Activision Blizzard Reports Offering of $1.5B in Senior Notes, Private Offering of $1B Senior Secured Notes

Activision Blizzard, Inc. (NASDAQ: ATVI) today announced that, subject tomarket and other conditions, Activision Blizzard (the “Company”) plans tooffer $1.0 billion aggregate principal amount of senior secured notes due 2020(the “2020 Notes”), $1.0 billion aggregate principal amount of senior notesdue 2021 (the “2021 Notes”) and $500.0 million aggregate principal amount ofsenior notes due 2023 (the “2023 Notes” and, together with the 2020 Notes andthe 2021 Notes, the “Notes”).The Notes will be general senior obligations of the Company and will be fullyand unconditionally guaranteed on a senior basis by certain of the Company'scurrent U.S. subsidiaries. The 2020 Notes and the related guarantees will besecured by a first-priority security interest in substantially all of theCompany's assets and the assets of each subsidiary guarantor, including butnot limited to (a) pledges of all the equity interests held by the Company andeach subsidiary guarantor and (b) a first-priority security interest in, andmortgages on, substantially all of the present and after-acquired assets ofthe Company and each subsidiary guarantor. The 2021 Notes and 2023 Notes andrelated guarantees will not be secured.The Company intends to use the net proceeds of the offering, along with cashon hand and proceeds from borrowings under senior secured credit facilities tobe 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 sociétéanonyme 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 exemptedlimited partnership established under the laws of the Cayman Islands andacting by ASAC II LLC, its general partner; and (ii) pay the Company's feesand expenses incurred in connection with the Transactions. The completion ofthis offering is conditioned upon the consummation of the Transactions and theclosing of the senior secured credit facilities.The Company plans to offer the Notes and related guarantees in a privateoffering that is exempt from the registration requirements of the SecuritiesAct of 1933, as amended (the “Securities Act”). The Company plans to offer theNotes and related guarantees within the United States only to qualifiedinstitutional buyers in accordance with Rule 144A under the Securities Act andoutside the United States only to non-U.S. investors in accordance withRegulation S under the Securities Act. The Notes and related guarantees willnot be registered under the Securities Act or the securities laws of any otherjurisdiction. Unless so registered, the Notes and related guarantees may notbe offered or sold in the United States except pursuant to an exemption from,or in a transaction not subject to, the registration requirements of theSecurities Act and applicable state securities laws.