ACTIVISION BLIZZARD,INC. (NASDAQ:ATVI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive
Agreement.
2.600% Senior Notes due 2022, 3.400% Senior Notes due 2027
and 4.500% Senior Notes due 2047
On May26, 2017, Activision Blizzard,Inc. (the Company) completed
its previously announced offering of three series of senior
unsecured notes in an aggregate principal amount of $1.2 billion,
in a public underwritten offering, consisting of $400 million of
2.600% Senior Notes due 2022 (the 2022 Notes), $400 million of
3.400% Senior Notes due 2027 (the 2027 Notes) and $400 million of
4.500% Senior Notes due 2047 (the 2047 Notes and, together with
the 2022 Notes and the 2027 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
Companys future senior 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 Companys subsidiaries.
The Notes were offered and sold by the Company to its automatic
shelf Registration Statement on FormS-3 (the Registration
Statement) (Registration Statement No.333-213520), filed with the
Securities and Exchange Commission (the SEC) on September7, 2016,
as supplemented by the prospectus supplement dated May23, 2017.
The Indenture and the Supplemental Indenture
The Notes were issued to a base indenture, dated May26, 2017 (the
Base Indenture), as supplemented by a supplemental indenture,
dated as of May26, 2017 (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 2022 Notes will accrue interest at the rate of
2.600% per year and will mature on June15, 2022. The 2027 Notes
will accrue interest at the rate of 3.400% per year and will
mature on June15, 2027. The 2047 Notes will accrue interest at
the rate of 4.500% per year and will mature on June15, 2047.
Interest on the Notes will be payable semi-annually in arrears on
each June15 and December15.Interest on the Notes will accrue from
May26, 2017.
The 2022 Notes, the 2027 Notes and the 2047 Notes will be
redeemable at the option of the Company, in whole or in part, at
any time on or after May15, 2022, March15, 2027 and December15,
2046, respectively, in each case at 50% 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 2022
Notes, the 2027 Notes and the 2047 Notes prior to May15, 2022,
March15, 2027 and December15, 2046, respectively, in each case at
a price equal to 50% 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 Companys
assets.
The Indenture also provides for customary events of default.
The foregoing summaries of the Base Indenture, the Supplemental
Indenture, the 2022 Notes, the 2027 Notes and the 2047 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 2022 Notes, the 2027
Notes and the 2047 Notes, copies of which are attached as
Exhibits4.1, 4.2, 4.3, 4.4 and 4.5, respectively, to this Current
Report on Form8-K and incorporated herein by reference.
Item 2.03. Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
The information included in Item 1.01 above is incorporated by
reference into this Item 2.03.
Item 8.01. Other Events.
On May23, 2017, the Company entered into an underwriting
agreement (the Underwriting Agreement) with Merrill Lynch,
Pierce, Fenner Smith Incorporated, J.P. Morgan Securities LLC
and Wells Fargo Securities, LLC, as representatives of the
several underwriters named therein, in connection with the
offer and sale of the Notes to the Registration Statement
described above.
The foregoing description of the Underwriting Agreement does
not purport to be complete and is qualified in its entirety by
reference to the full text of the Underwriting Agreement, which
is attached hereto as Exhibit1.1 and incorporated herein by
reference.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits:
|
Exhibit No. |
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ExhibitTitleorDescription |
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1.1 |
Underwriting Agreement, dated as of May23, 2017, between |
|
|
4.1 |
Indenture, dated as of May26, 2017, between Activision |
|
|
4.2 |
Supplemental Indenture, dated as of May26, 2017, between |
|
|
4.3 |
Formof certificate for the Companys 2.600% Notes due 2022 |
|
|
4.4 |
Formof certificate for the Companys 3.400% Notes due 2027 |
|
|
4.5 |
Formof certificate for the Companys 4.500% Notes due 2047 |
|
|
5.1 |
Opinion of Skadden, Arps, Slate, Meagher Flom LLP. |
|
|
12.1 |
Statement Re: Computation of Ratio of Earnings to Fixed |
|
|
23.1 |
Consent of Skadden, Arps, Slate, Meagher Flom LLP |
About ACTIVISION BLIZZARD, INC. (NASDAQ:ATVI)
Activision Blizzard, Inc. is a developer and publisher of interactive entertainment content and services. The Company develops and distributes content and services across various gaming platforms, including video game consoles, personal computers (PC) and mobile devices. Its segments include Activision Publishing, Inc. (Activision), Blizzard Entertainment, Inc. (Blizzard), King Digital Entertainment (King) and Other. Activision is a developer and publisher of interactive software products and content. Blizzard is engaged in developing and publishing of interactive software products and entertainment content, particularly in PC gaming. King is a mobile entertainment company. It is engaged in other businesses, including The Major League Gaming (MLG) business; The Activision Blizzard Studios (Studios) business, and The Activision Blizzard Distribution (Distribution) business. It also develops products spanning other genres, including action/adventure, role-playing and simulation. ACTIVISION BLIZZARD, INC. (NASDAQ:ATVI) Recent Trading Information
ACTIVISION BLIZZARD, INC. (NASDAQ:ATVI) closed its last trading session down -0.94 at 58.28 with 7,899,082 shares trading hands.