SANTA MONICA, Calif.--(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.
Activision Blizzard, Inc.
Kristin Southey
SVP of
Investor Relations and Treasurer
(310) 255-2635
ksouthey@activision.com
or
Maryanne
Lataif
SVP, Corporate Communications
(310) 255-2704
mlataif@activision.com
Source: Activision Blizzard, Inc.
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