3.300% Senior Notes due 2024
Note · Take-Two Interactive Software, Inc.
Reference: 3.300% Senior Notes due 2024
- Original principal
- USD 1,000,000,000
- Outstanding
- —
- Commitment
- —
- Availability
- —
- Maturity
- Mar 28, 2024
Last reported interest terms: 3.3% Reported 2022-04-14 Later filings may not restate these terms; this does not confirm they still apply.
Verified covenant terms
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Section 5.01(c) · Limitation on Liens
the Company and its Subsidiaries shall be permitted to incur Indebtedness secured by Liens which would otherwise be subject to the restrictions set forth in Section 5.01(a) above without equally and ratably securing the Notes
Exceptions: not including Liens permitted under clauses (i) through (xxv) of Section 5.01(b) above Section 5.01. Limitation on Liens.
Full wording and supporting evidence
Source evidence: (c) Notwithstanding the restrictions set forth in Section 5.01(a) above, the Company and its Subsidiaries shall be permitted to incur Indebtedness secured by Liens which would otherwise be subject to the restrictions set forth in Section 5.01(a) above without equally and ratably securing the Notes; provided that, after giving effect to such Indebtedness and the retirement of any Indebtedness secured by Liens (other than Liens described in clauses (i) through (xxv) of Section 5.01(b) above) that is being retired substantially concurrently with such incurrence, the aggregate amount of all Indebtedness secured by Liens (not including Liens permitted under clauses (i) through (xxv) of Section 5.01(b) above), together with all Attributable Debt outstanding pursuant to Section 5.02(b) below, does not exceed 7.5% of the Company’s Consolidated Total Assets. The Company and its Subsidiaries also may, without equally and ratably securing the Notes, create or incur Liens that extend, renew, substitute or replace (including successive extensions, renewals, substitutions or replacements), in whole or in part, any Lien permitted pursuant to the preceding sentence.
Target identity evidence: FIRST SUPPLEMENTAL INDENTURE, dated as of April 14, 2022 (this “Supplemental Indenture”), to the Indenture dated as of April 14, 2022 (as amended, modified or supplemented from time to time in accordance therewith, other than with respect to a particular Series of debt securities, the “Base Indenture” and, as amended, modified and supplemented by this Supplemental Indenture, the “Indenture”), by and among TAKE-TWO INTERACTIVE SOFTWARE, INC., a Delaware corporation (the “Company”), and THE BANK OF NEW YORK MELLON, a New York banking association, as trustee (the “Trustee”).
Target identity evidence: WHEREAS, the Company has duly authorized the execution and delivery, and desires and has requested the Trustee to join it in the execution and delivery, of this Supplemental Indenture in order to establish and provide for the issuance by the Company of a Series of Securities designated as its 3.300% Senior Notes due 2024 (the “Notes”), on the terms set forth herein;
Target identity evidence: (a) There is hereby created and designated a Series of Securities under the Base Indenture: the title of the Notes shall be “3.300% Senior Notes due 2024.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other Series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other Series of Securities specifically incorporates such changes, modifications and supplements.
Target identity evidence: There is hereby created and designated a Series of Securities under the Base Indenture: the title of the Notes shall be “3.300% Senior Notes due 2024.”
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Section 5.01(a) · Limitation on Liens
The Company shall not, and shall not permit any of its Subsidiaries to, create or incur any Lien upon any Principal Property of the Company or any of its Subsidiaries
Section 5.01. Limitation on Liens.
Full wording and supporting evidence
Source evidence: (a) The Company shall not, and shall not permit any of its Subsidiaries to, create or incur any Lien upon any Principal Property of the Company or any of its Subsidiaries (whether now existing or owned or hereafter created or acquired), in order to secure any Indebtedness of the Company or any of its Subsidiaries unless prior to or at the same time, the Notes (together with, at the Company’s option, any other Indebtedness or guarantees of the Company or any of its Subsidiaries ranking equally in right of payment with the Notes or such guarantee) are equally and ratably secured with or, at the Company’s option, prior to, such secured Indebtedness, until such time as such Indebtedness or guarantees are no longer secured by such Lien or such Principal Property is no longer owned by the Company or any of its Subsidiaries.
Target identity evidence: FIRST SUPPLEMENTAL INDENTURE, dated as of April 14, 2022 (this “Supplemental Indenture”), to the Indenture dated as of April 14, 2022 (as amended, modified or supplemented from time to time in accordance therewith, other than with respect to a particular Series of debt securities, the “Base Indenture” and, as amended, modified and supplemented by this Supplemental Indenture, the “Indenture”), by and among TAKE-TWO INTERACTIVE SOFTWARE, INC., a Delaware corporation (the “Company”), and THE BANK OF NEW YORK MELLON, a New York banking association, as trustee (the “Trustee”).
Target identity evidence: WHEREAS, the Company has duly authorized the execution and delivery, and desires and has requested the Trustee to join it in the execution and delivery, of this Supplemental Indenture in order to establish and provide for the issuance by the Company of a Series of Securities designated as its 3.300% Senior Notes due 2024 (the “Notes”), on the terms set forth herein;
Target identity evidence: (a) There is hereby created and designated a Series of Securities under the Base Indenture: the title of the Notes shall be “3.300% Senior Notes due 2024.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other Series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other Series of Securities specifically incorporates such changes, modifications and supplements.
Target identity evidence: There is hereby created and designated a Series of Securities under the Base Indenture: the title of the Notes shall be “3.300% Senior Notes due 2024.”
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Section 4.02(a) · Purchase of Notes upon a Change of Control Repurchase Event
(a) If a Change of Control Repurchase Event occurs with respect to the Notes, unless the Company shall have exercised its option to redeem the Notes pursuant to Section 4.01 of this Supplemental Indenture, each Holder of the Notes shall have the right to require the Company to repurchase all or any part (in a minimum amount of $2,000 and multiples of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased…
Springing Trigger: Change of Control Repurchase Event Defined terms:
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Change of Control Repurchase Event: the occurrence of both a Change of Control and a Ratings Event.
Source evidence: “Change of Control Repurchase Event” means the occurrence of both a Change of Control and a Ratings Event.
Full wording and supporting evidence
Source evidence: (a) If a Change of Control Repurchase Event occurs with respect to the Notes, unless the Company shall have exercised its option to redeem the Notes pursuant to Section 4.01 of this Supplemental Indenture, each Holder of the Notes shall have the right to require the Company to repurchase all or any part (in a minimum amount of $2,000 and multiples of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price in cash 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. Within 30 days following any Change of Control Repurchase Event or, at the option of the Company, prior to any Change of Control, but after the public announcement of the Change of Control or event that may constitute the Change of Control, the Company shall deliver a notice (the “Change of Control Notice”) to each Holder of such Notes, with a copy to the Trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering (the “Change of Control Offer”) to repurchase such Notes on the repurchase date specified in the notice at the option of the Holders, which date (the “Change of Control Payment Date”) shall be no earlier than 30 days and no later than 60 days from the date such notice is delivered. The Change of Control Notice shall, if delivered prior to the date of consummation of the Change of Control, state that the Company’s obligation to repurchase the Notes is conditioned on a Change of Control Repurchase Event occurring on or prior to the Change of Control Payment Date.
Target identity evidence: FIRST SUPPLEMENTAL INDENTURE, dated as of April 14, 2022 (this “Supplemental Indenture”), to the Indenture dated as of April 14, 2022 (as amended, modified or supplemented from time to time in accordance therewith, other than with respect to a particular Series of debt securities, the “Base Indenture” and, as amended, modified and supplemented by this Supplemental Indenture, the “Indenture”), by and among TAKE-TWO INTERACTIVE SOFTWARE, INC., a Delaware corporation (the “Company”), and THE BANK OF NEW YORK MELLON, a New York banking association, as trustee (the “Trustee”).
Target identity evidence: WHEREAS, the Company has duly authorized the execution and delivery, and desires and has requested the Trustee to join it in the execution and delivery, of this Supplemental Indenture in order to establish and provide for the issuance by the Company of a Series of Securities designated as its 3.300% Senior Notes due 2024 (the “Notes”), on the terms set forth herein;
Target identity evidence: (a) There is hereby created and designated a Series of Securities under the Base Indenture: the title of the Notes shall be “3.300% Senior Notes due 2024.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other Series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other Series of Securities specifically incorporates such changes, modifications and supplements.
Target identity evidence: There is hereby created and designated a Series of Securities under the Base Indenture: the title of the Notes shall be “3.300% Senior Notes due 2024.”
Target scope evidence: (a) If a Change of Control Repurchase Event occurs with respect to the Notes, unless the Company shall have exercised its option to redeem the Notes pursuant to Section 4.01 of this Supplemental Indenture, each Holder of the Notes shall have the right to require the Company to repurchase all or any part (in a minimum amount of $2,000 and multiples of $1,000 in excess thereof) of that Holder’s Notes at a repurchase price in cash 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.
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Change of Control Repurchase Event: the occurrence of both a Change of Control and a Ratings Event.
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Section 4.02(e) · Purchase of Notes upon a Change of Control Repurchase Event
(e) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company pursuant to Section 4.02(d) above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such…
Springing Trigger: Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer Exceptions: subject to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Date Section 4.02. Purchase of Notes upon a Change of Control Repurchase Event.
Full wording and supporting evidence
Source evidence: (e) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company pursuant to Section 4.02(d) above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described in Section 4.02(b) above, to redeem all Notes that remain outstanding following such purchase at a Redemption Price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding the Redemption Date (subject to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Date).
Target identity evidence: FIRST SUPPLEMENTAL INDENTURE, dated as of April 14, 2022 (this “Supplemental Indenture”), to the Indenture dated as of April 14, 2022 (as amended, modified or supplemented from time to time in accordance therewith, other than with respect to a particular Series of debt securities, the “Base Indenture” and, as amended, modified and supplemented by this Supplemental Indenture, the “Indenture”), by and among TAKE-TWO INTERACTIVE SOFTWARE, INC., a Delaware corporation (the “Company”), and THE BANK OF NEW YORK MELLON, a New York banking association, as trustee (the “Trustee”).
Target identity evidence: WHEREAS, the Company has duly authorized the execution and delivery, and desires and has requested the Trustee to join it in the execution and delivery, of this Supplemental Indenture in order to establish and provide for the issuance by the Company of a Series of Securities designated as its 3.300% Senior Notes due 2024 (the “Notes”), on the terms set forth herein;
Target identity evidence: (a) There is hereby created and designated a Series of Securities under the Base Indenture: the title of the Notes shall be “3.300% Senior Notes due 2024.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other Series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other Series of Securities specifically incorporates such changes, modifications and supplements.
Target identity evidence: There is hereby created and designated a Series of Securities under the Base Indenture: the title of the Notes shall be “3.300% Senior Notes due 2024.”
Target scope evidence: (e) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company pursuant to Section 4.02(d) above, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company shall have the right, upon not less than 10 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer described in Section 4.02(b) above, to redeem all Notes that remain outstanding following such purchase at a Redemption Price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding the Redemption Date (subject to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Date).
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Section 4.02(d) · Purchase of Notes upon a Change of Control Repurchase Event
Notwithstanding the foregoing in this Section 4.02, the Company shall not be required to make a Change of Control Offer in connection with a Change of Control Repurchase Event if a third party makes such an offer in connection with such Change of Control Repurchase Event in the manner and at the times required and otherwise in compliance with the requirements for such a Change of Control Offer made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer.
Exceptions: if a third party makes such an offer in connection with such Change of Control Repurchase Event in the manner and at the times required and otherwise in compliance with the requirements for such a Change of Control Offer made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer Section 4.02. Purchase of Notes upon a Change of Control Repurchase Event.
Full wording and supporting evidence
Source evidence: (d) Notwithstanding the foregoing in this Section 4.02, the Company shall not be required to make a Change of Control Offer in connection with a Change of Control Repurchase Event if a third party makes such an offer in connection with such Change of Control Repurchase Event in the manner and at the times required and otherwise in compliance with the requirements for such a Change of Control Offer made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer.
Target identity evidence: FIRST SUPPLEMENTAL INDENTURE, dated as of April 14, 2022 (this “Supplemental Indenture”), to the Indenture dated as of April 14, 2022 (as amended, modified or supplemented from time to time in accordance therewith, other than with respect to a particular Series of debt securities, the “Base Indenture” and, as amended, modified and supplemented by this Supplemental Indenture, the “Indenture”), by and among TAKE-TWO INTERACTIVE SOFTWARE, INC., a Delaware corporation (the “Company”), and THE BANK OF NEW YORK MELLON, a New York banking association, as trustee (the “Trustee”).
Target identity evidence: WHEREAS, the Company has duly authorized the execution and delivery, and desires and has requested the Trustee to join it in the execution and delivery, of this Supplemental Indenture in order to establish and provide for the issuance by the Company of a Series of Securities designated as its 3.300% Senior Notes due 2024 (the “Notes”), on the terms set forth herein;
Target identity evidence: (a) There is hereby created and designated a Series of Securities under the Base Indenture: the title of the Notes shall be “3.300% Senior Notes due 2024.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other Series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other Series of Securities specifically incorporates such changes, modifications and supplements.
Target identity evidence: There is hereby created and designated a Series of Securities under the Base Indenture: the title of the Notes shall be “3.300% Senior Notes due 2024.”
Target scope evidence: (d) Notwithstanding the foregoing in this Section 4.02, the Company shall not be required to make a Change of Control Offer in connection with a Change of Control Repurchase Event if a third party makes such an offer in connection with such Change of Control Repurchase Event in the manner and at the times required and otherwise in compliance with the requirements for such a Change of Control Offer made by the Company, and such third party purchases all Notes properly tendered and not withdrawn under its offer.
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Section 4.02(f) · Purchase of Notes upon a Change of Control Repurchase Event
The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with any repurchase of the Notes as a result of a Change of Control Repurchase Event.
Section 4.02. Purchase of Notes upon a Change of Control Repurchase Event.
Full wording and supporting evidence
Source evidence: (f) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with any repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent the provisions of any such securities laws or regulations conflict with this Section 4.02, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.02 by virtue thereof; provided that the Company otherwise uses commercially reasonable efforts to permit Holders to exercise their rights and to fulfill its obligations in the time and in the manner specified in this Section 4.02 to the extent permitted by such securities laws or regulations
Target identity evidence: FIRST SUPPLEMENTAL INDENTURE, dated as of April 14, 2022 (this “Supplemental Indenture”), to the Indenture dated as of April 14, 2022 (as amended, modified or supplemented from time to time in accordance therewith, other than with respect to a particular Series of debt securities, the “Base Indenture” and, as amended, modified and supplemented by this Supplemental Indenture, the “Indenture”), by and among TAKE-TWO INTERACTIVE SOFTWARE, INC., a Delaware corporation (the “Company”), and THE BANK OF NEW YORK MELLON, a New York banking association, as trustee (the “Trustee”).
Target identity evidence: WHEREAS, the Company has duly authorized the execution and delivery, and desires and has requested the Trustee to join it in the execution and delivery, of this Supplemental Indenture in order to establish and provide for the issuance by the Company of a Series of Securities designated as its 3.300% Senior Notes due 2024 (the “Notes”), on the terms set forth herein;
Target identity evidence: (a) There is hereby created and designated a Series of Securities under the Base Indenture: the title of the Notes shall be “3.300% Senior Notes due 2024.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other Series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other Series of Securities specifically incorporates such changes, modifications and supplements.
Target identity evidence: There is hereby created and designated a Series of Securities under the Base Indenture: the title of the Notes shall be “3.300% Senior Notes due 2024.”
Target scope evidence: (f) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with any repurchase of the Notes as a result of a Change of Control Repurchase Event. To the extent the provisions of any such securities laws or regulations conflict with this Section 4.02, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.02 by virtue thereof; provided that the Company otherwise uses commercially reasonable efforts to permit Holders to exercise their rights and to fulfill its obligations in the time and in the manner specified in this Section 4.02 to the extent permitted by such securities laws or regulations
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Section 4.03(a) · Special Mandatory Redemption
(a) In the event that the Company does not consummate the Combination on or prior to January 9, 2023, or if prior to such date, the Merger Agreement is terminated, then the Company will redeem all of the Notes (the “Special Mandatory Redemption”) on the Special Mandatory Redemption Date at a Redemption Price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest from the date of issuance of the Initial Notes to, but excluding, the Special Mandatory Redemption Date (subject to…
Springing Trigger: In the event that the Company does not consummate the Combination on or prior to January 9, 2023, or if prior to such date, the Merger Agreement is terminated Exceptions: subject to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Date Defined terms:
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Special Mandatory Redemption Date: the earlier to occur of (1) January 24, 2023, if the Combination has not been completed on or prior to January 9, 2023, and (2) the fifteenth day (or if such day is not a Business Day, the first Business Day thereafter) following the termination of the Merger Agreement for any reason.
Source evidence: “Special Mandatory Redemption Date” means the earlier to occur of (1) January 24, 2023, if the Combination has not been completed on or prior to January 9, 2023, and (2) the fifteenth day (or if such day is not a Business Day, the first Business Day thereafter) following the termination of the Merger Agreement for any reason.
Full wording and supporting evidence
Source evidence: (a) In the event that the Company does not consummate the Combination on or prior to January 9, 2023, or if prior to such date, the Merger Agreement is terminated, then the Company will redeem all of the Notes (the “Special Mandatory Redemption”) on the Special Mandatory Redemption Date at a Redemption Price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest from the date of issuance of the Initial Notes to, but excluding, the Special Mandatory Redemption Date (subject to the right of Holders of record on a Record Date to receive interest on the relevant Interest Payment Date) (the “Special Mandatory Redemption Price”).
Target identity evidence: FIRST SUPPLEMENTAL INDENTURE, dated as of April 14, 2022 (this “Supplemental Indenture”), to the Indenture dated as of April 14, 2022 (as amended, modified or supplemented from time to time in accordance therewith, other than with respect to a particular Series of debt securities, the “Base Indenture” and, as amended, modified and supplemented by this Supplemental Indenture, the “Indenture”), by and among TAKE-TWO INTERACTIVE SOFTWARE, INC., a Delaware corporation (the “Company”), and THE BANK OF NEW YORK MELLON, a New York banking association, as trustee (the “Trustee”).
Target identity evidence: WHEREAS, the Company has duly authorized the execution and delivery, and desires and has requested the Trustee to join it in the execution and delivery, of this Supplemental Indenture in order to establish and provide for the issuance by the Company of a Series of Securities designated as its 3.300% Senior Notes due 2024 (the “Notes”), on the terms set forth herein;
Target identity evidence: (a) There is hereby created and designated a Series of Securities under the Base Indenture: the title of the Notes shall be “3.300% Senior Notes due 2024.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other Series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other Series of Securities specifically incorporates such changes, modifications and supplements.
Target identity evidence: There is hereby created and designated a Series of Securities under the Base Indenture: the title of the Notes shall be “3.300% Senior Notes due 2024.”
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Special Mandatory Redemption Date: the earlier to occur of (1) January 24, 2023, if the Combination has not been completed on or prior to January 9, 2023, and (2) the fifteenth day (or if such day is not a Business Day, the first Business Day thereafter) following the termination of the Merger Agreement for any reason.
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Section 5.09 · Post-Closing Obligations
In the event that, on the date that is 90 days following the date of the issuance of the Initial Notes, an aggregate principal amount of Zynga Convertible Notes greater than or equal to $250,000,000 remain outstanding, then on or prior to such 90th day, Zynga shall duly execute and deliver to the Trustee a supplemental indenture
Springing Trigger: on the date that is 90 days following the date of the issuance of the Initial Notes, an aggregate principal amount of Zynga Convertible Notes greater than or equal to $250,000,000 remain outstanding Section 5.09. Post-Closing Obligations.
Full wording and supporting evidence
Source evidence: In the event that, on the date that is 90 days following the date of the issuance of the Initial Notes, an aggregate principal amount of Zynga Convertible Notes greater than or equal to $250,000,000 remain outstanding, then on or prior to such 90th day, Zynga shall duly execute and deliver to the Trustee a supplemental indenture, substantially in the form attached to this Supplemental Indenture as Exhibit B, pursuant to which Zynga shall guarantee the obligations under the Notes, together with (a) an Officers’ Certificate and such other documents and certificates relating to the organization, existence and good standing of Zynga, the authorization of entering into such guaranty and other legal matters relating thereto and (b) a signed copy of a favorable Opinion of Counsel, addressed to the Trustee, of counsel for Zynga, as to the matters contained in clause (a) above, enforceability and such other matters.
Target identity evidence: FIRST SUPPLEMENTAL INDENTURE, dated as of April 14, 2022 (this “Supplemental Indenture”), to the Indenture dated as of April 14, 2022 (as amended, modified or supplemented from time to time in accordance therewith, other than with respect to a particular Series of debt securities, the “Base Indenture” and, as amended, modified and supplemented by this Supplemental Indenture, the “Indenture”), by and among TAKE-TWO INTERACTIVE SOFTWARE, INC., a Delaware corporation (the “Company”), and THE BANK OF NEW YORK MELLON, a New York banking association, as trustee (the “Trustee”).
Target identity evidence: WHEREAS, the Company has duly authorized the execution and delivery, and desires and has requested the Trustee to join it in the execution and delivery, of this Supplemental Indenture in order to establish and provide for the issuance by the Company of a Series of Securities designated as its 3.300% Senior Notes due 2024 (the “Notes”), on the terms set forth herein;
Target identity evidence: (a) There is hereby created and designated a Series of Securities under the Base Indenture: the title of the Notes shall be “3.300% Senior Notes due 2024.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other Series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other Series of Securities specifically incorporates such changes, modifications and supplements.
Target identity evidence: There is hereby created and designated a Series of Securities under the Base Indenture: the title of the Notes shall be “3.300% Senior Notes due 2024.”
Documents and filing history
- SeriesInstrument · EX-4.5 · 2022-04-14 — EX-4.5
- GoverningAgreement · EX-4.2 · 2022-04-14 — EX-4.2
- SeriesInstrument · EX-4.2 · 2022-04-14 — EX-4.2
- SeriesInstrument · EX-4.4 · 2022-04-14 — EX-4.4
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Issuance
· 2022-04-14
Exact source document
Parent 8-K filing · 2022-04-14
WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, dated as of April 14, 2022 (the “**Base Indenture**”), as supplemented by (i) the First Supplemental Indenture, dated as of April 14, 2022 (the “**First Supplemental Indenture**”) relating to the issuance of the 3.300% Senior Notes due 2024 (the “**2024 Notes**”), (ii) the Second Supplemental Indenture, dated as of April 14, 2022 (the “**Second Supplemental Indenture**”) relating to the issuance of the 3.550% Senior Notes due 2025 (the “**2025 Notes**”), (iii) the Third Supplemental Indenture, dated as of April 14, 2022 (the “**Third Supplemental Indenture**”) relating to the issuance of the 3.700% Senior Notes due 2027 (the “**2027 Notes**”) and (iv) the Fourth Supplemental Indenture, dated as of April 14, 2022 (the “**Fourth Supplemental Indenture**”) relating to the issuance of the 4.000% Senior Notes due 2032 (the “**2032 Notes**” and, collectively with the 2024 Notes, 2025 Notes and 2027 Notes, the “**Notes**”), and as further amended and/or supplemented through the date hereof (the Base Indenture, as so amended and/or supplemented, including by this Supplemental Indenture, the “**Indenture**”; capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture);
Issuer evidence: [•]th Supplemental Indenture (this “Supplemental Indenture”), dated as of [•], 2022, among Take-Two Interactive Software, Inc., a Delaware corporation (the “Company”), Zebra MS II, Inc., a Delaware corporation and successor by merger to Zynga, Inc. (the “Guarantor”), and The Bank of New York Mellon, as trustee (the “Trustee”).
Supporting evidence: WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, dated as of April 14, 2022 (the “Base Indenture”), as supplemented by (i) the First Supplemental Indenture, dated as of April 14, 2022 (the “First Supplemental Indenture”) relating to the issuance of the 3.300% Senior Notes due 2024 (the “2024 Notes”), (ii) the Second Supplemental Indenture, dated as of April 14, 2022 (the “Second Supplemental Indenture”) relating to the issuance of the 3.550% Senior Notes due 2025 (the “2025 Notes”), (iii) the Third Supplemental Indenture, dated as of April 14, 2022 (the “Third Supplemental Indenture”) relating to the issuance of the 3.700% Senior Notes due 2027 (the “2027 Notes”) and (iv) the Fourth Supplemental Indenture, dated as of April 14, 2022 (the “Fourth Supplemental Indenture”) relating to the issuance of the 4.000% Senior Notes due 2032 (the “2032 Notes” and, collectively with the 2024 Notes, 2025 Notes and 2027 Notes, the “Notes”), and as further amended and/or supplemented through the date hereof (the Base Indenture, as so amended and/or supplemented, including by this Supplemental Indenture, the “Indenture”; capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture);
Supporting evidence: WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, dated as of April 14, 2022 (the “Base Indenture”), as supplemented by (i) the First Supplemental Indenture, dated as of April 14, 2022 (the “First Supplemental Indenture”) relating to the issuance of the 3.300% Senior Notes due 2024 (the “2024 Notes”), (ii) the Second Supplemental Indenture, dated as of April 14, 2022 (the “Second Supplemental Indenture”) relating to the issuance of the 3.550% Senior Notes due 2025 (the “2025 Notes”), (iii) the Third Supplemental Indenture, dated as of April 14, 2022 (the “Third Supplemental Indenture”) relating to the issuance of the 3.700% Senior Notes due 2027 (the “2027 Notes”) and (iv) the Fourth Supplemental Indenture, dated as of April 14, 2022 (the “Fourth Supplemental Indenture”) relating to the issuance of the 4.000% Senior Notes due 2032 (the “2032 Notes” and, collectively with the 2024 Notes, 2025 Notes and 2027 Notes, the “Notes”), and as further amended and/or supplemented through the date hereof (the Base Indenture, as so amended and/or supplemented, including by this Supplemental Indenture, the “Indenture”; capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture);
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Issuance
· 2022-04-14
Exact source document
Parent 8-K filing · 2022-04-14
WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, dated as of April 14, 2022 (the “**Base Indenture**”), as supplemented by (i) the First Supplemental Indenture, dated as of April 14, 2022 (the “**First Supplemental Indenture**”) relating to the issuance of the 3.300% Senior Notes due 2024 (the “**2024 Notes**”), (ii) the Second Supplemental Indenture, dated as of April 14, 2022 (the “**Second Supplemental Indenture**”) relating to the issuance of the 3.550% Senior Notes due 2025 (the “**2025 Notes**”), (iii) the Third Supplemental Indenture, dated as of April 14, 2022 (the “**Third Supplemental Indenture**”) relating to the issuance of the 3.700% Senior Notes due 2027 (the “**2027 Notes**”) and (iv) the Fourth Supplemental Indenture, dated as of April 14, 2022 (the “**Fourth Supplemental Indenture**”) relating to the issuance of the 4.000% Senior Notes due 2032 (the “**2032 Notes**” and, collectively with the 2024 Notes, 2025 Notes and 2027 Notes, the “**Notes**”), and as further amended and/or supplemented through the date hereof (the Base Indenture, as so amended and/or supplemented, including by this Supplemental Indenture, the “**Indenture**”; capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture);
Issuer evidence: [•]th Supplemental Indenture (this “**Supplemental Indenture**”), dated as of [•], 2022, among Take-Two Interactive Software, Inc., a Delaware corporation (the “**Company**”), Zebra MS II, Inc., a Delaware corporation and successor by merger to Zynga, Inc. (the “**Guarantor**”), and The Bank of New York Mellon, as trustee (the “**Trustee**”).
Supporting evidence: WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, dated as of April 14, 2022 (the “**Base Indenture**”), as supplemented by (i) the First Supplemental Indenture, dated as of April 14, 2022 (the “**First Supplemental Indenture**”) relating to the issuance of the 3.300% Senior Notes due 2024 (the “**2024 Notes**”), (ii) the Second Supplemental Indenture, dated as of April 14, 2022 (the “**Second Supplemental Indenture**”) relating to the issuance of the 3.550% Senior Notes due 2025 (the “**2025 Notes**”), (iii) the Third Supplemental Indenture, dated as of April 14, 2022 (the “**Third Supplemental Indenture**”) relating to the issuance of the 3.700% Senior Notes due 2027 (the “**2027 Notes**”) and (iv) the Fourth Supplemental Indenture, dated as of April 14, 2022 (the “**Fourth Supplemental Indenture**”) relating to the issuance of the 4.000% Senior Notes due 2032 (the “**2032 Notes**” and, collectively with the 2024 Notes, 2025 Notes and 2027 Notes, the “**Notes**”), and as further amended and/or supplemented through the date hereof (the Base Indenture, as so amended and/or supplemented, including by this Supplemental Indenture, the “**Indenture**”; capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture);
Supporting evidence: WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, dated as of April 14, 2022 (the “**Base Indenture**”), as supplemented by (i) the First Supplemental Indenture, dated as of April 14, 2022 (the “**First Supplemental Indenture**”) relating to the issuance of the 3.300% Senior Notes due 2024 (the “**2024 Notes**”), (ii) the Second Supplemental Indenture, dated as of April 14, 2022 (the “**Second Supplemental Indenture**”) relating to the issuance of the 3.550% Senior Notes due 2025 (the “**2025 Notes**”), (iii) the Third Supplemental Indenture, dated as of April 14, 2022 (the “**Third Supplemental Indenture**”) relating to the issuance of the 3.700% Senior Notes due 2027 (the “**2027 Notes**”) and (iv) the Fourth Supplemental Indenture, dated as of April 14, 2022 (the “**Fourth Supplemental Indenture**”) relating to the issuance of the 4.000% Senior Notes due 2032 (the “**2032 Notes**” and, collectively with the 2024 Notes, 2025 Notes and 2027 Notes, the “**Notes**”), and as further amended and/or supplemented through the date hereof (the Base Indenture, as so amended and/or supplemented, including by this Supplemental Indenture, the “**Indenture**”; capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture);
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Issuance
· 2022-04-14
Original principal USD 1,000,000,000 Exact source document
Parent 8-K filing · 2022-04-14
(b) The aggregate principal amount of Notes that initially may be authenticated and delivered under this Supplemental Indenture (the “**Initial Notes**”) shall be limited to $1,000,000,000, subject to increases as set forth in Section 3.04 of this Supplemental Indenture.
Issuer evidence: FIRST SUPPLEMENTAL INDENTURE, dated as of April 14, 2022 (this “**Supplemental Indenture**”), to the Indenture dated as of April 14, 2022 (as amended, modified or supplemented from time to time in accordance therewith, other than with respect to a particular Series of debt securities, the “**Base Indenture**” and, as amended, modified and supplemented by this Supplemental Indenture, the “**Indenture**”), by and among TAKE-TWO INTERACTIVE SOFTWARE, INC., a Delaware corporation (the “**Company**”), and THE BANK OF NEW YORK MELLON, a New York banking association, as trustee (the “**Trustee**”).
Supporting evidence: (a) There is hereby created and designated a Series of Securities under the Base Indenture: the title of the Notes shall be “3.300% Senior Notes due 2024.” The changes, modifications and supplements to the Base Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes and shall not apply to any other Series of Securities that may be issued under the Base Indenture unless a supplemental indenture with respect to such other Series of Securities specifically incorporates such changes, modifications and supplements.
Supporting evidence: (c) The Stated Maturity of the Notes shall be March 28, 2024. The Notes shall be payable and may be presented for payment, purchase, redemption, registration of transfer and exchange, without service charge to the Holder (subject to Section 2.7 of the Base Indenture), at the office or agency of the Company maintained for such purpose, which shall initially be the Corporate Trust Office.
Supporting evidence: (d) The Notes shall bear interest at the rate of 3.300% per annum accruing from April 14, 2022 or from the most recent Interest Payment Date to or for which interest has been paid or duly provided for, as further provided in the form of Note annexed hereto as Exhibit A. Interest shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The Interest Payment Dates for the Notes shall be March 28 and September 28 of each year, beginning on September 28, 2022, and the “**Record Date**” for any interest payable on each such Interest Payment Date shall be the immediately preceding March 13 and September 13, respectively; *provided* that upon the Stated Maturity of the Notes, interest shall be payable on such Stated Maturity from the most recent date to which interest has been paid or duly provided, and shall include the required payment of principal or premium, if any; and *provided* *further*, the “**Record Date**” for any interest, principal, or premium, if any, payable on the Stated Maturity of the Notes shall be the immediately preceding March 13. If any Interest Payment Date, Stated Maturity or other payment date with respect to the Notes is not a Business Day, the required payment of principal, premium, if any, or interest shall be due on the next succeeding Business Day as if made on the date that such payment was due, and no interest shall accrue on that payment for the period from and after that Interest Payment Date, Stated Maturity or other payment date, as the case may be, to the date of that payment on the next succeeding Business Day.
Supporting evidence: WHEREAS, the Company has duly authorized the execution and delivery, and desires and has requested the Trustee to join it in the execution and delivery, of this Supplemental Indenture in order to establish and provide for the issuance by the Company of a Series of Securities designated as its 3.300% Senior Notes due 2024 (the “**Notes**”), on the terms set forth herein;
Supporting evidence: WHEREAS, the Company has duly authorized the execution and delivery, and desires and has requested the Trustee to join it in the execution and delivery, of this Supplemental Indenture in order to establish and provide for the issuance by the Company of a Series of Securities designated as its 3.300% Senior Notes due 2024 (the “**Notes**”), on the terms set forth herein;