GameStop Announces Expiration and Final Results of the Exchange Offer and Consent Solicitation
July 02 2020 - 6:45AM
GameStop Corp. (NYSE: GME) (“GameStop” or the “Company”) today
announced the expiration and final results for 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 (the “Proposed Amendments”) to the indenture
governing the Existing Notes.
According to information provided by D.F. King
& Co., Inc., the information agent for the Exchange Offer and
the Consent Solicitation, the aggregate principal amount of the
Existing Notes (as defined below) that were validly tendered and
not validly withdrawn as of 11:59 p.m., New York City time, on July
1, 2020 (the Expiration Date of the Exchange Offer) was
$216,422,000, or 52.20% of the outstanding aggregate principal
amount of Existing Notes.
The settlement date of the Exchange Offer is
expected to be July 6, 2020. On the settlement date, approximately
$216,422,000 of New Notes are expected to be issued. As previously
disclosed, the Company has received consents sufficient to approve
the Proposed Amendments to the indenture governing the Existing
Notes, and the Company and the trustee for the Existing Notes
entered into a supplemental indenture, dated as of June 16, 2020,
that gives effect to the Proposed Amendments. Such amendments to
the indenture governing the Existing Notes will become operative
upon the consummation of the Exchange Offer.
Available Documents and Other
DetailsThe complete terms and conditions of the Exchange
Offer and Consent Solicitation are set forth in the offering
memorandum and consent solicitation statement, as amended (the
“Offering Memorandum”). 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: 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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