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United States securities and exchange commission logo
January 8, 2024
Peter Jackson
Chief Executive Officer
Flutter Entertainment plc
Belfield Office Park, Beech Hill Road
Clonskeagh, Dublin 4, D04 V972
Ireland
Re: Flutter
Entertainment plc
Amendment No. 2 to
Draft Registration Statement on Form 20-F
Submitted December
29, 2023
CIK No. 0001635327
Dear Peter Jackson:
We have reviewed your amended draft registration statement and have
the following
comments.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to this
letter and your amended
draft registration statement or filed registration statement, we may
have additional
comments. Unless we note otherwise, any references to prior comments are
to comments in our
December 21, 2023 letter.
Amendment No. 2 to Draft Registration Statement on Form 20-F
Item 5. Operating and Financial Review and Prospects
Key Operational Metrics, page 85
1. We note your revised
disclosure in response to prior comments 2 and 3. Please address the
following:
Revise to clarify
whether the example of a player using multiple products within one
brand in a
division (or within multiple brands within a division that use the same data
platform) would
result in the sum of AMPs for product categories that is greater than
the total AMPs for
the division and Group.
Revise to clarify
your reference to "each product category" in the example of a player
Peter Jackson
Flutter Entertainment plc
January 8, 2024
Page 2
that uses one product in two different brands in a division that
uses different data
platforms would count as one AMP for each product category used and
two total
AMPs for the applicable division and the Group as a whole. In this
regard, you refer
to only one product category in this example.
Revise to provide an example of a player that uses multiple
products within one
brand in multiple divisions, such as what seems possible with the
Betfair brand in the
UK&I and International divisions.
Where you present AMP information that includes duplicate player
counts, revise to
clearly indicate as such. For example, you disclose AMPs for each
product category
on pages 62 and 92 that includes duplicate player counts.
Alternatively, revise to disclose AMPs by product category
excluding duplicate
player counts or explain further why you are unable to provide such
information,
which would ensure consistency throughout your filing.
Considering the differences between the sum of AMPs by product
category for each
division and the total AMPs for each division excluding identified
duplicate players,
explain your basis for concluding that the extent of such
duplication is not material
and "primarily" relates to your UK&I division. For example, we note
for the six
months ended June 30, 2023, total AMPs by product for the U.S.
division of
3,662,000 exceeds total U.S. AMPs excluding duplicate accounts of
3,119,000 by
approximately 15%.
Revise footnote (1) to the table on page 92 to clarify what is
meant by Total Group
AMPs excludes identified duplicate players. In this regard, explain
that the AMPs for
each product category includes the duplicate player information and
that the Total
Group AMPs in the table is not a sum total of the product category
AMPs as this may
not otherwise be overly evident. Similar revisions should be made to
the breakdown
of AMPs by product category within each division beginning on page
97.
Please contact Joyce Sweeney at 202-551-3449 or Kathleen Collins at
202-551-3499 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Austin Pattan at 202-551-6756 or Matthew Derby at 202-551-3334 with any
other
questions.
Sincerely,
FirstName LastNamePeter Jackson
Division of
Corporation Finance
Comapany NameFlutter Entertainment plc
Office of
Technology
January 8, 2024 Page 2
cc: Joshua Bonnie
FirstName LastName