UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15 (d) of the
Securities
Exchange Act of 1934
Date
of
Report (Date of earliest event reported): November
16, 2007
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TAKE-TWO
INTERACTIVE SOFTWARE, INC.
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(Exact
name of registrant as specified in its
charter)
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Delaware
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0-29230
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51-0350842
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(State
or Other
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(Commission
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(IRS
Employer
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Jurisdiction
of
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File
Number)
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Identification
No.)
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Incorporation)
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622
Broadway, New York, NY
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10012
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code (646)
536-2842
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Not
Applicable
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(Former
Name or Former Address, if Changed Since Last
Report)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM
2.03.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
On
November 16, 2007, Take-Two Interactive Software, Inc. (the “Company”),
a
Delaware corporation, together with certain of its direct and indirect
subsidiaries (together with the Company, collectively, the “Borrower”),
entered into an Amended and Restated Credit Agreement dated as of November
16,
2007 (the “Credit
Agreement”),
with
Wells Fargo Foothill, Inc., as arranger and administrative agent, and lenders
party thereto from time to time. The Credit Agreement amends and restates the
existing credit agreement dated July 3, 2007 (the “Existing
Credit Agreement”)
and
increases the principal amount of the revolving credit facility from
$100,000,000 to $140,000,000.
The
Credit Agreement provides for a revolving credit facility (inclusive of a
swingline facility and the UK Subfacility (as defined below)) in an amount
equal
to the lesser of (a) the aggregate principal amount of $140,000,000 and (b)
the
borrowing base (the “Credit
Facility”).
The
U.S. borrowing base, as of any date of determination, shall consist of the
sum
of 85% of U.S. eligible accounts receivable (net of certain reserves),
plus
the
lesser of 65% of U.S. eligible inventory and $50,000,000, plus
$40,000,000, less
certain
reserves, less
amounts
borrowed under the UK Subfacility (as defined below). The Credit Facility
includes a subfacility which is available to the Company’s indirect subsidiary,
Take-Two GB Limited, which is organized under the laws of England and Wales,
in
an amount equal to the lesser of (a) the principal amount of $25,000,000
and (b) the U.K. borrowing base (the “UK
Subfacility”).
The
U.K. borrowing base consists of the sum of 85% of U.K. eligible accounts
receivable (net of certain reserves), plus
the
lesser of 50% of U.K. eligible inventory and $4,000,000, less
certain
reserves. The Credit Facility matures on July 3, 2012.
The
Credit Facility is guaranteed by each direct and indirect domestic subsidiary
of
the Company and secured by substantially all of the assets of the Borrower
and
each such subsidiary (including a pledge of equity interests by the Company
held
in certain direct foreign subsidiaries in an amount not to exceed 65% of the
equity interests thereof), pursuant to a reaffirmation agreement, dated as
of
November 16, 2007, entered into by the Borrower and each such subsidiary, which
reaffirms the security agreement and other loan documents entered into in
connection with the Existing Credit Agreement.
The
UK
Subfacility is guaranteed by the Borrower, each direct and indirect subsidiary
of the Company organized in the United Kingdom and Switzerland (the
“UK
Subsidiaries”),
and
the direct and indirect domestic subsidiaries of the Company. In addition,
the
UK Subfacility is secured by substantially all of the assets of the Borrower
and
such subsidiaries. In connection with the Credit Agreement, the UK Subsidiaries
entered into a Supplement to Security Agreement, dated as of November 16, 2007,
together with certain other agreements required pursuant to the Credit
Agreement.
The
proceeds of the revolving loans will be used for (a) payment of certain
transactional fees and expenses incurred in connection with the Credit Agreement
and (b) to fund working capital requirements, capital expenditures, and other
general corporate expenditures.
The
Credit Facility will bear interest at a margin of (a) 1.00% to 1.25% above
a certain base rate, or (b) 2.25% to 2.50% above the LIBOR Rate, which margins
are subject to the achievement of certain levels of a 30-day average liquidity
amount by the Company and its subsidiaries, as reported pursuant to the delivery
of periodic compliance certificates.
The
Credit Agreement includes, among other terms and conditions, limitations on
the
Company and each of its subsidiaries’ ability to: create, incur, assume or be
liable for indebtedness (other than certain types of permitted indebtedness);
dispose of assets outside the ordinary course (subject to certain exceptions);
acquire, merge or consolidate with or into another person or entity (other
than
certain types of permitted acquisitions); create, incur or allow any lien on
any
of its property (except for certain permitted liens); make investments (other
than certain types of investments); or pay dividends or make distributions
(each
subject to certain limitations). In addition, the Credit Agreement provides
for
certain events of default such as nonpayment of principal and interest when
due
thereunder, breaches of representations and warranties, noncompliance with
covenants, acts of insolvency, default on indebtedness held by third parties
and
default on certain material contracts (subject to certain limitations and cure
periods).
The
Credit Agreement also contains a requirement that the Company and its
subsidiaries comply with an interest coverage ratio, from and after January
31,
2008, to the extent the 30-day average liquidity (including availability under
the Credit Facility) of the Company and its subsidiaries shall be less than
$30,000,000.
This
description of the Credit Agreement and the Supplement to Security Agreement
are
qualified in their entirety by reference to the Credit Agreement and the
Supplement to Security Agreement, which are filed as Exhibits 99.1 and 99.2,
respectively to this report.
ITEM
9.01.
[Financial
Statements] and Exhibits.
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99.1
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Amended
and Restated Credit Agreement dated as of November 16, 2007, by and
among
Take-Two Interactive Software, Inc. and each of its Subsidiaries
identified on the signature pages thereto as Borrowers, each of its
Subsidiaries identified on the signature pages thereto as Guarantors,
the
Lenders that are signatory thereto and Wells Fargo Foothill, Inc.,
as the
arranger and administrative agent.
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Supplement
to Security Agreement dated as of November 16, 2007, made by each
of the
grantors listed on the signature pages thereof and Wells Fargo Foothill,
Inc. in its capacity as administrative agent for the Lender Group
and the
Bank Product Providers.
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Press
Release dated November 20, 2007.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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TAKE-TWO
INTERACTIVE SOFTWARE, INC.
(Registrant)
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| Date: November
20, 2007 |
By: |
/s/ Daniel
P.
Emerson |
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Name:
Daniel P. Emerson
Title:
Secretary and Associate General Counsel
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