GameStop Corp. — Capital/Financing Update 2019

Apr 5, 2019

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 5, 2019 (April 4, 2019)

GameStop Corp.
(Exact name of Registrant as specified in its charter)

Delaware	1-32637	20-2733559
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

625 Westport Parkway, Grapevine, TX 76051

(817) 424-2000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 1.02 Termination of Material Definitive Agreement.

As previously reported by GameStop Corp. (the “Company”) in a Current Report on Form 8-K, on March 4, 2019, the Company issued a notice of redemption to redeem all of its outstanding 5.50% Senior Notes due 2019 (the “Notes”), which were governed by that certain Indenture dated September 24, 2014, by and among Company, certain subsidiary guarantors party thereto and U.S. Bank National Association, as trustee (in such capacity, the “Trustee”) (as amended and supplemented by First Supplemental Indenture, dated as of March 7, 2016, the Second Supplemental Indenture, dated as of July 21, 2017 and the Third Supplemental Indenture, dated as of January 16, 2019, the “Indenture”). On April 4, 2019, the Company deposited with the Trustee funds sufficient for the redemption in full of the Notes. Upon deposit of the redemption payment with the Trustee, the Indenture was satisfied and discharged.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GAMESTOP CORP.
	(Registrant)
Date: April 5, 2019	By:	/s/ R OBERT A. L LOYD
		Name: Robert A. Lloyd Title: Chief Operating Officer and Chief Financial Officer