All-Cash Transaction Unlocks Significant, Unrealized Value for Boyd Shareholders
Boyd, FanDuel Extend Market-Access Agreements through 2038

Boyd Gaming Corporation announced it has entered into a definitive agreement to sell the Company’s 5% equity interest in FanDuel Group to Flutter Entertainment plc for cash consideration of $1.755 billion.

The transaction is expected to close in the third quarter of 2025, subject to regulatory approvals. The Company intends to use net proceeds to reduce debt.

Keith Smith, President and Chief Executive Officer of Boyd, said: “This transaction unlocks the tremendous unrealized value that our investment in FanDuel has created for our Company. As a result, we are in a significantly stronger financial position to continue executing our strategy of investing in our properties, pursuing growth opportunities, returning capital to our shareholders, and maintaining a strong balance sheet.”

In addition to purchasing Boyd’s equity interest in FanDuel, Boyd and FanDuel will terminate certain existing market-access agreements between the parties and enter into new agreements to provide, among other things, for an extended term through 2038. The agreements will also provide Boyd with a fixed fee per state from FanDuel’s mobile sports-betting operations in Iowa, Indiana, Kansas, Louisiana and Pennsylvania, as well as FanDuel’s online casino operations in Pennsylvania, upon the close of this transaction.  FanDuel will also continue to operate Boyd’s retail sportsbooks outside of Nevada through mid-2026, after which time Boyd will assume responsibility for these operations.

Under terms of the revised market-access agreements with FanDuel, the Company now expects its Online segment will generate $50 million to $55 million in operating income and Adjusted EBITDAR for the full year 2025, and approximately $30 million in 2026.

Smith added: “The partnership between Boyd and FanDuel has been a remarkable success for both companies.  FanDuel has emerged as the nation’s clear leader in online sports-betting, while Boyd has been able to leverage this partnership to profitably participate in the rapid growth of sports betting across the country.  It has been a privilege to work with the Flutter and FanDuel teams, and we look forward to supporting FanDuel’s continued growth and success through our market-access agreements across the country.”

Moelis & Company LLC served as exclusive financial advisor to Boyd Gaming on the transaction.  Morrison & Foerster LLP served as legal advisor to Boyd Gaming on the transaction, with Brownstein Hyatt Farber Schreck, LLP advising on the commercial agreements.

Flutter Entertainment notes the recent decision by the Illinois State legislature to introduce a betting transaction fee for licensed operators on all sports wagers placed within the state from July 1, 2025 (Illinois Transaction Fee).

In response, from September 1, 2025, FanDuel, Flutter’s US market-leading brand, announces that it will introduce a new $0.50 transaction fee on each bet placed on its platform in Illinois. This decision reflects the significant increase in the cost of operating in Illinois driven by the new Illinois Transaction Fee. The introduction of this fee by the state follows a substantial increase in the betting tax rate in Illinois in 2024. Following the 2024 increase, extensive efforts were made by FanDuel to absorb the cost fully without impacting customers.

Should the state reverse its decision at any point in the future, FanDuel will immediately remove the $0.50 transaction fee.

Peter Jackson, Flutter CEO, commented: “It is important to recognize that there is an optimal level for gaming tax rates that enables operators to provide the best experience for customers, maximize market growth and maximize revenue for states over time. We are disappointed that the Illinois Transaction Fee will disproportionately impact lower wagering recreational customers while also punishing those operators who have invested the most to grow the online regulated market in the state. We also believe the introduction of the Illinois Transaction Fee will likely motivate some Illinois-based customers to bet with unregulated operators. These operators do not contribute tax revenue to the state, will not collect the newly announced transaction fee and do not offer the same levels of customer protection that regulated operators provide.”