Bending Spoons Completes Miro Acquisition and Prices $1.8 Billion in Bonds
Key Facts
Bending Spoons announced on October 26, 2026, that it had completed its previously announced acquisition of visual collaboration platform Miro, after purchasing 100% of its outstanding shares in an all-cash deal. Over the following two days, the company disclosed the pricing of senior secured bonds with a total aggregate principal amount equivalent to about $1.8 billion. The financing comprises a $1.25 billion dollar tranche and a €500 million euro tranche, with both tranches due in 2032. The company said net proceeds would be used for future acquisitions, offering costs and general corporate purposes. The completion announcement followed an agreement reached in September, when the enterprise value was put at $1.355 billion.
At the closing of the Miro deal, some former shareholders reinvested about $295 million of their proceeds in about 6.2 million new shares in Bending Spoons. The all-cash deal was thus accompanied by the issuance of new shares to shareholders participating in the reinvestment. The company had estimated implied equity value at about $1.79 billion when accounting for Miro's net cash, compared with an enterprise value of $1.355 billion when the agreement was announced on September 10, 2026. The figures reflect two different measures of the deal: enterprise value and equity value after taking net cash into account. When it announced the completion, Bending Spoons said Miro serves more than 250 thousand businesses and more than 100 million users.
The company priced the dollar tranche at an annual interest rate of 9.625%, while the euro-denominated tranche was set at 8.625%. It said both tranches would be issued at 100% of their face value. The offering was larger than the originally proposed size, equivalent to about $1.5 billion, with the company saying the increase followed strong demand. These terms link the size of the new financing to its cost: the dollar tranche carries a higher interest rate than the euro tranche, based on the announced rates. Net proceeds are to be used to finance future acquisitions, as well as cover fees, expenses and taxes related to the offering and general corporate purposes.
The bonds are being issued by two wholly indirectly owned subsidiaries of Bending Spoons, while the company said it would neither issue nor guarantee the bonds itself. It also plans to apply for their admission to the official list of the Luxembourg Stock Exchange and for trading on the Euro MTF market. The move follows the company's disclosure in September of add-on term loans of $1.25 billion and €395 million, after raising its targets from $750 million and €250 million, respectively. The company said at the time that part of the proceeds from those add-ons would be used to finance the Miro acquisition and repay a portion drawn under its euro revolving facility. In the same week, it disclosed that Moody’s had upgraded its rating to Ba3 from B1, and S&P had raised its rating to BB- from B+.
When it announced the acquisition agreement in September, Bending Spoons said Miro had annual recurring revenue of about $600 million, nearly 90% of which came from business and enterprise customers. Miro founder Andrej Khusid added that about 4 million users pay for the service, and that more than 750 customers each generate annual recurring revenue exceeding $100 thousand. The usage and revenue figures show the scale of the customer base that will join Bending Spoons' portfolio following completion of the acquisition. However, the company's financial outlook published on August 13 was based on its owned portfolio as of August 12 and did not include Miro's contribution. The company said it expects to include Miro when it announces its next financial results.
In trading, Bending Spoons shares, listed under the ticker BSP, closed at $45.52 on October 30, 2026. They had closed at $46.63 on October 26, then $46.97 on October 27 and $47.02 on October 28, before ending the October 29 session at $46.78. These prices provide closing levels for the days following the announcement of the acquisition's completion and the bond pricing, without data on session highs or lows. The offering is expected to settle on or about November 4, 2026, subject to customary closing conditions. Afterward, the company said it would apply to list the bonds on the Luxembourg Stock Exchange and admit them to trading on the Euro MTF market.