WILMINGTON, Del., June 15, 2026 /PRNewswire/ -- Oak-Eagle AcquireCo, Inc. (the "Offeror") announced today the extension of the Expiration Time and Settlement Date for the previously announced offers to purchase for cash (each, a "Tender Offer" and, together, the "Tender Offers") any and all of Electronic Arts Inc.'s $(EA)$ (the "Company") outstanding (i) 1.850% Senior Notes due 2031 (the "2031 Notes") and (ii) 2.950% Senior Notes due 2051 (the "2051 Notes" and, together with the 2031 Notes, the "Notes"), and solicitations of consents (each, a "Consent Solicitation" and, together, the "Consent Solicitations") from holders of the Notes (each, a "Holder" and, collectively, the "Holders") to certain proposed amendments (the "Proposed Amendments") to the indenture, dated as of February 24, 2016, as supplemented by that certain Second Supplemental Indenture, dated as of February 11, 2021, by and between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the "Trustee") (the "Indenture") (such consents being solicited are each a "Consent" and, collectively, the "Consents").
The previously announced Expiration Time of 5:00 P.M., New York City time, on June 15, 2026, has been extended with respect to all Holders to 5:00 P.M., New York City time, on July 15, 2026, unless extended or earlier terminated, and the Settlement Date has been extended to July 20, 2026, unless extended or earlier terminated. The Offeror intends to extend the Expiration Time, without extending the Withdrawal Deadline (unless required by law), such that it will remain within three business days prior to the Settlement Date, which we anticipate will occur on or about the closing date of the Merger. The Withdrawal Deadline of 5:00 P.M., New York City time, on February 24, 2026 (the "Withdrawal Deadline"), is not extended and has already expired and any Notes tendered after the Withdrawal Deadline may not be withdrawn.
The Tender Offers and the Consent Solicitations are being made in connection with, and are expressly conditioned upon the closing of, the acquisition of the Company pursuant to the Agreement and Plan of Merger, dated September 28, 2025 (as it may be amended, supplemented or modified from time to time, the "Merger Agreement"), by and among the Company, the Offeror and Oak-Eagle MergerCo, Inc., a Delaware corporation and a wholly-owned subsidiary of the Offeror ("Merger Sub"), pursuant to which Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly-owned subsidiary of the Offeror, in each case on and subject to the terms and conditions therein. The Offeror and Merger Sub were formed by an investor consortium consisting of The Public Investment Fund, Silver Lake and Affinity Partners, for purposes of engaging in the transactions contemplated by the Merger Agreement. The consummation of the Merger is not conditioned on the consummation of the Tender Offers and the Consent Solicitations.
The terms and conditions of the Tender Offers and Consent Solicitations are described in the Offer to Purchase and Consent Solicitation Statement relating to the Notes dated as of February 10, 2026 (as amended or supplemented from time to time, the "Offer to Purchase and Consent Solicitation Statement"). Capitalized terms used herein, but not otherwise defined, have the meanings ascribed to such terms in the Offer to Purchase and Consent Solicitation Statement.
The table below outlines the approximate principal amount of the Notes validly tendered and not validly withdrawn as of the date hereof, according to information provided by Global Bondholder Services Corporation, the depositary and information agent for the Tender Offers and the Consent Solicitations (the "Depositary and Information Agent"). Any Notes validly tendered after February 24, 2026, but on or prior to the Expiration Time, will be eligible to receive the Tender Offer Consideration set forth in the table below. The Offeror currently intends to accept all Notes tendered in the Tender Offers, subject to the satisfaction of the conditions described below.
Aggregate
Outstanding Fixed Tender Offer Principal
Principal Reference Reference Spread Consideration(2) Amount
Title of Notes CUSIP/ISIN(1) Amount Security Yield (bps) (3) Tendered
-------------- -------------- ------------ --------- --------- ------ ---------------- -----------
CUSIP: 3.750%
1.850% Senior 285512AE9 UST due
Notes due ISIN: January
2031 US285512AE93 $750,000,000 31, 2031 3.626 % +0 $875.82 $68,586,000
-------------- -------------- ------------ --------- --------- ------ ---------------- -----------
CUSIP: 4.625%
2.950% Senior 285512AF6 UST due
Notes due ISIN: November
2051 US285512AF68 $750,000,000 15, 2055 4.705 % +0 $695.96 $7,917,000
-------------- -------------- ------------ --------- --------- ------ ---------------- -----------
(1) The CUSIP numbers and ISINs referenced in this press release are included solely for the convenience of Holders. None of the Offeror, the Company, the Trustee, the Dealer Manager (as defined below), the Depositary and Information Agent nor their respective affiliates shall be held responsible for the selection or use of the referenced CUSIP numbers and ISINs, and no representation is made as to the correctness of any CUSIP number or ISIN on the Notes or as indicated in this press release or any other document.
(2) As defined in the Offer to Purchase and Consent Solicitation Statement. Calculated based on the Settlement Date of July 20, 2026. Subject to update pursuant to the Offer to Purchase and Consent Solicitation if the Tender Offers settle on a different date.
(3) Per $1,000 principal amount of Notes validly tendered and not validly withdrawn after February 24, 2026, but on or prior to the Expiration Time.
General Information
The Offeror's obligations to complete each Tender Offer and Consent Solicitation are subject to and conditioned upon the following having occurred or, in the case of the General Conditions, having been waived by the Offeror with respect to such Tender Offer and Consent Solicitation, as applicable: (1) the satisfaction of the Merger Condition, and (2) the satisfaction of the General Conditions. Each Tender Offer and Consent Solicitation is a separate offer and is not conditioned on any other Tender Offer or Consent Solicitation. There can be no assurance that any of the Tender Offers or the Consent Solicitations will be consummated. The Offeror may amend, extend or terminate the Tender Offers and the Consent Solicitations, in its sole discretion.
The Offeror intends to fund the Total Consideration (including accrued and unpaid interest), plus all related fees and expenses, using proceeds from the financing transactions to fund the Merger. Notes that are tendered and accepted in the Tender Offers will cease to be outstanding and will be cancelled.
Any Notes not tendered and purchased pursuant to the Tender Offers will remain outstanding. If the requisite Consents are received with respect to a series of Notes, and the Proposed Amendments become operative with respect to the Indenture for such series of Notes, then the applicable Notes that are not purchased pursuant to the Tender Offers will be subject to the Proposed Amendments. The Proposed Amendments would amend the Indenture to eliminate certain restrictive covenants, eliminate certain events of default and modify or eliminate certain other provisions with respect to such series of Notes. The Requisite Consents have not yet been received with respect to either series of Notes.
To the extent any Notes remain outstanding following the consummation of the Tender Offers and the Consent Solicitations, the Offeror currently intends to cause the Company to defease one or both series of Notes, in which case Holders of such Notes will continue to receive interest on each scheduled interest payment date and principal on the stated maturity date but will not benefit from any restrictive covenants removed pursuant to the defeasance, including the change of control repurchase obligations. The Proposed Amendments do not need to be adopted in order to defease one or both series of Notes in accordance with the terms of the Indenture. To the extent any Notes remain outstanding following the consummation of the Tender Offers and the Consent Solicitations, the Company may (or the Offeror may cause the Company to) also purchase, repurchase, redeem or otherwise acquire or retire the 2031 Notes and/or the 2051 Notes by any available means, including, without limitation, negotiated transactions, open market purchases, tender offers, redemption or otherwise, upon such terms and at such prices as the Offeror or the Company may determine. Any such transaction may be on the same terms or on terms that are more or less favorable to Holders of Notes than the terms of the Tender Offers and the Consent Solicitations and will depend on various factors existing at that time. Finally, the Company may (or the Offeror may cause the Company to) leave outstanding any Notes that remain outstanding following the consummation of the Tender Offers and the Consent Solicitations or any transaction described in this paragraph.
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