Bending Spoons (NASDAQ: BSP) upsizes secured notes deal to $1.8 billion

What happened

Bending Spoons S.p.A. (NASDAQ: BSP) priced a dual-currency senior secured notes offering equivalent to approximately $1.8 billion on Oct. 28. The company intends the net proceeds to fund future acquisitions, pay costs, fees, expenses and taxes tied to the offering, and cover other general corporate purposes.

The offering has two tranches: $1.25 billion of 9.625% U.S. dollar-denominated notes and 500 million euros of 8.625% euro-denominated notes. Both are due in 2032 and will be issued at 100% of principal.

The dollar notes will be issued by Bending Spoons US Inc., a Delaware corporation. The euro notes will be issued by Bending Spoons Operations S.p.A., an Italian joint stock company. Each issuer is an indirect wholly owned subsidiary, and Bending Spoons will not issue or guarantee the notes.

The notes are offered only to qualified institutional buyers under Rule 144A and to non-U.S. persons outside the United States under Regulation S. They have not been registered under the Securities Act.

Key numbers

Metric	Latest	Change	Source
Offering size (aggregate equivalent) versus originally proposed	approximately $1.8 billion	from $1.5 billion, +$300 million	Calculated from SEC 6-K
U.S. dollar-denominated senior secured notes	$1.25 billion		SEC 6-K, Exhibit 99.1
Coupon on U.S. dollar notes	9.625%		SEC 6-K, Exhibit 99.1
Euro-denominated senior secured notes	500 million euros		SEC 6-K, Exhibit 99.1
Coupon on euro notes	8.625%		SEC 6-K, Exhibit 99.1

Read more: Bending Spoons S.p.A. (BSP) company research

Why it matters

Demand pushed the deal larger. The offering was upsized from the originally proposed $1.5 billion equivalent following considerable demand, and OptimistFi's comparison of the two approximate figures puts the increase at about $300 million.

OptimistFi has no investment case on file for the company, so the filing sets a baseline. Bending Spoons has priced acquisition funding, the first evidence for judging whether the borrowing pays off. For holders, the practical question is whether acquisitions funded by this debt justify the interest cost.

The caveat is timing. This is a pricing announcement, not a completed financing, and the notes have not yet settled. Settlement is subject to customary closing conditions.

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What's next

Settlement is expected on or about Nov. 4, subject to customary closing conditions. A completed closing would turn the priced offering into funded debt, while a delay or an unmet condition would leave the acquisition funding unsettled.

Application will be made to list the notes on the Official List of the Luxembourg Stock Exchange and admit them to trading on the Specialist Securities Segment of its Euro MTF Market.

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