Bending Spoons Proposes About $1.5 Billion of Secured Notes Due in 2032
Key Facts
Bending Spoons announced on October 27 a proposed offering of approximately $1.5 billion in senior secured notes, subject to market conditions and other factors. The announcement of new financing came after the company completed its acquisition of Miro on October 26, according to its official investor page. The proposed offering comprises $1 billion of dollar-denominated notes and euro-denominated notes equivalent to approximately $500 million, according to the company’s statement published via GlobeNewswire. Both tranches mature in 2032. The company said net proceeds would be used to fund future acquisitions, offering costs and general corporate purposes.
In its October 27 announcement, the company set the approximate value of the offering before pricing at $1.5 billion, the figure cited in its pre-pricing statement. This was not an announcement of final terms; the company said interest rates, issue prices and other terms would be set at pricing. It also said completion of the offering was not assured, either on the described terms or at all. The $1.5 billion figure therefore remained an estimate of the proposed offering in that announcement, not confirmed final proceeds. BSP shares closed at $46.97 on October 27, according to EL7 data.
The proposed financing follows an earlier expansion of borrowing in September, when Bending Spoons priced add-ons to its 2031 loans of $1.25 billion and €395 million. The add-ons exceeded the initial targets of $750 million for the dollar loan and the euro equivalent of €250 million for the euro-denominated loan. The company said Moody’s and S&P raised its ratings in the same week; Moody’s rating moved to Ba3 from B1, and S&P’s rating rose to BB- from B+. The company allocated proceeds from the loan add-ons to fund the agreed acquisition of Miro, repay the drawn portion of its euro revolving credit facility and for general corporate purposes. It then announced completion of the Miro acquisition on October 26.
Bending Spoons said in its September announcement that the financing would help fund its Miro deal, while the proposed offering in October directs net proceeds to future acquisitions and general corporate purposes. The announced financings have different maturities: the loan add-ons priced in September mature in 2031, while the two proposed note tranches mature in 2032. The notes are to be issued by two wholly owned indirect subsidiaries of the company. Bending Spoons said it would not itself issue or guarantee the notes. The offering is limited to qualified institutional buyers under Rule 144A and persons outside the United States under Regulation S.
On October 28, a pre-stabilization notice issued by BNP Paribas named Bending Spoons Operations as the issuer of senior secured notes with an aggregate principal amount of €500 million. The notice described the notes as having a five-year maturity, with a call option after two years. It did not include details of the dollar tranche or the interest rates and issue prices for either tranche. The company’s earlier statement had said those terms would be set at pricing and that completion of the offering was not assured. The next step, according to the earlier announcement, is to complete pricing and determine the offering’s final terms.