Take-Two Interactive Software, Inc. (NASDAQ: TTWO) (the “Company”) today announced the pricing of $250 million of 1.00% convertible senior notes due 2018. In addition, the Company has granted the underwriters the option to purchase up to an additional $37.5 million of notes on the same terms and conditions to cover over-allotments. The Company had originally announced its plans to issue $250 million aggregate principal amount of its convertible senior notes due 2018.
The notes will pay interest semi-annually at a rate of 1.00% per annum and will mature on July 1, 2018. The notes will be convertible under certain circumstances and during certain periods at an initial conversion rate of 46.4727 shares of the Company’s common stock per $1,000 principal amount of notes (representing an initial conversion price of approximately $21.52 per share of common stock), subject to adjustment in certain circumstances. The initial conversion price represents a conversion premium of approximately 40% over the last reported sale price of the common stock on June 12, 2013 of $15.37 per share. Prior to January 1, 2018, the notes will be convertible only upon specified events and, thereafter, at any time. Upon conversion, the notes may be settled, at the Company's election, in cash, shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock. The Company will not have the right to redeem the notes prior to maturity. Holders of the notes may require the Company to repurchase for cash all or part of their notes upon certain fundamental changes at a repurchase price equal to the principal amount of the notes to be repurchased plus accrued and unpaid interest.
A portion of the net proceeds from this offering will be used to redeem all of the Company’s outstanding 4.375% Convertible Senior Notes due 2014, or, if applicable, pay the cash portion of any settlement for notes surrendered for conversion prior to the redemption date. The remaining proceeds will be used for general corporate purposes, which may include acquisitions and other strategic investments, the refinancing of indebtedness and the purchase by the Company of the Company’s common stock pursuant to the Company’s stock repurchase program.
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