Brightstar Lottery PLC Announces Successful Pricing of €500,000,000 of Senior Secured Notes Due 2032
Brightstar prices €500 million of new 2032 senior secured notes to refinance 2028 debt and repay revolving borrowings.
Rhea-AI Summary
Brightstar Lottery PLC (BRSL) has priced €500,000,000 of 4.875% Senior Secured Notes due 2032, expected to settle on September 17, 2026, subject to customary conditions.
The Notes, to be guaranteed by certain wholly owned subsidiaries, were priced at 99.360% of nominal value. Application has been made to list them on the Official List of Euronext Dublin and to admit them to trading on its Global Exchange Market. Brightstar intends to use the gross proceeds to fund a tender offer for its outstanding 2.375% Senior Secured Notes due 2028 (Reg S interests) including accrued interest, to repay utilizations under its senior revolving credit facilities, and to pay related fees and expenses.
The Notes will not be registered under the U.S. Securities Act and will not be offered to U.S. persons or to retail investors in the EEA or the United Kingdom, targeting only eligible counterparties and professional clients.
Positive
- €500,000,000 4.875% Senior Secured Notes due 2032 successfully priced at 99.360% of nominal
- Proceeds intended to refinance 2.375% Senior Secured Notes due 2028 via tender offer
- Proceeds also earmarked to repay utilizations under senior revolving credit facilities
- Application for listing and trading of the Notes on Euronext Dublin's Global Exchange Market
Negative
- New long-dated debt of €500,000,000 issued at a 4.875% coupon
- Completion of the Offering and settlement on September 17, 2026 remain subject to closing conditions
Key Figures
- Notes principal amount
- €500,000,000
- Senior secured notes due 2032
- Coupon
- 4.875%
- Senior secured notes due 2032
- Maturity
- 2032
- Senior secured notes
- Issue price
- 99.360%
- Of nominal amount
- Expected settlement
- September 17, 2026
- Subject to customary closing conditions
Historical Context
-
Launched tender offer and announced benchmark 2032 notes to refinance 2028 debt.
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Key Terms
senior secured notes financial
regulation s regulatory
mifid ii regulatory
priips regulation regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
Settlement of the Notes is subject to customary market and other closing conditions and is expected to occur on September 17, 2026.
Brightstar intends to use the gross proceeds from the sale of the Notes (i) to pay the purchase price for the Regulation S interests in its outstanding
The Notes are not being, and will not be, offered or sold in
MiFID II Product Governance / Professional Investors and ECPs Only Target Market – Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No key information document has been prepared as the Notes are not available to retail investors in the European Economic Area (the "EEA").
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
The Notes are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to, any retail investor in the
No action has been or will be taken in any jurisdiction in relation to the Notes to permit a public offering of securities.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this news release nor the Offering Memorandum constitutes an offer to sell, or a solicitation of an offer to buy, any security, nor shall there be any sale of any security in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
The distribution of this news release and the Offering Memorandum into certain jurisdictions may be restricted by law. Persons into whose possession this news release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The communication of this news release, the Offering Memorandum and any other documents or materials relating thereto is not being made, and such documents or materials have not been approved, by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000, as amended (the "FSMA"). Accordingly, such documents or materials are not being distributed to, and must not be passed on to, the general public in the
European Economic Area
In member states of the EEA, this news release and the Offering Memorandum is only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(e) Regulation (EU) 2017/1129 (as amended), together with any applicable implementing measures in any Member State. The Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with qualified investors. This news release should not be acted upon or relied upon in any member state of the EEA by persons who are not qualified investors.
None of the Offering, this news release or any other document or materials relating to the Offering have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The Offering is being carried out in
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 proposed transactions described above, including the successful completion of the Offering and the Tender Offer or, in the case of the Offering, will be made on the terms the Company currently contemplates, if at all. Information concerning these risks and other factors can be found in the Offering Memorandum and the tender offer memorandum with respect to the Tender Offer 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
© 2026 Brightstar Lottery PLC
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SOURCE Brightstar Lottery PLC
FAQ
What are the key terms of Brightstar's new Notes?
The issuance consists of €500,000,000 Senior Secured Notes bearing interest at 4.875% and maturing in 2032. The Notes will be issued by Brightstar Lottery PLC and guaranteed on a senior basis by certain wholly owned subsidiaries. They were priced at 99.360% of their nominal amount.
How does Brightstar intend to use the proceeds from the Notes?
Brightstar intends to use the gross proceeds to (i) pay the purchase price for the Regulation S interests in its outstanding 2.375% Senior Secured Notes due 2028 pursuant to its tender offer, including accrued and unpaid interest, (ii) repay utilizations under its senior revolving credit facilities, and (iii) pay fees and expenses related to the offering and tender offer.
Where will the new Notes be listed and traded?
Application has been made for the Notes to be listed on the Official List of Euronext Dublin and admitted to trading on the Global Exchange Market of Euronext Dublin.
When is settlement of the Notes expected?
Settlement of the Notes is expected to occur on September 17, 2026, subject to customary market and other closing conditions.
Who is eligible to invest in these Notes?
The manufacturer target market is eligible counterparties and professional clients only in the EEA and the United Kingdom. No PRIIPs key information document or UK retail disclosure document has been prepared, and the Notes are not intended to be offered, sold or otherwise made available to any retail investor in the EEA or the UK.
Are the Notes available to investors in the United States?
No. The Notes are not being, and will not be, offered or sold in the United States. They have not been, and will not be, registered under the U.S. Securities Act of 1933 or state securities laws and may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons, absent registration or an applicable exemption.
What restrictions apply to the distribution of the offering documents?
The news release and Offering Memorandum may not be distributed or acted upon in jurisdictions where doing so would be unlawful. In the United Kingdom, they may only be communicated to persons falling within specified exemptions under the Financial Promotion Order. In EEA member states, they are addressed only to qualified investors, and in Italy the offering is carried out as an exempted offer without CONSOB clearance.