Brightstar Lottery PLC Announces Results of Tender Offer

Brightstar plans to retire most of its 2028 notes using proceeds from higher‑coupon debt maturing in 2032, extending its debt profile.

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Rhea-AI Sentiment

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Rhea-AI Summary

Brightstar Lottery PLC (BRSL) reported the results of its cash tender offer for any and all Regulation S interests of its €500,000,000 2.375% Senior Secured Notes due 2028, which expired on September 15, 2026.

Investors tendered €342,207,000 aggregate principal amount of the Notes, all of which Brightstar intends to accept, leaving €157,793,000 outstanding after the expected September 18, 2026 settlement, subject to conditions. The purchase price and accrued interest are expected to be funded from a portion of the proceeds of Brightstar's recently priced €500,000,000 4.875% Senior Secured Notes due 2032, which are expected to settle on September 17, 2026, also subject to customary market and closing conditions.

Positive

Tender offer acceptance of €342,207,000 principal cuts 2028 notes significantly
Notes outstanding after settlement fall to €157,793,000
New €500,000,000 2032 notes extend debt maturity profile by four years

Negative

Refinancing moves from 2.375% coupon to higher 4.875% rate
Completion of both tender and 2032 notes settlement remains subject to closing conditions

Market Context

On September 9, 2026, BRSL fell 4.18% after the prior announcement concerning pricing of the replace...

Analysis

On September 9, 2026, BRSL fell 4.18% after the prior announcement concerning pricing of the replacement notes; this release reported tender uptake and the planned remaining balance in that same refinancing sequence.

Key Figures

Tendered principal: €342,207,000 Accepted principal: €342,207,000 Remaining principal: €157,793,000 +4 more

Tendered principal: €342,207,000; Regulation S interests tendered as of the September 15, 2026 deadline
Accepted principal: €342,207,000; Regulation S interests accepted subject to offer conditions
Remaining principal: €157,793,000; Outstanding amount after the settlement date
Existing notes: €500,000,000 at 2.375%; Senior secured notes due 2028
Replacement notes: €500,000,000 at 4.875%; Senior secured notes due 2032
Tender deadline: September 15, 2026; 4:00 p.m. London time
Settlement date: September 18, 2026; Expected settlement subject to customary closing conditions

Historical Context

2 past events · Latest: Sep 09

2 events

Sep 09
Senior notes pricing

24h Move

-4.2%

Priced new senior secured notes intended to fund the tender offer and related debt uses
Sep 08
Tender offer launch

24h Move

-1.6%

Launched tender offer alongside a benchmark offering of new senior secured notes

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

regulation s, isin, tender offer memorandum, senior secured notes

4 terms

regulation s regulatory

"the Regulation S interests in its outstanding €500,000,000 2.375% Senior Secured Notes"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

isin regulatory

"Notes (ISIN: XS2051904733)."

A 12-character International Securities Identification Number (ISIN) is a unique code that acts like a passport for a specific stock, bond or other tradable security so it can be identified worldwide. Investors and systems use it to ensure they are buying, selling and tracking the exact same instrument across exchanges and data feeds, which prevents costly mix-ups and makes portfolio reporting, settlement and regulatory checks simpler and more reliable.

View in glossary

tender offer memorandum financial

"the terms and subject to the conditions set out in the tender offer memorandum"

A tender offer memorandum is a formal document given to shareholders when an investor or company offers to buy some or all of their shares directly. It lays out the offer price, how long the offer lasts, conditions that must be met, steps shareholders must follow to tender (sell) their stock, and key legal and risk disclosures. Investors use it like a detailed sales brochure with all the rules and facts needed to decide whether to accept the offer.

senior secured notes financial

"€500,000,000 2.375% Senior Secured Notes due 2028"

Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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09/16/2026 - 04:00 AM

LONDON, Sept. 16, 2026 /PRNewswire/ -- Brightstar Lottery PLC (NYSE:BRSL) ("Brightstar") today announced the results of its previously announced tender offer (the "Offer") to purchase for cash any and all of the Regulation S interests in its outstanding €500,000,000 2.375% Senior Secured Notes due 2028 (the "Notes") (ISIN: XS2051904733).

The Offer was made on the terms and subject to the conditions set out in the tender offer memorandum dated September 8, 2026 (the "Tender Offer Memorandum"). Capitalized terms used herein but not defined have the meanings given to them in the Tender Offer Memorandum.

The Tender Deadline of the Offer expired at 4:00 p.m., London time, on September 15, 2026. As of the Tender Deadline, €342,207,000 aggregate principal amount of the Regulation S interests in the Notes were validly tendered (and not validly withdrawn) pursuant to the Offer. Subject to satisfaction of all conditions set out in the Tender Offer Memorandum, Brightstar intends to accept for purchase all of the Regulation S interests in the Notes tendered in the Offer. The aggregate principal amount of Regulation S interests in the Notes accepted for purchase pursuant to the Offer is therefore €342,207,000. The outstanding principal amount of the Notes after the Settlement Date will be €157,793,000.

The Settlement Date is expected to be September 18, 2026, subject to customary market and other closing conditions.

The purchase price for the Notes accepted in the Offer, together with accrued and unpaid interest thereon, is expected to be funded with a portion of the proceeds from the Company's recently priced €500,000,000 4.875% Senior Secured Notes due 2032. Settlement of the Senior Secured Notes due 2032 is subject to customary market and other closing conditions and is expected to occur on September 17, 2026.

Deutsche Bank AG, London Branch, and Banco Santander, S.A. acted as the Joint Lead Dealer Managers for the Offer. Crédit Agricole Corporate and Investment Bank and ING Bank N.V., London Branch, acted as the Co-Dealer Managers for the Offer.

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Memorandum. Neither this news release nor the Tender Offer Memorandum constitutes an invitation to participate in the Offer in or from any jurisdiction in or from which, or to any person to or from whom, it is unlawful to make the Offer or solicitation under any applicable securities, blue sky or other laws. The distribution of this news release and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this news release or the Tender Offer Memorandum comes are required by Brightstar, the Joint Lead Dealer Managers and the Tender and Information Agent to inform themselves about, and to observe, any such restrictions.

About Brightstar Lottery PLC

Brightstar Lottery PLC (NYSE:BRSL) is a global leader in lottery focused on innovation and forward-thinking strategies and solutions, building on our renowned expertise in delivering secure technology and producing reliable, comprehensive solutions for our customers. As a premier pure play global lottery company, our best-in-class lottery operations, retail and digital solutions, and award-winning lottery games enable our customers to achieve their goals, entertain players and distribute meaningful benefits to communities. Brightstar has a well-established local presence and is a trusted partner to governments and regulators around the world, creating value by adhering to the highest standards of service, integrity, and responsibility. Brightstar serves nearly 90 lottery customers and their players on six continents. It is the primary technology provider to 26 of the 46 lottery jurisdictions in the U.S. and eight of the world's 10 largest lotteries with central systems. Brightstar has approximately 6,000 employees. For more information, please visit www.brightstarlottery.com.

Cautionary Statement Regarding Forward-Looking Statements

This news release contains forward-looking statements (including within the meaning of the Private Securities Litigation Reform Act of 1995) concerning Brightstar Lottery PLC and its consolidated subsidiaries (the "Company") and other matters. All statements, other than statements of historical facts, included in this news release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. Forward-looking statements may be accompanied by words such as "aim," "anticipate," "believe," "plan," "could," "would," "should," "shall," "continue," "estimate," "expect," "forecast," "future," "guidance," "intend," "may," "will," "possible," "potential," "predict," "project" or the negative or other variations of them. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements represent management's good faith expectations, projections, guidance or beliefs concerning future events, and it is possible that the results described in this news release will not be achieved. Specifically, the Company cannot assure you that the conditions to the Offer will be satisfied or waived, that all Notes validly tendered will be accepted for purchase, or that the Offer will be completed or settled on the terms or timetable currently contemplated, or at all. Information concerning these risks and other factors can be found in the Tender Offer Memorandum and the documents filed or furnished by the Company from time to time with the SEC, including the Company's latest annual report on Form 20-F, which are available on the SEC's website at www.sec.gov and on the investor relations section of the Company's website at www.brightstarlottery.com. Except as required under applicable law, the Company does not assume any obligation to update these forward-looking statements. You should carefully consider these factors and other risks and uncertainties that may affect the Company's business. All forward-looking statements contained in this news release are qualified in their entirety by this cautionary statement. All subsequent written or oral forward-looking statements attributable to the Company, or persons acting on its behalf, are expressly qualified in their entirety by this cautionary statement.

Contact:
Mike DeAngelis, Corporate Communications, +1 (401) 392-1000,
mike.deangelis@brightstarlottery.com
Matteo Selva, Italian media inquiries, +39 366 6803635
James Hurley, Investor Relations, +1 (401) 392-7190

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SOURCE Brightstar Lottery PLC

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How will Brightstar fund the purchase of the tendered 2028 Notes?

The purchase price for the 2028 Notes accepted in the tender offer, together with accrued and unpaid interest, is expected to be funded with a portion of the proceeds from Brightstar's recently priced €500,000,000 4.875% Senior Secured Notes due 2032, which are expected to settle on September 17, 2026, subject to customary market and other closing conditions.

What are the expected settlement dates for the tender offer and the new 2032 Notes?

The settlement of the new 4.875% Senior Secured Notes due 2032 is expected on September 17, 2026, and the settlement date for the tender offer for the 2.375% Notes due 2028 is expected on September 18, 2026, each subject to customary market and other closing conditions.

Which banks acted as dealer managers for the tender offer?

Deutsche Bank AG, London Branch, and Banco Santander, S.A. acted as Joint Lead Dealer Managers for the tender offer, while Crédit Agricole Corporate and Investment Bank and ING Bank N.V., London Branch, acted as Co-Dealer Managers.

Brightstar Lottery PLC Announces Results of Tender Offer