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GameStop Announces Pricing of Private Offering of $1.3 Billion of Convertible Senior Notes

GRAPEVINE, Texas, March 27, 2025 (GLOBE NEWSWIRE) -- GameStop Corp. (NYSE:GME) ("GameStop"), today announced the pricing of $1.3 billion aggregate principal amount of 0.00% Convertible Senior Notes due 2030 (the "notes") in a private offering (the "offering") to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). GameStop also granted the initial purchaser of the notes an option to purchase, within a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $200 million aggregate principal amount of notes. The sale of the notes is expected to close on April 1, 2025, subject to customary closing conditions.

The notes will be general unsecured obligations of GameStop, will not bear regular interest and the principal amount of the notes will not accrete. The notes will mature on April 1, 2030, unless earlier converted, redeemed or repurchased.

GameStop estimates that the net proceeds from the offering will be approximately $1.28 billion (or approximately $1.48 billion if the initial purchaser exercises its option to purchase additional notes in full), after deducting the initial purchaser's discount and commissions and estimated offering expenses payable by GameStop.

GameStop expects to use the net proceeds from the offering for general corporate purposes, including the acquisition of Bitcoin in a manner consistent with GameStop's Investment Policy.

Before January 1, 2030, holders will have the right to convert their notes only upon the satisfaction of specified conditions and during certain periods. On or after January 1, 2030, until the close of business on the scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their notes at any time. Upon conversion, GameStop will pay or deliver, as the case may be, cash, shares of GameStop's Class A common stock, par value $.001 per share ("Class A common stock"), or a combination of cash and shares of Class A common stock, at its election. The conversion rate for the notes will initially be 33.4970 shares of Class A common stock per $1,000 principal amount of such notes (equivalent to an initial conversion ...