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Take-Two Interactive Software, Inc. Announces Pricing of Add-On Offering of $350 Million of Senior Notes

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Take-Two Interactive Software, Inc. (NASDAQ: TTWO) announced an underwritten public add-on offering of $350 million aggregate principal amount of its Senior Notes, consisting of $50 million of its 5.000% Senior Notes due 2026 and $300 million of its 4.950% Senior Notes due 2028. The net proceeds will be used for general corporate purposes, including the retirement at maturity of the Company’s 3.300% Senior Notes due 2024. The offering is expected to close on January 8, 2024, with J.P. Morgan Securities LLC as the lead book-running manager.
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The recent move by Take-Two Interactive Software, Inc. to issue an additional $350 million in Senior Notes is a strategic financial initiative aimed at optimizing the company's capital structure. By offering these notes, the company is tapping into the debt market to raise funds at a fixed interest rate, which could be indicative of leveraging current market conditions to lock in favorable borrowing costs. The decision to use the proceeds for general corporate purposes and the retirement of existing debt suggests a proactive approach to managing the company's debt profile.

From a financial standpoint, the issuance of new notes with rates of 5.000% and 4.950% could be seen as an effort to refinance upcoming maturities, such as the 3.300% Senior Notes due in 2024, potentially reducing future interest expenses. The fungibility of the new notes with existing ones for tax purposes also simplifies the process for investors and the company alike. Investors should monitor the company's debt-to-equity ratio post-issuance, as an increase in leverage could affect the risk profile of the company.

In the context of the gaming industry, where Take-Two Interactive operates, access to capital is crucial for funding ongoing operations and investing in new game development. The gaming industry is highly competitive and requires continuous investment in technology and content to maintain and grow market share. By securing additional capital, Take-Two Interactive is positioning itself to maintain its competitive edge.

Investors should consider the potential impact of this capital raise on the company's ability to invest in new projects or pursue strategic acquisitions. The timing of the offering may also reflect the company's assessment of the investment climate and its capital needs. It's important to note that the gaming industry can be cyclical, with revenues often tied to the release schedule of major titles, which could influence the company's financial performance and its ability to service debt over time.

The issuance of Senior Notes is governed by a complex legal framework, including an indenture that sets forth the terms of the debt and the obligations of the issuer. The fact that the new notes will be issued under an existing indenture and treated as a single series with existing notes suggests a streamlined process, reducing potential legal complexities and costs associated with issuing new debt.

Investors should be aware of the legal implications of the Senior Notes' terms, such as the covenants and conditions that could affect the issuer's financial flexibility. Additionally, the legal stipulation that the offering is made only by means of a prospectus supplement and accompanying prospectus indicates adherence to SEC regulations, ensuring transparency and legal compliance in the transaction. The role of J.P. Morgan Securities LLC as the lead book-running manager further underscores the importance of expert legal and financial guidance in executing securities offerings.

NEW YORK--(BUSINESS WIRE)-- Take-Two Interactive Software, Inc. (NASDAQ: TTWO) (the “Company”) announced today that it has agreed to sell in an underwritten public add-on offering $350 million aggregate principal amount of its Senior Notes, consisting of $50 million of its 5.000% Senior Notes due 2026 and $300 million of its 4.950% Senior Notes due 2028 (the “new notes”).

The new notes will be issued as additional notes under the existing indenture pursuant to which the Company previously issued $500 million aggregate principal amount of its 5.000% Senior Notes due 2026 and $500 million aggregate principal amount of its 4.950% Senior Notes due 2028 (the “existing notes”), all of which remain outstanding. The new notes will have the same terms as the respective series of existing notes other than the date of issuance and the initial offering price, will be treated as a single series of securities with the respective series of existing notes under the indenture, will be fungible with the respective series of existing notes for U.S. federal income tax purposes and will have the same respective CUSIP numbers as the existing notes.

The Company intends to use the net proceeds from the offering for general corporate purposes, including the retirement at maturity of the Company’s 3.300% Senior Notes due 2024.

The closing of the offering is expected to occur on January 8, 2024, subject to satisfaction of customary closing conditions.

J.P. Morgan Securities LLC is acting as the lead book-running manager for the offering. The offering is being made only by means of a prospectus supplement and the accompanying prospectus, which is filed as part of an effective shelf registration statement filed by the Company with the Securities and Exchange Commission (“SEC”) on April 6, 2022. Copies of these documents may be obtained without charge from the SEC’s website at www.sec.gov. Alternatively, these documents may be requested by contacting J.P. Morgan Securities LLC at 383 Madison Avenue, New York, NY 10179, Attention: Investment Grade Syndicate Desk – 3rd Floor. Telephone: (212) 834-4533.

This announcement does not constitute an offer to sell or the solicitation of an offer to buy the new notes or any other securities, nor will there be any sale of new notes or any other securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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, PC, 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 the Company’s 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 the Company’s combination with Zynga Inc.; the risks of conducting business internationally, including as a result of unforeseen geopolitical events; 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; the Company’s dependence on key management and product development personnel; the Company’s dependence on its NBA 2K and Grand Theft Auto products and its ability to develop other hit titles; the Company’s ability to leverage opportunities on PlayStation®5 and Xbox Series X|S; factors affecting its mobile business, such as player acquisition costs; the timely release and significant market acceptance of the Company’s games; and the ability to maintain acceptable pricing levels on the Company’s games. 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 therein titled “Risk Factors,” the Company’s most recent Quarterly Report on Form 10-Q, 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.

(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

Source: Take-Two Interactive

FAQ

What is the recent announcement from Take-Two Interactive Software, Inc. (NASDAQ: TTWO)?

The company announced an underwritten public add-on offering of $350 million aggregate principal amount of its Senior Notes.

What will the net proceeds be used for?

The net proceeds will be used for general corporate purposes, including the retirement at maturity of the Company’s 3.300% Senior Notes due 2024.

When is the expected closing date of the offering?

The closing of the offering is expected to occur on January 8, 2024, subject to satisfaction of customary closing conditions.

Who is the lead book-running manager for the offering?

J.P. Morgan Securities LLC is acting as the lead book-running manager for the offering.

How can the prospectus supplement and accompanying prospectus be obtained?

Copies of these documents may be obtained without charge from the SEC’s website at www.sec.gov or by contacting J.P. Morgan Securities LLC.

Take-Two Interactive Software, Inc.

NASDAQ:TTWO

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About TTWO

headquartered in new york city, take-two interactive software, inc. is a leading developer, marketer and publisher of interactive entertainment for consumers around the globe. the company develops and publishes products through its two wholly-owned labels rockstar games and 2k. our products are designed for console systems, handheld gaming systems and personal computers, including smartphones and tablets, and are delivered through physical retail, digital download, online platforms and cloud streaming services. during fiscal 2014, take-two set new records for both our company and the entertainment industry. rockstar games’ grand theft auto v reached $1 billion in sales faster than any entertainment release in history, nba 2k14 enjoyed the franchise’s strongest launch, borderlands 2 became 2k’s top-selling title, and our digitally-delivered revenue grew to its highest level ever. as a result, we delivered record revenue, earnings and cash flow for our shareholders. the company’s common