NEW YORK--(BUSINESS WIRE)--Jun. 13, 2013--
Take-Two Interactive Software, Inc. (NASDAQ: TTWO) (the “Company”) today
announced the pricing of $250 million of 1.00% convertible senior notes
due 2018. In addition, the Company has granted the underwriters the
option to purchase up to an additional $37.5 million of notes on the
same terms and conditions to cover over-allotments. The Company had
originally announced its plans to issue $250 million aggregate principal
amount of its convertible senior notes due 2018.
The notes will pay interest semi-annually at a rate of 1.00% per annum
and will mature on July 1, 2018. The notes will be convertible under
certain circumstances and during certain periods at an initial
conversion rate of 46.4727 shares of the Company’s common stock per
$1,000 principal amount of notes (representing an initial conversion
price of approximately $21.52 per share of common stock), subject to
adjustment in certain circumstances. The initial conversion price
represents a conversion premium of approximately 40% over the last
reported sale price of the common stock on June 12, 2013 of $15.37 per
share. Prior to January 1, 2018, the notes will be convertible only upon
specified events and, thereafter, at any time. Upon conversion, the
notes may be settled, at the Company's election, in cash, shares of the
Company’s common stock, or a combination of cash and shares of the
Company’s common stock. The Company will not have the right to redeem
the notes prior to maturity. Holders of the notes may require the
Company to repurchase for cash all or part of their notes upon certain
fundamental changes at a repurchase price equal to the principal amount
of the notes to be repurchased plus accrued and unpaid interest.
A portion of the net proceeds from this offering will be used to redeem
all of the Company’s outstanding 4.375% Convertible Senior Notes due
2014, or, if applicable, pay the cash portion of any settlement for
notes surrendered for conversion prior to the redemption date. The
remaining proceeds will be used for general corporate purposes, which
may include acquisitions and other strategic investments, the
refinancing of indebtedness and the purchase by the Company of the
Company’s common stock pursuant to the Company’s stock repurchase
The closing of the convertible senior notes offering is expected to
occur on June 18, 2013, subject to satisfaction of customary market and
other closing conditions.
J.P. Morgan, Barclays and Wells Fargo Securities are acting as joint
book-running managers for the offering.
The offering will be made only by means of a prospectus, forming a part
of the Company’s shelf registration statement, related prospectus
supplement and other related documents.
This announcement does not constitute an offer to sell or the
solicitation of an offer to buy the notes or any other securities, nor
will there be any sale of notes or any other securities in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any
such state or jurisdiction.
About Take-Two Interactive Software
Headquartered in New York City, Take-Two Interactive Software, Inc. is a
leading developer, marketer and publisher of interactive entertainment
for consumers around the globe. The Company develops and publishes
products through its two wholly-owned labels Rockstar Games and 2K. Our
products are designed for console systems, handheld gaming systems and
personal computers, including smartphones and tablets, and are delivered
through physical retail, digital download, online platforms and cloud
streaming services. The Company’s common stock is publicly traded on
NASDAQ under the symbol TTWO. For more corporate and product information
please visit our website at http://www.take2games.com.
All trademarks and copyrights contained herein are the property of their
Cautionary Note Regarding Forward-Looking Statements
The statements contained herein which are not historical facts are
considered forward-looking statements under federal securities laws and
may be identified by words such as “anticipates,” “believes,”
“estimates,” “expects,” “intends,” “plans,” “potential,” “predicts,”
“projects,” “seeks,” “will,” or words of similar meaning and include,
but are not limited to, statements regarding the outlook for the
Company’s future business and financial performance. Such
forward-looking statements are based on the current beliefs of our
management as well as assumptions made by and information currently
available to them, which are subject to inherent uncertainties, risks
and changes in circumstances that are difficult to predict. Actual
outcomes and results may vary materially from these forward-looking
statements based on a variety of risks and uncertainties including: our
dependence on key management and product development personnel, our
dependence on our Grand Theft Auto products and our ability to develop
other hit titles for current and next-generation platforms, the timely
release and significant market acceptance of our games, the ability to
maintain acceptable pricing levels on our games, our ability to raise
capital if needed and risks associated with international operations.
Other important factors and information are contained in the Company’s
Annual Report on Form 10-K for the fiscal year ended March 31, 2013, in
the section entitled “Risk Factors,” and the Company’s other periodic
filings with the SEC, which can be accessed at www.sec.gov.
All forward-looking statements are qualified by these cautionary
statements and apply only as of the date they are made. The Company
undertakes no obligation to update any forward-looking statement,
whether as a result of new information, future events or otherwise.
The Issuer has filed a registration statement (including a prospectus
and a related preliminary prospectus supplement) with the U.S.
Securities and Exchange Commission (SEC) for the offering to which this
communication relates. Before you invest, you should read the
preliminary prospectus supplement, the accompanying prospectus in that
registration statement and the other documents the Issuer has filed with
the SEC for more complete information about the Issuer and the offering.
You may get these documents for free by visiting EDGAR on the SEC’s
website at http://www.sec.gov.
Alternatively, copies may be obtained from J.P. Morgan Securities LLC,
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New
York 11717, or by telephone at +1 (866) 803-9204, Barclays Capital Inc.,
c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
NY 11717, Barclaysprospectus@broadridge.com,
(888) 603-5847 or Wells Fargo Securities, LLC, Attention: Equity
Syndicate Department, 375 Park Avenue, New York, New York, 10152, at
(800) 326-5897 or email a request to firstname.lastname@example.org.
Source: Take-Two Interactive
Take-Two Interactive Software, Inc.
A. Diamond, 646-536-3005
Senior Vice President
Relations & Corporate Communications
Alan Lewis, 646-536-2983
Communications & Public Affairs