Filed Pursuant to Rule 424(b)(5)
Registration No. 333-264153
PROSPECTUS SUPPLEMENT
(To Prospectus dated April 6, 2022)
$350,000,000
Take-Two Interactive Software, Inc.
$50,000,000 5.000% Senior Notes due 2026
$300,000,000 4.950% Senior Notes due 2028
We are offering $50,000,000
aggregate principal amount of our 5.000% Senior Notes due 2026 (the New 2026 Notes), and $300,000,000 aggregate principal amount of our 4.950% Senior Notes due 2028 (the New 2028 Notes and, together with the New
2026 Notes, the New Notes).
The New Notes offered hereby will be issued as additional notes under the indenture pursuant to which we previously
issued $500,000,000 in aggregate principal amount of our 5.000% Senior Notes due 2026 (the Existing 2026 Notes and, together with the New 2026 Notes, the 2026 notes) and $500,000,000 in aggregate principal amount of our
4.950% Senior Notes due 2028 (the Existing 2028 Notes and, together with the New 2028 Notes, the 2028 notes). The New 2026 Notes will be consolidated and form a single series with the Existing 2026 Notes, and the New 2028
Notes will be consolidated and form a single series with the Existing 2028 Notes. Accordingly, the New 2026 Notes and the New 2028 Notes offered hereby will (i) have the same terms (except the issue date and the initial offering price) and be
treated as a single series of securities with the Existing 2026 Notes and the Existing 2028 Notes, respectively, under the indenture governing the notes, (ii) have the same CUSIP number as the Existing 2026 Notes and the Existing 2028 Notes,
respectively, and (iii) be fungible with the Existing 2026 Notes and the Existing 2028 Notes, respectively, for U.S. federal income tax purposes. Upon the issuance of the New Notes offered hereby, the outstanding aggregate principal amount of
the 2026 notes will be $550 million and the outstanding aggregate principal amount of the 2028 notes will be $800 million. Unless the context otherwise requires, references herein to the notes include the 2026 notes and the
2028 notes.
The 2026 notes will bear interest at a rate of 5.000% per annum, and the 2028 notes will bear interest at a rate of 4.950% per annum. We will
pay interest on the notes semi-annually in arrears on March 28 and September 28 of each year, with the first interest payment on the New Notes to be made on March 28, 2024. Interest on the New Notes will accrue from, and
including, September 28, 2023, the date of the last interest payment on the Existing 2026 Notes and the Existing 2028 Notes (collectively, the Existing Notes). Purchasers of the New Notes must pay for interest accrued from, and
including, September 28, 2023 to, but excluding, the date of issuance of the New Notes. The 2026 notes will mature on March 28, 2026, and the 2028 notes will mature on March 28, 2028.
We may redeem the notes of each series in whole at any time or in part from time to time at the applicable redemption prices described under the heading
Description of NotesOptional Redemption in this prospectus supplement. Upon the occurrence of a change of control repurchase event, as defined under Description of NotesPurchase of Notes upon a Change of
Control Repurchase Event, each holder will have the right to require us to repurchase all or any part of that holders notes at a price equal to 101% of the aggregate principal amount of the notes to be repurchased plus any accrued and
unpaid interest on such notes to, but excluding, the repurchase date.
The notes will be our senior unsecured obligations and will rank equally with all our
other existing and future unsubordinated obligations. There is no sinking fund for the notes. The notes are not, and are not expected to be, listed on any securities exchange or on any automated dealer quotation system.
Investing in the New Notes involves risks. See Cautionary Note Regarding Forward-Looking Statements on page
S-iii and the risks described under the heading Risk Factors beginning on page S-6 of this prospectus supplement and under
the heading Risk Factors in our periodic reports that we file with the Securities and Exchange Commission before investing in the New Notes.
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Price to Public(1) |
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Underwriting Discounts |
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Proceeds to Us (Before Expenses)(1) |
|
Per New 2026 Note |
|
|
99.907 |
% |
|
|
0.300 |
% |
|
|
99.607 |
% |
New 2026 Notes Total |
|
$ |
49,953,500 |
|
|
$ |
150,000 |
|
|
$ |
49,803,500 |
|
Per New 2028 Note |
|
|
99.872 |
% |
|
|
0.500 |
% |
|
|
99.372 |
% |
New 2028 Notes Total |
|
$ |
299,616,000 |
|
|
$ |
1,500,000 |
|
|
$ |
298,116,000 |
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Total |
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$ |
349,569,500 |
|
|
$ |
1,650,000 |
|
|
$ |
347,919,500 |
|
(1) |
Plus accrued interest from, and including, September 28, 2023 to, but excluding, the date of issuance of
the New Notes, in the aggregate amount of $694,444.44, with respect to the New 2026 Notes, and $4,125,000.00, with respect to the New 2028 Notes (collectively, the Accrued Interest), which will be paid by the purchasers of the New 2026
Notes and the New 2028 Notes, respectively. |
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of the notes or determined if this prospectus supplement or the accompanying prospectus to which it relates is truthful or complete. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the New Notes on or about January 8, 2024 only in book-entry form through the facilities of The Depository Trust Company
for the accounts of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking S.A.
Lead
Bookrunner
J.P. Morgan
Joint Passive Bookrunners
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Wells Fargo Securities |
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BNP PARIBAS |
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BofA Securities |
Co-Manager
HSBC
The date of this
prospectus supplement is January 4, 2024.