Take-Two Interactive

Take-Two Interactive Software, Inc. is an American video game holding company based in New York City. The company owns two major publishing labels, Rockstar Games, and 2K, itself composed of two divisions: 2K Games and 2K Sports, all of which own and operate various game development studios. Take-Two's portfolio includes numerous successful video game series across personal computer and video game consoles, including BioShock, Borderlands, Civilization, Grand Theft Auto, NBA 2K, Red Dead, and XCOM. As of March 2018, it is the third-largest publicly traded game company in the Americas and Europe after Activision Blizzard and Electronic Arts, with an estimated market cap of US$13 billion.

Take-Two was founded by Ryan Brant in September 1993, looking to become a major publisher in the video game area. The company went public in April 1997, and later acquired the publisher and developer behind Grand Theft Auto, through which it formed Rockstar Games and Rockstar North, respectively and also leading to their long-standing "label" structure. From 2003 to 2005, the company fell under investigation by the Security and Exchange Commission related to corporate and personal financial fraud after going public that led to Brant resigning by 2006 alongside the departures of other former executives and board members. As a result of this mismanagement, the company's majority shareholders led a takeover of Take-Two in March 2007, replacing them with Strauss Zelnick as the new Chairman and CEO. Take-Two subsequently rejected a US$1.9 billion buy-out from Electronic Arts in 2008. Since then, the company has continued to grow through acquisitions and creation of new studios. More recently, Take-Two created the label Private Division to support publishing from independent developers, and acquired the developer Social Point to establish itself in the mobile game market. The company also owns 50% of professional esports organization NBA 2K League.

1993–2000: Formation and initial growth
Take-Two Interactive was founded on September 30, 1993, by Ryan Brant, the son of Interview co-owner Peter Brant. While Brant had worked for his father on business matters for Interview, he wanted to forge his own path, deciding to create a video game publishing company. Brant stated "I wanted to get into a business where I could raise capital as a younger guy. In technology people expect you to be a younger person." An initial US$1.5 million in funding was established from family and private investors to launch the company.

Take-Two found its first major success within games that included full motion video with well-known live actors performing the parts, following the success that Mechadeus had with The Daedalus Encounter which featured Tia Carrere. Take-Two hired Dennis Hopper, among others, to star in parts for Hell: A Cyberpunk Thriller (1994), which sold over 300,000 copies over the following year and established profit for the company. This was followed by Ripper (1996), of which US$625,000 of its US$2.5 million budget was used to hire actors such as Christopher Walken, Karen Allen, and Burgess Meredith. The success of both these games, as well as earlier titles, led to a publishing agreement between Take-Two and Acclaim Entertainment to publish Take-Two's titles, as well as obtaining overseas distribution. Take-Two also secured a license with Sony Computer Entertainment to publish on the PlayStation line of consoles.

Around 1996, the company was making about US$10 million, but Brant wanted to further expand the company, and made its first acquisition of Mission Studios and publishing its JetFighter III game in 1996. Brant decided to secure additional funds for acquisition by taking the company public. The company completed its initial public offering (IPO) on April 15, 1997, being listed under the ticker symbol TTWO on the NASDAQ stock exchange. From the IPO, the company gained about US$6.5 million along with US$4 million on venture fund promissory notes. The additional funds allowed Take-Two to acquire GameTek's European operations, their interal Alternative Reality Technology studio, which included GameTek Canada (later renamed Rockstar Toronto), and the distribution rights to GameTek's Dark Colony, Jeopardy! and Wheel of Fortune games. Additionally, the company acquired Inventory Management Systems, Creative Alliance Group, and Alliance Inventory Management, three video game distribution companies that would help extend Take-Two's reach into the retail market.

In March 1998, Take-Two acquired BMG Interactive, the dormant video game publishing division of BMG Entertainment, for 1.85 million shares (16% of Take-Two's common stock), worth about US$14.2 million. In the previous year, the United Kingdom-based DMA Design and BMG Entertainment had just released Grand Theft Auto, and while it financially performed well but was not a critical success in Europe, it had sparked controversy over the use of violence in video games, with United States Senator Joe Lieberman speaking out strongly against it. Seeing the opportunity to capture attention on the game, Brant had initiated the acquisition of BMG as to acquire the Grand Theft Auto property, and at the same time, contacted BMG's Sam and Dan Houser (both instrumental to getting Grand Theft Auto to market), Terry Donovan, and Jamie King to found a new label within Take-Two, called Rockstar Games for which to develop more titles like it. Electronic Arts' (EA) 2008 CEO, John Riccitiello, stated that, with the establishing of Rockstar, Take-Two effectively invented the "label" corporate structure, which EA would follow into in 2008. With the rights to Grand Theft Auto, Take-Two expanded its publication into North America, and the game became Take-Two's first finanicial success with over 1.5 million copies sold.

Take-Two also began taking on distribution capabilities, acquiring various distribution firms such as DirectSoft Australia for the Oceania market. Notably, in August 1998, Take-Two acquired Jack of All Games, an America game distributor, for about US$16.8 million. Take-Two subsequently bundled many of its existing and future distribution outlets under the Jack of All Games brand.

In 1999, Take-Two acquired DMA Design (which ultimately would be renamed Rockstar North), and invested into Gathering of Developers and Bungie (eventually transferred over to Microsoft Game Studios).

2001–2006: Further acquisitions and regulatory investigations
With Rockstar, Take-Two invested into developments of sequels to Grand Theft Auto, including Grand Theft Auto 2 (1999), and Grand Theft Auto III (2001) along with spin-outs, Grand Theft Auto: Vice City (2003) and Grand Theft Auto: San Andreas (2004). By 2003, Take-Two had revenues exceeding US$1 billion. In 2004, Take-Two paid US$22.3 million to Infogrames for the rights to the Civilization series.

In 2005, Take-Two began a host of acquisitions, spending more than US$80 million buying game developers. One of its largest acquisitions was for the development studios Visual Concepts and Kush Games from Sega for about US$32 million in January 2005. Both studios had been extensively behind several sports simulation games, branded through ESPN, and typically released updated versions each year, using a 2K brand to differentiate versions (such as ESPN NFL 2K5). In 2004, Take-Two had struct a deal with Sega to help publish these titles. Just prior to Take-Two's acquisition, Electronic Arts announced it had secured the exclusive rights to create video games based on the National Football League (NFL) and a fifteen-year branding deal with EPSN, effectively killing Visual Concepts' own NFL title and devaluing their others games. This decision led Sega to abandon the sports-game market. Take-Two acquired these studios and unique branding (including the 2K brand), as well as negotiated for exclusive rights with Major League Baseball for video games. A day after announcing these acquisitions, Take-Two established their 2K Games publishing label to maintain the 2K brand, moving several planned games from their budget software label, Global Star, to 2K Games. Take-Two also established the 2K Sports operating within 2K Games to focus primarily on sports games. Take-Two further realigned the other existing internal studios — Indie Built, Venom Games, PopTop Software and Frog City Software, and Take-Two Licensing — within this new structure.

After the formation of 2K Games, Take-Two completed other major acquisitions. Firaxis Games was acquired in November 2005 for around US$27 million; Take-Two had already supported the studio by using their acquisition of the Civilization license to support publishing of Civilization IV. Irrational Games was acquired around January 2006 for about US$10 million, including both its Boston and its Canberra studio. At the time Irrational had already established a publishing deal with Take-Two for their upcoming BioShock game. With the deal, Irrational became part of the 2K Games label. It also acquired PAM Development from the Gaia Capital Group for US$11.4 million, giving them access to the Top Spin series of tennis games.

However, during this period, the U.S. Securities and Exchange Commission (SEC) had begun examining Take-Two's business records, based on complaints filed from 2001 that Take-Two's earnings did not seem to match figures of game sales reported by NPD Group. The SEC's formal complaint found the company had purported sold product to distributors as a "parking transaction" for a quarter, as to artificially increase their revenues for investors, which it estimated was a US$60 million fraud. After SEC's issuance of the complaint in 2005, Take-Take agreed to pay the US$7.5 million fine, along with Brant and other executives paying fines totaling around US$6.4 million. However, prior to that, Brant had already stepped down as CEO to remain as chairman through 2004, after which he became Vice President of Production, as he had been barred by the SEC from serving as an officer or director of a publicly traded company. Brant ultimately resigned from the company in October 2006, following a four-month disability leave due to a bad back.

A separate investigation by the SEC found further issues with Brant and two other executives of the company in 2007. In an industry-wide sweep against options backdating (receiving shares when they are priced high but backdating their ownership to when they were priced low), the SEC had found Brant had received backdating options of over 2.1 million shares, though he had excised all options upon his 2006 resignation. Brant pleaded guilty to falsifying business records, but agreed to cooperate with the SEC and instead of receiving up to four years in prison, was fined US$7.3 million and barred from holding any "control management positions" in a publicly traded company.

Further troubling Take-Two during this period was criticism and legal actions taken against the Hot Coffee mod, a user-made modification to Grand Theft Auto: San Andres that unlocked a hidden graphic sex scene that was built into the game, with concerned politicians and consumers stating the scene belied the game's ESRB content rating. Among actions taken against Take-Two included an investigation by the Federal Trade Commission for deceptive advertising, to which Take-Two and Rockstar settled in 2006 on fines for any future violations of content ratings. Take-Two completed a US$20.1 million settlement related to class-action lawsuits filed against it in 2005 over the Hot Coffee mod, as well as to a class-action lawsuit brought by shareholders over the options backdating fraud, in September 2009.

2007–2008: Shareholder takeover and attempted buy-out
A fire had damaged part of the Take-Two headquarters building in New York in 2006. In early January 2007, Take-Two relocated the headquarters for 2K Games and 2K Sports to Novato, California to 65,000 square feet of space at Hamilton Landing, an office park that had repurposed the former hanger structures from the Hamilton Army Airfield. Later that year in September, Take-Two established a partnership with Nickelodeon and launched a new label, 2K Play, designed for publishing of family-friendly titles alongside 2K Games and 2K Sports, absorbing the remaining publishing duties of the Global Star label. In December 2007, Take-Two established 2K Marin (named after Marin County, where Novato is located) and expanded its presence at Hamilton Landing.

Due to the various SEC investigations and the Hot Coffee controversy, investors in Take-Two discussed the possibility to taking over the company at its next board meeting in March 2007, as to oust the company's current management. There was also issues with Take-Two failing to make its revenue targets, having lost US$163.3 million in 2006. The investors, OppenheimerFunds Inc., S.A.C. Capital Management, Tudor Investment Corp., D.E. Shaw Valence Portfolios and ZelnickMedia, held 46% of the company's stock at this point, and were looking to put ZelnickMedia's Strauss Zelnick as the chairman of the board while outing long-standing management and board members. Industry analyst Michael Pachter stated that a takeover would be best for Take-Two, as the present management "completely abdicated any responsibility for the oversight of the options-granting policy. A more responsible board would have committed hari-kari." The current CEO, Paul Eibeler, who had replaced Brant after his resignation, had tried to find a buyer for Take-Two after the investors filed their intent with the SEC, among which included EA, but could not negotiate a sale before the meeting. The takeover was successfully agreed to by stockholders on March 29, 2007, with Zelnick naming Ben Feder, a partner at ZelnickMedia, as the new CEO. , Strauss Zelnick is the single largest shareholder by voting power.

The company announced a major restructuring in mid-2007, following the takeover. With the move of the 2K labels to Novato, the executive, management, distribution and sales areas were evaluated to align these by business discipline rather than geography. Subsequently, the company let go about 5 to 15% of its approximately 2100 employees, closed down some of its European offices and centralizing these in its Geneva location, and looked to get out of the distribution market by looking for buyers of Jack of All Games.

In mid-February 2008, EA made a US$25-per-share all-cash transaction offer worth around US$1.9 billion to the board of Take-Two, subsequently revising it to US$26 per share after being rejected and making the offer known to the public. At the time, Take-Two's stock was valued around US$10 per share. EA CEO John Riccitiello said that EA had previous considered a deal for Take-Two in the previous year when they were approached by Eibeler, however, with Activision's acquisition of Vivendi Games in December 2007, EA was looking resecure itself as one of the top video game publishers with the acquisition of Take-Two. While Take-Two had been discussing the potential of a buyout to a large media company after the shareholder takeover, Zelnick and the board rejected the offer, with Zelnick stating "We didn't slam the door, we just said look, the price is not right and the time is wrong". Take-Two offered to discuss the offer after Grand Theft Auto IV release on April 29, 2008, which many considered to be the lucrative property that EA desired. An acquisition would have ended EA's main competition in sports video games. EA continued to extend its bid offer throughout 2008, but by September 2008, EA decided to back away and let the offer expire, as Take-Two continued to call EA's cash offer as inadequate.

2008–present: Continued growth
Since the investor takeover in 2007, Take-Two has maintained its growth in the video game industry.

In September 2008, Take-Two established an outsourcing agreement with Ditan Distribution LLC, at the time owned by Cinram, a Canadian manufacturer of optical media. Through the agreement, Take-Two offloaded all publishing duties from Jack of All Games to Ditan, while establishing the means for Jack of All Games to license and distribute third-party titles. Subsequently, in December 2009, Take-Two sold Jack of All Games to Synnex for about US$43 million, leaving the distribution market and focusing solely on development and publishing.

In 2010, Ben Feder stepped down as CEO, and was replaced by Zelnick, who currently remains the company's CEO.

In January 2013, while being dissolved, THQ sold the rights of the WWE wrestling games series to Take-Two. Subsequently, 2K Sports has published annual WWE 2K games as part of its lineup.

Around 2013, Take-Two began to repurchase about 7.5 million outstanding shares of the company (about 10%), based on the company's projections that it would remain profitable over the next several years. As part of this, the company bought back around 12 million shares owned by Carl Icahn, about 11% of the total shares, for about US$203 million. Icahn had been seen as favoring selling the company to a buyer. This subsequently led to three board members who had been recommend on the board by Icahn to resign. The move to buy back shares was seen by analysts of the company's assurance in Grand Theft Auto V, which was released in September 2013. Grand Theft Auto V has since sold nearly 100 million units by 2018, making it one of the most successful video games ever and bringing an estimated US$6 billion to Take-Two, increasing its stock value by more than 600%.

On December 2013, former Marvel editor-in-chief Bill Jemas announced that he had joined Take-Two to start a "graphic fiction imprint". The imprint, Double Take Comics, was launched in October 2014, but ultimately was not successful and was shuttered in November 2016.

Take-Two had invested into mobile-game developer Scopely in July 2016. On February 1, 2017, the company acquired social and mobile game developer Social Point for about US$250 million to enter into the mobile gaming industry.

In that same month, Take-Two and the National Basketball Association (NBA) announced a partnership to create the NBA 2K League, a profession eSports league based on the NBA 2K games, and the first eSports league to be managed by a professional sports league. Teams for the League are to be partially sponsored by existing NBA teams, so that there would be eSports equivalent teams for each of the thirty professional NBA teams. The inaugural season is planned to launch in May 2018.

On May 31, 2017, Take-Two Interactive acquired Kerbal Space Program. Later, Take-Two announced the formation of its Private Division publishing label on December 14, 2017. Private Division was established to fund and publish games by mid-size independent development studios, such as Kerbal Space Program, and had four planned games from separate studios at its launch.

The company completed its move of its New York headquarters from NoHo to more than 61,000 square feet of space in Bryant Park in early 2018. According to Dan Houser, Rockstar Games required to expand in the two companies' shared headquarters and thus asked the Take-Two executives to move. On March 8, 2018, Strauss Zelnick, the CEO and Chairman of Take-Two Interactive, attended a White House meeting held by the 45th President of the United States, Donald J. Trump, along with various other attendees involved with the video game industry, and members of Congress, to discuss video game violence in the wake of the Stoneman Douglas High School shooting.

On March 9, 2018, S&P Global announced the addition of Take-Two Interactive to the S&P 500, joining two other major video game publishers EA and Activision Blizzard.

Similar to the situation in 2013, Take-Two started buying back around US$308 million of its stock (estimated to be about 2.5% of the outstanding stock), predicated on similar expectations that Red Dead Redemption 2, to be released in October 2018, would similarly boost the company's profits as Grand Theft Auto V had done.

Company structure
Take-Two's executive offices and worldwide headquarters are located in New York City. The company runs its European operations from Windsor, England and its Asian operations from Singapore. , Take-Two's primary business is through two self-owned publishing labels. One label is Rockstar Games, also located in New York City, and is specialised on development and publication of action-adventure games such as Grand Theft Auto. The other label is 2K, headquartered in Novato, California, and is composed of its divisions 2K Games, 2K Sports, and 2K Play. The 2K Sports division handles the development and publication of Take-Two's sports simulation games, such as the NBA 2K series. 2K Play covers family-friendly and children's video games produced by Take-Two's studios. 2K Games handles nearly all other production from Take-Two's internal development studios as well as titles from selected third-parties (such as the Borderlands series developed by Gearbox Software).

Separately, Take-Two owns Private Division, a label designed to help publish and market games from mid-sized independent developers, such as Squad's Kerbal Space Program. Finally, Take-Two owns Social Point, a developer for the mobile game market. With this structure been in place since 1997–1998, each labels are incorporated principal operating businesses and have a higher degree of autonomy and each with their own infrastructure and resources, management, and profit and loss strategies.

Take-Two has divested itself of its older manufacturing and distribution operations in favor of digital publication and third-party retail distribution. Since 2016, around half of the company's revenues are from digital distribution, whether from digital sales of games through personal computer or consoles, or through video game monetization of its computer, console, and mobile titles.

Other holdings
Take-Two equally shares control of the NBA 2K League, a competitive esports league based on its NBA 2K series, along with the National Basketball Association.

The company currently has an undisclosed minority interest in Scopely. It had previously held 19.9% interest in Bungie, which it turned over to Microsoft Game Studios on their acquisition in 2000, in exchange receiving the rights to Bungie's Myth, Oni, and two other games based on the Halo engine. Take-Two also had a 2.3% interest in Twitch.tv, which was bought out upon the service's acquisition by Amazon in 2014, receiving US$22 million from the sale.