company’s November 24 2023 Term Loan A/B and Revolving Credit Facility.

The bridge facility bolsters short-term liquidity ahead of the yet-unspecified transaction referenced in the RNS. While the structure gives Flutter financial flexibility, it also adds US$1.75 billion of secured debt that must be refinanced or repaid within 12-24 months, potentially elevating near-term refinancing risk and leverage metrics.

Positive

• US$1.75 billion committed liquidity enhances financial flexibility ahead of strategic transactions
• Competitive initial margin of SOFR + 1.25 % indicates favorable market access
• Extension options provide up to 24 months total availability, reducing immediate refinancing pressure

Negative

• Increase in secured debt raises leverage and may constrain future borrowing capacity
• Short 12-month maturity creates refinancing risk if capital markets tighten
• Interest rate step-ups could raise borrowing costs over time

Insights

Credit Analyst

TL;DR Short-term US$1.75 bn bridge boosts liquidity but adds secured leverage and refinancing deadline.

The facility meaningfully increases borrowing capacity at a relatively modest initial spread of SOFR+1.25 %. Because it is secured and first-lien, existing unsecured creditors are not primed but the capital structure becomes more top-heavy. The 12-month tenor, even with two six-month extensions, concentrates refinancing risk into 2026. Covenants align with the 2023 bank package, suggesting no material tightening. Overall credit impact is neutral to slightly negative given leverage creep offset by enhanced liquidity.

Equity Analyst

TL;DR Facility funds strategic actions without equity dilution; leverage uptick tempers upside.

Management gains flexibility to pursue the transaction highlighted in the RNS without issuing shares, avoiding dilution. The pricing (SOFR+1.25 %) is competitive, implying lender confidence. However, shareholders must weigh the incremental interest expense and short-dated nature of the loan that may necessitate future refinancing or asset sales. Unless the underlying transaction is value-accretive, the facility alone is operationally helpful but not materially transformative.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): July 10, 2025

Flutter Entertainment plc

(Exact Name of Registrant as Specified in its Charter)

Ireland		001-37403		98-1782229
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

One Madison Avenue New York, New York		10010
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (646) 930-0950

Not Applicable

(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary Shares, nominal value of €0.09 per share		FLUT		New York Stock Exchange

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).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

FAQ

How much did Flutter Entertainment (FLUT) borrow under the new bridge facility?

The company obtained US$1.75 billion in senior secured first-lien commitments.

What is the interest rate on Flutter Entertainment’s bridge loan?

The loan bears interest at Term SOFR plus 1.25 %, with scheduled step-ups over its term.

When does the US$1.75 billion bridge facility mature?

It matures 12 months after first draw, with two optional six-month extensions.

What will Flutter Entertainment use the bridge facility for?

Proceeds will finance/refinance payments related to the RNS-described transactions, pay associated fees, and support general corporate purposes and working capital.

Does the bridge agreement change covenant terms for FLUT?

No. The agreement’s terms are described as substantially similar to the November 24 2023 term loan and revolving credit facilities.