Activision Blizzard, Inc. ATVI today announced that, subject to
market and other conditions, Activision Blizzard (the “Company”) plans to
offer $1.0 billion aggregate principal amount of senior secured notes due 2020
(the “2020 Notes”), $1.0 billion aggregate principal amount of senior notes
due 2021 (the “2021 Notes”) and $500.0 million aggregate principal amount of
senior notes due 2023 (the “2023 Notes” and, together with the 2020 Notes and
the 2021 Notes, the “Notes”).
The Notes will be general senior obligations of the Company and will be fully
and unconditionally guaranteed on a senior basis by certain of the Company's
current U.S. subsidiaries. The 2020 Notes and the related guarantees will be
secured by a first-priority security interest in substantially all of the
Company's assets and the assets of each subsidiary guarantor, including but
not limited to (a) pledges of all the equity interests held by the Company and
each subsidiary guarantor and (b) a first-priority security interest in, and
mortgages on, substantially all of the present and after-acquired assets of
the Company and each subsidiary guarantor. The 2021 Notes and 2023 Notes and
related guarantees will not be secured.
The Company intends to use the net proceeds of the offering, along with cash
on hand and proceeds from borrowings under senior secured credit facilities to
be entered into concurrently with the completion of this offering, to: (i)
finance the consideration to be paid by the Company to Vivendi S.A., a société
anonyme organized under the laws of France (and together with its affiliates,
“Vivendi”) in connection with stock purchase transactions (the “Transactions”)
previously announced among the Company, 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; and (ii) pay the Company's fees
and expenses incurred in connection with the Transactions. The completion of
this offering is conditioned upon the consummation of the Transactions and the
closing of the senior secured credit facilities.
The Company plans to offer the Notes and related guarantees in a private
offering that is exempt from the registration requirements of the Securities
Act of 1933, as amended (the “Securities Act”). The Company plans to offer the
Notes and related guarantees 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 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.
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