London – September 11, 2026 -- Brightstar Lottery PLC (NYSE: BRSL) launched a tender offer for any and all Regulation S interests in its outstanding €500,000,000 2.375% Senior Secured Notes due 2028, offering holders €990.00 per €1,000 in nominal value plus accrued interest.
Brightstar plans a new euro-denominated benchmark bond due 2032 to fund the buyback
The company simultaneously announced a benchmark offering of euro-denominated senior secured notes due 2032, guaranteed on a senior basis by certain wholly-owned subsidiaries. Brightstar has applied to list the new notes on the Official List of Euronext Dublin and admit them to trading on the Global Exchange Market. Completion of the new bond sale is a condition to the tender offer, though Brightstar retains sole discretion to waive that requirement.
Proceeds will retire the 2028 notes and cut revolver borrowings
Gross proceeds from the new notes are earmarked to pay the purchase price and accrued interest on tendered 2028 notes, repay utilizations under Brightstar's senior revolving credit facilities, and cover fees tied to both transactions. Brightstar said the combined moves are designed to extend the weighted average maturity of its debt profile.
Tendering bondholders can request priority allocation in the new 2032 issue
Brightstar intends to give New Issue Priority to holders who tender or firmly indicate an intention to tender existing notes when allocating the new 2032 notes, though such preference is capped at the nominal amount validly tendered and remains entirely at the company's discretion. Pricing and allocation of the new notes are expected to occur before the tender deadline, prompting Brightstar to urge holders seeking priority to notify a Joint Lead Dealer Manager as soon as possible.
Notes must be tendered in minimum denominations of €100,000
Brightstar will accept tenders only in minimum denominations of €100,000 and integral multiples of €1,000 thereafter; holders tendering partial amounts must retain at least €100,000 in remaining notes. No alternative, conditional or contingent tenders will be accepted, and electronic instructions submitted through the Clearing Systems become irrevocable once delivered to Kroll Issuer Services Limited, the Tender and Information Agent, ahead of the tender deadline.