Electronic Arts 2013 Annual Report Download - page 137

Annual Report
The conversion rate is subject to customary anti-dilution adjustments, but will not be adjusted for any accrued
and unpaid interest. Following certain corporate events described in the indenture governing the notes (the
“Indenture”) that occur prior to the maturity date, the conversion rate will be increased for a holder who elects to
convert its Notes in connection with such corporate event in certain circumstances. The Notes are not redeemable
prior to maturity, and no sinking fund is provided for the Notes.
If we undergo a “fundamental change,” as defined in the Indenture, subject to certain conditions, holders may
require us to purchase for cash all or any portion of their Notes. The fundamental change purchase price will be
100 percent of the principal amount of the Notes to be purchased plus any accrued and unpaid interest up to but
excluding the fundamental change purchase date.
The Indenture contains customary terms and covenants, including that upon certain events of default occurring
and continuing, either the trustee or the holders of at least 25 percent in principal amount of the outstanding
Notes may declare 100 percent of the principal and accrued and unpaid interest on all the Notes to be due and
payable.
In addition, in July 2011, we entered into privately negotiated convertible note hedge transactions (the
“Convertible Note Hedge”) with certain counterparties to reduce the potential dilution with respect to our
common stock upon conversion of the Notes. The Convertible Note Hedge, subject to customary anti-dilution
adjustments, provide us with the option to acquire, on a net settlement basis, approximately 19.9 million shares
of our common stock at a strike price of $31.74, which corresponds to the conversion price of the Notes and is
equal to the number of shares of our common stock that notionally underlie the Notes. As of March 31, 2013, we
have not purchased any shares under the Convertible Note Hedge. We paid $107 million for the Convertible Note
Hedge.
Separately, we have also entered into privately negotiated warrant transactions with the certain counterparties
whereby we sold to independent third parties warrants (the “Warrants”) to acquire, subject to customary anti-
dilution adjustments that are substantially the same as the anti-dilution provisions contained in the Notes, up to
19.9 million shares of our common stock (which is also equal to the number of shares of our common stock that
notionally underlie the Notes), with a strike price of $41.14. The Warrants could have a dilutive effect with
respect to our common stock to the extent that the market price per share of its common stock exceeds $41.14 on
or prior to the expiration date of the Warrants. We received proceeds of $65 million from the sale of the
Warrants.
See Note 11 to the Consolidated Financial Statements for additional information related to our 0.75%
Convertible Senior Notes due 2016.
Credit Facility
On August 30, 2012, we entered into a $500 million senior unsecured revolving credit facility with a syndicate of
banks. The credit facility terminates on February 29, 2016 and contains an option to arrange with existing lenders
and/or new lenders for them to provide up to an aggregate of $250 million in additional commitments for
revolving loans. Proceeds of loans made under the credit facility may be used for general corporate purposes.
The loans bear interest, at our option, at the base rate plus an applicable spread or an adjusted LIBOR rate plus an
applicable spread, in each case with such spread being determined based on our consolidated leverage ratio for
the preceding fiscal quarter. We are also obligated to pay other customary fees for a credit facility of this size and
type. Interest is due and payable in arrears quarterly for loans bearing interest at the base rate and at the end of an
interest period (or at each three month interval in the case of loans with interest periods greater than three
months) in the case of loans bearing interest at the adjusted LIBOR rate. Principal, together with all accrued and
unpaid interest, is due and payable on February 29, 2016.
The credit agreement contains customary affirmative and negative covenants, including covenants that limit or
restrict our ability to, among other things, incur subsidiary indebtedness, grant liens, dispose of all or
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