Bending Spoons Proposes $1.5 Billion in Secured Bonds Due 2032
Key Facts
Bending Spoons announced on October 27 a proposed offering of senior secured bonds with a total value of approximately $1.5 billion, with both tranches due in 2032. The company said the offering is subject to market conditions and other terms, and that completion is not guaranteed. The announcement came a day after it completed its acquisition of Miro, according to the company's statement issued on October 26. The proposal would add a new debt issuance to its existing financing, while pricing terms had not been set at the time of the announcement. The company's shares closed at $46.63 on October 26, according to EL7 data.
The proposed offering is split between dollar-denominated bonds with an aggregate principal amount of $1 billion and euro-denominated bonds with a value equivalent to approximately $500 million. Both tranches are due in 2032, according to the company. Bending Spoons did not announce the interest rates, issue prices or other terms of the bonds, saying they would be set at pricing. The announced value of the euro-denominated bonds therefore remains an estimate, while the final terms also remain subject to pricing. The company gave no assurance in its announcement that the offering would be completed on the proposed terms or completed at all.
The company intends to use the net proceeds to finance future acquisitions, cover issuance costs, fees, expenses and taxes, and for other general corporate purposes. The announcement does not identify a specific transaction to be funded with the proceeds. This follows the completion of the Miro acquisition, which Bending Spoons said covered 100% of its issued and outstanding shares in an all-cash transaction. Former Miro shareholders also invested approximately $295 million of their sale proceeds in approximately 6.2 million newly issued common shares of the company. This separates the proceeds of the proposed bonds from the financing arrangements the company announced for the Miro deal in September.
Bending Spoons priced two add-ons to its Term Loan B on September 25: $1.25 billion to the dollar-denominated loan and €395 million to the euro-denominated loan, both due in 2031. The company said the add-ons exceeded the original targets of $750 million and a €250 million equivalent, respectively. It said the proceeds would be used to finance the agreed acquisition of Miro, repay the drawn portion of the euro revolving credit facility and for general corporate purposes. The loan maturities differ from those of the proposed bonds, with the loans due in 2031 and the bonds in 2032. Moody’s upgraded the company's rating to Ba3 from B1, while S&P raised its rating to BB- from B+, before the loan add-ons were announced in September, according to the company.
In September, the company announced an agreement to acquire Miro at an enterprise value of $1.355 billion, equivalent to an equity value of approximately $1.79 billion after accounting for Miro's net cash. At the time of the deal announcement, it said Miro's annual recurring revenue was approximately $600 million, with nearly 90% coming from business and enterprise customers. Bending Spoons completed the acquisition on October 26, but said its financial outlook published on August 13 was based on the portfolio of businesses it owned on August 12 and did not include Miro's contribution. It added that it expects to include Miro in its outlook when it announces its next financial results. For the first three months of 2026, the company reported net income of $27.5 million and revenue of $601 million, according to The Associated Press.
Bending Spoons shares rose 40% in early trading on October 14 after Berkshire Hathaway announced an additional investment that raised its stake in the company to 4%, according to Reuters via Investing.com. That move predates the bond proposal announced on October 27. In the October 26 session, the stock closed at $46.63, according to EL7 data. The company said the interest rate, issue price and other terms would be set at pricing, and that completion of the offering is not certain. It also expects to include Miro in its financial outlook when it publishes its next results.