Activision Blizzard, Inc. Announces Private Offering of $1.0 Billion Senior Secured Notes, $1.5 Billion Senior Notes
September 03 2013 - 7:30AM
Business Wire
Activision Blizzard, Inc. (NASDAQ:ATVI) today announced that,
subject to market and other conditions, Activision Blizzard (the
“Company”) plans to offer $1.0 billion aggregate principal amount
of senior secured notes due 2020 (the “2020 Notes”), $1.0 billion
aggregate principal amount of senior notes due 2021 (the “2021
Notes”) and $500.0 million aggregate principal amount of senior
notes due 2023 (the “2023 Notes” and, together with the 2020 Notes
and the 2021 Notes, the “Notes”).
The Notes will be general senior obligations of the Company and
will be fully and unconditionally guaranteed on a senior basis by
certain of the Company’s current U.S. subsidiaries. The 2020 Notes
and the related guarantees will be secured by a first-priority
security interest in substantially all of the Company’s assets and
the assets of each subsidiary guarantor, including but not limited
to (a) pledges of all the equity interests held by the Company and
each subsidiary guarantor and (b) a first-priority security
interest in, and mortgages on, substantially all of the present and
after-acquired assets of the Company and each subsidiary guarantor.
The 2021 Notes and 2023 Notes and related guarantees will not be
secured.
The Company intends to use the net proceeds of the offering,
along with cash on hand and proceeds from borrowings under senior
secured credit facilities to be entered into concurrently with the
completion of this offering, to: (i) finance the consideration to
be paid by the Company to Vivendi S.A., a société anonyme organized
under the laws of France (and together with its affiliates,
“Vivendi”) in connection with stock purchase transactions (the
“Transactions”) previously announced among the Company, Vivendi and
ASAC II LP, an exempted limited partnership established under the
laws of the Cayman Islands and acting by ASAC II LLC, its general
partner; and (ii) pay the Company’s fees and expenses incurred in
connection with the Transactions. The completion of this offering
is conditioned upon the consummation of the Transactions and the
closing of the senior secured credit facilities.
The Company plans to offer the Notes and related guarantees in a
private offering that is exempt from the registration requirements
of the Securities Act of 1933, as amended (the “Securities Act”).
The Company plans to offer the Notes and related guarantees within
the United States only to qualified institutional buyers in
accordance with Rule 144A under the Securities Act and outside the
United States only to non-U.S. investors in accordance with
Regulation S under the Securities Act. The Notes and related
guarantees will not be registered under the Securities Act or the
securities laws of any other jurisdiction. Unless so registered,
the Notes and related guarantees may not be offered or sold in the
United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any security nor does it constitute
an offer, solicitation or sale in any jurisdiction in which such
offer, solicitation or sale is unlawful.
About Activision Blizzard:
Activision Blizzard, Inc. is the world’s largest and most
profitable independent interactive entertainment publishing
company. It develops and publishes some of the most successful and
beloved entertainment franchises in any medium, including Call of
Duty®, Skylanders®, World of Warcraft®, StarCraft® and Diablo®.
Headquartered in Santa Monica, California, it maintains operations
throughout the United States, Europe, and Asia. Activision Blizzard
develops and publishes games on all leading interactive platforms
and its games are available in most countries around the world.
Forward-looking statements:
This press release contains forward-looking statements
including, but not limited to, those relating to the proposed
offering, the Transactions and the entry into senior secured credit
facilities and whether or not the Company will commence or
consummate the proposed offering or the other transactions
described herein. The forward-looking statements in this release
are based upon information available to the Company as of the date
of this release, and the Company assumes no obligation to update
any such forward-looking statements. Although these forward-looking
statements are believed to be true when made, they may ultimately
prove to be incorrect. These statements are not guarantees of the
future performance of the Company and are subject to risks,
uncertainties and other factors, some of which are beyond its
control and may cause actual results to differ materially from
current expectations.
Activision Blizzard, Inc.Kristin SoutheySVP of
Investor Relations and Treasurer(310)
255-2635ksouthey@activision.comorMaryanne
LataifSVP, Corporate Communications(310)
255-2704mlataif@activision.com
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