GSO Capital Partners announces secondary offering of common shares of The Stars Group
NEW YORK, June 21, 2018 (GLOBE NEWSWIRE) -- GSO Capital Partners LP (“GSO”), in its capacity as investment manager or advisor of certain funds (the “GSO Funds”), announces that the GSO Funds entered into an underwriting agreement with The Stars Group Inc. (“The Stars Group”) and a syndicate of underwriters (the “Underwriters”) in connection with a treasury offering by The Stars Group of 17,000,000 common shares (the “Treasury Shares”) and a secondary offering by the GSO Funds of an aggregate of 8,000,000 common shares (the “Secondary Shares”, and together with the Treasury Shares, the “Offered Shares”) at a price of US$38 per Offered Share (the “Offering Price”). Closing of the offering of Offered Shares (the “Offering”) is expected to close on June 26, 2018 (the “Closing Date”), subject to the satisfaction of customary closing 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 GSO Funds and The Stars Group have granted to the Underwriters an option, exercisable for 30 days from the Closing Date, to purchase up to 1,875,000 additional Secondary Shares and 1,875,000 additional Treasury Shares, respectively (representing approximately 7.5% and approximately 7.5%, respectively, of the total number of Offered Shares) at the Offering Price, less underwriting discounts and commissions (the “Over-Allotment Option”).
As of the date hereof, the GSO Funds beneficially own, and GSO has control or direction over, 651,060 convertible preferred shares (the “Preferred Shares”) and 85,000 vested options over which a former consultant to The Stars Group granted GSO the sole right to direct his exercise of interests and rights (the “Options”). On a partially diluted basis (in respect of all securities of The Stars Group held by the GSO Funds and the Options), assuming conversion on the date hereof of only those Preferred Shares held by the GSO Funds and exercise of the Options (but assuming no exercise, conversion or exchange of any other options, warrants or convertible securities of The Stars Group outstanding on the date hereof), on the basis of 155,063,339 Common Shares issued and outstanding on June 21, 2018, the GSO Funds would have beneficial ownership of, and GSO would have control or direction over, approximately 18.1% of the issued and outstanding Common Shares of The Stars Group.
After giving effect only to the Offering and assuming no exercise of the Over-Allotment Option, the GSO Funds will beneficially own, and GSO will have control or direction over, approximately 498,910 Preferred Shares and the Options (and underlying Common Shares). On a partially diluted basis (in respect of all securities of The Stars Group held by the GSO Funds and the Options), assuming conversion of only those Preferred Shares held by the GSO Funds and exercise of the Options (but assuming no exercise, conversion or exchange of any other options, warrants or convertible securities of The Stars Group outstanding on the date hereof), on the basis of approximately 180,063,339 Common Shares issued and outstanding after giving effect to the Offering (assuming no exercise of the Over-Allotment Option), the GSO Funds would have beneficial ownership of, and GSO would have control or direction over, approximately 12.8% of the issued and outstanding Common Shares of The Stars Group (approximately 11.7% if the Over-Allotment Option is exercised in full).
The GSO Funds are disposing of the Common Shares for investment purposes. The GSO Funds and GSO may, depending on market and other conditions, change their beneficial ownership of (or control or direction over) securities of The Stars Group.
GSO will be filing an early warning report under the SEDAR profile of The Stars Group at www.sedar.com. A copy may also be obtained by contacting Christine Anderson, (212) 583-5182. The head office of The Stars Group is located at Royal Bank Plaza, South Tower, Suite No. 3205, 200 Bay Street, Toronto, Ontario M5J 2J5.
GSO Capital Partners LP
345 Park Avenue
31st Floor
New York, NY 10154 USA
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