#United States #Wilmington #Tender Offers #Electronic Arts #Oak-Eagle

Oak-Eagle AcquireCo, Inc. Announces Tender Offer Pricing

WILMINGTON, Del., February 25, 2026 — Oak-Eagle AcquireCo, Inc., the designated Offeror, has officially unveiled the pricing terms for its previously announced tender offers pertaining to Electronic Arts Inc. (NASDAQ: EA). This important step involves offers to purchase the company’s outstanding 1.850% Senior Notes due in 2031 and 2.950% Senior Notes due in 2051. In conjunction with these offers, Oak-Eagle is also soliciting consents from the holders of these notes for certain proposed amendments to the indenture effective since February 24, 2016.

These tender offers and consent solicitations are not merely routine financial maneuvers; they play a critical role in the broader context of a pending acquisition. The entire operation is contingent upon the successful conclusion of a merger, as stipulated in the Agreement and Plan of Merger initiated on September 28, 2025. This agreement outlines the merger of Oak-Eagle MergerCo, Inc. with Electronic Arts, allowing the latter to function as a wholly-owned subsidiary post-merger. The investor consortium behind the Offeror comprises The Public Investment Fund, Silver Lake, and Affinity Partners, emphasizing the significant financial backing driving this process.

The announcement positioned the tender offers to be fulfilled by cash purchase. The pricing strategy includes precise conditions set forth in the Offer to Purchase and Consent Solicitation Statement, which also details additional logistics regarding interest payments and potential amendments to the indentures. Notably, the Withdrawal Deadline for holders to retract their offers has already lapsed as of February 24, 2026. Tendered notes prior to the early tender deadline qualify for a Total Consideration, while those after will receive a different, yet still competitive offer.

The specifics of the tender pricing are crucial for investors assessing their involvement. For the 1.850% Senior Notes maturing in 2031, the total consideration stands at $920.71 per $1,000 note, whereas the offer for the 2.950% Senior Notes due in 2051 is established at $744.06 per $1,000 note. These figures reflect the competitive nature of the offers and the larger market factors influencing Electronic Arts' valuation amidst the proposed merger.

Amendments solicited through the consent process involve eliminating certain covenants and event-of-default clauses, representing a strategic move to streamline the financial structure of the company. For the holders of these notes, this could mean an alteration in the risk profile associated with their investments.

J.P. Morgan Securities LLC is at the helm as the dealer manager for these tender offers and will engage holders of the notes throughout the process. They are set to be the conduit for inquiries, ensuring that market participants remain informed and engaged during this pivotal phase.

The consummation of these offers is not guaranteed, as the Offeror retains the discretion to amend, extend, or terminate the tender offers based on market reactions or corporate strategies. Even as the Tender Offers and Consent Solicitations draw attention, the investors remain vigilant, weighing their positions against Electronic Arts’ projected trajectory stemming from this merger activity.

In summary, Oak-Eagle AcquireCo, Inc.'s tender offers signal a significant step in restructuring Electronic Arts’ financials, enhancing potential value for shareholders, and marrying corporate strategies with market expectations. Stakeholders must continue to follow developments closely as the phase culminates in March 2026, further influencing market dynamics.

For additional information or inquiries regarding the tender offers, holders are encouraged to reach out to J.P. Morgan Securities LLC or Global Bondholder Services Corporation, which manages aspects of the solicitation process.