TORONTO, June 22, 2018 /PRNewswire/ --
The Stars Group Inc. (Nasdaq: TSG) (TSX: TSGI) ("The Stars
Group" or the "Company") announced today the upsizing and pricing
of its underwritten public offering of common shares (the
"Offering") at a price of US$38.00
per common share. The underwriters have agreed to purchase
17,000,000 common shares from the Company and 8,000,000 common
shares from certain shareholders of the Company (the "Selling
Shareholders"). The net proceeds to the Company, after underwriting
discounts and commissions, but before estimated expenses of the
Offering payable by the Company, are expected to be approximately
US$622 million.
The Company and the Selling Shareholders have granted the
underwriters for the Offering an over-allotment option to purchase
up to 1,875,000 and 1,875,000 additional common shares,
respectively. The over-allotment option will be exercisable for a
period of 30 days from the date hereof.
The Offering is expected to close on June
26, 2018, subject to the satisfaction of customary closing
conditions, including, but not limited to, the listing of the
treasury common shares on the Toronto Stock Exchange and the Nasdaq
and the approval of the Toronto Stock Exchange.
The Stars Group intends to use the net proceeds from the
treasury offering, together with debt financing and cash on hand to
fund the previously announced acquisition of Sky Betting &
Gaming, a leading mobile-led betting and gaming operator (the
"Acquisition"). The Offering is not contingent on the closing of
the Acquisition or any debt financing. If for any reason the
Acquisition does not close, the Company intends to use the net
proceeds from the Offering for general corporate purposes.
Morgan Stanley, J.P. Morgan and Deutsche Bank Securities are
acting as the joint book-running managers and representatives of
the underwriters for the Offering. The additional joint
book-running managers for the Offering are Goldman Sachs & Co.
LLC, Barclays, BMO Capital Markets and Macquarie Capital
(USA) Inc. The co-managers for the
Offering are Blackstone Capital Markets, Cormark Securities
(USA) Limited, Canaccord Genuity
Corp., Union Gaming Securities, LLC and Investec Bank plc.
The Company will file a final prospectus supplement (the
"Prospectus Supplement") to its short form base shelf prospectus
dated January 16, 2018 with the
securities regulatory authorities in each of the provinces and
territories of Canada. The
Prospectus Supplement will also be filed with the U.S. Securities
and Exchange Commission (the "SEC") as part of a registration
statement on Form F-10 (the "Registration Statement") under the
U.S./Canada Multijurisdictional Disclosure System. A copy of the
Prospectus Supplement and related short form base shelf prospectus,
containing pricing information and other important detailed
information about the Offering, may be found, when available, on
SEDAR at http://www.sedar.com and on EDGAR at http://www.sec.gov,
and a copy of the Registration Statement can be found on EDGAR at
http://www.sec.gov . When available, copies of the Prospectus
Supplement and the Registration Statement may also be obtained in
the United States from Morgan
Stanley, Attention: Prospectus Department, 180 Varick Street, 2nd
Floor, New York, NY 10014; J.P.
Morgan Securities LLC, Attention: Broadridge Financial Solutions,
1155 Long Island Avenue, Edgewood,
NY 11717; or Deutsche Bank Securities Inc., Attention:
Prospectus Group, 60 Wall Street, New
York, NY 10005-2836 and in Canada from J.P. Morgan Securities Canada
Inc., Attention: Broadridge Financial Solutions, 1155 Long Island
Avenue, Edgewood, NY
11717. Prospective investors should read the Prospectus
Supplement and the Registration Statement before making an
investment decision.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
About The Stars Group
The Stars Group is a leading provider of technology-based
product offerings in the global gaming and interactive
entertainment industries. The Stars Group directly or indirectly,
including through its Stars Interactive Group division, owns gaming
and related consumer businesses and brands, such as PokerStars,
PokerStars Casino, BetStars, Full Tilt, and the PokerStars Players
No Limit Hold'em Championship, European Poker Tour, PokerStars
Caribbean Adventure, Latin American Poker Tour, Asia Pacific Poker
Tour, PokerStars Festival and PokerStars MEGASTACK live poker tour
and event brands. These brands together have millions of registered
customers globally and collectively form the largest poker business
in the world, comprising online poker games and tournaments,
sponsored live poker competitions, marketing arrangements for
branded poker rooms in popular casinos in major cities around the
world, and poker programming and content created for television and
online audiences. The Stars Group, through certain of these and
other brands, also offers non-poker gaming products, including
casino and sportsbook. The Stars Group, through certain of its
subsidiaries, is licensed or approved to offer, or offers under
third party licenses or approvals, its product offerings in various
jurisdictions throughout the world, including in Europe, both within and outside of the
European Union, Australia, the
Americas and elsewhere. In particular, The Stars Group, through its
subsidiaries, currently holds gaming licenses or approvals in
18 jurisdictions, with PokerStars being the world's most
licensed online gaming brand, holding 17 of such licenses or
approvals.
Cautionary Note Regarding Forward Looking Statements and
Other Information
This news release may contain forward-looking statements and
information within the meaning of applicable securities laws,
including, without limitation, the planned Offering and
Acquisition, the use of proceeds from the Offering, and plans
regarding the financing of the Acquisition. Forward-looking
statements can, but may not always, be identified by the use of
words such as "anticipate", "plan", "continue", "estimate",
"expect", "may", "will", "intend", "could", "might", "would",
"should", "believe", and similar references to future periods or
the negatives of these words and expressions. These statements are
based on management's current expectations and are subject to a
number of risks, uncertainties, and assumptions, including
litigation risk, market and economic conditions, business prospects
or opportunities, future plans and strategies, projections,
anticipated events and trends and regulatory changes that affect
The Stars Group, its subsidiaries, and its and their respective
customers and industries. There can be no assurance that actual
results will not differ materially from those expressed or implied
in forward-looking statements. Undue reliance should not be placed
on forward-looking statements. Please refer to The Stars Group's
most recent annual information form and annual and interim
financial statements and management's discussion and analysis for
more information about the factors, assumptions and risks that may
apply to The Stars Group's forward-looking statements. Each
forward-looking statement speaks only as of the date hereof, and
The Stars Group undertakes no obligation to correct or update any
forward-looking statement, whether as a result of new information,
future events or otherwise, except as required by applicable
law.
For investor relations, please contact:
Tim Foran,
Tel: +1-437-371-5730,
ir@starsgroup.com
For media inquiries, please contact:
Eric Hollreiser,
Press@starsgroup.com