Bending Spoons secures BB rating as it plans U.S. dollar notes issuance

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Bending Spoons BB rating & notes

Highlights

Bending Spoons S.p.A. receives first-time BB rating with Stable Outlook from Fitch for U.S. dollar 1.5 billion-equivalent senior secured notes issuance.
Fitch projects EBITDA gross leverage rising from 4.4x in 2025 to 6.1x in 2026, then declining to 3.0x by end-2027, driven by active acquisitions.
Subscription revenue contributes 93% of total 2025 revenue, with key brands including AOL, Miro, and Airtable supporting recurring income and credit profile.

Debt issuance plan and rating rationale

As reported by Fitch Ratings, Bending Spoons S.p.A. has been assigned a first-time Long-Term Issuer Default Rating of BB with a Stable Outlook, while its proposed senior secured notes received expected BB+(EXP) ratings and RR2 Recovery Ratings.

The proposed debt includes U.S. dollar 500 million-equivalent senior secured notes to be issued by Bending Spoons Operations S.p.A. and U.S. dollar 1 billion senior secured notes to be issued by Bending Spoons U.S. Inc. Fitch said the final ratings remain subject to receipt of final documentation matching the information already reviewed.

Fitch said the rating reflects the company's scale and profitability in software, together with an acquisition strategy that relies on significant but controlled leverage. The agency expects Bending Spoons to continue acquiring and integrating target businesses while keeping leverage and organic performance within the sensitivities for a BB rating.

Acquisition model and software sector impact

Bending Spoons operates as a strategic buyer and integrator of established digital businesses, focusing on assets with long-standing subscriber bases and room for cost optimisation. Fitch forecasts the company's Fitch-defined EBITDA gross leverage at 6.1x in 2026, up from 4.4x in 2025, before declining to about 3.0x by the end of 2027.

Recurring revenue remains a central support for the credit profile. Subscription revenue accounts for 93% of total revenue in 2025, with major contributions from brands including AOL, Miro and Airtable.

Fitch also points to the scalability of Bending Spoons' platform, which combines proprietary technology with in-house operating expertise to improve efficiency across acquired businesses. Even so, the agency notes that execution and integration risks remain important as the company expands through acquisitions.

Hainan Rubber’s proposed subordinated perpetual sustainable securities were covered in our earlier report, explaining how the planned Halcyon Agri-issued notes were rated BBB- due to their junior ranking and coupon deferral features. We also outlined Fitch’s view of the group’s high leverage, liquidity position, and the support considerations linked to its government-related status and parent-subsidiary ties.

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