#United States #Senior Notes #Wilmington #Electronic Arts #Oak-Eagle

Oak-Eagle AcquireCo, Inc. Extends Tender Offers for Electronic Arts' Senior Notes

On April 30, 2026, Oak-Eagle AcquireCo, Inc. (hereafter referred to as ‘the Offeror’) declared an extension of both the expiration time and settlement date related to the tender offers and consent solicitations for Electronic Arts Inc.'s (NASDAQ: EA) outstanding senior notes. This announcement marks a pivotal development in the ongoing strategic acquisition process following the merger agreement signed on September 28, 2025.

Key Details of the Tender Offers

The Offeror is seeking to purchase all outstanding senior notes, specifically the 1.850% Senior Notes due 2031 and the 2.950% Senior Notes due 2051. As part of the announcements, the Offeror has announced the new expiration time of 5:00 PM New York City time on June 15, 2026, and the settlement date is set for June 18, 2026. This move aims to facilitate a seamless transition as the acquisition progresses.

Conditions of the Tender Offers

The tender offers and consent solicitations require specific conditions to be met, primarily hinging upon the successful completion of the acquisition of Electronic Arts, as stipulated in the merger agreement. Notably, the current Expiration Time has been extended but the Withdrawal Deadline remains fixed at 5:00 PM New York City time on February 24, 2026, which has already elapsed. Thus, any notes tendered after this date cannot be withdrawn, highlighting the urgency for noteholders.

Financing and Future Plans

The Offeror plans to utilize the proceeds from the financing transactions involved in the merger to cover the total consideration, including any owed interest and associated fees. Importantly, the notes that are tendered and accepted during this period will be deemed canceled, while any notes not tendered will still remain active and outstanding.

Impact on Stakeholders

Current holders of the senior notes should be aware that should the requisite consents be obtained, the proposed amendments to the indenture of the notes may result in changes to certain restrictive covenants, as well as events of default. The Offeror and its affiliates do not provide specific recommendations regarding whether holders should participate in the tender offers. Consequently, it remains incumbent on individual holders to make informed decisions based on the information available.

Communication and Further Information

J.P. Morgan Securities LLC has been engaged as the dealer manager overseeing the tender offers and soliciting consents. Interested parties may direct any inquiries regarding the tender offers to the firm's representatives. Documentation relevant to these offers can be acquired by reaching out to the Depositary and Information Agent.

This announcement stands as a pivotal event in the evolving landscape surrounding Electronic Arts' financial structuring and merger activities, signaling potential shifts in stakeholder engagement dynamics in the months to come. As the merger agreement unfolds further, updates will be crucial for stakeholders to track their implications on investment considerations.

Stay connected for more updates as this situation progresses, encapsulating not just financial metrics but also pivotal industry shifts and strategic decisions impacting key stakeholders involved.