Oak-Eagle AcquireCo, Inc. Announces Extension of the Expiration Time and Settlement Date for the Previously Announced Tender Offers and Consent Solicitations for Any and All of Electronic Arts Inc.'s 1.850% Senior Notes Due 2031 and 2.950% Senior Notes Due 2051
Rhea-AI Summary
Oak-Eagle AcquireCo extended the expiration time for its cash tender offers and related consent solicitations for Electronic Arts (NASDAQ: EA) 1.850% senior notes due 2031 and 2.950% senior notes due 2051 from July 15, 2026 to July 30, 2026, 5:00 p.m. New York City time, and moved the expected settlement date to August 4, 2026, unless further changed.
The offers cover any and all of two $750 million note series. As of July 15, about $68.8 million of 2031 notes and $7.9 million of 2051 notes had been validly tendered and not withdrawn. Tender offer consideration, per $1,000 principal, is $876.41 for the 2031 notes and $696.18 for the 2051 notes, calculated assuming the August 4 settlement date.
The transactions are conditioned on closing the EA acquisition under the September 28, 2025 merger agreement with Oak-Eagle MergerCo, backed by an investor consortium. The withdrawal deadline passed on February 24, 2026 and is not extended. Proposed indenture amendments would, if adopted, remove certain restrictive covenants and events of default for any notes that remain outstanding.
Positive
- $1.5 billion total EA notes targeted across 2031 and 2051 series
- Tender consideration of $876.41 per $1,000 for 2031 notes
- Tender consideration of $696.18 per $1,000 for 2051 notes
- Expiration extended to July 30, 2026, settlement to August 4, 2026
Negative
- Tender offers and consents conditioned on closing of the EA merger
- Withdrawal deadline passed on February 24, 2026; later tenders locked in
- Proposed amendments may remove restrictive covenants and some events of default
- Offeror may defease notes, ending change of control repurchase protections
News Explained
Receipt of requisite consents and treatment of remaining notes are the material resolution points.
As of the
The required consents had not been received for either note series, so the proposed covenant and events-of-default changes were not yet operative. Any untendered notes would remain outstanding unless later acquired, retired, or otherwise treated as described in the release.
Oak-Eagle currently intends to cause EA to defease one or both remaining series, under which holders would continue receiving scheduled interest and principal but would not benefit from restrictive covenants removed through the defeasance, including change-of-control repurchase obligations.
News Market Reaction – EA
In the Jul 16 session, EA gained 0.28%, reflecting a mild positive market reaction.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Historical Context
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Jun 15 | Tender offer extension | Neutral | -0.1% | Extension of EA 2031 and 2051 note tender and consent timelines. |
| Jun 15 | Advertising platform launch | Neutral | -0.1% | Launch of EA Advertising to monetize in-game and live experiences. |
| Jun 05 | Game launch announcement | Neutral | -0.0% | Announcement of Star Wars Zero Company with August 27, 2026 launch. |
| Jun 04 | Game update release | Neutral | +0.4% | Release of The World’s Game Update for EA SPORTS FC 26 and Mobile. |
| Jun 03 | Cover athlete reveal | Neutral | +0.3% | Naming Caleb Williams as Madden NFL 27 cover athlete with launch date. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Recent EA headlines, including product launches and prior tender-offer extensions, have been followed by relatively small 24-hour share-price moves, indicating muted trading responses to individual announcements.
Key Terms
tender offer financial
consent solicitation financial
indenture financial
defease financial
change of control repurchase obligations financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
The previously announced Expiration Time of 5:00 P.M.,
The Tender Offers and the Consent Solicitations are being made in connection with, and are expressly conditioned upon the closing of, the acquisition of the Company pursuant to the Agreement and Plan of Merger, dated September 28, 2025 (as it may be amended, supplemented or modified from time to time, the "Merger Agreement"), by and among the Company, the Offeror and Oak-Eagle MergerCo, Inc., a
The terms and conditions of the Tender Offers and Consent Solicitations are described in the Offer to Purchase and Consent Solicitation Statement relating to the Notes dated as of February 10, 2026 (as amended or supplemented from time to time, the "Offer to Purchase and Consent Solicitation Statement"). Capitalized terms used herein, but not otherwise defined, have the meanings ascribed to such terms in the Offer to Purchase and Consent Solicitation Statement.
The table below outlines the approximate principal amount of the Notes validly tendered and not validly withdrawn as of the date hereof, according to information provided by Global Bondholder Services Corporation, the depositary and information agent for the Tender Offers and the Consent Solicitations (the "Depositary and Information Agent"). Any Notes validly tendered after February 24, 2026, but on or prior to the Expiration Time, will be eligible to receive the Tender Offer Consideration set forth in the table below. The Offeror currently intends to accept all Notes tendered in the Tender Offers, subject to the satisfaction of the conditions described below.
Title of Notes | CUSIP/ISIN(1) | Outstanding | Reference | Reference | Fixed | Tender Offer | Aggregate |
| CUSIP: ISIN: |
| 3.626 % | +0 | |||
| CUSIP: ISIN: |
| 4.705 % | +0 |
(1) The CUSIP numbers and ISINs referenced in this press release are included solely for the convenience of Holders. None of the Offeror, the Company, the Trustee, the Dealer Manager (as defined below), the Depositary and Information Agent nor their respective affiliates shall be held responsible for the selection or use of the referenced CUSIP numbers and ISINs, and no representation is made as to the correctness of any CUSIP number or ISIN on the Notes or as indicated in this press release or any other document.
(2) As defined in the Offer to Purchase and Consent Solicitation Statement. Calculated based on the Settlement Date of August 4, 2026. Subject to update pursuant to the Offer to Purchase and Consent Solicitation if the Tender Offers settle on a different date.
(3) Per
General Information
The Offeror's obligations to complete each Tender Offer and Consent Solicitation are subject to and conditioned upon the following having occurred or, in the case of the General Conditions, having been waived by the Offeror with respect to such Tender Offer and Consent Solicitation, as applicable: (1) the satisfaction of the Merger Condition, and (2) the satisfaction of the General Conditions. Each Tender Offer and Consent Solicitation is a separate offer and is not conditioned on any other Tender Offer or Consent Solicitation. There can be no assurance that any of the Tender Offers or the Consent Solicitations will be consummated. The Offeror may amend, extend or terminate the Tender Offers and the Consent Solicitations, in its sole discretion.
The Offeror intends to fund the Total Consideration (including accrued and unpaid interest), plus all related fees and expenses, using proceeds from the financing transactions to fund the Merger. Notes that are tendered and accepted in the Tender Offers will cease to be outstanding and will be cancelled.
Any Notes not tendered and purchased pursuant to the Tender Offers will remain outstanding. If the requisite Consents are received with respect to a series of Notes, and the Proposed Amendments become operative with respect to the Indenture for such series of Notes, then the applicable Notes that are not purchased pursuant to the Tender Offers will be subject to the Proposed Amendments. The Proposed Amendments would amend the Indenture to eliminate certain restrictive covenants, eliminate certain events of default and modify or eliminate certain other provisions with respect to such series of Notes. The Requisite Consents have not yet been received with respect to either series of Notes.
To the extent any Notes remain outstanding following the consummation of the Tender Offers and the Consent Solicitations, the Offeror currently intends to cause the Company to defease one or both series of Notes, in which case Holders of such Notes will continue to receive interest on each scheduled interest payment date and principal on the stated maturity date but will not benefit from any restrictive covenants removed pursuant to the defeasance, including the change of control repurchase obligations. The Proposed Amendments do not need to be adopted in order to defease one or both series of Notes in accordance with the terms of the Indenture. To the extent any Notes remain outstanding following the consummation of the Tender Offers and the Consent Solicitations, the Company may (or the Offeror may cause the Company to) also purchase, repurchase, redeem or otherwise acquire or retire the 2031 Notes and/or the 2051 Notes by any available means, including, without limitation, negotiated transactions, open market purchases, tender offers, redemption or otherwise, upon such terms and at such prices as the Offeror or the Company may determine. Any such transaction may be on the same terms or on terms that are more or less favorable to Holders of Notes than the terms of the Tender Offers and the Consent Solicitations and will depend on various factors existing at that time. Finally, the Company may (or the Offeror may cause the Company to) leave outstanding any Notes that remain outstanding following the consummation of the Tender Offers and the Consent Solicitations or any transaction described in this paragraph.
J.P. Morgan Securities LLC has been retained as the dealer manager in connection with the Tender Offers and as the solicitation agent in connection with the Consent Solicitations (the "Dealer Manager"). In such capacities, it may contact Holders regarding the Tender Offers and the Consent Solicitations and may request brokers, dealers, commercial banks, trust companies and other nominees to forward the Offer to Purchase and Consent Solicitation Statement and related materials to beneficial owners of Notes. Requests for documents may be directed to the Depositary and Information Agent at: +1 (855) 654 2015 or contact@gbsc-usa.com. Questions about the Tender Offers and the Consent Solicitations may be directed to J.P. Morgan Securities LLC at (866) 834-4466 or (212) 834-3424.
This press release is for informational purposes only. The Tender Offers and the Consent Solicitations are being made solely by the Offer to Purchase and Consent Solicitation Statement. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful. The Tender Offers and the Consent Solicitations are not being made to Holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offers or the Consent Solicitations to be made by a licensed broker or dealer, the Tender Offers and the Consent Solicitations will be deemed to be made on behalf of the Offeror by the Dealer Manager, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
None of the Offeror, the Company, the Trustee, the Depositary and Information Agent, the Dealer Manager or any of their respective affiliates makes any recommendation as to whether Holders should tender or refrain from tendering their Notes, and no person or entity has been authorized by any of them to make such a recommendation. Holders must make their own decision as to whether to tender Notes and, if so, the principal amount of the Notes to tender.
Forward-Looking Statements
This press release contains or incorporates by reference certain "forward-looking statements" within the meaning of the federal securities laws. All statements other than statements of historical facts are forward-looking statements. In many cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expect," "plan," "anticipate," "could," "intend," "target," "project," "contemplate," "believe," "estimate," "predict," "potential" or "continue" or other similar words. These forward-looking statements are only predictions. These statements relate to future events and involve known and unknown risks, uncertainties and other important factors that may cause the actual outcomes to materially differ from those expressed or implied by these forward-looking statements. New factors could emerge from time to time and it is not possible for us to predict all such factors. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as guarantees of future events. These forward-looking statements speak only as of the date made and are not guarantees of future performance of results, including the closing of the Merger and successful completion of the Tender Offers and the Consent Solicitations. The Offeror expressly disclaims any obligation or undertaking to release any updates or revisions to any forward-looking statement contained or incorporated by reference herein to reflect any change in expectations with regard thereto or any change of events, conditions or circumstances on which any such statement was based, except as required by law.
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