Summary
Take-Two Interactive Software, Inc. (TTWO) filed an 8-K report on November 18, 2011, to announce the closing of its private offering of $250 million aggregate principal amount of 1.75% Convertible Senior Notes due 2016. This offering included an additional $30 million principal amount from the exercise of the over-allotment option by the initial purchasers. The notes were sold to qualified institutional buyers and are senior unsecured obligations of the company. These convertible notes mature on December 1, 2016, with interest payable semi-annually. Holders can convert the notes into shares of TTWO's common stock at an initial conversion rate of 52.3745 shares per $1,000 principal amount (equivalent to approximately $19.09 per share), subject to adjustments. Conversion is permitted under specific circumstances before June 1, 2016, and thereafter at any time. The company may also pay a "make-whole premium" in shares if conversion occurs due to certain change-of-control events.
Key Highlights
- 1TTWO successfully closed a $250 million offering of 1.75% Convertible Senior Notes due 2016.
- 2The offering included an additional $30 million due to the exercise of the over-allotment option.
- 3The notes are senior unsecured obligations, ranking equally with existing and future unsubordinated indebtedness.
- 4The notes mature on December 1, 2016, with semi-annual interest payments starting June 1, 2012.
- 5The initial conversion price is approximately $19.09 per share of common stock.
- 6Holders can convert notes into common stock under specified conditions, with full conversion rights before maturity.
- 7A "make-whole premium" may be paid in shares for conversions related to change-of-control events.