Bending Spoons announces pricing of senior secured notes

The financing is intended to support future acquisitions, with both currency tranches maturing in 2032.

Rhea-AI Summary

Bending Spoons (BSP) priced an upsized senior secured notes offering with an aggregate principal amount equivalent to approximately $1.8 billion.

The offering comprises $1.25 billion at 9.625% and €500 million at 8.625%, both due in 2032 and to be issued at 100% of principal. It increased from an originally proposed approximate equivalent of $1.5 billion following demand. Indirect wholly owned subsidiaries will issue the notes; Bending Spoons will neither issue nor guarantee them. Net proceeds are intended to fund future acquisitions, offering-related costs and general corporate purposes. Settlement is expected on or about November 4, 2026, subject to customary closing conditions.

2 points · 0 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

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0 major · 3 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate pointApproximately $1.8 billion equivalent offering priced, upsized from an originally proposed approximate equivalent of $1.5 billion following demand. 6% of market cap
• Minor point. Forward-looking: it has not happened yet and may not happen.Net proceeds are intended to fund future acquisitions.

Negative

• Minor point. Forward-looking: it has not happened yet and may not happen.$1.25 billion senior secured notes add subsidiary debt at 9.625%, due in 2032, issued at 100% of principal.
• Minor point. Forward-looking: it has not happened yet and may not happen.€500 million senior secured notes add subsidiary debt at 8.625%, due in 2032, issued at 100% of principal.
• Minor point. Forward-looking: it has not happened yet and may not happen.Offering costs, fees, expenses and taxes will be funded from net proceeds.

News Explained

Both note tranches are to be issued at 100% of principal, meaning their stated issue price equals their principal amount rather than reflecting a discount or premium.

Key Figures

Aggregate principal amount: Approximately $1.8 billion equivalent U.S. dollar notes principal: $1.25 billion U.S. dollar notes interest rate: 9.625% +5 more

Aggregate principal amount

Approximately $1.8 billion equivalent

Dual-currency senior secured notes offering

U.S. dollar notes principal

$1.25 billion

9.625% U.S. dollar-denominated tranche

U.S. dollar notes interest rate

9.625%

U.S. dollar-denominated tranche

Euro notes principal

€500 million

8.625% euro-denominated tranche

Euro notes interest rate

8.625%

Euro-denominated tranche

Maturity

2032

Both tranches

Issue price

100% of principal amount

Both tranches

Originally proposed offering size

Approximately $1.5 billion equivalent

Offering was upsized following considerable demand

Key Terms

senior secured notes, rule 144a, regulation s, qualified institutional buyers

4 terms

senior secured notes financial

"dual-currency senior secured notes offering"

Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.

rule 144a regulatory

"in reliance on Rule 144A under the Securities Act"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

regulation s regulatory

"in reliance on Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

qualified institutional buyers regulatory

"persons reasonably believed to be qualified institutional buyers"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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MILAN, Oct. 28, 2026 (GLOBE NEWSWIRE) -- Bending Spoons S.p.A. (“Bending Spoons”) today announced the pricing of an upsized dual-currency senior secured notes offering (the “Offerings”) with an aggregate principal amount equivalent to approximately $1.8 billion. The Offerings comprise $1.25 billion aggregate principal amount of 9.625% U.S. dollar-denominated senior secured notes and €500 million aggregate principal amount of 8.625% euro-denominated senior secured notes (collectively, the “Notes”), both due in 2032. Both tranches will be issued at 100% of their principal amount. The Offerings were upsized from the originally proposed $1.5 billion (approximate equivalent) following considerable demand.

The U.S. dollar-denominated Notes will be issued by Bending Spoons US Inc., a Delaware corporation, while the euro-denominated Notes will be issued by Bending Spoons Operations S.p.A., a joint stock company (società per azioni) organized under the laws of Italy. Each issuer is an indirect wholly owned subsidiary of Bending Spoons. Bending Spoons will not issue or guarantee the notes.

The net proceeds from the Offerings are intended to fund future acquisitions, to pay costs, fees, expenses, and taxes in connection with the Offerings, and for other general corporate purposes.

Application will be made for the Notes to be listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Specialist Securities Segment of its Euro MTF Market. Settlement of the Offering is expected to occur on or about November 4, 2026, and is subject to customary closing conditions.

This press release is being issued pursuant to Rule 135c under the Securities Act of 1933, as amended (the “Securities Act”). It does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities.

The Notes are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act, and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. The Notes and the related guarantees have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

Forward-Looking Statements
This press release contains forward-looking statements. All statements other than statements of historical fact contained in this press release are forward-looking statements. Forward-looking statements include statements about the offerings, including the expected settlement date, the listing of the Notes and the expected use of proceeds. In some cases, forward-looking statements can be identified by words or phrases such as “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “anticipate,” “aim,” “intend,” “plan,” “believe,” “estimate,” “potential,” “continue,” “foresee,” “forecast,” “in our view,” “probably,” “likely,” or other similar expressions.

Forward-looking statements reflect our current expectations and are based on assumptions and information available as of the date of this press release. Actual results and events may differ materially from those expressed or implied by such forward-looking statements due to a variety of risks and uncertainties, some of which are beyond our control. These include the risks and uncertainties described in the sections Risk factors and Management’s discussion and analysis of financial condition and results of operations in our registration statement on Form F-1, which is on file with the U.S. Securities and Exchange Commission and is available on our investor relations website at investors.bendingspoons.com and on the U.S. Securities and Exchange Commission website at www.sec.gov.

Readers are cautioned not to place undue reliance on forward-looking statements. Except as required by applicable law, we assume no obligation to update any forward-looking statements.

Contacts
Investors: investor-relations@bendingspoons.com
Media: press@bendingspoons.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are the terms of Bending Spoons' senior secured notes offering?

The offering comprises $1.25 billion of 9.625% U.S. dollar notes and €500 million of 8.625% euro notes, both due in 2032. Both tranches will be issued at 100% of principal, with settlement expected on or about November 4, 2026, subject to customary closing conditions.

Which subsidiaries will issue Bending Spoons' senior secured notes?

Bending Spoons US will issue the dollar-denominated notes, and Bending Spoons Operations will issue the euro-denominated notes. Both issuers are indirect wholly owned subsidiaries. Bending Spoons will not issue or guarantee the notes.