Item 8.01. Other Events.
On July 15, 2019, GameStop Corp. (the Company) issued a press release announcing the final results of its modified Dutch auction
tender offer (the Tender Offer), which expired at 5:00 p.m., New York City time, on July 10, 2019.
In accordance with the terms and
conditions of the Tender Offer and based on the final count by Computershare Trust Company, N.A., the depositary for the Tender Offer (the Depositary), the Company accepted for payment, at a purchase price of $5.20 per share, a total of
12,000,000 shares properly tendered at the purchase price and not properly withdrawn before the expiration date, at an aggregate cost of $62,400,000, excluding fees and expenses relating to the Tender Offer. The Company accepted the shares on a pro
rata basis, except for tenders of odd lots, which were accepted in full, and conditional tenders that were automatically regarded as withdrawn because the condition of the tender was not met, and has been informed by the Depositary that
the final proration factor for the Tender Offer is 43.14%. The shares purchased represent approximately 11.72% of the Companys Class A common stock issued and outstanding as of July 10, 2019.
The Depositary will promptly pay for all shares accepted for payment pursuant to the Tender Offer, and will return to the tendering shareholders all other
shares tendered and not purchased.
A copy of the press release was filed as
Exhibit
(a)(5)(C) to Amendment No. 4 to the Companys Tender Offer Statement on Schedule TO filed on July 15, 2019
and is incorporated herein by reference.
This report is neither an offer to purchase or sell nor a solicitation of an offer to sell or buy any securities of the Company. The Tender Offer was made
solely on the terms and subject to the conditions set forth in the Companys Offer to Purchase, dated June 11, 2019 and the related letter of transmittal, both of which documents are filed as exhibits to the Companys Tender Offer
Statement on Schedule TO, originally filed on June 11, 2019, under the Securities Exchange Act of 1934, as amended.