888 (LSE: 888), one of the world's leading online betting and gaming companies today announces its intention, through 888 Acquisitions Limited and 888 Acquisitions LLC (with respect to Facility B only), each a wholly-owned subsidiary of the Company, to market £1,017 million (equivalent) aggregate principal amount of senior secured indebtedness, comprising (i) a US dollardenominated term loan B facility maturing in 2028 ("Facility B (USD)") and (ii) euro-denominated Senior Secured Fixed Rate Notes due 2027 and euro-denominated Senior Secured Floating Rate Notes due 2028 (together, the "Notes"). In addition, 888 Acquisitions Limited expects to enter into a £401 million (equivalent) euro-denominated term loan A facility ("Facility A (EUR)") and a £358 million GBP-denominated term loan A facility ("Facility A (GBP)"), each maturing in 2028, which are anticipated to be initially held and funded by one or more of the underwriters. 888 Acquisitions Limited also expects to enter into a £150 million multicurrency revolving credit facility, which is expected to be undrawn on the issue date, maturing in 2028 (the "Revolving Facility" and, together with Facility A (EUR), Facility A (GBP) and Facility B (USD), the "Senior Facilities"). The offering of the Notes (the "Offering") will be an offering exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act").
The Company expects to use the gross proceeds of the Offering, together with borrowings under the Senior Facilities and existing cash reserves (including the net proceeds of approximately £159 million resulting from the Company’s placing of new shares in April 2022) for the purposes of financing or refinancing (i) the purchase price for the proposed acquisition by 888 of the international (non-US) business of William Hill (the "WH Business"), (ii) the repayment of certain existing indebtedness of the WH Business, (iii) the payment of fees and expenses in connection with the transactions and (iv) with respect to the revolving credit facility, the service of ongoing working capital needs.
The Company reserves the right to determine whether or not to proceed with the Senior Facilities and the Offering based on market and other conditions. There is no assurance that the Offering or the entry by the Group into the Senior Facilities will be completed or, if completed, as to the terms on which they may be completed. Nothing in this announcement will serve to create any type of commitment whatsoever on the part of the Group to carry out the Offering or to proceed with the Senior Facilities and does not constitute a public offering, a tender or other offer of any kind, or solicitation to purchase securities of 888.
A copy of this announcement and an associated investor presentation will shortly be available at https://corporate.888.com.
