GameStop Announces Receipt of the Requisite Consents for the Exchange Offer and Consent Solicitation and the Extension of the...
June 18 2020 - 7:07AM
GameStop Corp. (NYSE: GME) (“GameStop” or the “Company”) today
announced that, as reported by D.F. King & Co., Inc., the
information agent for the Exchange Offer and the Consent
Solicitation (as defined below), the aggregate principal amount of
the Existing Notes (as defined below) that were validly
tendered and not validly withdrawn as of 5:00 p.m., New York City
time, on June 17, 2020 was $208,773,000, or 50.36%, of the
outstanding aggregate principal amount of Existing Notes. Pursuant
to the terms of the Exchange Offer and Consent Solicitation , the
withdrawal deadline has passed and, accordingly, Existing Notes
validly tendered in the Exchange Offer may no longer be withdrawn,
except in limited circumstances where additional withdrawal rights
are required by law. As a result of the receipt of the Requisite
Consents (as defined in the Offering Memorandum), on June 17, 2020,
the Company entered into a supplemental indenture that gives effect
to the Proposed Amendments (as defined in the Offering Memorandum)
for the Existing Notes, and the Proposed Amendments will become
operative on the settlement date for the Exchange Offer (as defined
below).
Additionally, the Company announced that it has
extended the date by which tenders must be delivered (the “Early
Tender Date”) in order to receive the Early Exchange Consideration
(as defined in the Offering Memorandum referred to below) in its
previously announced offer to exchange (the “Exchange Offer”) any
and all of its outstanding $414,600,000 aggregate principal amount
of 6.75% Senior Notes due 2021 (the “Existing Notes”) for newly
issued 10.00% Senior Secured Notes due 2023 (the “New Notes”) and
related solicitation of consents (the “Consent Solicitation”) to
certain Proposed Amendments to the indenture governing the Existing
Notes. The Exchange Offer and Consent Solicitation are being made
upon the terms, and are subject to the conditions set forth in, the
Offering Memorandum and Consent Solicitation Statement dated June
4, 2020 all of which remain unchanged except as provided herein
(the “Offering Memorandum”).
The Early Tender Date was previously 5:00 p.m.,
New York City time, on June 17, 2020 and will now be extended to
11:59 p.m. on July 1, 2020 (the “Expiration Date”), unless extended
or the Exchange Offer is otherwise terminated by the Company. All
references to the Early Tender Date in the Offering Memorandum are
hereby amended such that the Early Tender Date will be the same
date and time as the Expiration Date. Accordingly, eligible holders
that tender their Existing Notes prior to the Expiration Date will
be eligible to receive the Early Exchange Consideration.
The Expiration Date may be extended at the sole
discretion of the Company and the consummation of the Exchange
Offer is subject to customary conditions described in the Offering
Memorandum.Available Documents and Other
DetailsOnly holders of Existing Notes who complete and
return an eligibility form confirming that they are either a
“qualified institutional buyer” under Rule 144A or a non-U.S.
person under Regulation S who is a “non-U.S. qualified offeree” (as
defined in the eligibility form) for purposes of applicable
securities laws are eligible to participate in the Exchange Offer
and Consent Solicitation. Non-U.S. persons may also be subject to
additional eligibility criteria. Persons who are not eligible
holders may not participate in the Exchange Offer or the Consent
Solicitation. Noteholders who desire to complete an eligibility
form should either visit the website for this purpose
at www.dfking.com/gamestop or request
instructions by sending an e-mail
to gamestop@dfking.com or calling D.F.
King & Co., Inc., the information agent for the Exchange Offer
and Consent Solicitation, at 866-829-0135.The complete terms and
conditions of the Exchange Offer and Consent Solicitation are set
forth in the Offering Memorandum (as amended hereby). This press
release is for informational purposes only and is neither an offer
to sell nor a solicitation of an offer to participate in the
Exchange Offer or purchase the New Notes nor a solicitation of any
consents in the Consent Solicitation. The Exchange Offer and
Consent Solicitation are only being made pursuant to, and this
press release is qualified by reference to, the Offering
Memorandum. The Exchange Offer is not being made to holders of
Existing Notes in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction.The New Notes will not
be registered under the Securities Act of 1933, as amended (the
“Securities Act”), or any other applicable securities laws and,
unless so registered, the New Notes may not be offered, sold,
pledged or otherwise transferred within the United States or to or
for the account of any U.S. person, except pursuant to an exemption
from the registration requirements thereof.The Exchange and
Information Agent for the Exchange Offer and Consent Solicitation
is D.F. King & Co., Inc. and can be contacted by calling
866-829-0135 or
emailing gamestop@dfking.com.Cautionary
Statement Regarding Forward-Looking Statements - Safe
Harbor
This press release contains forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Such statements are based upon management’s
current beliefs, views, estimates and expectations, including as to
the Company’s industry, business strategy, goals and expectations
concerning its market position, future operations, margins,
profitability, capital expenditures, liquidity and capital
resources and other financial and operating information, including
expectations as to future operating profit improvement. Such
statements include without limitation those about the Company’s
financial results, expectations and other statements that are not
historical facts. Forward-looking statements are subject to
significant risks and uncertainties and actual developments,
business decisions and results may differ materially from those
reflected or described in the forward-looking statements. The
following factors, among others, could cause actual results to
differ materially from those reflected or described in the
forward-looking statements: the results of the Exchange Offer,
macroeconomic pressures, including the effects of COVID-19 on
consumer spending; the impact of the COVID-19 pandemic on the
Company’s business and financial results; the economic, social and
political conditions or civil unrest in the U.S. and certain
international markets; the cyclicality of the video game industry;
the Company’s dependence on the timely delivery of new and
innovative products from its vendors; the impact of technological
advances in the video game industry and related changes in consumer
behavior on the Company’s sales; the Company’s ability to keep pace
with changing industry technology and consumer preferences; the
impact of international crises and trade restrictions and tariffs
on the delivery of the Company’s products; the Company’s ability to
obtain favorable terms from its suppliers; the international nature
of the Company’s business; the Company’s dependence on sales during
the holiday selling season; fluctuations in the Company’s results
of operations from quarter to quarter; the Company’s ability to
de-densify its global store base; the Company’s ability to renew or
enter into new leases on favorable terms; the competitive nature of
the Company’s industry; the Company’s ability to attract and retain
executive officers and key personnel; the adequacy of the Company’s
management information systems; the Company’s reliance on
centralized facilities for refurbishment of its pre-owned products;
the Company’s ability to react to trends in pop culture with regard
to its sales of collectibles and our dependence on licensed
products for a substantial portion of such sales; the Company’s
ability to maintain security of its customer, employee or company
information; potential harm to the Company’s reputation; the
Company’s ability to maintain effective control over financial
reporting; the Company’s vendors’ ability to provide marketing and
merchandise support at historical levels; restrictions on the
Company’s ability to purchase and sell pre-owned video games;
potential decrease in popularity of certain types of video games;
changes in the Company’s global tax rate; potential future
litigation and other legal proceedings; changes in accounting rules
and regulations; and the Company’s ability to comply with federal,
state, local and international law. Additional factors that could
cause our results to differ materially from those reflected or
described in the forward-looking statements can be found in
GameStop’s Annual Report on Form 10-K for the fiscal year ended
February 1, 2020, the subsection entitled “Risks Related to Our
Business” of Item 1A of which has been amended and restated in
GameStop’s Current Report on Form 8-K filed as of June 5, 2020 and
our other filings made from time to time with the SEC and available
at the SEC’s Internet site at http://www.sec.gov or
http://investor.GameStop.com. Forward-looking statements contained
in this release speak only as of the date of this release. The
Company undertakes no obligation to publicly update any
forward-looking statement, whether as a result of new information,
future developments or otherwise, except as may be required by any
applicable securities laws.
Contact:GameStop Corp. Investor
Relations(817) 424-2001investorrelations@gamestop.com
About GameStop
GameStop Corp., a Fortune 500 company
headquartered in Grapevine, Texas, is the world’s largest video
game retailer, operates approximately 5,300 stores across 14
countries, and offers the best selection of new and pre-owned video
gaming consoles, accessories and video game titles, in both
physical and digital formats. GameStop also offers fans a wide
variety of POP! vinyl figures, collectibles, board games and more.
Through GameStop’s unique buy-sell-trade program, gamers can trade
in video game consoles, games, and accessories, as well as consumer
electronics for cash or in-store credit. The company’s consumer
product network also includes www.gamestop.com and Game
Informer® magazine, the world’s leading print and digital video
game publication. General information about GameStop Corp. can be
obtained at the Company’s corporate website.
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