Summary
Take-Two Interactive Software, Inc. (TTWO) filed an 8-K on June 4, 2009, to report the completion of a public offering of $138 million in 4.375% Convertible Senior Notes due 2014. This offering was made under an effective Form S-3 registration statement and involved an underwriting agreement with J.P. Morgan Securities Inc. and Barclays Capital Inc. The company issued these notes to raise capital, which could be used for general corporate purposes. The notes carry a coupon of 4.375% and mature on June 1, 2014. A key feature for investors is the convertibility of the notes into Take-Two common stock at an initial conversion price of approximately $10.68 per share, representing a 25% premium over the stock price on May 28, 2009. The company retains the option to redeem the notes under specific conditions after June 2012, and noteholders have put options in case of fundamental changes.
Key Highlights
- 1Completion of a $138 million public offering of 4.375% Convertible Senior Notes due 2014.
- 2The offering was conducted under a Form S-3 registration statement.
- 3Notes bear a 4.375% annual interest rate, payable semi-annually.
- 4Maturity date for the notes is June 1, 2014.
- 5Initial conversion price set at approximately $10.68 per share, representing a 25% premium to the May 28, 2009 stock price.
- 6Company has the option to redeem notes starting June 5, 2012, under certain stock price conditions.
- 7Noteholders have the right to require repurchase upon certain fundamental changes.
- 8In connection with the notes offering, the company also entered into convertible note hedge and warrant transactions, with warrants covering approximately 12.9 million shares.