The Stars Group Inc. (NASDAQ: TSG) (TSX: TSGI) (“The Stars Group” or the “Company”) announced today that it has filed a preliminary prospectus supplement (the “Preliminary Supplement”) to its short form base shelf prospectus dated January 16, 2018 relating to a proposed underwritten marketed public offering of common shares of the Company (the “Offering”).
The Offering contemplates a treasury offering of 15,000,000 common shares by the Company and a secondary offering of 6,000,000 common shares by certain shareholders (the “Selling Shareholders”).
The Offering will be priced in the context of the market with the price and total size of the Offering to be determined at the time of entering into an underwriting agreement for the Offering.
The Company and the Selling Shareholders will also grant the underwriters for the Offering an over-allotment option to purchase up to an additional 15% of the common shares to be sold pursuant to the Offering. The over-allotment option will be exercisable for a period of 30 days after closing.
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 (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 Inc. 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 Offering is subject to customary 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 Preliminary Supplement has been filed with the securities regulatory authorities in each of the provinces and territories of Canada. The Preliminary Supplement has also been 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. The Preliminary Supplement and the Registration Statement contain important detailed information about the Offering. A copy of the Preliminary Supplement and related short form base shelf prospectus can be found 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 . Copies of the Preliminary 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 Preliminary Supplement and the Registration Statement before making an investment decision.