Item 1.01. Entry into a Material Definitive Agreement.
1.350% Senior Notes due 2030 and 2.500%
Senior Notes due 2050
On August 10, 2020, Activision Blizzard, Inc.
(the “Company”) completed its previously announced offering of two series of senior unsecured notes in an aggregate
principal amount of $2.0 billion, in a public underwritten offering, consisting of $500 million of 1.350% Senior Notes due 2030
(the “2030 Notes”) and $1.5 billion of 2.500% Senior Notes due 2050 (the “2050 Notes,” and, together with
the 2030 Notes, the “Notes”).
The Notes are the general senior obligations
of the Company. Each series of Notes will be effectively subordinated to all of the Company's future secured debt, if any, to the
extent of the value of the assets securing such debt. The Notes will not be guaranteed by any of the Company’s subsidiaries.
The Notes were offered and sold by the
Company pursuant to its automatic shelf Registration Statement on Form S-3 (the “Registration Statement”) (Registration
Statement No. 333-233617), filed with the Securities and Exchange Commission (the “SEC”) on September 4, 2019, as supplemented
by the prospectus supplement dated August 5, 2020.
The Indenture and the Supplemental Indenture
The Notes were issued pursuant to a base
indenture, dated May 26, 2017 (the “Base Indenture”), as supplemented by a second supplemental indenture, dated as
of August 10, 2020 (the “Supplemental Indenture and, together with the Base Indenture, the “Indenture”), between
the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The 2030 Notes will accrue
interest at the rate of 1.350% per year and will mature on September 15, 2030. The 2050 Notes will accrue interest at the rate
of 2.500% per year and will mature on September 15, 2050. Interest on the Notes will be payable semi-annually in arrears on each
March 15 and September 15, commencing March 15, 2021. Interest on the Notes will accrue from August 10, 2020.
The 2030 Notes and the 2050 Notes will
be redeemable at the option of the Company, in whole or in part, at any time on or after June 15, 2030 and March 15, 2050, respectively,
in each case at 100% of the aggregate principal amount thereof plus accrued and unpaid interest, if any to, but excluding, the
redemption date.
In addition, the Company may redeem some
or all of the 2030 Notes and the 2050 Notes prior to June 15, 2030 and March 15, 2050, respectively, in each case at a price equal
to 100% of the aggregate principal amount thereof plus a “make-whole” premium and accrued and unpaid interest, if any,
to, but excluding, the redemption date.
Upon the occurrence of certain change of
control events, the Company will be required to offer to repurchase the Notes at a purchase price equal to 101% of the principal
amount thereof plus accrued and unpaid interest, if any, to, but excluding, the purchase date applicable to such Notes.
The Indenture contains covenants that limit
the ability of the Company to create or incur secured indebtedness and the ability of the Company and any of its Restricted Subsidiaries
(as such term is defined in the Indenture) to, among other things enter into sale or leaseback transactions and consolidate, merge,
sell or otherwise dispose of all or substantially all of the Company’s assets.
The Indenture also provides for customary
events of default.
The foregoing summaries of the Base Indenture,
the Supplemental Indenture, the 2030 Notes and the 2050 Notes are not complete and are qualified in their entirety by reference
to the full and complete texts of the Base Indenture, the Supplemental Indenture and the forms of the 2030 Notes and the 2050 Notes,
copies of which are attached as Exhibits 4.1, 4.2, 4.3 and 4.4, respectively, to this Current Report on Form 8-K and
incorporated herein by reference.