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United States securities and exchange commission logo
November 16, 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
Draft Registration
Statement on Form 20-F
Submitted October
20, 2023
CIK No. 0001635327
Dear Peter Jackson:
We have reviewed your
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.
Draft Registration Statement on Form 20-F
Overview, page ii
1. To provide further
context to your disclosure regarding the Group s financial growth
engine, please revise
to clarify the time period over which you are discussing these
expectations in light
of your current financial condition and results of operations for the
periods presented. In
addition, address the following:
When referring to
"margins" and "profitability" clarify the specific measures to which
you are referring.
To the extent you are referring to non-GAAP measures, ensure you
balance such
disclosure with discussion of the comparable GAAP measures.
Explain further
your expectation for rapid U.S. growth to drive accretion in the
Group's
profitability margin. In this regard, we note the U.S. segment experienced
significantly lower
Adjusted EBITDA Margins compared to your other geographic
segments for the
periods presented.
Peter Jackson
Flutter Entertainment plc
November 16, 2023
Page 2
When you discuss the expectation of driving earnings per share
growth, discuss your
net losses per share for the periods presented.
Regarding expectation for "rapid deleveraging" discuss your
current debt load and the
significant increase in borrowings from December 31, 2021 to
December 31, 2022.
2. You state here and elsewhere that you are the world s largest online
sports betting and
iGaming operator. Please revise to disclose the basis for this
statement.
Risk Factors
"In connection with our preparation for complying with the Sarbanes-Oxley Act,
we have
identified deficiencies in our internal control...", page 47
3. We note you have identified material weaknesses in your internal
control over financial
reporting. Please revise to disclose the timing of remediation
activities and clarify what
remains to be completed in your remediation efforts. Also, disclose
any material costs you
have incurred or expect to incur related to remediation.
Item 4. Information on the Company
B. Business Overview, page 57
4. Please reconcile the Average Monthly Players (AMPs) information
provided on page 60
for your sportsbook, iGaming and Other products on page 60 to total
AMPs discussed
elsewhere in the filing and explain any differences. For example,
sportsbook, iGaming and
Other products AMPs disclosed on page 60 total 14.5 million at June
30, 2023 compared
to 12.3 million disclosed elsewhere (i.e. pages ii, 57 and 80).
5. We note your disclosure that you "intend to return to shareholders
capital that cannot be
effectively deployed through organic investment or value creative
M&A." Please revise
to clarify whether you have any specific plans in place to return
capital to shareholders
such as through dividends, share buybacks or other programs and the
details of those
plans.
6. We note that your Positive Impact Plan strategy includes a
"comprehensive DE&I
strategy", "corporate social responsibility initiatives", and plans to
"to reduce [y]our
environmental impact through...carbon reduction strategies and
transition plans." Please
revise here and elsewhere as appropriate to provide a more complete
discussion regarding
each component of your Positive Impact Plan. As part of your disclosure,
discuss with
FirstName LastNamePeter Jackson
specificity what steps have been taken and plans implemented for each
component. To
Comapany NameFlutter
the extent aspectsEntertainment
of the Positiveplc
Impact Plan are aspirational in
nature, please provide
appropriate
November 16, 2023disclosure.
Page 2
FirstName LastName
Peter Jackson
FirstName LastNamePeter
Flutter Entertainment plc Jackson
Comapany 16,
November NameFlutter
2023 Entertainment plc
November
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FirstName LastName
Item 5. Operating and Financial Review and Prospects
Non-GAAP Measures, page 82
7. You state that your non-GAAP measures of Adjusted EBITDA and Adjusted
EBITDA
Margin enable a "better" comparison of your performance across periods
and
provide visibility to the performance of your business by excluding
the impact of certain
income or gains and expenses or losses. On page 98 you state that the
exclusion of certain
items is "necessary to provide a full understanding" of your core
operating results and as a
means to evaluate period-to-period results. Please revise to avoid
statements that imply
your non-GAAP financial measures provide more meaningful information
compared to
your GAAP financial measures. Also, describe why you believe excluding
certain items
provides additional useful information for assessing the company s
performance.
8. When quantifying and discussing Adjusted EBITDA Margin for the
consolidated Group,
please revise to disclose GAAP net loss margin with equal or greater
prominence. In this
regard, revise the table on page 87 to include GAAP net loss margin
information. Also,
revise your disclosures on pages 88 and 90 to include a discussion of
GAAP net loss
margin and the factors impacting the change in such measure before
your discussion of
Adjusted EBITDA Margin. Refer to Item 10(e)(1)(A) of Regulation S-K
and Question
102.10(a) of the Non-GAAP Financial Measures Compliance and Disclosure
Interpretations.
Key Operational Metrics, page 83
9. Please revise to clarify whether AMPs includes unique players or
whether a player can be
counted more than once in this measure. Also, clarify whether AMPs
includes players
who placed and/or wagered stake and/or contributed to rake or
tournament fees using only
new player or player retention incentives, and if so, revise to
quantify the impact of
including such players in this metric, if material. Refer to Item 5 of
Form 20-F and
Section I of SEC Release No. 33-10751.
10. You refer to stakes and sportsbook net revenue margin as key
operational metrics related
to your sportsbook products only, while AMPs includes players for both
your sportsbooks
and iGaming products. Please address the following as it relates to
your key operational
metrics:
Provide us with a breakdown of AMPs between sportsbooks and
iGaming players by
segment for each period presented. In an effort to add further
context to your key
operational metrics, tell us your consideration to include this
breakdown in the filing
or explain why you do not believe such information is necessary to
an understanding
of your business.
Tell us why you do not present stakes or similar metric for your
iGaming products
and if available, provide us this information by segment for each
period presented.
Tell us, and revise to disclose, how you monitor your ability to
grow player value for
your sportsbook products. For example, tell us your consideration
to include
Peter Jackson
FirstName LastNamePeter
Flutter Entertainment plc Jackson
Comapany 16,
November NameFlutter
2023 Entertainment plc
November
Page 4 16, 2023 Page 4
FirstName LastName
measures such as amounts wagered per sportsbook player, revenue
per sportsbook
player, etc.
Similarly tell us how you monitor your ability to grow player
value for
iGaming products or what measures besides AMPs you use for such
products and
revise to include a quantified discussion of such metrics for
each period presented.
item 7. Major Shareholders and Related Party Transactions
A. Major Shareholders, page 126
11. Please disclose the natural persons that hold investment and/or voting
power of the shares
owned by The Capital Group Companies, Inc., Caledonia (Private)
Investments Pty
Limited, BlackRock Inc., and Parvus Asset Management Europe Limited.
Refer to Item
7.A of Form 20-F.
Unaudited Condensed Consolidated Financial Statements
Note 18. Subsequent Events, page F-25
12. Please tell us when you recorded the acquisition of the redeemable
noncontrolling interest
of Junglee Games, which you disclose was completed in July 2023. In
this regard, we note
75 million acquisition of redeemable non-controlling interests is
included in
the Statements of Changes in Shareholders' Equity and Redeemable
Non-Controlling
Interests for the six months ended June 30, 2023. In addition,
disclose the date through
which you evaluated subsequent events and whether this was the date
the financial
statements were issued or available to be issued. Refer to ASC
855-10-50-1.
Note 2. Summary of Significant Accounting Policies
Player deposits - cash and cash equivalents, page F-34
13. We note your disclosure that player deposits are held for customers
and do not belong to,
and are not at the disposal of, the Group. Please revise to clarify
whether the company has
legal ownership to player deposits. Also, tell us how you determined
that the funds
collected as well as the player deposit liability should be reflected
on your consolidated
balance sheet. Provide the accounting guidance considered to supports
your conclusions.
Revenue recognition, page F-37
14. We note that sportsbook and iGaming revenues represent the net win or
loss from a
sporting event or game, net of new player incentives and player
retention incentives.
Please describe for us the nature and terms for both new player
incentives and player
retention incentives and your determination that such incentives
should be netted against
the respective revenues. As part of your response tell us the amount
of player incentives
for each period presented, separately for the applicable sportsbook
and iGaming revenues.
15. Please describe for us the various services provided for each of your
draw based National
Numeric Totalizer Gaming (NTNG) and instant lottery games and the
basis for
your determination that the services provided in such arrangements are
a single
Peter Jackson
Flutter Entertainment plc
November 16, 2023
Page 5
performance obligation. In addition, describe for us your basis for
recognizing revenue
upon execution of the draw for NTNG products and upon delivery of
instant tickets to a
retailer for instant lottery games. In your response, please tell us the
amount of
revenue generated from these lottery services for each period presented.
Refer to ASC
606-10-25-19 and 25-30.
General
16. We note that your ADR currently trades on the OTC Markets under the
symbol
"PDYPY." Please provide a discussion of the existence of such ADR where
relevant.
17. We note that you received notice of a cybersecurity incident on August
15, 2023, and that
you do not expect that this incident will have a material impact on
our operations or
financial results. Please explain how you reached this conclusion or,
to the extent you
have been materially impacted by a cybersecurity breach, please include
a description of
the incident, costs, and other consequences in an appropriate risk
factor.
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 Kyle Wiley at 202-344-5791 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
November 16, 2023 Page 5
cc: Joshua Bonnie
FirstName LastName