Brightstar Lottery PLC prices $750M 2033 notes, plans 2027 redemption

Brightstar Lottery PLC is refinancing a major portion of its debt by pricing $750,000,000 of new 5.750% Senior Secured Notes due 2033, co-issued with a wholly owned subsidiary and guaranteed by certain other subsidiaries.

Rhea-AI Filing Summary

Brightstar Lottery PLC is refinancing a major portion of its debt by pricing $750,000,000 of new 5.750% Senior Secured Notes due 2033, co-issued with a wholly owned subsidiary and guaranteed by certain other subsidiaries. Settlement of the notes is subject to customary closing conditions and is expected on December 15, 2025, and application has been made to list them on the Global Exchange Market of Euronext Dublin.

The company intends to use the proceeds, together with cash on hand, to redeem $750,000,000 of its outstanding 6.25% Senior Secured Notes due January 15, 2027 at a redemption price of $1,012.20 per $1,000.00 principal amount on December 16, 2025, and to pay related debt issuance costs. The redemption is conditional on the issuers receiving at least $750,000,000 in gross proceeds from the new notes sale.

Insights

Credit & Capital Structure Analyst

Brightstar is refinancing $750M of secured debt at a slightly lower coupon and longer maturity.

Brightstar Lottery PLC has priced $750,000,000 of 5.750% Senior Secured Notes due 2033 as co-issued debt guaranteed by certain subsidiaries. The stated intention is to use the proceeds, together with cash on hand, to redeem an equal principal amount of 6.25% Senior Secured Notes due January 15, 2027. This replaces nearer-term secured debt with longer-dated secured debt.

The transaction implies a modest reduction in coupon from 6.25% to 5.750%, while extending the maturity from 2027 to 2033. The company will pay a redemption price of $1,012.20 per $1,000.00 of the 2027 notes and incur debt issuance costs tied to the new notes. The redemption is explicitly conditioned on receiving at least $750,000,000 in gross proceeds from the new issuance, and settlement of the new notes is expected on December 15, 2025, with the redemption targeted for December 16, 2025.

The application to list the new notes on the Global Exchange Market of Euronext Dublin provides an additional trading venue but does not change the core economics described. Overall, these steps represent a planned debt refinancing with slightly lower stated interest cost and extended tenor; actual impact will follow from completion of the issuance and conditional redemption as outlined.

FAQ

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What did Brightstar Lottery PLC (BRSL) announce in this 6-K?

Brightstar Lottery PLC announced the successful pricing of $750,000,000 of 5.750% Senior Secured Notes due 2033 and its intention to redeem all of its outstanding 6.25% Senior Secured Notes due 2027 using the proceeds and cash on hand.

What are the key terms of Brightstar Lottery PLC7s new 2033 senior secured notes?

The new notes have a principal amount of $750,000,000, carry a 5.750% interest rate, and mature in 2033. They will be co-issued by Brightstar Lottery PLC and a wholly owned subsidiary and guaranteed on a senior basis by certain other wholly owned subsidiaries.

How will Brightstar Lottery PLC use the proceeds from the new notes offering?

The company intends to use the proceeds from the sale of the new $750,000,000 2033 notes, together with cash on hand, to redeem $750,000,000 of its 6.25% Senior Secured Notes due January 15, 2027 at $1,012.20 per $1,000.00 principal amount and to pay related debt issuance costs.

When are settlement of the new notes and redemption of the 2027 notes expected for BRSL?

Settlement of the new 5.750% Senior Secured Notes due 2033 is expected on December 15, 2025, and the redemption of the 6.25% Senior Secured Notes due 2027 is scheduled for December 16, 2025, subject to the stated conditions.

Is the redemption of Brightstar Lottery PLC7s 6.25% notes due 2027 conditional?

Yes. The redemption of the 6.25% Senior Secured Notes due 2027 is conditioned on the issuers receiving at least $750,000,000 in gross proceeds from the sale of the new 2033 notes, and a conditional notice of redemption will be sent to all registered holders.

Where will Brightstar Lottery PLC7s new senior secured notes be listed and traded?

Application has been made for the new 5.750% Senior Secured Notes due 2033 to be listed on the Official List of Euronext Dublin and admitted to trading on the Global Exchange Market of Euronext Dublin.

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Accepted by SEC EDGAR 12/03/2025 - 04:09 PM Learn about SEC filing dates

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 December 2025

Commission File Number 001-36906

BRIGHTSTAR LOTTERY PLC

(Translation of registrant’s name into English)

10 Finsbury Square, Third Floor

London, EC2A 1AF

United Kingdom

(Address of principal executive offices)

Indicate by check mark 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 Successful

Pricing of $750,000,000 of Senior Secured Notes Due 2033 and

Notice of Redemption of All of Its 6.25% Senior Secured Notes Due 2027

On December 3, 2025, Brightstar Lottery PLC (NYSE: BRSL) (the "Company") announced the successful pricing of $750,000,000 5.750% Senior Secured Notes due 2033 to be issued by the Company and Brightstar Global Solutions Corporation, a wholly-owned subsidiary of the Company (the "Subsidiary Issuer" and together with the Company, the "Issuers"), as co-issuers, and to be guaranteed on a senior basis by certain of the Company's other wholly-owned subsidiaries (the "Notes").

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.

Settlement of the Notes is subject to customary market and other closing conditions and is expected to occur on December 15, 2025.

The Issuers intend to use the proceeds from the sale of the Notes and cash on hand to redeem $750,000,000 of the Company's outstanding $750,000,000 6.25% Senior Secured Notes due January 15, 2027 (Rule 144A: ISIN/CUSIP US460599AD57/460599AD5 and Regulation S: ISIN/CUSIP USG4863AAK46/ G4863AAK4) (the "6.25% Notes due 2027") at a redemption price of $1,012.20 per $1,000.00 of the 6.25% Notes due 2027 on December 16, 2025 (the "Redemption") and to pay certain debt issuance costs incurred in connection with the Notes. The Redemption is conditioned on the receipt by the Issuers of at least $750,000,000 in gross proceeds from the sale of the Notes. A conditional notice of the Redemption will be sent to all registered holders of the 6.25% Notes due 2027.

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 Successful Pricing of $750,000,000 of Senior Secured Notes Due 2033 and Notice of Redemption of All of Its 6.25% Senior Secured Notes Due 2027" dated December 3, 2025

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EXHIBIT INDEX

Exhibit Number						Description
99.1						News Release "Brightstar Lottery PLC Announces Successful Pricing of $750,000,000 of Senior Secured Notes Due 2033 and Notice of Redemption of All of Its 6.25% Senior Secured Notes Due 2027" dated December 3, 2025

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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: December 3, 2025			BRIGHTSTAR LOTTERY PLC
			By:			/s/ Pierfrancesco Boccia
						Pierfrancesco Boccia
						Corporate Secretary

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