Oak‑Eagle Launches Tender Offer, Consent Solicitation to Remove Covenants from Electronic Arts Notes

EA Receives Tender Offer and Consent Solicitation from Buyout Group

Indenture Amendments Target Covenant Removal

Oak‑Eagle AcquireCo is launching cash tender offers and simultaneous consent solicitations for two series of Electronic Arts Inc. senior notes, the company announces, targeting the 1.850% notes due 2031 and the 2.950% notes due 2051. The solicitations seek holder approval to amend the indenture dated Feb. 24, 2016, as supplemented Feb. 11, 2021, under which U.S. Bank Trust Company, National Association serves as trustee. The offer documents are filed in connection with Oak‑Eagle’s planned acquisition of Electronic Arts.

The proposed amendments would eliminate certain restrictive covenants, remove specified events of default and modify or eliminate other provisions that currently apply to the affected series of notes. Those changes are structured to take effect only if the requisite consents are obtained from holders of each series. Oak‑Eagle frames the package as a coordinated debt-consent strategy intended to simplify post‑acquisition governance of Electronic Arts’ outstanding unsecured indebtedness.

Oak‑Eagle conditions the tender offers and consent solicitations on the closing of its takeover under a merger agreement dated Sept. 28, 2025. Under that agreement, Oak‑Eagle MergerCo, a subsidiary formed by the investor consortium, will merge with and into Electronic Arts, leaving EA as a wholly owned subsidiary. The merger itself is not conditioned on completion of the tender offers or consents, but the offeror expressly ties the effectiveness of the note amendments and the payment mechanics to the closing of the acquisition.

Buyout Consortium and Merger Mechanics

The investor consortium behind Oak‑Eagle comprises the Public Investment Fund of Saudi Arabia, private equity firm Silver Lake and Affinity Partners. Oak‑Eagle says it will pay cash to holders who validly tender their notes and deliver consents in accordance with the Offer to Purchase and Consent Solicitation Statement, and that the tender and consent process is expressly part of its post‑closing restructuring plan for Electronic Arts’ balance sheet.

Trustee Role, Offer Terms and Next Steps

U.S. Bank Trust Company, National Association is the indenture trustee for the affected series and will be involved in implementing any approved amendments. The Offer to Purchase and Consent Solicitation Statement, which Oak‑Eagle may amend or supplement, details offer prices, proration mechanics, withdrawal rights, deadlines and other material terms; holders are directed to that document for specific instructions and timelines.