Take-Two Interactive Software, Inc. (NASDAQ: TTWO) (the
“Company”) announced today that it commenced a cash tender offer
(the “Tender Offer”) to purchase up to $500 million aggregate
principal amount (the “Tender Cap”) of its outstanding 3.300%
Senior Notes due 2024 (the “Notes”).
The terms and conditions of the Tender Offer are described in
the Offer to Purchase, dated May 18, 2023 (as it may be amended or
supplemented from time to time, the “Offer to Purchase”). 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
Bloomberg
Reference
Page(1)
Fixed
Spread
(basis
points)
Early
Tender
Premium
(per
$1,000)
3.300% Senior Notes due 2024
874054AE9 / US874054AE98
$1,000,000,000
$500,000,000
2.25% UST due March 31, 2024
FIT3
0 bps
$50
(1) The applicable page on Bloomberg from which the Lead Dealer
Manager named below will quote the bid side prices of the Reference
U.S. Treasury Security. In the above table, “UST” denotes a U.S.
Treasury Security.
Timetable for the Tender
Offer:
- Commencement of the Tender Offer May 18, 2023.
- Early Tender Deadline 5:00 p.m., New York City time, on June 1,
2023, unless the Tender Offer is extended or earlier
terminated.
- Withdrawal Deadline 5:00 p.m., New York City time, on June 1,
2023, unless the Tender Offer is extended or earlier
terminated.
- Reference Yield Determination Date 10:00 a.m., New York City
time, on June 2, 2023, unless the Tender Offer is extended or
earlier terminated.
- Expected Early Settlement Date June 5, 2023.
- Expiration Date 5:00 p.m., New York City time, on June 16,
2023, unless the Tender Offer is extended or earlier
terminated.
- Expected Final Settlement Date June 21, 2023 (the second
business day following the Expiration Date).
Details of the Tender
Offer:
The Tender Offer 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”). Holders of the Notes must validly
tender their Notes at or before 5:00 p.m., New York City time, on
June 1, 2023, unless extended (the “Early Tender Deadline”) in
order to be eligible to receive the Total Consideration (as defined
below), which includes the Early Tender Premium (as defined below).
Tenders of Notes may be withdrawn at any time at or prior to 5:00
p.m., New York City time, on June 1, 2023 (the “Withdrawal
Deadline”), but may not be withdrawn thereafter except in certain
limited circumstances where additional withdrawal rights are
required by law.
The consideration paid in the Tender Offer for Notes that are
validly tendered and not validly withdrawn at or prior to the Early
Tender Deadline and accepted for purchase will be determined in the
manner described in the Offer to Purchase by reference to a fixed
spread over the yield to maturity (the “Reference Yield”) of the
Reference U.S. Treasury Security specified in the table above and
in the Offer to Purchase (the “Total Consideration”), and includes
an early tender premium of $50 per $1,000 principal amount of the
Notes accepted for purchase (the “Early Tender Premium”). The
Reference Yield will be determined at 10:00 a.m., New York City
time, on June 2, 2023, unless extended by the Company (the
“Reference Yield Determination Date”).
Holders of Notes who validly tender their Notes after the Early
Tender Deadline but on or prior to the Expiration Date will only
receive the Total Consideration minus the Early Tender Premium (the
“Tender Offer Consideration”) per $1,000 principal amount of any
such Notes tendered and not validly withdrawn by such holders that
are accepted for purchase.
The Company reserves the absolute right, but is under no
obligation, to increase, decrease or eliminate the Tender Cap at
any time, which could result in the Company purchasing a greater or
lesser aggregate principal amount of the Notes, and the Company may
do so without extending the Early Tender Deadline, the Withdrawal
Deadline or the Expiration Date, subject to compliance with
applicable law.
If the Tender Offer is not fully subscribed as of the Early
Tender Deadline, subject to the Tender Cap, Notes validly tendered
and not validly withdrawn on or prior to the Early Tender Deadline
will be accepted for purchase in priority to Notes validly tendered
following the Early Tender Deadline, subject to the satisfaction or
waiver of all conditions to the Tender Offer. If the Tender Offer
is fully subscribed as of the Early Tender Deadline, holders who
validly tender Notes following the Early Tender Deadline will not
have any of their Notes accepted for payment. Notes may be subject
to proration if the aggregate principal amount validly tendered and
not validly withdrawn exceeds the Tender Cap. Payment for Notes
that are validly tendered prior to or at the Early Tender Deadline
and that are accepted for purchase will be made promptly following
the Early Tender Deadline (the “Early Settlement Date”). The Early
Settlement Date is anticipated to be June 5, 2023, unless extended
by the Company, assuming all conditions to the Tender Offer have
been satisfied or waived by the Company. Payment for Notes that are
validly tendered after the Early Tender Deadline and prior to the
Expiration Date and that are accepted for purchase will be made
promptly following the Expiration Date (the “Final Settlement
Date”). The Final Settlement Date, if any, is anticipated to be
June 21, 2023, unless extended by the Company, assuming all
conditions to the Tender Offer have been satisfied or waived by the
Company.
No tenders will be valid if submitted after the Expiration Date.
Payments for Notes purchased will include accrued and unpaid
interest (rounded to the nearest cent) on such Notes from and
including the most recent interest payment date for the Notes up
to, but not including, the Early Settlement Date or Final
Settlement Date, as applicable.
The Tender Offer is not conditioned on any minimum principal
amount of Notes being tendered. The Company’s obligation to accept
for payment and to pay for the Notes validly tendered and not
validly withdrawn in the Tender Offer is subject to the
satisfaction or waiver of a number of conditions described in the
Offer to Purchase. The Company reserves the absolute right, subject
to applicable law, to: (i) waive any or all conditions to the
Tender Offer; (ii) extend, terminate or withdraw the Tender Offer;
(iii) increase, decrease or eliminate the Tender Cap without
extending the Early Tender Deadline, the Withdrawal Deadline or the
Expiration Date, which could result in the Company’s purchasing a
greater or lesser aggregate principal amount of the Notes; or (iv)
otherwise amend the Tender Offer in any respect.
None of the Company or its affiliates, the board of directors of
the Company., J.P. Morgan Securities LLC, (the “Lead Dealer
Manager”), Wells Fargo Securities, LLC (the “Co-Dealer Manager”
and, together with the Lead Dealer Manager, the “Dealer Managers”),
D.F. King & Co., Inc., the information agent and tender agent,
or The Bank of New York Mellon Trust Company, NA., as trustee under
the indenture pursuant to which the Notes were issued, is making
any recommendation as to whether holders should tender or refrain
from tendering all or any portion of the principal amount of their
Notes in the Tender Offer, and no one has been authorized by any of
them to make such a recommendation. Holders must make their own
decision as to whether to tender any of their Notes, and, if so,
the principal amount of Notes to tender. Holders should consult
their own tax, accounting, financial and legal advisers as they
deem appropriate regarding the suitability of the tax, accounting,
financial and legal consequences of participating or declining to
participate in the Tender Offer.
The principal purpose of the Tender Offer is to acquire the
Notes in an amount up to the Tender Cap using cash on hand,
including part of the net proceeds from the Company’s April 2023
$1.0 billion senior notes offering. The Notes that are accepted in
the Tender Offer will be purchased by the Company and retired and
cancelled and will no longer remain outstanding obligations of the
Company.
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.
If you do not tender your Notes or if you tender Notes that are
not accepted for purchase, they will remain outstanding. If the
Company consummates the Tender Offer, the trading market for your
outstanding Notes may be significantly more limited. For a
discussion of this and other risks, see “Certain Significant
Consequences and Risks Relating to the Offer” in the Offer to
Purchase.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT
AN OFFER OR SOLICITATION TO PURCHASE NOTES. THE TENDER OFFER IS
BEING MADE SOLELY PURSUANT TO THE OFFER TO PURCHASE, WHICH SETS
FORTH THE COMPLETE TERMS OF THE TENDER OFFER THAT HOLDERS OF THE
NOTES SHOULD CAREFULLY READ PRIOR TO MAKING ANY DECISION.
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
and publishes products principally through Rockstar Games, 2K,
Private Division, and Zynga. Our products are designed for console
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,” 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230518005770/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
TakeTwo Interactive Soft... (NASDAQ:TTWO)
Gráfico Histórico do Ativo
De Mar 2024 até Abr 2024
TakeTwo Interactive Soft... (NASDAQ:TTWO)
Gráfico Histórico do Ativo
De Abr 2023 até Abr 2024