Stars Group To Buy Sky Betting & Gaming In $4.7 Bln Cash And Stock Deal

(RTTNews) - Stars Group Inc. (TSG, TSGI.TO) said Saturday that it has agreed to acquire Sky Betting & Gaming or "SBG" from CVC Capital Partners and Sky plc (SKY.L) in a cash and stock transaction valued at US$4.7 billion.

As per the terms of the acquisition agreement and based on the closing price of The Stars Group's common stock on April 20, 2018, the transaction has an enterprise value of about $4.7 billion, of which $3.6 billion is payable in cash and the remainder is payable in approximately 37.9 million newly-issued common shares. The new shares will represent about 20% of The Stars Group's issued and outstanding common shares giving effect to the transaction and the anticipated acquisitions of CrownBet and William Hill Australia.

Substantially all of the common shares issued to the sellers will be subject to certain transfer restrictions for a minimum of six months, subject to customary exceptions.

The Stars Group estimates that the transaction will be neutral to adjusted earnings per share on a diluted basis in the first full year following its completion and have a positive impact thereafter.

The Stars Group said it has obtained fully committed debt financing of approximately $6.9 billion including $5.1 billion of first lien term loans, $1.4 billion of senior unsecured notes and a $400 million revolving credit facility. The funded proceeds of $6.5 billion will be used for the cash portion of the transaction consideration, refinancing the Company's existing first lien term loan and repaying SBG's outstanding debt.

The Stars Group's Board of Directors unanimously approved the transaction. The Stars Group currently anticipates completing the transaction in the third quarter of 2018.

Completion of the transaction is conditional upon obtaining customary approvals from the Toronto Stock Exchange, Nasdaq, and certain gaming and other regulatory authorities, as well as the completion of other customary closing conditions. Approval of the transaction by The Stars Group's shareholders will not be a requirement or condition to close.

SBG is currently home to the United Kingdom's largest active online player base and, with over 80% of revenues generated from mobile devices, is a leading mobile betting and gaming operator. SBG's unaudited annual revenue was 624 million pounds and unaudited adjusted EBITDA was 202 million pounds in the 12-month period ended December 31, 2017, representing compounded annual growth rates of approximately 46% and 51%, respectively, over the prior two years.