Take-Two Interactive Software, Inc. (NASDAQ: TTWO) (the
“Company”) announced today the early tender results for the
previously announced cash tender offer (the “Tender Offer”) to
purchase up to $500,000,000 aggregate principal amount of its
outstanding 3.300% Senior Notes due 2024 (the “Notes”) and that it
has amended the Tender Offer by increasing the maximum aggregate
principal amount of Notes that may be purchased in the Tender Offer
to $650,000,000 (as amended, the “Tender Cap”).
The following table sets forth some of the terms of the Tender
Offer:
Title of
Security
CUSIP / ISIN
Number
Principal
Amount
Outstanding
Tender Cap
(Principal
Amount)
Reference
U.S.
Treasury
Security
Fixed
Spread
Principal
Amount
Tendered at
Early Tender
Deadline
Principal
Amount
Accepted
Proration
Factor(1)
3.300%
Senior
Notes
due
2024
874054AE9 /
US874054AE98
$1,000,000,000
$650,000,000
2.25%
UST due
March 31,
2024
0 bps
$676,243,000
$650,000,000
96.13%
(1) Rounded to nearest hundredth of a
percentage point.
The Tender Offer commenced on May 18, 2023 and will expire at
5:00 p.m., New York City time, on June 16, 2023, unless extended or
earlier terminated by the Company (the “Expiration Date”). The
terms and conditions of the Tender Offer are described in the Offer
to Purchase, dated May 18, 2023, as amended by this press release
(as it may be further amended or supplemented from time to time,
the “Offer to Purchase”). Capitalized terms used but not defined
herein shall have the meanings assigned to such terms in the Offer
to Purchase.
As of 5:00 p.m., New York City time, on June 1, 2023 (the “Early
Tender Deadline”), according to information provided by D.F. King
& Co., Inc., the information agent and tender agent for the
Tender Offer, $676,243,000 aggregate principal amount of the Notes
had been validly tendered and not validly withdrawn in the Tender
Offer. Withdrawal rights for the Notes expired at 5:00 p.m., New
York City time, on June 1, 2023.
The “Total Consideration” for each $1,000 principal amount of
Notes validly tendered and accepted for purchase pursuant to the
Tender Offer will be determined in the manner described in the
Offer to Purchase by reference to the fixed spread over the yield
to maturity of the Reference U.S. Treasury Security specified in
the table above and in the Offer to Purchase at 10:00 a.m., New
York City time, today, and includes an early tender premium of $50
per $1,000 principal amount of the Notes accepted for purchase. The
Company expects to announce the pricing of the Tender Offer and the
amount of Notes accepted for purchase later today.
Only holders of Notes who validly tendered and did not validly
withdraw their Notes at or prior to the Early Tender Deadline are
eligible to receive the Total Consideration for the Notes accepted
for purchase. Holders of Notes will also receive accrued and unpaid
interest on their Notes validly tendered and accepted for purchase
from and including the most recent interest payment date for the
Notes up to, but not including, the Early Settlement Date.
On June 5, 2023, the Company expects to pay for the Notes that
were validly tendered at or prior to the Early Tender Deadline and
that are accepted for purchase.
The purchase of all of the Notes validly tendered and not
validly withdrawn in the Tender Offer would cause the Company to
purchase Notes with an aggregate principal amount in excess of the
Tender Cap. Accordingly, the Notes will be purchased on a pro rata
basis up to the Tender Cap in the manner described in the Offer to
Purchase by reference to the “Proration Factor” specified in the
table above. Since the Tender Offer was fully subscribed as of the
Early Tender Deadline, the Company will not accept for purchase any
Notes validly tendered after the Early Tender Deadline.
J.P. Morgan Securities LLC is acting as Lead Dealer Manager for
the Tender Offer. For additional information regarding the terms of
the Tender Offer, please contact: J.P. Morgan Securities LLC at
(866) 834-4666 (toll-free) or (212) 834-4818 (collect). Requests
for documents and questions regarding the tendering of Notes may be
directed to D.F. King & Co., Inc., which is acting as the
information agent and tender agent for the Tender Offer, at (800)
431-9645 (toll-free), (212) 269-5550 (toll) or email
take-two@dfking.com.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT
AN OFFER OR SOLICITATION TO PURCHASE NOTES. THE OFFER TO PURCHASE
SETS FORTH THE COMPLETE TERMS OF THE TENDER OFFER. HOLDERS OF THE
NOTES SHOULD CAREFULLY READ THE OFFER TO PURCHASE BECAUSE IT
CONTAINS IMPORTANT INFORMATION.
THE OFFER TO PURCHASE AND THIS PRESS RELEASE DO NOT CONSTITUTE
AN OFFER OR SOLICITATION TO PURCHASE NOTES IN ANY JURISDICTION IN
WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION UNDER APPLICABLE SECURITIES OR BLUE
SKY LAWS. IN ANY JURISDICTION IN WHICH THE SECURITIES, BLUE SKY OR
OTHER LAWS REQUIRE THE TENDER OFFER TO BE MADE BY A LICENSED BROKER
OR DEALER, THE TENDER OFFER WILL BE DEEMED TO BE MADE ON BEHALF OF
THE COMPANY BY THE DEALER MANAGERS, IF THE DEALER MANAGERS ARE
LICENSED BROKERS OR DEALERS UNDER THE LAWS OF SUCH JURISDICTION, OR
BY ONE OR MORE REGISTERED BROKERS OR DEALERS THAT ARE LICENSED
UNDER THE LAWS OF SUCH JURISDICTION.
NONE OF THE COMPANY OR ITS AFFILIATES, THE BOARD OF DIRECTORS OF
THE COMPANY, THE DEALER MANAGERS, THE TRUSTEE OF THE NOTES OR THE
INFORMATION AND TENDER AGENT MAKES ANY RECOMMENDATION TO ANY HOLDER
OF NOTES IN CONNECTION WITH THE TENDER OFFER. HOLDERS MUST MAKE
THEIR OWN DECISIONS AS TO WHETHER TO TENDER THEIR NOTES AND, IF SO,
THE PRINCIPAL AMOUNT OF NOTES TO TENDER.
About Take-Two Interactive
Software Headquartered in New York City, Take-Two
Interactive Software, Inc. is a leading developer, publisher, and
marketer of interactive entertainment for consumers around the
globe. The Company develops, operates, and publishes products
principally through Rockstar Games, 2K, Private Division, and
Zynga. Our products are currently designed for console gaming
systems, personal computers, and mobile, 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.
All trademarks and copyrights contained herein are the property
of their respective holders.
Cautionary Note Regarding
Forward-Looking Statements 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,”
“should,” “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:
risks relating to our combination with Zynga; the uncertainty of
the impact of the COVID-19 pandemic and measures taken in response
thereto; the effect that measures taken to mitigate the COVID-19
pandemic have on our operations, including our ability to timely
deliver our titles and other products, and on the operations of our
counterparties, including retailers and distributors; the effects
of the COVID-19 pandemic on both consumer demand and the
discretionary spending patterns of our customers as the situation
with the pandemic continues to evolve; the risks of conducting
business internationally; the impact of changes in interest rates
by the Federal Reserve and other central banks, including on our
short-term investment portfolio; the impact of inflation;
volatility in foreign currency exchange rates; our dependence on
key management and product development personnel; our dependence on
our NBA 2K and Grand Theft Auto products and our ability to develop
other hit titles; our ability to leverage opportunities on
PlayStation®5 and Xbox Series X|S; the timely release and
significant market acceptance of our games; the ability to maintain
acceptable pricing levels on our games; and risks associated with
international operations. Other important factors and information
are contained in the Company's most recent Annual Report on Form
10-K, including the risks summarized in the section entitled “Risk
Factors,” and the Company's other periodic filings with the SEC,
which can be accessed at www.take2games.com. 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230602005168/en/
(Investor Relations) Nicole Shevins Senior Vice President
Investor Relations & Corporate Communications Take-Two
Interactive Software, Inc. (646) 536-3005
nicole.shevins@take2games.com
(Corporate Press) Alan Lewis Vice President Corporate
Communications & Public Affairs Take-Two Interactive
Software, Inc. (646) 536-2983 Alan.Lewis@take2games.com
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