
Brightstar Lottery PLC Announces Tender Offer and a Benchmark Offering of Senior Secured Notes Due 2032
PRNewsWire
Published: Sep 08, 2026, 07:19 AM
Sentiment Analysis
Brightstar Lottery PLC (NYSE: BRSL ) ("Brightstar") announced a tender offer (the "Offer") for any and all of the Regulation S interests in its outstanding €500,000,000 2.375% Senior Secured Notes due 2028 (the "Notes") on the terms and subject to the conditions set out in a tender offer memorandum dated as of today's date (the "Tender Offer Memorandum"), and subject to the offer and distribution restrictions as set out in the Tender Offer Memorandum.
Brightstar also announced a benchmark offering (the "Offering") of euro-denominated senior secured notes due 2032 (the "New Notes"). The New Notes will be guaranteed on a senior basis by certain of Brightstar's wholly‑owned subsidiaries. Application has been made for the New Notes to be listed on the Official List of Euronext Dublin and admitted to trading on the Global Exchange Market of Euronext Dublin.
Brightstar intends to use the gross proceeds from the sale of the New Notes (i) to pay the purchase price for the Regulation S interests in the Notes tendered and accepted for purchase in connection with the Offer and accrued and unpaid interest thereon, (ii) to repay utilizations under its senior revolving credit facilities and (iii) to pay fees and expenses incurred in connection with the Offer and the Offering.
The purpose of the Offer and the Offering is to extend the weighted average maturity of Brightstar's debt. The completion of the Offering is a condition to the Offer (though such condition may be waived by Brightstar in its sole and absolute discretion).
Description of the Notes Outstanding Principal Amount (1) ISIN/Common Code Maturity Date Purchase Price per €1,000 Principal Amount (the "Purchase Price" ) (2) Amount Subject to the Offer €500,000,000 2.375% Senior Secured Notes due 2028 €500,000,000 XS2051904733/ 205190473 April 15, 2028 €990.00 Any and all of the Regulation S interests in the Notes _________ (1) The Outstanding Principal Amount comprises notes which were originally sold pursuant to Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act") (ISIN/Common Code: XS2051904733/205190473), and notes originally sold pursuant to Rule 144A under the Securities Act (ISIN/Common Code: XS2051911605/205191160). For the avoidance of doubt, the Offer (as defined below) is only being made with respect to the notes held pursuant to Regulation S under the Securities Act (ISIN/Common Code: XS2051904733/205190473).
(2) The Purchase Price and any accrued and unpaid interest will be payable on the Settlement Date.
Key Terms of the Invitation Subject to the right of Brightstar to extend, terminate, re-open or amend the Offer, Brightstar will purchase for cash the Notes validly tendered by Holders and accepted by Brightstar. Notwithstanding any other provision of the Offer, Brightstar's obligation to accept for purchase and to pay for the Notes validly tendered pursuant to the Offer is subject to, and conditioned upon, the satisfaction of or, where applicable, its waiver of the General Conditions and the Financing Condition. Brightstar is under no obligation to accept any tender of Notes for purchase pursuant to the Offer.
Source: PRNewsWire
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