Activision Blizzard, Inc. Closes Private Offering of $2.25 Billion of Senior Notes into Escrow & Confirms Syndication of 7-Ye...
September 19 2013 - 4:30PM
Business Wire
Activision Blizzard, Inc. (NASDAQ: ATVI) (the “Company”)
announced today that it has closed its previously announced private
offering of $1,500 million aggregate principal amount of 5.625%
senior notes due 2021 (the “2021 Notes”) and $750 million aggregate
principal amount of 6.125% senior notes due 2023 (the “2023 Notes”
and, together with the 2021 Notes, the “Notes”) into escrow.
The Notes are the general senior obligations of the Company and
are fully and unconditionally guaranteed on a senior basis by
certain of the Company’s U.S. subsidiaries. The Notes and related
guarantees will not be secured.
In connection with the issuance of the Notes, the Company
entered into an escrow agreement (the “Escrow Agreement”) with
Wells Fargo Bank, National Association, as escrow agent and as
trustee under the indenture governing the Notes. The proceeds of
the offering were deposited, pursuant to the Escrow Agreement, into
a segregated account pending completion of the transactions (the
“Transactions”) contemplated by the stock purchase agreement
entered into on July 25, 2013, among the Company, Vivendi S.A., a
société anonyme organized under the laws of France (and together
with its affiliates, “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 (the “SPA”), which is
terminable by the parties on or after October 15, 2013 if the
Transactions have not closed by such date. Upon satisfaction of the
conditions to the release of the funds from escrow (the “Release”),
including, among other things, that the conditions to the
Transactions have been satisfied or waived, the escrow funds will
be used, along with cash on hand at the Company and proceeds from
borrowings under the Term Loan B (as defined below) to finance the
consideration to be paid by the Company to Vivendi in connection
with the transactions contemplated by the SPA. The Company will be
required to redeem the Notes at 100% of the issue price of the
Notes, plus accrued and unpaid interest to, but excluding, the
redemption date upon the earlier of (i) the termination of the SPA
and (ii) December 18, 2013 if the Transactions have not closed by
such date.
On September 13, 2013, the Company announced the completion of
the syndication of a seven-year secured term loan credit facility
totaling $2.5 billion (“Term Loan B”), which will be guaranteed on
the same basis as the Notes. The Company also expects to enter into
a $250 million revolving credit facility (together with the Term
Loan B, the “Credit Facilities”). The Credit Facilities are subject
to customary closing conditions and to the extent the Release
occurs prior to October 18, 2013, the closing of the Credit
Facilities is expected to be concurrent with the Release. To the
extent the Release does not occur prior to October 18, 2013 (the
expiration date of the Term Loan B and revolving credit facility
commitments under the commitment letter dated July 25, 2013), the
Company intends to borrow the Term Loan B and place the proceeds
into escrow, which escrow would have similar conditions to the
Notes Escrow Agreement. The weighted average interest rate for all
such indebtedness, including the Notes, is expected to be less than
5%.
The Notes and related guarantees were offered and sold in a
private offering that is exempt from the registration requirements
of the Securities Act of 1933, as amended (the “Securities Act”).
The Notes and related guarantees were offered 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 have not been
and 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, Inc. 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 Transactions
and the entry into the Term Loan B, the revolving credit facility,
and any escrow thereof and whether or not the Company will
consummate 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.
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