Electronic Arts: Initial Thoughts on the Tender Offer and Consent Solicitation
Jason Suh, J.D. - Senior Covenant Analyst, Covenant Review
18 February 2026
- How the聽Electronic Arts bond tender offer and consent solicitation聽is structured鈥攁nd why the pricing may be meaningfully below par/101 for certain holders.
- 奥丑测听covenant defeasance聽is central to the acquiror鈥檚 playbook, and how it could change bondholder protections even if payments continue.
- What the legal debate is over whether the聽101% Change of Control Repurchase Event聽is a defeasable 鈥渃ovenant鈥� or a protected聽repurchase right聽that may survive defeasance.
- How the聽Proposed Amendments聽could strip most restrictive covenants and ease defeasance mechanics while leaving the Change of Control provisions formally intact.
- Where key risks and decision points lie for investors鈥攖endering now versus holding out for 101鈥攇iven litigation uncertainty, potential ratings outcomes, and post-defeasance liquidity considerations.
Overview
On February 10, 2026, Oak–Eagle AcquireCo, Inc. (the 鈥�Offeror鈥� or the 鈥淎cquiro谤鈥�) launched an offer to purchase for cash (the 鈥淭ender Offer鈥�) any and all of the 1.85% Senior Notes due 2031 (the 鈥�2031s鈥�) and 2.95% Senior Notes due 2051 (the 鈥�2051s鈥� and, together with the 2031s, the 鈥淣otes鈥�) issued by Electronic Arts Inc. (the 鈥淐ompany鈥� or 鈥淓A鈥�) and related consent solicitations (the 鈥淐onsent鈥�).
In this report, we discuss whether a defeasance of the Notes would avoid the Company鈥檚 obligation to repurchase the Notes at 101 following a Change of Control Repurchase Event, as well as how the Tender Offer and Consent Solicitation would affect the analysis.
Background
EA has agreed to be acquired by Acquirer in a transaction (the 鈥淢erge谤鈥�) that is expected to result in a Change of Control Repurchase Event, which means the occurrence of both a Change of Control and a Ratings Event.
If a Change of Control Repurchase Event occurs, the Company is generally required to offer to repurchase the Notes at 101% (the 鈥淐hange of Control Offe谤鈥�). The Company can avoid making the Change of Control Offer if it has called the bonds for redemption.
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