Raters lift Bending Spoons' debt to BB- while the number that tests its $28B value stays hidden

Two upgrades, with the receipts attached

S&P raised Bending Spoons to BB- from B+ on 23 September↗, outlook stable, and lifted the issue ratings on its term loan B facilities to match ¹. Moody's moved to Ba3 from B1 the same day↗, also stable ²³.

The citations were the machine's receipts. S&P counted more than 90% of expected cost savings landed at Vimeo and 60–75% at AOL, Eventbrite and Tractive, toward roughly $4 billion of pro forma 2026 revenue at an adjusted EBITDA margin approaching 40% ¹.

The loan market took more than it was offered

On 25 September the company priced a $1.25 billion add-on to its 2031 dollar term loan and a €395 million euro add-on↗, up from its $750 million and €250 million-equivalent targets ². That is roughly $1.7 billion equivalent combined, well past the ~$1 billion-equivalent sought, and lenders took it two days after the upgrades ²⁴.

The proceeds fund Miro, agreed at a $1.355 billion enterprise value↗, roughly 90% below the $17.5 billion investors marked it at in January 2022, with a termination date of 10 September 2027 ⁵. Gross debt stood at $4.88 billion on 30 June; S&P sees about $5.7 billion by year end, near 4x adjusted leverage ¹⁶.

What the raters get and the shareholder does not

The credit file now holds numbers the equity file lost. Net revenue retention ran 93% in 2023, 91% in 2024, 95% in 2025 and 94% in the first quarter; disclosure stopped after the July IPO, no figure was given for Q2, and CEO Luca Ferrari would say only that it is "now in the high 90s"↗ ⁷.

Under 100, the subscriber base pays less every year. The stock trades near $28 billion, almost 14 times trailing revenue ⁷.

The cuts that pay the lenders

The savings S&P rewards are reorganization, and reorganization means severance: Q2 alone added back $51 million of reorganization-related expense, chiefly payments to employees fired after their companies were acquired ⁷. The 3% organic growth the agency cites counts businesses owned under a year, so post-acquisition price hikes land in the organic line ⁷. Evernote is the pattern in miniature: revenue up 30% from 2022 to 2025, users down 48% ⁷.

The credit counterpoint carries weight: subscriptions are about 80% of revenue, no business line exceeds 20%, and S&P expects interest coverage above 3x by 2027 ¹.

Q3 either restores the number or confirms the silence

The Q3 report is the next scheduled test: either retention returns to the disclosure page or the gap becomes the story. Miro has until 10 September 2027 to close ⁵. Creditors get receipts; shareholders get silence.