Oak-Eagle AcquireCo, Inc. Announces Pricing Terms 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, Inc. announced pricing for tender offers and consent solicitations for Electronic Arts (NASDAQ: EA) 1.850% notes due 2031 and 2.950% notes due 2051.

Per $1,000 principal, the 2031 notes total consideration is $920.71 ($870.71 if after early deadline) and the 2051 notes total consideration is $744.06 ($694.06 if after early deadline). Settlement is expected March 16, 2026; offers conditioned on closing of the EA merger.

Positive

• Total consideration of $920.71 per $1,000 for 2031 notes
• Total consideration of $744.06 per $1,000 for 2051 notes
• Early tender payment of $50.00 per $1,000 for timely tenders
• Offeror plans to fund with merger financing proceeds

Negative

• Offers conditioned on closing of the Merger (Merger Condition)
• Consents not yet received for Proposed Amendments to the Indenture
• Remaining notes may be defeased, removing certain covenants

WILMINGTON, Del., Feb. 25, 2026 /PRNewswire/ -- Oak-Eagle AcquireCo, Inc. (the "Offeror") announced today the pricing for the previously announced offers to purchase for cash (each, a "Tender Offer" and, together, the "Tender Offers") any and all of Electronic Arts Inc.'s (NASDAQ: EA) (the "Company") outstanding (i) 1.850% Senior Notes due 2031 (the "2031 Notes") and (ii) 2.950% Senior Notes due 2051 (the "2051 Notes" and, together with the 2031 Notes, the "Notes"), and solicitation of consents (each, a "Consent Solicitation" and, together, the "Consent Solicitations") from holders of the Notes (each, a "Holder" and, collectively, the "Holders") to certain proposed amendments (the "Proposed Amendments") to the indenture, dated as of February 24, 2016, as supplemented by that certain Second Supplemental Indenture, dated as of February 11, 2021, by and between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the "Trustee") (the "Indenture") (such consents being solicited are each a "Consent" and, collectively, the "Consents").

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 Delaware corporation and a wholly-owned subsidiary of the Offeror ("Merger Sub"), pursuant to which Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly-owned subsidiary of the Offeror, in each case on and subject to the terms and conditions therein. The Offeror and Merger Sub were formed by an investor consortium consisting of The Public Investment Fund, Silver Lake and Affinity Partners, for purposes of engaging in the transactions contemplated by the Merger Agreement. The consummation of the Merger is not conditioned on the consummation of the Tender Offers and the Consent Solicitations.

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 pricing information for the Tender Offers and the Consent Solicitations. The Withdrawal Deadline of 5:00 P.M., New York City time, on February 24, 2026 (the "Withdrawal Deadline") has expired and any Notes tendered after the Withdrawal Deadline may not be withdrawn. Any Notes tendered prior to the early tender deadline of 5:00 P.M., New York City time, on February 24, 2026 (the "Early Tender Deadline") are eligible to receive the Total Consideration. Any Notes validly tendered after the Early Tender Deadline, but on or prior to the Expiration Time (as defined below), will be eligible to receive the Tender Offer Consideration. 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 Principal Amount	Reference    Security	Reference    Yield(2)	Fixed Spread  (bps)	Early  Tender  Payment(3)	Total   Consideration(4)	Tender Offer Consideration(5)
1.850%  Senior  Notes  due  2031	CUSIP: 285512AE9 ISIN: US285512AE93	$750,000,000	3.750%  UST due  January  31, 2031	3.626 %	+0	$50.00	$920.71	$870.71
2.950%  Senior  Notes  due  2051	CUSIP: 285512AF6 ISIN: US285512AF68	$750,000,000	4.625%  UST due  November  15, 2055	4.705 %	+0	$50.00	$744.06	$694.06

(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 (as defined below) 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 March 16, 2026. Subject to update pursuant to the Offer to Purchase and Consent Solicitation if the Tender Offers settle on a different date.

(3) Included in the Total Consideration for Notes validly tendered and not validly withdrawn on or prior to the Early Tender Deadline.

(4) Per $1,000 principal amount of Notes validly tendered and not validly withdrawn on or prior to the Early Tender Deadline.

(5) Per $1,000 principal amount of Notes validly tendered after the Early Tender Deadline, but on or prior to the Expiration Time.

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 and the Tender Offer Consideration (including, in each case, 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.

The Tender Offers and the Consent Solicitations remain scheduled to expire at 5:00 P.M., New York City time, on March 11, 2026, unless extended or earlier terminated by the Offeror in its sole discretion (such date and time, as the same may be extended, the "Expiration Time"). The "Settlement Date" for the Tender Offers will be March 16, 2026, unless extended or earlier terminated. The Offeror intends to extend the Expiration Time, without extending the Withdrawal Deadline (unless required by law), such that it will remain within three business days prior to the Settlement Date, which we anticipate will occur on or about the closing date of the Merger.

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 Global Bondholder Services Corporation, 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.‎

View original content:https://www.prnewswire.com/news-releases/oak-eagle-acquireco-inc-announces-pricing-terms-for-the-previously-announced-tender-offers-and-consent-solicitations-for-any-and-all-of-electronic-arts-incs-1-850-senior-notes-due-2031-and-2-950-senior-notes-due-2051--302697641.html

SOURCE Oak-Eagle AcquireCo, Inc.

FAQ

What pricing did Oak-Eagle set for EA 1.850% notes due 2031 in the Feb 26, 2026 announcement?

The 2031 notes have $920.71 total consideration per $1,000 for early tenders and $870.71 after the early deadline. According to Oak-Eagle AcquireCo, this includes a $50.00 early tender payment and is calculated for settlement on March 16, 2026.

What pricing did Oak-Eagle set for EA 2.950% notes due 2051 in the Feb 26, 2026 announcement?

The 2051 notes have $744.06 total consideration per $1,000 for early tenders and $694.06 after the early deadline. According to Oak-Eagle AcquireCo, the offer includes a $50.00 early tender payment and uses a March 16, 2026 settlement.

Are the Oak-Eagle tender offers for EA (EA) notes conditional on the merger closing?

Yes. The Tender Offers and Consent Solicitations are expressly conditioned on the closing of the Merger. According to Oak-Eagle AcquireCo, the offers also remain subject to customary General Conditions and may be amended or terminated by the Offeror.

What happens to EA notes not tendered in Oak-Eagle's offers announced Feb 26, 2026?

Notes not purchased will remain outstanding and may become subject to Proposed Amendments if requisite Consents are obtained. According to Oak-Eagle AcquireCo, remaining notes may also be defeased or repurchased by the company after the Tender Offers.

When is the expected settlement date for Oak-Eagle's EA tender offers and what deadlines mattered?

Settlement is expected on March 16, 2026 with an Expiration Time of March 11, 2026 and an Early Tender Deadline of February 24, 2026. According to Oak-Eagle AcquireCo, early tenders receive the Total Consideration and a $50 early payment.