Item 1.01. Entry Into a Material Definitive Agreement.
New Notes Indenture
On
The New Notes will bear interest at a rate of 10.00% per annum, payable
semi-annually on
The New Notes will be redeemable at the Company's option, in whole or in part,
at any time, or from time to time, prior to
The Company's obligations under the New Notes are fully and unconditionally guaranteed on a senior secured basis by each of the Company's existing and future domestic subsidiaries that guarantee certain of the Company's indebtedness or indebtedness of guarantors, including under the Company's ABL Credit Agreement (as defined in the New Notes Indenture). The New Notes and the related guarantees are secured by first-priority liens on the Notes Priority Collateral (as defined in the New Notes Indenture) (which generally includes most of the Company's and the guarantors' assets other than the Excluded Property and ABL Priority Collateral (each as defined in the New Notes Indenture)) and by second-priority liens on the ABL Priority Collateral (which generally includes most of the Company's and the guarantors' credit card receivables, accounts receivable, payment intangibles, inventory, pledged deposit accounts and related assets), in each case, subject to certain exceptions and permitted liens.
The New Notes Indenture contains covenants that restrict the ability of the Company and its restricted subsidiaries to: incur, assume or permit to exist additional indebtedness or guaranty obligations; declare or pay dividends or redeem or repurchase capital stock; prepay, redeem or purchase certain subordinated indebtedness; issue certain preferred stock or similar equity securities; make loans and certain investments; sell assets; incur liens; engage in transactions with affiliates; enter into agreements restricting our subsidiaries' ability to pay dividends; and engage in mergers, acquisitions and other business combinations. Under the New Notes Indenture, if the New Notes are assigned investment grade ratings and no default or event of default has occurred and is continuing, certain of these covenants will be suspended. The New Notes Indenture also contains certain affirmative covenants and events of default.
The New Notes have not been registered under the Securities Act of 1933, as
amended or the securities laws of any state and may not be offered or sold in
Fifth Supplemental Indenture
As previously announced, on
Intercreditor Agreement
On
Pledge and Security Agreement
Only
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The foregoing descriptions of the New Notes Indenture, the New Notes, the Fifth Supplemental Indenture, the Intercreditor Agreement and the Pledge and Security Agreement do not purport to be complete and are qualified in their entirety by reference to the respective agreements attached hereto as Exhibits 4.1, 4.2, 4.3, 10.1 and 10.2, respectively, and are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
To the extent required by Item 2.03 of Form 8-K, the information set forth in Item 1.01 above is incorporated herein by reference.
Item 8.01 Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 4.1 Indenture, dated as ofJuly 6, 2020 , among the Company, the subsidiary guarantors party thereto and the Trustee and Collateral Agent. 4.2 Form of 10.00% senior secured notes due 2023 (included in Exhibit 4.1). 4.3 Fifth Supplemental Indenture, dated as ofJune 17, 2020 , among the Company, the subsidiary guarantors party thereto and the Trustee. 10.1 Intercreditor Agreement, dated as ofJuly 6, 2020 , among the Company, the subsidiary guarantors party thereto, the ABL Agent, and the Notes Collateral Agent. 10.2 Pledge and Security Agreement, dated as ofJuly 6, 2020 , among the Company, the subsidiary guarantors party thereto, and the Notes Collateral Agent. 99.1 Press Release issued byGameStop Corp. , datedJuly 2, 2020 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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