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EA Bondholders Demand 101% Repayment on $1.5 Billion After Record LBO

EA bondholders are demanding 101% repayment on $1.5 billion in debt after the $20 billion leveraged buyout — the largest ever — stripped the publisher of its investment-grade rating, the Wall Street Journal reports.

Patch notes

  • The PIF–Silver Lake–Affinity Partners consortium borrowed $20 billion from JPMorgan to take EA private in August, the largest leveraged buyout on record.

  • One bondholder group is invoking change-of-control clauses on two $750 million tranches totaling $1.5 billion, the Wall Street Journal reports.

  • Bondholders are demanding 101% repayment of face value, equating to roughly $15 million above par across both tranches.

  • EA has begun restructuring its bonds into instruments resembling U.S. Treasury securities by separating principal and interest, per the Wall Street Journal.

  • Bloomberg earlier this year reported EA failed to buy back all outstanding bonds within a window the company offered, hardening creditor sentiment.

A group of Electronic Arts bondholders is demanding 101% repayment on $1.5 billion in debt. The demand opens a public fight with the publisher months after a consortium closed the largest leveraged buyout in history.

The August deal moved $20 billion in leveraged debt — borrowed from JPMorgan — onto EA's books to finance the take-private transaction. The Wall Street Journal reported this week that the leverage load now threatens EA's investment-grade credit rating, giving legacy creditors grounds to invoke change-of-control clauses and demand their money back ahead of schedule.

What's at stake

Two $750 million tranches sit at the center of the dispute, the Journal reports. EA's response — restructuring bonds into instruments resembling U.S. Treasury securities by splitting principal and interest streams — does little to alter the underlying leverage the buyout placed on the company, the paper adds. The maneuver reclassifies the economics of the debt without retiring it.

How the 101% mechanism works

Change-of-control put provisions in many corporate bond indentures let holders force the issuer to repurchase their paper at par plus a 1% premium when a defined credit event occurs. A leveraged buyout large enough to strip investment-grade status typically qualifies as that trigger.

One tranche-holder group is exercising that right on the two separate $750 million issues, per the Journal. The 1% premium translates to roughly $15 million above face value if both tranches are repurchased in full.

Why bondholders turned against the deal

EA went private in August after Saudi Arabia's Public Investment Fund, Silver Lake, and Jared Kushner's Affinity Partners borrowed $20 billion from JPMorgan. The deal surpassed prior consumer and energy sector takeovers to become the largest leveraged buyout ever recorded.

The structure drew criticism inside and outside the games industry for the size of the debt placed on a publisher whose multi-year development cycles already constrain free cash flow. Bondholders grew more hostile earlier this year, Bloomberg reported, after EA failed to buy back all outstanding bonds within a window it had opened for repurchase. That failure hardened creditor sentiment before the leveraged buyout closed.

What it means for EA's business

A successful 101% repayment would direct roughly $1.515 billion in cash to creditors. That sum would tighten EA's budget for new content, marketing, studio investment, and potential acquisitions at a publisher already managing long production timelines.

A drawn-out fight complicates the consortium's eventual exit. Private equity sponsors typically plan leveraged buyouts around a five-to-seven-year hold, relying on a future sale, IPO, or dividend recapitalization to return capital. Bondholder litigation and credit downgrades compress those paths and reduce the proceeds available at exit.

What to watch

The next signal is whether tranche holders outside the current two-$750 million groups file similar demands. EA's full-year earnings and any rating-agency action on its post-buyout credit standing will frame whether the revolt broadens or settles before year-end.

via apnews.com (Original)

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Amara Osei

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Correspondent covering business strategy at Game Dev Wire.

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