Item 1.01 Entry into a Material Definitive Agreement.
On
The senior notes are EA's general unsecured senior obligations and rank equally with EA's other senior unsecured obligations.
The 2031 notes bear interest at a rate of 1.850% per annum, and the 2051 notes
bear interest at a rate of 2.950% per annum. EA will pay interest on the senior
notes semi-annually in arrears on each
The 2031 notes will mature on
Upon the occurrence of a Change of Control Repurchase Event, as defined in the Indenture, holders may require EA to repurchase some or all of their senior notes for cash at a price equal to 101% of the aggregate principal amount of the senior notes being repurchased, plus accrued and unpaid interest, if any.
The Indenture contains covenants limiting EA's ability and the ability of its restricted subsidiaries (as defined in the Indenture) to create certain liens, enter into certain sale and leaseback transactions and consolidate or merge with, or convey, transfer or lease EA's principal property (as defined in the Indenture) to, another person, in each case subject to certain qualifications and exceptions.
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The Indenture contains customary events of default with respect to the senior notes, including failure to make required payments, failure to comply with certain agreements or covenants, and certain events of bankruptcy, insolvency and reorganization. Events of default under the Indenture arising from certain events of bankruptcy, insolvency or reorganization related to EA will automatically cause the acceleration of the amounts due under the senior notes. If any other event of default under the Indenture occurs and is continuing with respect to a series of senior notes, the Trustee or the holders of at least 25% in aggregate principal amount of the senior notes of such series may declare the acceleration of the amounts due under the senior notes of such series.
The foregoing description of the senior notes is qualified in its entirety by reference to the full text of the Base Indenture, which is filed as Exhibit 4.1 hereto, the Second Supplemental Indenture, which is filed as Exhibit 4.2 hereto, the form of 2031 note, which is filed as Exhibit 4.3 hereto, and the form of 2051 note, which is filed as Exhibit 4.4 hereto, each of which is incorporated herein by reference. EA incorporates by reference the exhibits filed with this Current Report into the Registration Statement pursuant to which the senior notes were registered.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 of this Report is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit Number Description 4.1 Indenture, dated as ofFebruary 24, 2016 , betweenElectronic Arts Inc. andU.S. Bank National Association , as Trustee, filed as Exhibit 4.1 to EA's Form 8-K filed onFebruary 24, 2016 4.2 Second Supplemental Indenture, dated as ofFebruary 11, 2021 , betweenElectronic Arts Inc. andU.S. Bank National Association , as Trustee 4.3 Form of 2031 note (included in Exhibit 4.2) 4.4 Form of 2051 note (included in Exhibit 4.2 ) 5.1 Opinion ofSimpson Thacher & Bartlett LLP 23.1 Consent ofSimpson Thacher & Bartlett LLP (included in Exhibit 5.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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