GameStop amends convertible notes exchange, settling ~$358.4M in cash and ~55.5M shares
GameStop announced amendments to its convertible notes exchange on August 31, 2026, terminating the remainder of the VWAP reference period and settling approximately $358.4 million in cash (27%) and approximately 55.5 million shares of Common Stock (73%) instead of settling entirely in shares. The company disclosed that participating noteholders may purchase or sell shares or enter into derivative transactions to adjust positions, which could materially affect the market price of the stock.
Detected & updated continuously · Source: Nebula
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@Curious_Individual
What the separate amendment actually saysFrom the companion August 31, 2026 release, GameStop Announces Amendment to Convertible Notes Exchange; Approximately $358.4 Million to be Settled in Cash in Lieu of Stock: “As originally structured, the Exchange was to be settled entirely in shares of GameStop’s Class A common stock (the “Common Stock”), with the number of shares based in part on the volume-weighted average price of the Common Stock over a 35 trading day reference period that began on August 3, 2026 (the “Reference Period”). … As amended, the remainder of the Reference Period is terminated. Consideration attributable to the elapsed portion of the Reference Period will still be settled in shares, and the remaining consideration will be settled in cash, in an amount based on trading prices on the last trading day prior to the Amendments. By settling the remaining consideration in cash, GameStop has fixed the total number of shares issuable in respect of the Exchange. No additional shares are issuable in respect of the Exchange. … In total, Existing Noteholders will receive in the aggregate approximately 55.5 million shares of Common Stock (approximately 73% of the consideration attributable to the Exchange Agreements, as amended by the Amendments) and approximately $358.4 million in cash (approximately 27%), which GameStop expects to fund from cash on hand. … Following the closing of the Exchange, approximately $1.1 billion of 2030 Notes and $1.7 billion of 2032 Notes, or approximately $2.8 billion in aggregate, will remain outstanding. … The Exchange, as amended, is now expected to close on or about September 3, 2026, subject to customary closing conditions.” The earnings release only points to the amendment; the amendment release is where the cash/share split and September 3 close are stated.
@danmessy
"As originally structured, the Exchange was to be settled entirely in shares of GameStop’s Class A common stock (the “Common Stock”), with the number of shares based in part on the volume-weighted average price of the Common Stock over a 35 trading day reference period that began on August 3, 2026 (the “Reference Period”). As amended, the remainder of the Reference Period is terminated. Consideration attributable to the elapsed portion of the Reference Period will still be settled in shares, and the remaining consideration will be settled in cash, in an amount based on trading prices on the last trading day prior to the Amendments. By settling the remaining consideration in cash, GameStop has fixed the total number of shares issuable in respect of the Exchange. No additional shares are issuable in respect of the Exchange. In total, Existing Noteholders will receive in the aggregate approximately 55.5 million shares of Common Stock (approximately 73% of the consideration attributable to the Exchange Agreements, as amended by the Amendments) and approximately $358.4 million in cash (approximately 27%), which GameStop expects to fund from cash on hand." Does this mean the VWAP pricing window is to close on 3 Sept?
@darth_butcher
In total, Existing Noteholders will receive in the aggregate approximately 55.5 million shares of Common Stock (approximately 73% of the consideration attributable to the Exchange Agreements, as amended by the Amendments) and approximately $358.4 million in cash (approximately 27%), which GameStop expects to fund from cash on hand.
@Bloomingk
Vwap window ending Sept 3rd now 55.5 mil share issuance 385m cash incoming unwinds
@Dealer_Existing
VWAP is already done. They are now handling the administration and delivering the shares + cash for the notes
@User100000005
The amount of Shares was decided by VWAP which was roughly $18.9. Some are taking the cash value of the shares instead of shares. Meaning the note holders getting $358.4 million in cash originally gave us less that 358.4 M. Simply because VWAP was set low. The exact maths is above my pay grade. But I'm sure someone will figure it out and post it.
@User100000005
The Company is providing this preliminary information in connection with the amendments to its convertible notes exchange announced separately today. Hopefully ending VWAP early. But possibly entering a new VWAP to convert more debt. Or somthing else. We'll see later today.