Item 1.01.
Entry into a Material Definitive Agreement.
On February 3, 2017, Activision Blizzard, Inc. (the
Company
) entered into the Sixth Amendment (the
Amendment
) to the Credit Agreement, dated as of
October 11, 2013
(as amended by the First Amendment, dated as of November 2, 2015, the Second Amendment, dated as of November 13, 2015, the Third Amendment, dated as of December 14, 2015, the Fourth Amendment, dated as of March 31, 2016 and the Fifth Amendment, dated as of August 23, 2016, the
Existing Credit Agreement
; as amended by the Amendment, the
Credit Agreement
), among the Company, as borrower, the guarantors from time to time party thereto, the lenders from time to time party thereto, Bank of America, N.A., as administrative agent and collateral agent for the lenders, and the several other agents party thereto.
The Amendment, among other things, (i) provides for a new tranche of term loans A in an aggregate principal amount of $2,550,781,213.27 (the
New Tranche A Term Loans
) and (ii) releases each of the guarantorsActivision Entertainment Holdings, Inc., Activision Publishing, Inc., Blizzard Entertainment, Inc. and King.com (US), LLCfrom its guarantee provided under or in connection with the Credit Agreement, including any guarantee of the Revolving Credit Facility under, and as defined in, the Credit Agreement. All proceeds of the New Tranche A Term Loans were used to prepay
the term loans (the
Existing Term Loans
) outstanding under the Credit Agreement immediately prior to the effectiveness of the Sixth Amendment. The proceeds from the New Tranche A Term Loans, together with additional funds provided by the Company, prepaid the Existing Term Loans, together with all accrued and unpaid interest thereon through effectiveness of the Sixth Amendment, in full. The terms of the New Tranche A Term Loans, other than the absence of guarantees, are generally the same as the terms of the Existing Term Loans.
A copy of the Amendment is attached as Exhibit 10.1 hereto and incorporated herein by reference. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement.