TORONTO, June 21, 2018 /CNW/ - 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 www.sedar.com and on EDGAR at www.sec.gov, and a copy of
the Registration Statement can be found on EDGAR at 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.
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SOURCE The Stars Group Inc.