UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported):  February 6, 2017 (February 3, 2017)

 

ACTIVISION BLIZZARD, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Registrant’s telephone number, including area code:  (310) 255-2000

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 1.01.                                        Entry into a Material Definitive Agreement.

 

On February 3, 2017, Activision Blizzard, Inc. (the “Company”) entered into the Sixth Amendment (the “Amendment”) to the Credit Agreement, dated as of October 11, 2013 (as amended by the First Amendment, dated as of November 2, 2015, the Second Amendment, dated as of November 13, 2015, the Third Amendment, dated as of December 14, 2015, the Fourth Amendment, dated as of March 31, 2016 and the Fifth Amendment, dated as of August 23, 2016, the “Existing Credit Agreement”; as amended by the Amendment, the “Credit Agreement”), among the Company, as borrower, the guarantors from time to time party thereto, the lenders from time to time party thereto, Bank of America, N.A., as administrative agent and collateral agent for the lenders, and the several other agents party thereto.

 

The Amendment, among other things, (i) provides for a new tranche of term loans “A” in an aggregate principal amount of $2,550,781,213.27 (the “New Tranche A Term Loans”) and (ii) releases each of the guarantors—Activision Entertainment Holdings, Inc., Activision Publishing, Inc., Blizzard Entertainment, Inc. and King.com (US), LLC—from its guarantee provided under or in connection with the Credit Agreement, including any guarantee of the Revolving Credit Facility under, and as defined in, the Credit Agreement.  All proceeds of the New Tranche A Term Loans were used to prepay the term loans (the “Existing Term Loans”) outstanding under the Credit Agreement immediately prior to the effectiveness of the Sixth Amendment. The proceeds from the New Tranche A Term Loans, together with additional funds provided by the Company, prepaid the Existing Term Loans, together with all accrued and unpaid interest thereon through effectiveness of the Sixth Amendment, in full.  The terms of the New Tranche A Term Loans, other than the absence of guarantees, are generally the same as the terms of the Existing Term Loans.

 

A copy of the Amendment is attached as Exhibit 10.1 hereto and incorporated herein by reference.  The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement.

 

Item 2.03.             Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The disclosure set forth above under Item 1.01 with respect to the Amendment is incorporated by reference into this Item 2.03.

 

Item 9.01.                                        Financial Statements and Exhibits.

 

10.1                        Sixth Amendment to the Credit Agreement, dated as of October 11, 2013, by and among Activision Blizzard, Inc., the guarantors from time to time party thereto, the lenders from time to time party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the several other agents party thereto.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date:  February 6, 2017

 

	ACTIVISION BLIZZARD, INC.
	By:	/s/ Jeffrey A. Brown
		Jeffrey A. Brown
		Secretary

 

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EXHIBIT INDEX

 

Exhibit No.		Description
10.1		Sixth Amendment to the Credit Agreement, dated as of October 11, 2013, by and among Activision Blizzard, Inc., the guarantors from time to time party thereto, the lenders from time to time party thereto, Bank of America, N.A., as administrative agent and collateral agent, and the several other agents party thereto.

 

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