Brightstar Lottery expects to purchase €342M 2028 notes
Brightstar Lottery PLC plans to retire a large portion of its 2028 notes using proceeds from a new 2032 bond issuance, pending customary closing conditions.
Rhea-AI Filing Summary
Brightstar Lottery PLC (BRSL) reports the results of its cash tender offer for its €500,000,000 2.375% Senior Secured Notes due 2028, with €342,207,000 aggregate principal amount of Regulation S interests validly tendered and, subject to the stated conditions, expected to be purchased.
After settlement, the outstanding principal amount of these 2028 notes will be €157,793,000. The purchase price and accrued interest are expected to be funded using part of the proceeds from Brightstar’s recently priced €500,000,000 4.875% Senior Secured Notes due 2032, with settlement of the 2032 notes targeted for September 17, 2026 and the tender offer settlement expected on September 18, 2026, each subject to customary market and closing conditions.
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Key Figures
Original 2028 notes principal: €500.0 million
Principal tendered in offer: €342.2 million
Principal outstanding after offer: €157.8 million
+5 more
8 metrics
Original 2028 notes principal
€500.0 million
Aggregate principal amount of 2.375% Senior Secured Notes due 2028 targeted by the offer
Principal tendered in offer
€342.2 million
Aggregate principal of Regulation S interests validly tendered and not withdrawn by the September 15, 2026 deadline
Principal outstanding after offer
€157.8 million
Outstanding principal amount of the 2.375% Senior Secured Notes due 2028 after expected settlement
Coupon on 2028 notes
2.375%
Interest rate on Senior Secured Notes due 2028
New 2032 notes issuance
€500.0 million
Principal amount of newly priced 4.875% Senior Secured Notes due 2032
Coupon on 2032 notes
4.875%
Interest rate on new Senior Secured Notes due 2032 used to fund the tender offer
Tender deadline time
4:00 p.m. London time
Expiration time of the tender offer on September 15, 2026
Expected settlement date of tender offer
September 18, 2026
Expected Settlement Date for the purchase of tendered 2028 notes, subject to conditions
Key Terms
Regulation S, Senior Secured Notes, Tender Offer Memorandum, Settlement Date, +1 more
5 terms
Regulation S regulatory
"any and all of the Regulation S interests in its outstanding"
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.
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.
Tender Offer Memorandum financial
"on 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.
Settlement Date financial
"The Settlement Date is expected to be September 18, 2026"
The settlement date is the day when a securities trade is finalized: the buyer’s cash is delivered and the seller’s shares or bonds are transferred into the buyer’s account. Think of it like the closing day of a purchase, when ownership and payment officially change hands; until then the trade exists as an agreement but not as completed property transfer. Investors care because payment timing affects cash availability, record of ownership, dividends, and legal rights tied to the asset.
forward-looking statements regulatory
"This news release contains forward-looking statements"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Brightstar Lottery PLC (BRSL) announce in this 6-K filing?
Brightstar Lottery PLC announced the results of a cash tender offer for its €500,000,000 2.375% Senior Secured Notes due 2028, with €342,207,000 principal amount of Regulation S interests validly tendered and expected to be purchased, subject to the tender offer conditions.
How many of Brightstar Lottery PLC’s 2028 notes will remain outstanding after the tender offer?
After the expected settlement of the offer, the outstanding principal amount of Brightstar Lottery PLC’s 2.375% Senior Secured Notes due 2028 will be €157,793,000, according to the announcement.
How is Brightstar Lottery PLC (BRSL) funding the purchase of the tendered 2028 notes?
Brightstar Lottery PLC expects to fund the purchase price and accrued interest for the tendered 2028 notes with a portion of the proceeds from its recently priced €500,000,000 4.875% Senior Secured Notes due 2032, subject to customary market and other closing conditions.
When are the settlement dates for Brightstar Lottery PLC’s tender offer and new 2032 notes?
Settlement of the new 4.875% Senior Secured Notes due 2032 is expected on September 17, 2026, and settlement of the tender offer for the 2028 notes is expected on September 18, 2026, each subject to customary market and other closing conditions.
What was the tender deadline for Brightstar Lottery PLC’s offer for the 2028 notes?
The tender deadline for Brightstar Lottery PLC’s offer to purchase Regulation S interests in its 2.375% Senior Secured Notes due 2028 expired at 4:00 p.m. London time on September 15, 2026.
Which securities were targeted in Brightstar Lottery PLC’s tender offer?
The tender offer targeted any and all of the Regulation S interests in Brightstar Lottery PLC’s outstanding €500,000,000 2.375% Senior Secured Notes due 2028 (ISIN: XS2051904733).
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of September 2026
Commission File Number 001-36906
BRIGHTSTAR LOTTERY PLC
(Translation of registrant’s name into English)
2 and 3 Eldon Street, Fifth Floor
London EC2M 7LS
United Kingdom
(Address of principal executive offices)
| Indicate by checkmark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: | |||||||||||
| Form 20-F | ☒ | Form 40-F | ☐ | ||||||||
Brightstar Lottery PLC Announces Results of Tender Offer
On September 16, 2026, Brightstar Lottery PLC (NYSE: BRSL) (the “Company”) 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”).
The Offer expired at 4:00 p.m., London time, on September 15, 2026. At the expiration of the Offer, €342,207,000 aggregate principal amount of the Notes had been validly tendered and not validly withdrawn. Subject to satisfaction of the conditions set forth in the tender offer memorandum, the Company intends to accept for purchase all such Notes.
The purchase price for the Notes accepted in the Offer, together with accrued and unpaid interest thereon, will 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 expected to occur on September 17, 2026, and settlement of the Offer is expected to occur on September 18, 2026, both subject to customary market and other closing conditions.
A copy of the news release relating to the above matters is set forth in Exhibit 99.1, which is being furnished herewith and incorporated by reference herein.
Exhibit Number | Description | |||||||
99.1 | News Release “Brightstar Lottery PLC Announces Results of Tender Offer” dated September 16, 2026. | |||||||
2
EXHIBIT INDEX
Exhibit Number | Description | |||||||
99.1 | News Release “Brightstar Lottery PLC Announces Results of Tender Offer” dated September 16, 2026. | |||||||
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: September 16, 2026 | BRIGHTSTAR LOTTERY PLC | |||||||
| By: | /s/ Pierfrancesco Boccia | |||||||
| Pierfrancesco Boccia | ||||||||
| Corporate Secretary | ||||||||
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NEWS RELEASE
Brightstar Lottery PLC Announces Results of Tender Offer
LONDON – September 16, 2026 – 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:
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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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