Take-Two Reports Material Agreement & New Financial Obligation

TL;DR

**TTWO just entered a material agreement and took on a new financial obligation; details pending.**

AI Summary

Take-Two Interactive Software, Inc. filed an 8-K on January 8, 2024, reporting an event that occurred on January 4, 2024. This filing indicates an 'Entry into a Material Definitive Agreement' and 'Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.' While the specific details of the agreement and obligation are not disclosed in this summary, the filing signals a significant new financial commitment or contractual relationship for the company. This matters to investors because such agreements can impact future revenue, expenses, and overall financial health, potentially affecting the stock's valuation.

Why It Matters

This filing signals a new, significant financial commitment or contractual relationship for Take-Two, which could impact its future financial performance and stock price. Investors should monitor for further details on the nature and terms of this agreement.

Risk Assessment

Risk Level: medium — The filing indicates a new material agreement and financial obligation, but without specific details, the exact impact and associated risks are unknown, making it a medium risk.

Analyst Insight

A smart investor would await further disclosures from Take-Two regarding the specific terms and financial implications of the 'Material Definitive Agreement' and 'Direct Financial Obligation' before making any investment decisions, as these could significantly alter the company's financial outlook.

Key Players & Entities

• TAKE-TWO INTERACTIVE SOFTWARE, INC. (company) — the registrant filing the 8-K
• January 4, 2024 (date) — date of the earliest event reported
• January 8, 2024 (date) — date the 8-K was filed
• 001-34003 (other) — Commission File Number
• 51-0350842 (other) — I.R.S. Employer Identification No.

FAQ

Key Financial Figures

• $350 million — mpleted its add-on offering and sale of $350 million aggregate principal amount of its senio
• $50 million — ount of its senior notes, consisting of $50 million additional principal amount of its 5.00
• $300 million — r Notes due 2026 (the "2026 Notes") and $300 million additional principal amount of its 4.95
• $500 million — to which the Company previously issued $500 million aggregate principal amount of its 5.000

Filing Documents

• d678759d8k.htm (8-K) — 42KB
• d678759dex11.htm (EX-1.1) — 135KB
• d678759dex51.htm (EX-5.1) — 13KB
• d678759dex991.htm (EX-99.1) — 11KB
• g678759g0108175214371.jpg (GRAPHIC) — 3KB
• g678759g0108175506124.jpg (GRAPHIC) — 4KB
• 0001193125-24-004474.txt ( ) — 376KB
• ttwo-20240104.xsd (EX-101.SCH) — 3KB
• ttwo-20240104_lab.xml (EX-101.LAB) — 17KB
• ttwo-20240104_pre.xml (EX-101.PRE) — 11KB
• d678759d8k_htm.xml (XML) — 3KB

01

Item 1.01. Entry into a Material Definitive Agreement. On January 8, 2024, Take-Two Interactive Software, Inc. (the "Company") completed its add-on offering and sale of $350 million aggregate principal amount of its senior notes, consisting of $50 million additional principal amount of its 5.000% Senior Notes due 2026 (the "2026 Notes") and $300 million additional principal amount of its 4.950% Senior Notes due 2028 (the "2028 Notes"). The additional 2026 Notes and 2028 Notes (the "New Notes") were issued as additional notes under the existing Indenture (as defined below) 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" and, together with the New Notes, the "Notes"), all of which remain outstanding. The New Notes have the same terms as the respective series of Existing Notes other than the date of issuance and the initial offering price, are treated as a single series of securities with the respective series of Existing Notes under the Indenture, are fungible with the respective series of Existing Notes for U.S. federal income tax purposes and have the same respective CUSIP numbers as the Existing Notes. All of the Notes were issued under the 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 4.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on April 14, 2022, and (i) the fifth supplemental indenture, with respect to the 2026 Notes and (ii) the sixth supplemental indenture, with respect to the 2028 Notes (collectively, the "Supplemental Indentures" and together with the Base Indenture, the "Indenture"), each dated as of April 14, 2023, between the Company and the Trustee, which are incorporate

03

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.

01

Item 8.01. Other Events. On January 4, 2024, the Company entered into an underwriting agreement (the "Underwriting Agreement"), by and among the Company and J.P. Morgan Securities LLC, as representative of the several underwriters named in Schedule 1 thereto, in connection with the underwritten public add-on offering of the New Notes. A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and incorporated by reference herein. The New Notes were offered pursuant to an effective registration statement on Form S-3 (Registration Statement No. 333-264153) filed with the SEC, as supplemented by the preliminary prospectus supplement filed with the SEC on January 4, 2024 and final prospectus supplement filed with the SEC on January 8, 2024. - 2 - On January 4, 2024 the Company issued a press release announcing the pricing of its add-on offering of the New Notes. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Forward-Looking Statements

Forward-Looking Statements 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 r

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits EXHIBIT NO. DESCRIPTION 1.1 Underwriting Agreement, dated as of January 4, 2024, by and among the Company and J.P. Morgan Securities LLC, as representative of the several underwriters named in Schedule 1 thereto. 4.1 Base Indenture, dated as of April 14, 2022, between Take-Two Interactive Software, Inc. and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 14, 2022) 4.2 Fifth Supplemental Indenture, dated as of April 14, 2023, between the Company and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 14, 2023) 4.3 Sixth Supplemental Indenture, dated as of April 14, 2023, between the Company and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.2 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 14, 2023) - 3 - 4.4 Form of Global Note representing 5.000% Senior Notes due 2026 (incorporated by reference to Exhibit 4.3 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 14, 2023) 4.5 Form of Global Note representing 4.950% Senior Notes due 2028 (incorporated by reference to Exhibit 4.4 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 14, 2023) 5.1 Opinion of Willkie Farr & Gallagher LLP. 5.2 Consent of Willkie Farr & Gallagher LLP (included as part of Exhibit 5.1). 99.1 Press Release, dated January 4, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). - 4 -

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TAKE-TWO INTERACTIVE SOFTWARE, INC. By: /s/ Matthew Breitman Name: Matthew Breitman Title: Senior Vice President, General Counsel Americas & Corporate Secretary Date: January 8, 2024 - 5 -

View Full Filing

View this 8-K filing on SEC EDGAR