Activision Blizzard Seeing 41 Million Shares Sold by Vivendi

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Activision Blizzard Inc. (NASDAQ: ATVI) has seen its shares perform rather well during the latest video game console upgrade cycle. That performance has become good enough that the company announced that Vivendi S.A. will be conducting a public offering of a massive 41,499,689 shares of its common stock.

While the company said that this was being made in accordance with the agreements entered into in connection with the transactions announced on July 25, 2013, the market will have a hard time absorbing more than 41 million shares if this is treated as an unexpected event (see below). Activision Blizzard trades roughly 5.8 million shares per day.

Activision Blizzard also confirmed the usual when insiders and backers sell shares — the company itself will not receive any of the proceeds from the stock offering.

The offering is expected to close and settle on May 28, 2014. The last reported stock price as of May 20, 2014 was $20.83 per share, and shares close on Wednesday at $20.87.

We would point out that the Automatic Shelf Registration from this April did outline that this number of shares was registered for vivendi. It also outlined its 2008 business transaction and subsequent transactions in 2013 with and between Vivendi and ASAC II LP. It is a bit complicated, but here is how that S-3ASR filing described it:

 On July 9, 2008, a business combination (the “Business Combination”) by and among Activision, Inc., Sego Merger Corporation, a wholly-owned subsidiary of Activision, Inc., Vivendi S.A. (“Vivendi”), VGAC LLC, a wholly-owned subsidiary of Vivendi, and Vivendi Games, Inc. (“Vivendi Games”), a wholly-owned subsidiary of VGAC LLC, was consummated. As a result of the consummation of the Business Combination, Activision, Inc. was renamed Activision Blizzard, Inc. and Vivendi became a majority shareholder of Activision Blizzard. As part of the Business Combination, we entered into various transactions and agreements, including cash management services agreements, a tax sharing agreement and an investor agreement, with Vivendi and its subsidiaries.

On October 11, 2013, we repurchased approximately 429 million shares of our common stock, pursuant to a stock purchase agreement (the “Stock Purchase Agreement”) we entered into on July 25, 2013, with Vivendi and ASAC II LP (“ASAC”), an exempted limited partnership established under the laws of the Cayman Islands, acting by its general partner, ASAC II LLC. Pursuant to the terms of the Stock Purchase Agreement, we acquired all of the capital stock of Amber Holding Subsidiary Co., a Delaware corporation and wholly-owned subsidiary of Vivendi (“New VH”), which was the direct owner of approximately 429 million shares of our common stock, for a cash payment of $5.83 billion, or $13.60 per share, before taking into account the benefit to us of certain tax attributes of New VH assumed in the transaction (collectively, the “Purchase Transaction”). The repurchased shares were recorded in “Treasury Stock” in our consolidated balance sheet. Immediately following the completion of the Purchase Transaction, ASAC purchased from Vivendi approximately 172 million shares of Activision Blizzard common stock, pursuant to the Stock Purchase Agreement, for a cash payment of $2.34 billion, or $13.60 per share (the “Private Sale”).

Assuming all goes as the filing suggests, Vivendi will still hold 41,499,688 shares, or 5.81% of the outstanding shares, after this offering. Activision Blizzard shares were halted for the announcement.