GameStop Corp has priced an upsized private offering of $2.25 billion in convertible senior notes due 2032. The offering targets qualified institutional buyers under Rule 144A of the Securities Act. GameStop also granted an option to the initial purchaser to buy up to an additional $450 million in notes within 13 days after issuance. The sale is expected to close on June 17, 2025, pending customary conditions.
The notes will be general unsecured obligations and will not pay regular interest. The principal amount will not increase over time and is set to mature on June 15, 2032, unless converted, redeemed, or repurchased earlier. GameStop expects to raise approximately $2.23 billion from the offering, or about $2.68 billion if the additional notes are purchased.
The company plans to use the net proceeds for general corporate purposes, including investments and possible acquisitions. Conversion rights for noteholders begin under certain conditions before March 15, 2032, and may be exercised anytime after that date until maturity. Upon conversion, GameStop will deliver cash, shares of its Class A common stock, or a mix of both, at its choice.
The initial conversion rate is set at 34.5872 shares per $1,000 principal amount, which equals a conversion price of roughly $28.91 per share. This price is about 32.5% higher than the stock’s average price on June 12, 2025. The conversion rate may adjust for certain corporate events but not for unpaid special interest.
GameStop may not redeem the notes before June 20, 2029. After that, the company can redeem notes for cash if its stock price reaches at least 130% of the conversion price for 20 out of 30 trading days. If GameStop redeems less than all outstanding notes, at least $100 million in notes must remain.
Noteholders can require GameStop to repurchase notes on December 15, 2028, at full principal plus accrued interest. They also have repurchase rights if a “fundamental change” occurs, as defined in the note agreement.
The notes and shares issued upon conversion have not been registered under U.S. securities laws. They may not be offered or sold without registration or exemption.
Meanwhile, the company recently increased its focus on Bitcoin as part of its treasury strategy by acquiring 4,710 BTC in March 2025. This purchase was valued at around $500 million at the time.
According to the company, “GameStop intends to use the proceeds in line with its Investment Policy and to support potential acquisitions.” That said, GameStop’s revenue declined from $881.8 million to $732.4 million in the first quarter of 2025. The stock fell 22.5% on June 12, 2025,
This offering marks a significant move for GameStop as it continues to adjust its financial strategy in a challenging economic environment.
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