FLUT · Flutter Entertainment plc · Debt

Source evidence: (5) Indebtedness (a) of any Person Incurred and outstanding on the date on which such Person becomes a Subsidiary of the Company or another Subsidiary of the Company or is merged, consolidated, amalgamated or otherwise combined with (including pursuant to any acquisition of assets and assumption of related liabilities) the Company or any Subsidiary of the Company; or (b) Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which any Person became a Subsidiary of the Company or was otherwise acquired by the Company or a Subsidiary of the Company; provided that, with respect to each of (a) and (b) of this Section 4.04(b)(5), at the time of such acquisition or other transaction the aggregate amount of such Indebtedness Incurred did not exceed (i) an amount which, when taken together with any Refinancing Indebtedness in respect thereof and the principal amount of all other Indebtedness Incurred pursuant to this sub-clause (i) and then outstanding, does not exceed the greater of (x) $715 million and (y) 37.5% of Consolidated EBITDA; plus (ii) any additional Indebtedness to the extent that after giving effect to such acquisition or other transaction (I) the Company or a Subsidiary of the Company would be able to Incur $1.00 of additional Indebtedness pursuant to Section 4.04(a) or (II) the Fixed Charge Coverage Ratio would not be lower than it was immediately prior to giving effect to such acquisition or other transaction as a consequence of that acquisition or other transaction;

Target identity evidence: INDENTURE dated as of April 29, 2024, among Flutter Treasury DAC, a designated activity company incorporated under the laws of Ireland with registered number 748909, having its registered office at Belfield Office Park, Beech Hill Road, Clonskeagh, Dublin 4, D04 V972, Ireland (the “Issuer”), the Guarantors (as defined herein), Wilmington Trust (London) Limited, as security agent (the “Security Agent”) and Citibank, N.A., London Branch, as trustee (the “Trustee”), paying agent, transfer agent and registrar for the Notes (as defined below).

Target identity evidence: The Issuer, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein) of the Issuer’s 6.375% senior secured notes due 2029 (the “Dollar Notes”) and 5.000% senior secured notes due 2029 (the “Euro Notes” and, together with the Dollar Notes, the “Notes”).

Source evidence: (a) The Company will not, and will not permit any of its Subsidiaries to, Incur any Indebtedness (including Acquired Indebtedness), provided that the Company and any of its Subsidiaries may Incur Indebtedness (including Acquired Indebtedness) if, on the Applicable Test Date and after giving pro forma effect thereto (including pro forma application of the proceeds thereof), the Fixed Charge Coverage Ratio for the Company and its Subsidiaries is greater than 2.00 to 1.00; provided that the then outstanding aggregate principal amount of Indebtedness (including Acquired Indebtedness) that may be Incurred by Subsidiaries of the Company that are not Guarantors or the Issuer pursuant to this Section 4.04(a) and Section 4.04(b)(12) shall not exceed the greater of (x) $570 million and (y) 30% of Consolidated EBITDA.

Target identity evidence: INDENTURE dated as of April 29, 2024, among Flutter Treasury DAC, a designated activity company incorporated under the laws of Ireland with registered number 748909, having its registered office at Belfield Office Park, Beech Hill Road, Clonskeagh, Dublin 4, D04 V972, Ireland (the “Issuer”), the Guarantors (as defined herein), Wilmington Trust (London) Limited, as security agent (the “Security Agent”) and Citibank, N.A., London Branch, as trustee (the “Trustee”), paying agent, transfer agent and registrar for the Notes (as defined below).

Target identity evidence: The Issuer, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein) of the Issuer’s 6.375% senior secured notes due 2029 (the “Dollar Notes”) and 5.000% senior secured notes due 2029 (the “Euro Notes” and, together with the Dollar Notes, the “Notes”).

Source evidence: (a) The Company will not, and will not permit any Subsidiaries of the Company to, directly or indirectly, create, Incur or suffer to exist any Lien upon any of its assets (including Capital Stock of a Subsidiary of the Company), whether owned on the Issue Date or acquired after that date, or any interest therein or any income or profits therefrom, in each case, which Lien is securing any Indebtedness (such Lien, the “Initial Lien”), except (1) in the case of any asset that does not constitute Collateral, (a) Permitted Liens or (b) Liens on assets that are not Permitted Liens if, subject to the Agreed Security Principles, the Notes and this Indenture (or a Notes Guarantee in the case of Liens in respect of a Guarantor) are directly secured equally and ratably with, or prior to, in the case of Liens with respect to Subordinated Indebtedness, the Indebtedness secured by such Initial Lien for so long as such Indebtedness is so secured, and (2) in the case of any asset that constitutes Collateral, Permitted Collateral Liens.

Target identity evidence: INDENTURE dated as of April 29, 2024, among Flutter Treasury DAC, a designated activity company incorporated under the laws of Ireland with registered number 748909, having its registered office at Belfield Office Park, Beech Hill Road, Clonskeagh, Dublin 4, D04 V972, Ireland (the “Issuer”), the Guarantors (as defined herein), Wilmington Trust (London) Limited, as security agent (the “Security Agent”) and Citibank, N.A., London Branch, as trustee (the “Trustee”), paying agent, transfer agent and registrar for the Notes (as defined below).

Target identity evidence: The Issuer, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein) of the Issuer’s 6.375% senior secured notes due 2029 (the “Dollar Notes”) and 5.000% senior secured notes due 2029 (the “Euro Notes” and, together with the Dollar Notes, the “Notes”).

Source evidence: (a) If a Change of Control occurs, unless (i) a third party makes a change of control offer as described herein or (ii) the Issuer has previously or concurrently sent a redemption notice with respect to all the outstanding Notes as described under paragraph 5 of the Notes, the Issuer will make an offer to purchase all of the Notes pursuant to the offer described below (the "Change of Control Offer") at a price in cash (the "Change of Control Payment") equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the date of purchase, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date occurring on or prior to the purchase date. Within 60 days following any Change of Control, the Issuer will send (or cause to be sent) notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder at the address of such Holder appearing in the register or otherwise in accordance with the procedures of DTC, Euroclear or Clearstream, as applicable, with the following information:

Target identity evidence: INDENTURE dated as of April 29, 2024, among Flutter Treasury DAC, a designated activity company incorporated under the laws of Ireland with registered number 748909, having its registered office at Belfield Office Park, Beech Hill Road, Clonskeagh, Dublin 4, D04 V972, Ireland (the “Issuer”), the Guarantors (as defined herein), Wilmington Trust (London) Limited, as security agent (the “Security Agent”) and Citibank, N.A., London Branch, as trustee (the “Trustee”), paying agent, transfer agent and registrar for the Notes (as defined below).

Target identity evidence: The Issuer, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein) of the Issuer’s 6.375% senior secured notes due 2029 (the “Dollar Notes”) and 5.000% senior secured notes due 2029 (the “Euro Notes” and, together with the Dollar Notes, the “Notes”).

Source evidence: The Company shall deliver to the Trustee, within 150 days after the end of the first fiscal year of the Company ending after the Issue Date, and within 120 days after the end of each of the fiscal years of the Company thereafter, an Officer’s Certificate indicating whether the signers thereof know of any Default that occurred during the previous year. The Company shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any events of which it is aware which would constitute certain Defaults, their status and what action the Company is taking or proposes to take in respect thereof.

Target identity evidence: INDENTURE dated as of April 29, 2024, among Flutter Treasury DAC, a designated activity company incorporated under the laws of Ireland with registered number 748909, having its registered office at Belfield Office Park, Beech Hill Road, Clonskeagh, Dublin 4, D04 V972, Ireland (the “Issuer”), the Guarantors (as defined herein), Wilmington Trust (London) Limited, as security agent (the “Security Agent”) and Citibank, N.A., London Branch, as trustee (the “Trustee”), paying agent, transfer agent and registrar for the Notes (as defined below).

Target identity evidence: The Issuer, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein) of the Issuer’s 6.375% senior secured notes due 2029 (the “Dollar Notes”) and 5.000% senior secured notes due 2029 (the “Euro Notes” and, together with the Dollar Notes, the “Notes”).

Source evidence: (a) The Company will not cause or permit any of its Subsidiaries that is not a Guarantor (other than the Issuer), directly or indirectly, to Guarantee any Indebtedness under the New Credit Facilities (or any other Credit Facility that is Incurred under Section 4.04(b)(1) or any Public Debt, in whole or in part, unless, in each case, but subject to the Agreed Security Principles, such Subsidiary becomes a Guarantor on the date on which such other Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Subsidiary will provide a Notes Guarantee, which Notes Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

Target identity evidence: INDENTURE dated as of April 29, 2024, among Flutter Treasury DAC, a designated activity company incorporated under the laws of Ireland with registered number 748909, having its registered office at Belfield Office Park, Beech Hill Road, Clonskeagh, Dublin 4, D04 V972, Ireland (the “Issuer”), the Guarantors (as defined herein), Wilmington Trust (London) Limited, as security agent (the “Security Agent”) and Citibank, N.A., London Branch, as trustee (the “Trustee”), paying agent, transfer agent and registrar for the Notes (as defined below).

Target identity evidence: The Issuer, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein) of the Issuer’s 6.375% senior secured notes due 2029 (the “Dollar Notes”) and 5.000% senior secured notes due 2029 (the “Euro Notes” and, together with the Dollar Notes, the “Notes”).

Source evidence: (5) Indebtedness (a) of any Person Incurred and outstanding on the date on which such Person becomes a Subsidiary of the Company or another Subsidiary of the Company or is merged, consolidated, amalgamated or otherwise combined with (including pursuant to any acquisition of assets and assumption of related liabilities) the Company or any Subsidiary of the Company; or (b) Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which any Person became a Subsidiary of the Company or was otherwise acquired by the Company or a Subsidiary of the Company; provided that, with respect to each of (a) and (b) of this Section 4.04(b)(5), at the time of such acquisition or other transaction the aggregate amount of such Indebtedness Incurred did not exceed (i) an amount which, when taken together with any Refinancing Indebtedness in respect thereof and the principal amount of all other Indebtedness Incurred pursuant to this sub-clause (i) and then outstanding, does not exceed the greater of (x) $715 million and (y) 37.5% of Consolidated EBITDA; plus (ii) any additional Indebtedness to the extent that after giving effect to such acquisition or other transaction (I) the Company or a Subsidiary of the Company would be able to Incur $1.00 of additional Indebtedness pursuant to Section 4.04(a) or (II) the Fixed Charge Coverage Ratio would not be lower than it was immediately prior to giving effect to such acquisition or other transaction as a consequence of that acquisition or other transaction;

Target identity evidence: INDENTURE dated as of April 29, 2024, among Flutter Treasury DAC, a designated activity company incorporated under the laws of Ireland with registered number 748909, having its registered office at Belfield Office Park, Beech Hill Road, Clonskeagh, Dublin 4, D04 V972, Ireland (the “Issuer”), the Guarantors (as defined herein), Wilmington Trust (London) Limited, as security agent (the “Security Agent”) and Citibank, N.A., London Branch, as trustee (the “Trustee”), paying agent, transfer agent and registrar for the Notes (as defined below).

Target identity evidence: The Issuer, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein) of the Issuer’s 6.375% senior secured notes due 2029 (the “Dollar Notes”) and 5.000% senior secured notes due 2029 (the “Euro Notes” and, together with the Dollar Notes, the “Notes”).

Source evidence: (a) The Company will not, and will not permit any of its Subsidiaries to, Incur any Indebtedness (including Acquired Indebtedness), provided that the Company and any of its Subsidiaries may Incur Indebtedness (including Acquired Indebtedness) if, on the Applicable Test Date and after giving pro forma effect thereto (including pro forma application of the proceeds thereof), the Fixed Charge Coverage Ratio for the Company and its Subsidiaries is greater than 2.00 to 1.00; provided that the then outstanding aggregate principal amount of Indebtedness (including Acquired Indebtedness) that may be Incurred by Subsidiaries of the Company that are not Guarantors or the Issuer pursuant to this Section 4.04(a) and Section 4.04(b)(12) shall not exceed the greater of (x) $570 million and (y) 30% of Consolidated EBITDA.

Target identity evidence: INDENTURE dated as of April 29, 2024, among Flutter Treasury DAC, a designated activity company incorporated under the laws of Ireland with registered number 748909, having its registered office at Belfield Office Park, Beech Hill Road, Clonskeagh, Dublin 4, D04 V972, Ireland (the “Issuer”), the Guarantors (as defined herein), Wilmington Trust (London) Limited, as security agent (the “Security Agent”) and Citibank, N.A., London Branch, as trustee (the “Trustee”), paying agent, transfer agent and registrar for the Notes (as defined below).

Target identity evidence: The Issuer, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein) of the Issuer’s 6.375% senior secured notes due 2029 (the “Dollar Notes”) and 5.000% senior secured notes due 2029 (the “Euro Notes” and, together with the Dollar Notes, the “Notes”).

Source evidence: (a) The Company will not, and will not permit any Subsidiaries of the Company to, directly or indirectly, create, Incur or suffer to exist any Lien upon any of its assets (including Capital Stock of a Subsidiary of the Company), whether owned on the Issue Date or acquired after that date, or any interest therein or any income or profits therefrom, in each case, which Lien is securing any Indebtedness (such Lien, the “Initial Lien”), except (1) in the case of any asset that does not constitute Collateral, (a) Permitted Liens or (b) Liens on assets that are not Permitted Liens if, subject to the Agreed Security Principles, the Notes and this Indenture (or a Notes Guarantee in the case of Liens in respect of a Guarantor) are directly secured equally and ratably with, or prior to, in the case of Liens with respect to Subordinated Indebtedness, the Indebtedness secured by such Initial Lien for so long as such Indebtedness is so secured, and (2) in the case of any asset that constitutes Collateral, Permitted Collateral Liens.

Target identity evidence: INDENTURE dated as of April 29, 2024, among Flutter Treasury DAC, a designated activity company incorporated under the laws of Ireland with registered number 748909, having its registered office at Belfield Office Park, Beech Hill Road, Clonskeagh, Dublin 4, D04 V972, Ireland (the “Issuer”), the Guarantors (as defined herein), Wilmington Trust (London) Limited, as security agent (the “Security Agent”) and Citibank, N.A., London Branch, as trustee (the “Trustee”), paying agent, transfer agent and registrar for the Notes (as defined below).

Target identity evidence: The Issuer, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein) of the Issuer’s 6.375% senior secured notes due 2029 (the “Dollar Notes”) and 5.000% senior secured notes due 2029 (the “Euro Notes” and, together with the Dollar Notes, the “Notes”).

Source evidence: (a) If a Change of Control occurs, unless (i) a third party makes a change of control offer as described herein or (ii) the Issuer has previously or concurrently sent a redemption notice with respect to all the outstanding Notes as described under paragraph 5 of the Notes, the Issuer will make an offer to purchase all of the Notes pursuant to the offer described below (the "Change of Control Offer") at a price in cash (the "Change of Control Payment") equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the date of purchase, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date occurring on or prior to the purchase date. Within 60 days following any Change of Control, the Issuer will send (or cause to be sent) notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder at the address of such Holder appearing in the register or otherwise in accordance with the procedures of DTC, Euroclear or Clearstream, as applicable, with the following information:

Target identity evidence: INDENTURE dated as of April 29, 2024, among Flutter Treasury DAC, a designated activity company incorporated under the laws of Ireland with registered number 748909, having its registered office at Belfield Office Park, Beech Hill Road, Clonskeagh, Dublin 4, D04 V972, Ireland (the “Issuer”), the Guarantors (as defined herein), Wilmington Trust (London) Limited, as security agent (the “Security Agent”) and Citibank, N.A., London Branch, as trustee (the “Trustee”), paying agent, transfer agent and registrar for the Notes (as defined below).

Target identity evidence: The Issuer, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein) of the Issuer’s 6.375% senior secured notes due 2029 (the “Dollar Notes”) and 5.000% senior secured notes due 2029 (the “Euro Notes” and, together with the Dollar Notes, the “Notes”).

Source evidence: The Company shall deliver to the Trustee, within 150 days after the end of the first fiscal year of the Company ending after the Issue Date, and within 120 days after the end of each of the fiscal years of the Company thereafter, an Officer’s Certificate indicating whether the signers thereof know of any Default that occurred during the previous year. The Company shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any events of which it is aware which would constitute certain Defaults, their status and what action the Company is taking or proposes to take in respect thereof.

Target identity evidence: INDENTURE dated as of April 29, 2024, among Flutter Treasury DAC, a designated activity company incorporated under the laws of Ireland with registered number 748909, having its registered office at Belfield Office Park, Beech Hill Road, Clonskeagh, Dublin 4, D04 V972, Ireland (the “Issuer”), the Guarantors (as defined herein), Wilmington Trust (London) Limited, as security agent (the “Security Agent”) and Citibank, N.A., London Branch, as trustee (the “Trustee”), paying agent, transfer agent and registrar for the Notes (as defined below).

Target identity evidence: The Issuer, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein) of the Issuer’s 6.375% senior secured notes due 2029 (the “Dollar Notes”) and 5.000% senior secured notes due 2029 (the “Euro Notes” and, together with the Dollar Notes, the “Notes”).

Source evidence: (a) The Company will not cause or permit any of its Subsidiaries that is not a Guarantor (other than the Issuer), directly or indirectly, to Guarantee any Indebtedness under the New Credit Facilities (or any other Credit Facility that is Incurred under Section 4.04(b)(1) or any Public Debt, in whole or in part, unless, in each case, but subject to the Agreed Security Principles, such Subsidiary becomes a Guarantor on the date on which such other Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Subsidiary will provide a Notes Guarantee, which Notes Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

Target identity evidence: INDENTURE dated as of April 29, 2024, among Flutter Treasury DAC, a designated activity company incorporated under the laws of Ireland with registered number 748909, having its registered office at Belfield Office Park, Beech Hill Road, Clonskeagh, Dublin 4, D04 V972, Ireland (the “Issuer”), the Guarantors (as defined herein), Wilmington Trust (London) Limited, as security agent (the “Security Agent”) and Citibank, N.A., London Branch, as trustee (the “Trustee”), paying agent, transfer agent and registrar for the Notes (as defined below).

Target identity evidence: The Issuer, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein) of the Issuer’s 6.375% senior secured notes due 2029 (the “Dollar Notes”) and 5.000% senior secured notes due 2029 (the “Euro Notes” and, together with the Dollar Notes, the “Notes”).