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United States securities and exchange commission logo
December 21, 2023
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. 1 to
Draft Registration Statement on Form 20-F
Submitted December
6, 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
November 16, 2023 letter.
Amendment No. 1 to Draft Registration Statement on Form 20-F
Business Overview, page 57
1. We note your response
to prior comment 6. Please revise to clarify whether any aspects of
your Positive Impact
Plan are required to be implemented by management, or if there are
any specific milestones
or actions that must be taken in order to achieve the stated
goals. If not, please
revise to clearly state as such.
Item 5. Operating and Financial Review and Prospects
Key Operational Metrics, page 84
2. Your revised disclosure
in response to prior comment 4 states that multi-product players
Peter Jackson
FirstName LastNamePeter
Flutter Entertainment plc Jackson
Comapany21,
December NameFlutter
2023 Entertainment plc
December
Page 2 21, 2023 Page 2
FirstName LastName
that use a single brand are not duplicated when determining total AMPs
in each division
or the Group's total AMPs, and players that use multiple brands within
a division would
be counted as an AMP for each brand that they use. Please revise to
address the following:
Identify the significant brands that cross multiple product
categories and the related
product categories for each significant brand.
Explain why you utilize a different methodology to count players
that use multiple
brands within a division and not multi-product players that use a
single brand,
specifically clarifying the significance of brands in determining
AMPs.
Explain why duplicate counting of players that use multiple brands
within a division
does not result in a difference between the aggregate of AMPs by
geographic division
and total Group AMPs.
In your response, provide us with examples of how players can be
counted in your
AMPs measure based on product, brand and division to add context
to your definition
of AMPs on page 58.
3. We note your response to prior comment 10. Please address the
following regarding
AMPs:
Revise to discuss the extent to which you use AMPs in managing
your business,
across product categories, geographic divisions, and at the Group
level.
Explain what is meant by the reference in your response to
"quantum" playing
individual products.
Revise to quantify total Group AMPs for the prior comparable
periods. In this regard
we note that you quantify the increases in AMPs as part of your
discussion and
analysis of consolidated results on pages 90 and 91.
In your response, provide us with the breakdown of AMPs between
sportsbooks and
iGaming players by segment for each period presented, if available.
Further explain to us why you believe providing such breakdown of
AMPs would not
be meaningful for an understanding of your business. In this regard
we note
discussion and quantification of the increase in AMPs in relation
to iGaming
revenues for the U.S. geographic division on page 93.
4. Regarding your response to prior comment 10 as it relates to iGaming
products, please
explain why the lack of variability of outcome causes staking
information for iGaming to
be a less relevant metric. In your response, provide us with
quantified information
of stakes or a similar metric for your iGaming products by geographic
segment for each
period presented, to the extent available. In addition, tell us the
net revenue margin or
similar measure for iGaming by geographic segment for each period
presented, if
available.
Trends and Factors Affecting Our Future Performance, page 85
5. We note your revised disclosure in response to prior comment 3 that
remediation actions
related your internal control over financial reporting are expected to
be time-consuming
and put significant demands on the company's financial and operational
resources. While
you state that you cannot provide an estimate of the costs expected to
be incurred, please
Peter Jackson
Flutter Entertainment plc
December 21, 2023
Page 3
revise here to discuss, in qualitative terms, the impact of remediation
if the related costs
are reasonably likely to be material. Refer to Item 5.D of Form 20-F.
General
6. We note your release of your third quarter trading update on your
company website,
please include a discussion of your financial performance for this
period in your
registration statement.
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
December 21, 2023 Page 3
cc: Joshua Bonnie
FirstName LastName