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Press release from Business Wire

Take-Two Interactive Software, Inc. Announces Proposed Private Offering of $200 Million of Convertible Senior Notes

Thursday, November 10, 2011

Take-Two Interactive Software, Inc. Announces Proposed Private Offering of $200 Million of Convertible Senior Notes07:00 EST Thursday, November 10, 2011 NEW YORK (Business Wire) -- Take-Two Interactive Software, Inc. (NASDAQ: TTWO) (the “Company”) today announced that, subject to market and other conditions, it intends to offer $200 million of convertible senior notes due 2016. The Company also expects to grant the initial purchasers an option to purchase up to $30 million of additional notes to cover over-allotments. Prior to June 1, 2016, 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 interest rate, conversion price and other terms will be determined by negotiations between the Company and the initial purchasers. 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. The net proceeds from the sale of the notes will be used for general corporate purposes, which may include acquisitions and other strategic investments. The offering will be made by means of an offering memorandum to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The notes and the shares of common stock issuable upon conversion of the notes have not been registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemptions from the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities. Cautionary Note Regarding Forward-Looking Statements The statements contained herein which are not historical facts are considered forward-looking statements under federal securities laws and may be identified by words such as "anticipates," "believes," "estimates," "expects," "intends," "plans," "potential," "predicts," "projects," "seeks," "will," or words of similar meaning and include, but are not limited to, statements regarding the outlook for the Company's future business and financial performance. Such forward-looking statements are based on the current beliefs of our management as well as assumptions made by and information currently available to them, which are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Actual outcomes and results may vary materially from these forward-looking statements based on a variety of risks and uncertainties including: our dependence on key management and product development personnel, our dependence on our Grand Theft Auto products and our ability to develop other hit titles for current generation platforms, the timely release and significant market acceptance of our games, the ability to maintain acceptable pricing levels on our games, our ability to raise capital if needed and risks associated with international operations. Other important factors and information are contained in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2011, in the section entitled "Risk Factors," and the Company's other periodic filings with the SEC. All forward-looking statements are qualified by these cautionary statements and apply only as of the date they are made. The Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise. Take-Two Interactive Software, Inc.Investor Relations:Henry A. Diamond, 646-536-3005Senior Vice PresidentInvestor Relations & Corporate CommunicationsHenry.Diamond@take2games.comorCorporate Press:Alan Lewis, 646-536-2983Vice PresidentCorporate Communications & Public