Oak‑Eagle launches cash tender offers to loosen Electronic Arts notes' covenants

Oak‑Eagle opens cash tender offers for Electronic Arts’ long‑dated notes

Proposed indenture amendments aim to loosen covenants

Oak‑Eagle AcquireCo launches cash tender offers and simultaneous consent solicitations targeting Electronic Arts Inc.’s 1.850% Senior Notes due 2031 and 2.950% Senior Notes due 2051, seeking to enact amendments to EA’s indenture. The proposed changes would, if the required consents are secured for a series, remove certain restrictive covenants, excise specified events of default and alter or eliminate other provisions that govern those note series under the February 24, 2016 indenture and subsequent supplements.

The move is explicitly linked to the agreed takeover of Electronic Arts under the September 28, 2025 merger agreement, with Oak‑Eagle stating the tender offers and consent solicitations are conditioned on closing of that acquisition. The amendments are designed to give the new parent greater contractual flexibility over the affected debt tranches after the merger, simplifying the post‑transaction capital structure and reducing limitations that could constrain operating or financing decisions under the existing indenture.

Oak‑Eagle makes the offers through documentation filed with holders and the trustee, U.S. Bank Trust Company, National Association, outlining that cash consideration is available to noteholders who validly tender their notes and deliver consents. The Offer to Purchase and Consent Solicitation Statement describes offer prices, proration mechanics, withdrawal rights, deadlines and other material terms, and may be amended or supplemented as the process proceeds.

Deal context: takeover by investor consortium

The tender and consent campaign follows the previously announced agreement under which Oak‑Eagle MergerCo, a subsidiary of an investor consortium led by The Public Investment Fund, Silver Lake and Affinity Partners, will merge with and into Electronic Arts and leave EA as a wholly owned subsidiary. While the tender offers are conditioned on the closing of that merger, the merger itself is not conditioned on the completion of the tender offers or the consent solicitations.

Offer mechanics and potential outcomes

If holders provide the necessary consents and tender their notes, the amended indenture provisions would become effective for the consenting series, potentially streamlining governance provisions and reducing default triggers. The process is focused on securing specific contractual changes rather than any change to EA’s operating plans, and Oak‑Eagle states payments will be made in cash in accordance with the terms set out in the solicitation materials.