Item 8.01 Other Events.
On June 18, 2020, GameStop Corp. (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 $414.6 million 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 (as defined in the Offering Memorandum) to the indenture governing
the Existing Notes. 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., New York
City time, on July 1, 2020 (the "Expiration Date"), unless extended or the
Exchange Offer is otherwise terminated by the Company. Accordingly, eligible
holders that tender their Existing Notes prior to the Expiration Date will be
eligible to receive the Early Exchange Consideration.
In addition, the Company announced the early tender results of the Exchange
Offer and Consent Solicitation. Based on the principal amount of the Existing
Notes validly tendered and not validly withdrawn as of 5:00 p.m., New York City
time, on June 17, 2020, the requisite number of consents have been received to
adopt the Proposed Amendments. The Proposed Amendments will become operative on
the settlement date of the Exchange Offer. Pursuant to the terms of the Exchange
Offer and Consent Solicitation, the withdrawal deadline has passed.
The Exchange Offer and Consent Solicitation are being made pursuant to the terms
and subject to the conditions set forth in the offering memorandum and consent
solicitation statement, dated June 4, 2020 (the "Offering Memorandum"), all of
which remain unchanged except as provided in the press release issued by the
Company attached as Exhibit 99.1 hereto. The Exchange Offer and Consent
Solicitation will expire on the Expiration Date, unless extended or earlier
terminated by the Company, and are subject to customary conditions. The
Expiration Date may be extended at the sole discretion of the Company.
This Current Report on Form 8-K, including the information incorporated by
reference herein, is neither an offer to sell nor a solicitation of an offer to
buy any of the Existing Notes or the New Notes, nor is the Exchange Offer being
made in any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities, blue sky
or other laws of any such jurisdiction. Additionally, neither the Existing Notes
nor the New Notes have been registered under the Securities Act of 1933, as
amended, or any state securities laws.
A copy of the press release issued by the Company is attached as Exhibit 99.1
hereto and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Press Release issued by GameStop Corp., dated June 18, 2020.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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