| Item 1.01. | Entry into a Material Definitive Agreement. |
On June 12, 2024, Take-Two Interactive Software, Inc. (the “Company”) completed its underwritten public offering (the “Offering”) and sale of $600 million aggregate principal amount of its senior notes, consisting of $300 million principal amount of its 5.400% Senior Notes due 2029 (the “2029 Notes”) and $300 million principal amount of its 5.600% Senior Notes due 2034 (the “2034 Notes” and, together with the 2029 Notes, the “Notes”).
The Notes were issued under an indenture, dated as of April 14, 2022 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), which is incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K for the year ended March 31, 2024, and (i) a seventh supplemental indenture, with respect to the 2029 Notes and (ii) an eighth supplemental indenture, with respect to the 2034 Notes (collectively, the “Supplemental Indentures” and together with the Base Indenture, the “Indenture”), each dated as of June 12, 2024, between the Company and the Trustee, which are filed as Exhibits 4.1 and 4.2 hereto, respectively.
The Notes are the Company’s senior unsecured obligations and rank equally with all of the Company’s other existing and future unsubordinated obligations. The 2029 Notes mature on June 12, 2029 and bear interest at an annual rate of 5.400%. The 2034 Notes mature on June 12, 2034 and bear interest at an annual rate of 5.600%. The Company will pay interest on the Notes semi-annually on June 12 and December 12 of each year, commencing December 12, 2024.
The Notes are not entitled to any sinking fund payments. The Company may redeem each series of the Notes at any time in whole or from time to time in part at the applicable redemption prices set forth in each Supplemental Indenture.
Upon the occurrence of a Change of Control Repurchase Event (as defined in each of the Supplemental Indentures) with respect to a series of the Notes, each holder of the Notes of such series will have the right to require the Company to purchase that holder’s Notes of such series at a price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest to, but excluding, the date of repurchase, unless the Company has exercised its option to redeem all the Notes.
In the case of an event of default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding Notes will become due and payable immediately. If any other event of default specified in the Indenture occurs and is continuing with respect to any series of the Notes, the Trustee or the holders of at least 25% in aggregate principal amount of that series of the outstanding Notes may declare the principal of such series of Notes immediately due and payable.
The Indenture contains certain limitations on the ability of the Company and its subsidiaries to grant liens without equally securing the Notes, or to enter into certain sale and lease-back transactions. These covenants are subject to a number of important exceptions and limitations, as further provided in the Indenture.
The foregoing description of the Notes, the Base Indenture and the Supplemental Indentures does not purport to be complete and is qualified in its entirety by reference to such documents.
| Item 2.03. | Creation of Direct Financial Obligation. |
The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
On June 10, 2024, the Company entered into an underwriting agreement (the “Underwriting Agreement”), by and among the Company, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named in Schedule 1 thereto, in connection with the Offering. A copy of the Underwriting
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