Bending Spoons closed $1.25 billion of junk notes at 9.625%, and Airtable's cash services them
The Milan roll-up settled $1.25 billion of dollar notes at 9.625% and €500 million of euro notes at 8.625%, both due 2032, issued at par, issued by subsidiaries with no parent guarantee. The acquired businesses' earnings must now service roughly $3.4 billion equivalent of new secured debt, and November 20's Q3 is the first check.
Richard Tang · 3 min read
Bending Spoons−6.84% — Bending Spoons, down 6.84 percent today has closed the money for its next round of acquisitions, and the businesses it buys are the ones that have to carry it. The Milan roll-up, listed on Nasdaq since July, priced an upsized dual-currency junk bond on October 28 and settled it this week: $1.25 billion of dollar notes and €500 million of euro notes, both due 2032, both issued at par after demand pushed the deal past its $1.5 billion target 16.
The day after pricing, Berkshire Hathaway−0.07% — Berkshire Hathaway, down 0.07 percent today closed a further $330 million of equity at $33 a share, taking its stake to 4% after $600 million at the IPO 4. Both camps are betting the same thing: that acquired software businesses, transformed quickly, produce enough cash to service money priced near junk levels.
The first public check comes on November 20, when Bending Spoons reports Q3 5.
Bending Spoons layered roughly $3.4 billion equivalent of new secured debt in five weeks
Four tranches of new secured debt in five weeks, all due in the 2030s
Data
| Principal | |
|---|---|
| USD notes due 2032 | $1.25B |
| USD term loan add-on due 2031 | $1.25B |
| EUR notes due 2032 (USD equivalent) | $0.55B |
| EUR term loan add-on due 2031 (USD equivalent) | $0.44B |
The market paid up for the paper, and priced the risk
As reported here on November 5, the deal came to market on a cash-timing claim that only a vendor case study backed 8. It was marketed at a yield just above 10% in dollars and just above 9% in euros, with a BB- rating expected, near the top of the below-investment-grade range, per Bloomberg 3.
Demand then did the talking: the coupons landed at 9.625% and 8.625%, the tranches priced at par, and the offering upsized 6. Buyers of newly issued junk rarely get par on a debut; the terms say the market believes the servicing story at least for now. The rating says it is not certain.
The structure tells you who is on the hook
The notes are issued by two subsidiaries, Bending Spoons US Inc. and Bending Spoons Operations S.p.A., with no guarantee from the listed parent 26. The 2032 creditors therefore live off the portfolio's cash flow, not the holding company's balance sheet 26.
The bridge between the two is the transformation playbook: Bending Spoons reorganizes teams, overhauls technology and uses AI as both the vision and the tool for expanding an acquired business's earnings 4. The costs of that work land on the acquired companies' customers and teams first.
Our reporting on Evernote$200M — Evernote, private, latest valuation $200M, where the top plan was raised 92% in the week the notes went to market, shows how the playbook reaches users 9. Airtable$1.285B — Airtable, private, latest valuation $1.285B, the no-code database closed in September as the first post-IPO deal, is next in line to be repriced or rebuilt into something that earns more.
The machine needs debt to keep running
This fortnight added the notes plus $1.25 billion and €395 million of term loan B add-ons due 2031, syndicated in late September to finance the Miro acquisition, roughly $3.4 billion equivalent of new secured debt in total 7. The circularity is the point: borrowed cash buys the next deal, and the next deal's earnings must cover the last one's interest. Berkshire is exposed to the equity version of the same bet 4.
The bet rests on the transformations lifting acquired earnings fast enough to service the paper, and November 20 is the first public test of that claim 5.
If Q3 shows acquired-SaaS cash flow growing into the coupons, the model holds at this scale; if it does not, the next seller of a software business will find the machine moving slower.
What would settle the argument
Watch three numbers in the Q3 print: revenue from businesses acquired this year, interest costs against them, and free cash flow after the transformation spending 5. Anything less makes November 20 ceremony rather than a catalyst, and the burden falls back on the next deal to prove the machine works 5.
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