Electronic Arts: Initial Thoughts on the Tender Offer and Consent Solicitation

Jason Suh, J.D. - Senior Covenant Analyst, Covenant Review

18 February 2026

Download the Full Report to gain insights on:

How the Electronic Arts bond tender offer and consent solicitation is structured—and why the pricing may be meaningfully below par/101 for certain holders.
Why covenant defeasance is central to the acquiror’s playbook, and how it could change bondholder protections even if payments continue.
What the legal debate is over whether the 101% Change of Control Repurchase Event is a defeasable “covenant” or a protected repurchase right that may survive defeasance.
How the Proposed Amendments 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—tendering now versus holding out for 101—given litigation uncertainty, potential ratings outcomes, and post-defeasance liquidity considerations.

Overview

On February 10, 2026, Oak–Eagle AcquireCo, Inc. (the “Offeror” or the “Acquiror”) launched an offer to purchase for cash (the “Tender Offer”) any and all of the 1.85% Senior Notes due 2031 (the “2031s”) and 2.95% Senior Notes due 2051 (the “2051s” and, together with the 2031s, the “Notes”) issued by Electronic Arts Inc. (the “Company” or “EA”) and related consent solicitations (the “Consent”).

In this report, we discuss whether a defeasance of the Notes would avoid the Company’s 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 “Merger”) 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 “Change of Control Offer”). The Company can avoid making the Change of Control Offer if it has called the bonds for redemption.

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