This Tender Offer Statement on Schedule TO (this Schedule TO) is being filed by GameStop Corp.,
a Delaware corporation (GameStop or the Company), pursuant to Rule 13e4 under the Securities Exchange Act of 1934, as amended (the Exchange Act), in connection with the Companys offer to purchase
12,000,000 of its issued and outstanding shares of Class A Common Stock, par value $0.001 per share (the Shares), or such lesser number of Shares as is properly tendered and not properly withdrawn, at a price not greater than $6.00
and not less than $5.20 per Share, to the tendering stockholder in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions described in the Offer to Purchase, dated June 11, 2019 (the
Offer to Purchase), a copy of which is filed herewith as Exhibit (a)(1)(A), and in the related Letter of Transmittal, a copy of which is filed herewith as Exhibit (a)(1)(B) (which together, as they may be amended or supplemented from
time to time, constitute the Offer). This Schedule TO is being filed in accordance with Rule 13e4(c)(2) under the Exchange Act.
All
information in the Offer to Purchase and the related Letter of Transmittal is hereby expressly incorporated by reference in answer to all items in this Schedule TO, and as more particularly set forth below.
ITEM 1.
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Summary Term Sheet.
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The information set forth in the section of the Offer to Purchase titled Summary Term Sheet is incorporated herein by reference.
ITEM 2.
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Subject Company Information.
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(a) The name of the issuer is GameStop Corp. The address of the Companys principal executive offices is 625 Westport Parkway, Grapevine, Texas 76051. The
Companys telephone number is (817)
424-2000.
(b) The subject securities are the Companys Class A
Common Stock, par value $0.001 per share, referred to in this Schedule TO as Shares, and which are listed and traded on the New York Stock Exchange (NYSE) under the symbol GME. As of June 7, 2019, there were 102,348,628
Shares issued and outstanding. The Shares the Company is seeking to purchase through this Offer represent approximately 11.72% of the Shares issued outstanding as of such date, or 11.33% of the Shares on a fully diluted basis. The information set
forth in the section of the Offer to Purchase titled Introduction is incorporated herein by reference.
(c) The information set forth in
Section 8 (Price Range of Shares; Dividends) of the Offer to Purchase is incorporated herein by reference.
ITEM 3.
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Identity and Background of Filing Person.
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(a) GameStop Corp. is the filing person and issuer. The information set forth in Item 2(a) of this Schedule TO is incorporated herein by reference. The
information set forth in Section 11 (Interests of Directors and Executive Officers; Recent Securities Transactions; Transactions and Arrangements Concerning the Shares) of the Offer to Purchase is incorporated herein by reference.
The business address and business telephone number of each director and executive officer of the Company are c/o GameStop Corp., 625 Westport Parkway, Grapevine, Texas 76051, (817)
424-2000.
ITEM 4.
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Terms of the Transaction.
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(a)(1)(i) The information set forth in the section of the Offer to Purchase titled Summary Term Sheet and Introduction, and in
Section 1 (Purchase Price for Shares; Priority of Purchase; Proration) of the Offer to Purchase is incorporated herein by reference.
(a)(1)(ii) The information set forth in the section of the Offer to Purchase titled Summary Term Sheet and Introduction, and in
Section 1 (Purchase Price for Shares; Priority of Purchase; Proration), Section 5 (Purchase of Shares and Payment of Purchase Price) and Section 9 (Source and Amount of Funds) of the Offer to
Purchase is incorporated herein by reference.