Bending Spoons IPO - Hani Hleihil
Bending Spoons, the Milan-based technology group, has emerged as one of Europe’s most aggressive and enigmatic "unicorns". While often categorised as a software developer, the firm’s true identity is closer to a high-velocity capital allocator. By acquiring established digital assets, ranging from Evernote and WeTransfer to Vimeo and AOL, and applying an operational "reset", the group has built a portfolio that challenges traditional tech valuations.
The company now prepares for a potential public listing, and it offers an interesting intersection of software unit economics and leveraged private equity strategies.
Bending Spoons’ “evil, private equity-like” strategy
The core of the Bending Spoons model is a repeatable "Operating Manual" that mirrors the strategies of North American giants like Constellation Software or IAC. Unlike traditional venture-backed firms that reinvest every cent into user acquisition, Bending Spoons views its portfolio through the lens of an industrialist. The process begins with the identification of "distressed" or under-optimised assets: products with high brand recognition and a loyal user base, but which have failed to achieve operational efficiency or modern monetisation standards.Once an acquisition is closed, the company moves with a speed that often shocks the industry. This is most visible in their approach to cost rationalisation, frequently referred to as the "75% rule."
For example, following the acquisitions of WeTransfer and the fitness app Komoot, Bending Spoons moved to lay off approximately three-quarters of the existing workforce. Talk about cynicism… From a financial perspective, it is a radical centralisation of the "back-office."
By migrating engineering, payments infrastructure, and SEO into a centralised hub in Milan, the group achieves economies of scale that the standalone entities could never hope to reach. This centralisation allows the firm to operate a multi-billion-dollar portfolio with a fraction of the workforce typically required in Silicon Valley, effectively pushing the "efficiency frontier" of the software industry to its absolute limit.
The transition to a new monetisation strategy
Beyond cost-cutting, the second pillar of the Bending Spoons playbook is a ruthless push towards subscription-based monetisation. Many of the assets the firm acquires, such as Evernote, had an issue where millions of users provided data, but no direct revenue. Bending Spoons aggressively transitions these users into high-frequency subscription models.
In the eyes of public markets and credit investors, one euro of recurring subscription revenue is significantly more valuable than one euro of one-off transactional revenue. It allows for the accurate calculation of Customer Lifetime Value (CLV) and provides the predictable, "bond-like" cash flows necessary to support a leveraged capital structure.
The CEO Luca Ferrari has described the firm as a "hybrid" between a private equity fund and a tech company, and this monetisation strategy is where that is most evident. The firm uses over 50 proprietary in-house tools to manage this transition, claiming that their "centralised brain" can optimise pricing and retention in a way that a standalone product team cannot.
Still, the question remains: is this proprietary technology truly adding alpha, or are the gains simply the result of a more aggressive approach to price elasticity?
Leveraged growth – is it sustainable in the long term?
If the “Operating Manual” provides the strategy, the capital structure provides the fuel.
Bending Spoons was able to acquire multi-billion-dollar assets, like Vimeo ($1.38bn) and AOL ($1.5bn).
The market’s perception of the group’s worth is currently split between two distinct benchmarks. In February 2024, a funding round led by Durable Capital Partners anchored the group’s equity valuation at $2.55bn, according to Reuters.
However, model-based estimates from Deal room suggest a significantly higher Enterprise Value (EV) of approximately $11bn. This massive difference between equity value and enterprise value highlights the sheer size of the group’s leverage: the enterprise value is heavily supported by the debt used to roll up its targets.
The most transparent window into this financial health comes from S&P Global Ratings, which assigns BendingSpoons a 'B+' credit rating. This rating places the company firmly in the "speculative grade" or “junk”category.
It reflects Bending Spoons’ business model, that prioritises aggressive acquisitions over a conservative balance sheet.
Key financial indicators from S&P’s recent analysis reveal the mechanics of this leverage. In March 2025, the group issued a $600m Term Loan B (i.e. a loan where the principal is repaid in full at maturity, rather than in instalments), followed by a $150m add-on. These funds were primarily used to manage liquidity and repay credit facilities, demonstrating a constant need to recycle capital to fund the next acquisition.
S&P estimates the group’s adjusted leverage at 4x–5x. This level of debt would be considered high for a traditional software firm, however, it is normal in the world of private equity. Obviously, the risk is that cost-cutting is a finite lever. Once a workforce is rationalised and a product is moved to a subscription model, the alpha must come from somewhere else, either new acquisitions or genuine organic growth.
Wall Street is attractive – but at what cost?
As Bending Spoons matures, the conversation inevitably turns to an IPO. While Reuters has reported that the company has no firm plans, the groundwork is clearly being laid. The company has expressed a "slightpreference" for a US listing. Here, we see the pragmatism of global capital markets. For a firm born in Milan, the Borsa Italiana might seem like the natural home, but a company like Bending Spoons, ambitious and “PE-like”, requires a depth of liquidity that only Wall Street can provide.
A US listing offers some strategic advantages. First, US public markets have a much higher tolerance for companies that blend technology with LBO mechanics. Investors in New York are more accustomed to valuing companies like IAC or Constellation Software, which trade on multiples of cash flow rather than just revenue growth. Second, the depth of the US market provides a more liquid currency in the form of listed equity, which Bending Spoons can use to fund future acquisitions or refinance its existing debt. Witha 'B+' rating, the long-run objective is not just growth, but achieving a lower cost of capital. A Wall Street IPO could widen the investor base and potentially lead to a credit re-rating over time.However, a US listing also brings tighter disclosure norms, and the pressure-inducing rhythm of quarterly earnings calls. The "efficiency frontier" that Bending Spoons boasts will be under constant scrutiny.
Analysts will look beyond the initial "reset" of an acquisition to see if the company can actually grow. If the market concludes that the business model’s returns are mostly front-loaded, basically only supported by cost-cutting rather than actual productivity, the equity story could become a wrap quickly, especially with 5.0x leverage sitting in the background!
The public markets challenge
Bending Spoons represents a sophisticated evolution in the European tech landscape. The group has successfully navigated the high-yield credit markets to build a digital empire. Ultimately, the company is betting that its centralised, data-driven management can extract more value from a software asset than its original founders ever could.
The margin for error remains slim. The true test the Italian “unicorn" will face will not be its ability to cut 75% of a workforce, but its ability to prove to Wall Street that its "centralised brain" can generate organic growth once the cost-rationalisation cow has been milked to oblivion.
Whether Bending Spoons becomes a global powerhouse, on the scale of the great private equity houses, or a cautionary tale of over-leverage depends entirely on how well its "Operating Manual" performs under the bright lights of the public markets.