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GameStop Corp. (NYSE: GME) filed an 8-K disclosing completion of the greenshoe option on its recent zero-coupon convertible note offering. On 23-24 June 2025 the initial purchaser exercised its 13-day option in full, purchasing $450 million aggregate principal amount of additional 0.00% Convertible Senior Notes due 2032 (the “Additional Notes”). The transaction follows the original $2.25 billion private placement announced 17 June 2025, bringing the total principal outstanding to $2.70 billion.
Key terms of the Additional Notes
- Coupon: 0.00% (no cash interest till maturity on 15 June 2032).
- Conversion rate: 34.5872 shares per $1,000 principal (initial conversion price ≈ $28.91), a 32.5% premium to the VWAP used on 12 June 2025.
- Potential anti-dilution adjustments could raise the rate up to a stated maximum of 45.1671 shares.
- Maximum potential share issuance from the $450 million tranche: 20,325,195 shares.
- Offering conducted under Section 4(a)(2) and Rule 144A; shares issuable on conversion expected to rely on Section 3(a)(9).
Proceeds & use of funds
- Gross proceeds: $450 million; net proceeds after purchaser discount but before fees: approximately $446.6 million.
- Intended uses: general corporate purposes, investments consistent with the Company’s Investment Policy, and potential acquisitions.
Material implications for investors
- Liquidity bolstered by nearly half-a-billion dollars of 0% debt, avoiding immediate interest expense.
- Potential dilution: if fully converted, the Additional Notes alone could expand the share count by up to ~6.8% (based on 298 million shares outstanding as of the last 10-Q).
- Conversion premium provides a buffer, but share overhang may influence long-term valuation.
- No changes were announced to previously disclosed covenants or redemption features.
The filing also incorporates by reference Item 1.01 (“Indenture and Notes”) from the 17 June 2025 8-K and reiterates customary forward-looking-statement disclaimers.
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