BY: GEORGE R. TWARDY, III
Brief Overview of EA Games and Why it’s in the News
Electronic Arts Inc. (“EA Games”) was founded in 1982.[1] After about eight years in the business, EA Games filed an initial public offering on March 26, 1990.[2] Since 1990, EA Games has been operating as a publicly traded company in the United States. The company’s global headquarters is in Redwood City, California.[3] Additionally, EA Games is incorporated in Delaware.[4]
EA Games promotes itself as “a global leader in digital interactive entertainment.”[5] By quarter three of 2025, EA Games was ranked the seventh largest gaming company based on revenue.[6] In 2026, EA Games’ market capitalization was $50.331 billion.[7] On September 29, 2025, EA Games announced that its board approved an acquisition of EA Games by the Public Investment Fund, Silver Lake, and Affinity Partners.[8] In its press release, EA Games stated that the acquisition would be an “all-cash transaction that values EA at an enterprise value of approximately $55 billion.”[9] The press release went on to say that this transaction “represents the largest all-cash sponsor take-private investment in history, . . .”[10] Per EA Games’ press release, the gaming company will be acquired by a group of investors which includes “PIF, Silver Lake, and Affinity Partners . . . .”[11] PIF refers to Public Investment Fund, which is a wealth fund of Saudi Arabia.[12] Silver Lake and Affinity Partners are private equity firms.[13] Before the deal was struck, PIF held 9.9% of EA Games’ shares.[14]
What is a “Take Private” Transaction?
I often hear about publicly traded companies and initial public offerings (“IPOs”), but not so much when a company throws the Uno reverse card. So, what is a “take-private” transaction and how does that work? Essentially, when a public company completes a transaction to go private, the company reduces its shareholders so that it may delist from public stock exchanges and is no longer bound by the Securities Exchange Commission (“SEC”).[15]
Take Private transactions can occur in a few different forms, most commonly through: “[a]cquisitions by a controlling stockholder, commonly referred to as squeeze-out mergers; [a]cquisitions by a significant but non-controlling stockholder; [or] [l]everaged buyouts by a private equity fund or other third-party acquirer working with management.”[16] As noted above, PIF, an investment fund and stockholder of EA Games, is working with two private equity firms, Silver Lake and Affinity Partners, to acquire EA Games.[17] Thus, this Take Private Transaction is in the form of a leveraged buyout.
More specifically, a leveraged buyout is “[a]n acquisition strategy used by private equity firms involving a significant amount of borrowed money to fund the purchase price. The target company’s assets generally serve as security for the loans which are later paid back from the target company’s cash flow.”[18] EA Games explained that roughly $36 billion of the $55 billion deal will come from PIF, Silver Lake, and Affinity Partners, while JP Morgan Chase will provide $20 billion in debt financing.[19]
The EA Games acquisition plan is interesting. EA Games will merge with Oak-Eagle MergerCo, Inc. (“MergerCO”), a Delaware corporation.[20] MergerCo will be absorbed by EA Games.[21] However, MergerCO is a wholly owned subsidiary of Oak-Eagle AquireCo, Inc. (“AcquireCo”).[22] So, when EA Games absorbs MergerCo, EA Games will become the wholly owned subsidiary of Acquire Co.[23] Thus, this plan is set up as a forward triangular merger.[24]
Do EA Stockholders Get a Say?
The first step of a leveraged buyout is to get the board of director’s seal of approval.[25] EA Games is incorporated in Delaware.[26] Delaware corporations are managed by the Board of Directors.[27] Board Directors must act in compliance with their fiduciary duties when managing the corporation.[28] These duties include the duty of care and the duty of loyalty.[29] In its press release, Luis A. Ubiñas, the lead independent director, stated that: “[t]he Board carefully evaluated this opportunity and concluded it delivers compelling value for stockholders and is in the best interests of all stakeholders[.]”[30] When the acquisition deal is finalized, shareholders will receive $210 per share, which calculates to a 25% premium over the September 25, 2025 stock price, before the transaction was announced.[31]
The next step of a leverage buyout is to see if the stockholders agree with implementing the transaction.[32] This requires the shareholders to either approve or deny the transaction by vote.[33] To approve the transaction, a majority of EA Games outstanding shares[34] must vote for the transaction.[35] The shareholder vote occurred on December 22, 2025.[36] According the EA Games’ Form 8-K filing with the SEC, 250,106,129 shares were outstanding.[37] Of the outstanding shares: 201,459,369 voted for the transaction, while 1,915,837 voted against it.[38] Thus, the merger was approved by EA Games stockholders voting for the transaction with roughly an 80% approval rating.[39]
Conclusion and Thoughts
This Take Private transaction has the potential to be the largest Take Private transaction in history.[40] EA Games has reported that it forecasts the deal to close in 2027.[41] Thus, there is a lot of time between now and the finalization of the deal for anything to happen. Additionally, the gaming community seems concerned by this acquisition.[42] It doesn’t help that LIV Golf, one of PIF’s major investments, is currently struggling and PIF is rumored to jump ship.[43] Others highlight that the EA Games’ acquisition, if successful, could re-invigorate the market for large leveraged buyouts, which hasn’t been popular since the Global Financial Crisis.[44] However, its best to stay optimistic and hope that, if this transaction goes through, EA Games thrives and creates great games for its community.
[1]About EA, Electronic Arts, https://www.ea.com/about (last visited Apr. 15, 2026).
[2]Who Owns Electronic Arts Company?, BCG Matrix, https://matrixbcg.com/blogs/owners/ea#:~:text=Its%20IPO%20on%20March%2026,global%20leader%20in%20interactive%20entertainment (last visited Apr. 15, 2026).
[3]Electronic Arts, supra note 1.
[4]Electronic Arts Inc., Annual Report (Form 10-K) 6 (Mar. 31, 2025).
[5]Electronic Arts, supra note 1.
[6]Top Public Games Companies By Revenue, Newzoo, https://newzoo.com/resources/rankings/top-25-companies-game-revenues (last visited Apr. 15, 2026).
[7]Yahoo Finance, https://finance.yahoo.com/quote/EA/ (last visited Apr. 15, 2026).
[8]Press Release, Electronic Arts Inc., EA Announces Agreement to be Acquired by PIF, Silver Lake, and Affinity Partners for $55 Billion (Sep. 29, 2025) [hereinafter EA Announces Agreement], https://ir.ea.com/press-releases/press-release-details/2025/EA-Announces-Agreement-to-be-Acquired-by-PIF-Silver-Lake-and-Affinity-Partners-for-55-Billion/default.aspx; Announcement from Andrew Wilson to Electronic Arts employees, Exciting news about our future (Sep. 29, 2025), https://www.ea.com/news/exciting-news-about-our-future.
[9]EA Announces Agreement, supra note 8.
[10]Id.
[11]Id.
[12]Greta Cross, Jared Kushner, Saudi Arabia, More Backers to Buy EA in $55B Deal. What This Means for Gamers, USA Today (Sep. 30, 2025, 11:08 AM), https://www.usatoday.com/story/tech/2025/09/29/ea-electronic-arts-aquired-jared-kushner-saudi-arabia/86417253007/; Chanelle Hayes, Who Bought EA? The Investors Behind The $55B Takeover, Yahoo Finance (Sep. 30, 2025), https://finance.yahoo.com/news/bought-ea-investors-behind-55b-184511046.html; see also Public Investment Fund, World Econ. F., https://www.weforum.org/organizations/public-investment-fund/ (last visited Apr. 15, 2026).
[13] Hayes, supra note 12; Affinity Partners (Miami) Overview, PitchBook, https://pitchbook.com/profiles/investor/495517-69#overview (last visited Apr. 15, 2026).
[14] Hayes, supra note 12.
[15]Phillip R. Mills & Leonard Kreynin, Going Private Transactions: Overview, Westlaw (last updated Feb. 16, 2025), https://1.next.westlaw.com/Document/Ibb0a1063ef0511e28578f7ccc38dcbee/View/FullText.html?ppcid=2d6c9a076678486e92eaf2d1142970bf&originationContext=knowHow&transitionType=KnowHowItem&contextData=(sc.Default)&firstPage=true&bhcp=1; Going Private, U.S. Sec. & Exch. Comm’n, https://www.investor.gov/introduction-investing/investing-basics/glossary/going-private (last visited Apr. 15, 2026).
[16]Mills & Kreynin, supra note 15.
[17]See supra Part I and accompanying text.
[18]Leveraged Buyout (LBO), Westlaw, https://1.next.westlaw.com/Document/Ibb09e937ef0511e28578f7ccc38dcbee/View/FullText.html?originationContext=document&transitionType=DocumentItem&ppcid=f5ea8d175539447ca90d4e78ecc3d5b9&contextData=(sc.RelatedInfo)&firstPage=true&bhcp=1 (last visited Apr. 16, 2026).
[19]EA Announces Agreement, supra note 8.
[20] See Electronic Arts Inc., 2025 Proxy Statement 1–3 (2025) [hereinafter “2025 Proxy Statement”], https://s204.q4cdn.com/701424631/files/doc_financials/2025/ar/Electronic-Arts-2025-Proxy.pdf.
[21] Id. at 3.
[22] Id. at 1–2, 3.
[23] Id. at 3.
[24] Will Keaton, What is a Forward Triangular Merger? Definition & Advantages, Investopedia (Dec. 2, 2025), https://www.investopedia.com/terms/f/ftm.asp (“A forward triangular merger pertains to the acquisition of a company by a subsidiary, or shell company, of the purchasing company. The company acquired is then merged into the shell company completely. The shell company, and not the purchasing company, assumes the acquired company’s assets and liabilities.”).
[25] Del. Code tit. 8, § 251(a)–(b).
[26]See 2025 Proxy Statement, supra note 20, at 1; Electronic Arts Inc., Annual Report (Form 10-K) 6 (Mar. 31, 2025).
[27] tit. 8, § 141(a).
[28]Gantler v. Stephens, 965 A.2d 695, 708–09 (Del. 2009) (“In the past, we have implied that officers of Delaware corporations, like directors, owe fiduciary duties of care and loyalty . . . .”).
[29]In re Walt Disney Co. Derivative Litig., 907 A.2d 693 (Del. Ch. 2005), aff’d, 906 A.2d 27 (Del. 2006) (explaining that directors must act in the same manner as an “ordinary and prudent person in similar circumstances” and “consider all material information reasonably available”) (internal citations omitted); Guth v. Loft, Inc, 5 A.2d 503, 510 (Del. 1939) (explaining that the directors cannot use their position for their own self-interest).
[30]EA Announces Agreement, supra note 8.
[31]Id.
[32] tit. 8, § 251(c).
[33] Id.
[34] Issued vs. Outstanding Shares: What’s the Difference?, Corp. Fin. Inst. (Nov. 11, 2025), https://corporatefinanceinstitute.com/resources/accounting/issued-vs-outstanding-shares/ (“Outstanding shares are the shares currently held by all shareholders, including individuals, institutions, and company insiders.”).
[35]tit. 8, § 251(c).
[36]Tipranks, Electronic Arts Shareholders Approve Take-Private Merger Deal, The Globe and Mail (Dec. 24, 2025), https://www.theglobeandmail.com/investing/markets/stocks/EA/pressreleases/36783988/electronic-arts-shareholders-approve-take-private-merger-deal/; see also See 2025 Proxy Statement, supra note 20, at 2.
[37]See Electronic Arts Inc., Current Report (Form 8-K) (Dec. 22, 2025); see also Andy Chalk, Electronic Arts Shareholders Vote Overwhelmingly in Favor of Saudi-Led Takeover, Yahoo finance (Dec. 23, 2025), https://finance.yahoo.com/news/electronic-arts-shareholders-vote-overwhelmingly-215827395.html.
[38]See Electronic Arts Inc., Current Report (Form 8-K) (Dec. 22, 2025); see also Chalk, supra note 37.
[39] See Electronic Arts Inc., Current Report (Form 8-K) (Dec. 22, 2025).
[40]See EA Announces Agreement, supra note 8; Lincoln Carpenter, EA’s $55 Billion Acquisition Is the Biggest Leveraged Buyout in Private Equity History. Here’s Why It Has Everyone Terrified, Yahoo finance (Oct. 1, 2025), https://finance.yahoo.com/news/eas-55-billion-acquisition-biggest-222649196.html.
[41]EA Announces Agreement, supra note 8.
[42] See Carpenter, supra note 40 (explaining the threat of cannibalization for profit and potential for conditions placed on creativity by new owners).
[43] See Joe Beall, LIV Golf Future in doubt as Saudi Arabia’s PIF mulls ending funding, GolfDigest (Apr. 15, 2026), https://www.golfdigest.com/story/liv-golf-future-saudi-arabia-2026; Charles Curtis, LIV Golf Potential Shutdown Offers ‘Significant Blow’ to Saudi PIF, Golfweek (Apr. 15, 2026, 4:56 PM), https://golfweek.usatoday.com/story/sports/golf/liv/2026/04/15/liv-golf-announcement-shut-down-funding-pif/89630635007/; Mark Schlabach, LIV Golf CEO Says League Has Financial Commitment to End the Season, ESPN (Apr. 17, 2026, 8:50 AM), https://www.espn.com/golf/story/_/id/48512022/liv-golf-ceo-says-league-financial-commitment-finish-season.
[44] Zaheer Kachwala, ‘Battlefield’ Maker Electronic Arts to Go Private in Record-Setting $55 Billion LBO, Rueters (Sep. 29, 2025, 2:41 PM), https://www.reuters.com/business/media-telecom/electronic-arts-go-private-55-billion-deal-with-pif-silver-lake-2025-09-29/.
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