LONDON, Sept. 8, 2026 /PRNewswire/ -- 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. Copies of the Tender Offer Memorandum are available, subject to registration and eligibility confirmation, at the following web address: https://deals.is.kroll.com/brightstar. Capitalized terms used herein but not defined have the meanings given to them 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).
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. Prior to acceptance for purchase by Brightstar of Notes pursuant to the Offer, Brightstar reserves the right, in its sole and absolute discretion, to reject tenders of Notes for any reason and Brightstar is under no obligation to Holders to furnish any reason or justification for refusing to accept a tender of Notes for purchase.
Purchase Price and Accrued Interest
The price Brightstar will pay for Notes tendered prior to the Tender Deadline and accepted for purchase pursuant to the Offer will be €990.00 per €1,000 (the "Purchase Price").
All Holders of purchased Notes will receive, as well as the Purchase Price, a cash amount in euros equal to the accrued and unpaid interest on the Notes, from, and including, the immediately preceding interest payment date up to, but excluding, the applicable settlement date for Notes validly tendered, and which, subject to satisfaction or waiver of the conditions set forth in the Tender Offer Memorandum is expected to occur on the Settlement Date (as defined below) (such cash amount, "Accrued Interest"). For the avoidance of doubt, Accrued Interest will cease to accrue on the Settlement Date for all Notes accepted for purchase pursuant to the Offer.
New Notes and Financing Condition
On or prior to the Settlement Date, Brightstar expects to issue the New Notes on terms and conditions satisfactory to Brightstar in its sole and absolute discretion (the "Financing Condition"). Brightstar expects to pay the Purchase Price and Accrued Interest with proceeds from the issuance of the New Notes and, if necessary, cash on hand. The Offer is subject to the satisfaction of the Financing Condition. Brightstar may waive the Financing Condition in its sole and absolute discretion.
Priority Allocation of the New Notes
Brightstar will, in connection with allocations of the New Notes, consider, among other factors, the aggregate nominal amount of Notes tendered or firmly intended to be tendered by a Holder requesting an allocation of New Notes. Brightstar intends to give preference to such Holders ("New Issue Priority"). Any such preference will be in the sole and absolute discretion of Brightstar but will not exceed the aggregate nominal amount of Notes validly tendered or firmly indicated to be validly tendered pursuant to the Offer.
Brightstar is not obligated to allocate the New Notes to a Holder who has validly tendered or indicated a firm intention to validly tender the Notes pursuant to the Offer and, if any such New Notes are allocated, the nominal amount thereof may be less or more than the nominal amount of Notes tendered by such Holder and accepted for purchase by Brightstar pursuant to the Offer.
Any such allocation will also, among other factors, take into account the minimum denomination of the New Notes (being €100,000). Any allocation of the New Notes will be made in accordance with customary new issuance allocation processes and procedures.
In the event that a Holder validly tenders Notes pursuant to the Offer, such Notes will remain subject to such tender and the conditions of the Offer as set out in the Tender Offer Memorandum irrespective of whether such Holder receives all, some or none of the allocation of New Notes requested.
Holders should note that the pricing and allocation of the New Notes are expected to take place prior to the Tender Deadline and any Holder requesting an allocation of New Notes in addition to tendering Notes for purchase pursuant to the Offer should therefore provide as soon as practicable to any Joint Lead Dealer Manager an indication of a firm intention to tender Notes for purchase pursuant to the Offer and the aggregate nominal amount of Notes that such Holder intends to tender.
To request New Issue Priority, a Holder should contact a Joint Lead Dealer Manager in its capacity as manager for the New Notes as soon as possible using the contact details below. It is the sole responsibility of each Holder to satisfy itself that it is eligible to purchase New Notes before requesting priority in the allocation of the New Notes.
Electronic Instructions
To participate in the Offer, Holders of the Notes held through the Clearing Systems, must deliver, or arrange to have delivered on their behalf, through such Clearing System, and in accordance with the requirements of such Clearing System, by the relevant deadline, valid Electronic Instructions (as defined in the Tender Offer Memorandum) to Kroll Issuer Services Limited (the "Tender and Information Agent") through such Clearing System and in accordance with the requirements of such Clearing System at or prior to the Tender Deadline, unless the Offer is extended, re-opened or terminated as provided in the Tender Offer Memorandum.
The submission of a valid Electronic Instruction in accordance with the procedures set out in the Tender Offer Memorandum will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum, or as required by any applicable law. No acknowledgement of receipt of any Electronic Instruction or other documents will be given by the Issuer, the Dealer Manager or the Tender and Information Agent.
Brightstar will accept Notes for purchase only in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof. Holders who tender less than all of their Notes must continue to hold Notes in the minimum denomination of €100,000.
No alternative, conditional or contingent tenders will be accepted.
Expected Timetable of Events
The above dates and times are subject, where applicable, to the right of Brightstar to extend, terminate, re-open or amend the Offer. Beneficial owners are advised to check with any broker, dealer, bank, custodian, trust company, direct participant or other intermediary or nominee through which they hold Notes whether such institution would require receipt of instructions to participate in the Offer prior to the deadline specified above.
The deadline set by each Clearing System for the submission of Electronic Instructions will be earlier than the relevant deadlines above.
Further Information
The Offer is described in full in the Tender Offer Memorandum which is available from the Tender and Information Agent (as detailed below). Requests for information in relation to the procedures for participating in the Offer should be directed to the Tender and Information Agent:
Kroll Issuer Services Limited
The News Building
3 London Bridge Street
London SE1 9SG
United Kingdom
Telephone: +44 20 7704 0880
Attention: Scott Boswell
E-mail: [email protected]
Invitation Website: https://deals.is.kroll.com/brightstar
The Joint Lead Dealer Managers for the Offer are:
The Co-Dealer Managers for the Offer are:
DISCLAIMER
No offer or invitation to acquire any securities is being made pursuant to this news release. Each holder of the Notes (a "Holder") is recommended to seek immediately its own legal advice and financial advice, including tax advice, relating to the consequences resulting from the Offer from its broker, bank, solicitor, accountant or other independent financial, legal or other advisor. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company, direct participant or other intermediary or nominee must contact such entity if it wishes to tender such Notes pursuant to the Offer.
