Bending Spoons borrows $1.5 billion it will not guarantee, for deals that do not exist yet
Bending Spoons' $1.5 billion of senior secured notes are issued by subsidiaries the Milan parent will not guarantee, to fund acquisitions it has not named. Repayment depends on the cash thrown off by the brands it already owns.
Richard Tang · 2 min read
Bending Spoons+0.36% — Bending Spoons, up 0.36 percent today is asking bond investors for $1.5 billion of senior secured notes due 2032 to pay for acquisitions it has not named 1. The structure tells you how much the company trusts its own machine: the dollar tranche is issued by a Delaware subsidiary, the euro tranche by an Italian one, and the Milan parent, in its own words, "will not issue or guarantee the Notes" 1.
The notes are secured, meaning backed by the issuing subsidiaries' assets and first in line ahead of shareholders, and the lenders sit on companies that exist to hold the brands while the parent signs nothing 1.
Debt reached $4.9 billion by June, before the new $1.5 billion notes
Data
| Total debt | |
|---|---|
| Q4 2023 | $0.39B |
| Q4 2024 | $0.87B |
| Q4 2025 | $2.67B |
| Q1 2026 | $4.36B |
| Q2 2026 | $4.88B |
The borrowing is compounding faster than the portfolio
Reported group debt reached $4.9 billion at the end of June, from $0.4 billion at the end of 2023 2. September's term loan add-ons, $1.25 billion of dollars and €395 million of euros, paid for an agreed deal: Miro$1.79B — Miro, private, latest valuation $1.79B, which closed on Monday at a $1.355 billion enterprise value 34. Airtable$1.285B — Airtable, private, latest valuation $1.285B cost $1.28 billion in August 9. Tuesday's notes are different in kind, because the release names no target at all, only "future acquisitions" 1. That is pre-funding: bondholders hand over cash today against deals the company hopes to find.
The repayment comes from outside the bond
Servicing that debt falls on brands already bought. Airtable is losing a large portion of its roughly 800 pre-acquisition staff, with most departures inside a week of the announcement 6. Vimeo On Demand closes on November 20, and on that date viewers lose access to films they bought or rented 7.
This is the method, not a side effect: Bending Spoons buys discounted software businesses, trims staff, streamlines products and pushes monetization until earnings expand 89. Berkshire Hathaway−0.67% — Berkshire Hathaway, down 0.67 percent today, which has put $930 million into the stock since the July IPO, now sits behind the new secured creditors 8.
The coupon prices what the parent would not guarantee
Interest rates and issue prices are set at pricing in the coming days 1, days after Moody's−2.13% — Moody's, down 2.13 percent today and S&P lifted the group to Ba3 and BB- 3. The rate will be the market's price on one proposition: that subscribers to Evernote$200M — Evernote, private, latest valuation $200M, Vimeo$1.38B — Vimeo, private, latest valuation $1.38B, Miro and Airtable keep paying faster than the cuts and closures push them out. Second-quarter revenue of $704 million, up 126 percent, says they have so far 2. Whoever buys the notes is underwriting that the users stay. The parent has declined to underwrite it itself.
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