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TAKE TWO INTERACTIVE SOFTWARE INC 8-K Report, Material Agreement (Jun 18, 2013)

Reports
Material Agreements·Financial Events·Exhibits & Filings
Filing Date
Filed June 18, 2013
Period End
June 18, 2013
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 June 18, 2013. Cited figures are marked; the original filing is the authoritative source.

Take-Two Interactive Software, Inc. (TTWO) filed an 8-K on June 18, 2013, to report the consummation of its offering of $250 milliona aggregate principal amount of 1.00% Convertible Senior Notes due 2018.

This significant financing event provides the company with capital, potentially for future growth initiatives, acquisitions, or general corporate purposes. The notes carry a low interest rate of 1.00% and are convertible into shares of common stock at an initial conversion price of approximately $21.52b per share, subject to adjustments. This convertible nature offers potential upside for bondholders if the company's stock price appreciates, while also providing a debt instrument for the company with a manageable interest burden.

02—Key points

Key Highlights

  1. Consummation of a $250 million offering of 1.00% Convertible Senior Notes due 2018.
  2. The offering includes an option for underwriters to purchase an additional $37.5 million for over-allotments.
  3. The Notes are senior unsecured obligations, ranking equally with existing unsubordinated debt.
  4. Interest rate on the Notes is a low 1.00% per year, payable semi-annually.
  5. Maturity date for the Notes is July 1, 2018.
  6. Notes are convertible into shares of common stock, cash, or a combination, with an initial conversion rate of 46.4727 shares per $1,000 principal, implying a conversion price of approximately $21.52.
  7. A make-whole premium may be paid by the company for conversions in connection with certain fundamental changes.
  8. The company does not have the right to redeem the Notes prior to maturity.

03—Questions

Frequently Asked Questions

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

    This 8-K filing announces the completion of Take-Two Interactive Software, Inc.'s offering of $250 million in 1.00% Convertible Senior Notes due 2018. It formally reports the material definitive agreement and the creation of this financial obligation.

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

    The Notes have a principal amount of $250 million (with an over-allotment option for an additional $37.5 million), bear a low interest rate of 1.00% per year, mature on July 1, 2018, and are convertible into Take-Two's common stock at an initial conversion price of approximately $21.52 per share, subject to certain conditions and adjustments. They are senior unsecured obligations.

  3. What is the implication of the conversion feature for investors?

    The conversion feature allows noteholders to convert their debt into shares of Take-Two's common stock under specific circumstances. This means that if the company's stock price increases significantly, particularly above the conversion price of $21.52, noteholders may benefit from the appreciation of the stock. Conversely, it provides Take-Two with debt financing that could convert to equity, potentially reducing its future debt burden if the stock performs well.

  4. Does Take-Two have the ability to redeem these notes before maturity?

    No, the filing states that Take-Two will not have the right to redeem the Notes prior to their maturity date of July 1, 2018.

04—Continue

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