Key Legal and Commercial Considerations for Publishers, Licensors and Investors

November 2025 | By Simon Shooter, Partner, Raya Alkhatib, Partner and Omar Sharief, Associate, Bird & Bird MEA LLP

The proposed $55 billion acquisition of Electronic Arts (EA) by a consortium led by the Public Investment Fund (PIF), Silver Lake and Affinity Partners is the largest leveraged buyout in the history of the gaming sector. It is also a model for how large‑scale, cross‑border transactions in interactive entertainment will need to be structured and executed in the coming years. 

Although headlines have focused on the ticket value, the legal and regulatory context is at least as significant. The deal combines a sponsor‑style take-private with complex licensing dependencies and global merger control exposure. Below we highlight the principal legal themes relevant to companies, investors and rights holders in the sector.

If your business holds licensing rights to EA franchises, supplies technology or services to the company, or is considering similar transactions in the sector, the legal and commercial implications of this deal should be on your radar now, not when consent notices arrive or regulatory conditions are imposed. We are very well placed to help decode your arrangements and guide you on the implications that this transaction may have for you.

1. Deal Structure and Financing Mechanics

This is an all‑cash sponsor take-private supported by approximately $36 billion in equity and $20 billion in committed debt financing. PIF is rolling over its existing 9.9 per cent stake in EA. From a legal perspective, the transaction resembles a classic private‑equity style acquisition of a publicly listed company but at an unprecedented scale in gaming. 

EA's revenue profile is particularly well-suited to a leveraged structure. Approximately 70 per cent of the company's ~$7.5 billion in annual revenue is derived from recurring sources (e.g., live services, subscriptions and in-game purchases such as Ultimate Team packs) rather than one-off game sales. This predictable cash flow underpins the debt financing and explains the consortium's focus on franchise stability and licensing continuity.

Such a structure has several implications for counterparties. The new owners will be focused on stable cash flows to service debt. In practice, that can affect how the company negotiates new licensing, technology and publishing agreements, how indemnities and warranties are drafted, and how much flexibility management has when taking on additional obligations. Counsel involved in any related negotiations should expect tighter covenants and security over key rights post‑closing.

2. Regulatory Review

As EA operates globally and because the consortium includes non‑US investors, the deal is expected to be reviewed in several jurisdictions. In the US, the Committee on Foreign Investment in the United States (CFIUS) will examine the transaction under its standard national security remit. In the EU, UK and other territories, merger control notifications will be required due to turnover thresholds. 

For industry participants, this matters because review timetables and conditions can affect delivery schedules, sublicensing, and collaboration agreements. Long‑term supply or co‑development contracts may need to include change‑of‑control consents or long‑stop dates aligned with the regulatory calendar. It is prudent for contracting parties to monitor these processes early to avoid inadvertent breaches.

The anticipated closing timeline of Q1 2026 reflects the complexity of multi-jurisdictional clearance, particularly CFIUS review. Counterparties negotiating agreements with EA during this interim period should ensure that change-of-control provisions, long-stop dates and interim operating restrictions are clearly documented to avoid inadvertent breaches or commercial frustration.

3. Licensing and Change of Control Risks

EA’s most valuable assets are underpinned by third‑party licences, including major sports leagues, player associations and entertainment IP holders. EA’s dominance in sports gaming rests on deals with:

• A variety of football leagues and clubs (in connection with EA Sports FC)
• NFL (Madden)
• Individual player and club image rights
• Brand and sponsorship integrations

Many of these agreements contain change‑of‑control or consent provisions. A take-private of this size and profile can automatically trigger review or renegotiation. From a legal standpoint, early engagement with licensors and clear documentation of consent processes are essential. Without this, an acquirer may complete a transaction but lose the rights that generate the cash flow used to finance it. Rights-holders on the other side should also consider whether their agreements give them sufficient leverage to protect brand integrity and commercial terms during such transitions.

EA's recent transition from FIFA to EA Sports FC, retaining league and player rights whilst losing the FIFA brand, demonstrates both the fragility of naming rights and the resilience of well-structured underlying licensing frameworks. The transaction will test whether similar unbundling risks exist across other franchises.

We suggest you review your change-of-control provisions now. Does your agreement give you consent rights? Are you in a position to exert renegotiation leverage? The time to assess this is now before the deal closes, not after. Early engagement can protect your commercial position and ensure brand integrity is maintained under new ownership.

4. Market Definition and Distribution – Live Services and Cloud Gaming Under Scrutiny

The competitive implications in live services and cloud gaming cannot be ignored, particularly in:

• Live service ecosystems: Ultimate Team and EA Sports FC dominate football gaming revenues globally.
• Licensing concentration: With exclusive rights to NFL and FIFA-adjacent assets, a change of control could spook licensors, especially if there are concerns about control over editorial or brand positioning.
• Cloud gaming and distribution: The potential bundling of EA’s catalogue with DAZN or other platforms may raise market foreclosure risks in the streaming and cloud gaming space.

Regulators will look at how EA’s position in live‑service sports titles interacts with potential distribution strategies. For example, combining large catalogues of annual sports titles with streaming or subscription platforms could raise questions about market foreclosure or exclusivity. Authorities in Europe and the UK in particular have begun to refine their approach to market definition in digital content following the Microsoft/Activision review. Companies entering into distribution or platform agreements with EA in the interim should ensure that termination and exclusivity provisions anticipate possible regulatory undertakings or structural remedies. This can help avoid contractual frustration if the acquirer is required to take any ring‑fencing measures or divest certain rights.

PIF's existing stake in sports streaming platform DAZN raises the possibility of vertical integration between EA's sports gaming franchises and live sports broadcasting. Bundling EA Sports FC or Madden with live football or NFL streaming could create powerful cross-promotional opportunities but may also raise foreclosure concerns if exclusive arrangements limit rival platforms' access to content. Competition authorities in the EU and UK, following their scrutiny of vertical integration in the Microsoft/Activision review, are likely to examine any such arrangements closely.

5. Data, Users and Operations – Compliance Under New Ownership

EA collects and processes substantial amounts of user data across multiple jurisdictions. A change of ownership at this scale often prompts regulators to verify that existing data transfer mechanisms, security measures and privacy notices remain valid. For business partners, this means confirming that their own data‑sharing agreements with EA include appropriate warranties and onward transfer restrictions to ensure continued compliance under GDPR, the UK Data Protection Act and other local regimes.

Practical Implications: Action Points for Counterparties

If your organisation has commercial relationships with EA consider:

• Whether your agreements contain change-of-control or consent provisions that could be triggered
• How long-stop dates and interim operating covenants align with realistic regulatory timelines
• Whether data-sharing arrangements remain compliant if ownership or corporate structure changes
• What leverage you have to renegotiate terms or protect your position during the interim period

Our team can help you assess how these risks apply to your business - whether you need to review existing agreements with EA or structure new transactions that account for similar regulatory and licensing dependencies.

Final Thoughts: A Blueprint for Future Cross‑Border Games Transactions

This transaction signals a new phase for M&A in the gaming sector. Large take-privates of IP‑heavy businesses will require careful consideration of merger control notifications, licensing consents, and data compliance measures. The EA deal shows how important it is for all parties, buyers, sellers, licensors and partners, to align legal strategy with operational planning well before completion.

What This Means for Your Business

Whether you are a licensor, technology provider, co-publisher or investor in the gaming sector, the issues raised by this deal illustrate the legal and commercial pressure points that arise in large-scale take-privates of IP-heavy businesses. Parties who have an involvement with EA should be considering the likely impact of the deal now. As always, the best prepared will outperform those who are purely reactive.

Our Games team has guided clients through every stage of transactions of this scale and complexity, from pre-signing due diligence on licensing dependencies and regulatory risk, to post-completion integration of data compliance frameworks and commercial restructuring. We understand how these deals are structured, where the pressure points lie, and how to protect your commercial position before, during and after closing.

If any of the following apply to your business, get in touch for a confidential discussion:

• You hold licensing, distribution or co-development rights involving EA or similar publishers
• You are planning or evaluating a take-private or cross-border acquisition in gaming or interactive entertainment
• You need to assess whether your existing agreements are robust enough to survive a change of control or regulatory remedy
• You are negotiating new commercial arrangements with EA during the interim period and need clarity on risk allocation

Contact Simon Shooter or Omar Sharief to discuss how we can help you navigate the legal and commercial landscape this transaction has created.

Sources:

Electronic Arts tries (once more) to end its football addiction

Saudi’s EA buyout looks like risky mission creep | Reuters

EA-Saudi Arabia deal: Why Saudi-led consortium bought Electronic Arts for £55bn - BBC Sport

Video games maker Electronic Arts strikes $55bn deal to go private

Electronic Arts buyout shows how private equity game has changed