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TAKE TWO INTERACTIVE SOFTWARE INC 8-K Report, Material Agreement (Nov 18, 2011)

Reports
Material Agreements·Financial Events·Other Events+1
Filing Date
Filed November 18, 2011
Period End
November 16, 2011
Security
TTWO
In the record · 2016–202610-K1110-Q338-K116

TTWO filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 116 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Mar ’17Mar ’17
  2. FY2019 annual report10-K · May ’19May ’19
  3. Deal closed8-K · May ’22May ’22
  4. Leadership change8-K · Sep ’25Sep ’25

01—Abstract

Summary

Summary of the 8-K filed November 18, 2011. Cited figures are marked; the original filing is the authoritative source.

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 milliona aggregate principal amount of 1.75% Convertible Senior Notes due 2016.

This offering included an additional $30 millionb 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 $1,000c 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.

02—Key points

Key Highlights

  1. TTWO successfully closed a $250 million offering of 1.75% Convertible Senior Notes due 2016.
  2. The offering included an additional $30 million due to the exercise of the over-allotment option.
  3. The notes are senior unsecured obligations, ranking equally with existing and future unsubordinated indebtedness.
  4. The notes mature on December 1, 2016, with semi-annual interest payments starting June 1, 2012.
  5. The initial conversion price is approximately $19.09 per share of common stock.
  6. Holders can convert notes into common stock under specified conditions, with full conversion rights before maturity.
  7. A "make-whole premium" may be paid in shares for conversions related to change-of-control events.

03—Questions

Frequently Asked Questions

  1. What is the purpose of this 8-K filing?

    This 8-K filing is to report the closing of Take-Two Interactive Software, Inc.'s private offering of $250 million aggregate principal amount of 1.75% Convertible Senior Notes due 2016.

  2. What are the key terms of the Convertible Senior Notes?

    The notes carry a 1.75% annual interest rate, mature on December 1, 2016, and are convertible into TTWO common stock at an initial rate of 52.3745 shares per $1,000 principal amount (approximately $19.09 per share). They are senior unsecured obligations.

  3. Who was eligible to purchase these notes?

    The notes were sold to "qualified institutional buyers" as defined in Rule 144A under the Securities Act of 1933, indicating a private placement not offered to the general public.

  4. What does the 'make-whole premium' mean for investors?

    The make-whole premium means that if a holder converts their notes due to certain change-of-control events, the company will increase the number of shares delivered upon conversion, essentially providing a form of additional compensation to the converting noteholder.

04—Continue

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