GameStop Corp. GME
Terms unclear
Unclear — read the filing yourself
In a Dutch auction, tendering too high can cost you the priority. The company picks the lowest price that buys the shares it wants, and everyone at or below that price gets it. Tender above it and your shares come back unpurchased — and because you are not in the accepted pool at all, the odd-lot priority never applies. Most offers have a box meaning "accept whatever price is determined", which keeps you in the pool; the trade-off is that you give up any say in the price. The filing explains both.
| Status | Closed |
|---|---|
| Closing date | 2019-07-10 |
| How it is priced | Dutch auction |
| Odd-lot threshold | Fewer than 100 shares |
| Must tender everything you hold | Yes |
| Must tick the odd-lot box on the form | Yes |
| Price offered | USD $5.20 to $6.00 per share, in steps of $0.10 |
| Most an odd-lot tender could be | $514.80 to $594.00 |
Where each of these comes from
Every line above was read out of the filing. Here is the wording it was read from, so you can check it.
election_required = True...beneficially or of record, fewer than 100 Shares in the aggregate, you validly tender all of these Shares at or below the Purchase Price (including Shares tendered by Purchase Price Tender) and do not validly withdraw them before the Expiration Date, and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, we will purchase all of your Shares without subjecting them to the proration procedure. See Section 1. Has GameStop or its Board of Directors adopted a position on the Offer? Our Board of Directors has authorized us to make the Offer. However, none of GameStop, the members of our...
expiry = 2019-07-10...CASH BY GAMESTOP CORP. OF UP TO 12,000,000 OF ITS SHARES OF CLASS A COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $6.00 PER SHARE AND NOT LESS THAN $5.20 PER SHARE THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JULY 10, 2019, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”). GameStop Corp., a Delaware corporation (“GameStop,” the “Company,” “we,” “us,” or “our”), is offering to purchase 12,000,000 of its shares...
listed = True...itioned upon the receipt of financing or any minimum number of Shares being tendered. The Offer, however, is subject to other conditions. See Section 7 “Conditions of the Offer.” As of June 7, 2019, we had 102,348,628 issued and outstanding Shares. The Shares are listed on the New York Stock Exchange (“NYSE”) and trade under the symbol “GME.” On June 7, 2019, the last full trading day before we announced our intention to make the Offer, the closing price of the Shares on the NYSE was $5.02 per Share. On June 10, 2019, the day before we commenced the Offer, the reported closing price of the Shares on the NYSE was $5.44 per Share. You...
mechanism = DUTCH...of Shares being tendered by stockholders, but is subject to certain other conditions. See Sections 7 and 9. What will be the Purchase Price for the Shares and what will be the form of payment? We are conducting the Offer through a procedure commonly called a “modified Dutch auction.” This procedure allows you to select the price, within a price range specified by us, at which you are willing to tender your Shares. The price range for the Offer is $5.20 to $6.00 per Share. We will select the single lowest purchase price (in increments of $0.10) that will enable us to purchase the number of Shares sought in the Offer...
mechanism = DUTCHEX-99.(A)(5)(B) 2 d742546dex99a5b.htm EX-(A)(5)(B) EX-(a)(5)(B) Exhibit (a)(5)(B) GameStop Announces Preliminary Results of its Modified Dutch Auction Tender Offer Grapevine, Texas (July 11, 2019)—GameStop Corp. (NYSE: GME) today announced the preliminary results of its “modified Dutch auction” tender offer to purchase up to 12,000,000 shares of its Class A common stock, par value $0.001 per share. The tender offer expired at 5:00 p.m., New York City time, on July 10, 2019. In accordan...
mechanism = DUTCHEX-99.(A)(5)(C) 2 d742546dex99a5c.htm EX-(A)(5)(C) EX-(a)(5)(C) Exhibit (a)(5)(C) GameStop Announces Final Results of its Modified Dutch Auction Tender Offer Grapevine, Texas (July 15, 2019)—GameStop Corp. (NYSE: GME) today announced the final results of its “modified Dutch auction” tender offer to purchase up to 12,000,000 shares of its Class A common stock, par value $0.001 per share. The tender offer expired at 5:00 p.m., New York City time, on July 10, 2019. In accordance wit...
must_tender_all = True...law) are properly tendered at or below the Purchase Price and not properly withdrawn, we will accept Shares for purchase in the following order of priority: • First, we will purchase all odd lots of less than 100 Shares at the Purchase Price from stockholders who validly tender all of their Shares at or below the Purchase Price (including Shares tendered by Purchase Price Tender) and who do not validly withdraw them before the Expiration Date (tenders of less than all of the Shares owned, beneficially or of record, by such Odd Lot Holder (as defined in Section 1) will not qualify for this preference); • Second, after purchasing al...
price = USD 5.2-6.0...mber of Shares tendered and the prices specified, or deemed specified, by tendering stockholders. The Purchase Price will be the lowest price per Share (in increments of $0.10) of not less than $5.20 and not greater than $6.00 that will enable us to purchase the number of Shares sought in the Offer or, if a lesser number of Shares is properly tendered, all Shares that are properly tendered and not properly withdrawn. All Shares acquired in th...
price = USD 5.2...erms and conditions of the tender offer and based on the final count by Computershare Trust Company, N.A., the depositary for the tender offer, GameStop accepted for payment, at a purchase price of $5.20 per share, a total of 12,000,000 shares properly tendered at the purchase price and not properly withdrawn before the expiration date, at an aggregate cost of $62,400,000, excluding fees and expenses relating to the tender offer....
threshold = 100...and 6. What happens if the Offer is undersubscribed? In the event that fewer than the number of Shares we seek are properly tendered and not properly withdrawn, subject to the terms and conditions of this Offer, we will purchase all such tendered Shares. If I own fewer than 100 Shares and I tender all of my Shares, will I be subject to proration? If you own, beneficially or of record, fewer than 100 Shares in the aggregate, you validly tender all of these Shares at or below the Purchase Price (including Shares tendered by Purchase Price Tender) and do not validly withdraw them before the Expiration Date, and you compl...
txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 d762862dex99a1a.htm EX-99.(A)(1)(A) EX-99.(A)(1)(A) Table of Contents Exhibit 99.(A)(1)(A) OFFER TO PURCHASE FOR CASH BY GAMESTOP CORP. OF UP TO 12,000,000 OF ITS SHARES OF CLASS A COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $6.00 PER SHARE AND NOT LESS THAN $5.20 PER SHARE THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JULY 10, 2019, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTEND...
txn_type = TENDER_OFFER...)(5)(B) EX-(a)(5)(B) Exhibit (a)(5)(B) GameStop Announces Preliminary Results of its Modified Dutch Auction Tender Offer Grapevine, Texas (July 11, 2019)—GameStop Corp. (NYSE: GME) today announced the preliminary results of its “modified Dutch auction” tender offer to purchase up to 12,000,000 shares of its Class A common stock, par value $0.001 per share. The tender offer expired at 5:00 p.m., New York City time, on July 10, 2019. In accordance with the terms and conditions of the tender offer and based on the preliminary count by Computershare Trust Company, N.A., the depositary for the tender offer, GameSto...
txn_type = TENDER_OFFER...5c.htm EX-(A)(5)(C) EX-(a)(5)(C) Exhibit (a)(5)(C) GameStop Announces Final Results of its Modified Dutch Auction Tender Offer Grapevine, Texas (July 15, 2019)—GameStop Corp. (NYSE: GME) today announced the final results of its “modified Dutch auction” tender offer to purchase up to 12,000,000 shares of its Class A common stock, par value $0.001 per share. The tender offer expired at 5:00 p.m., New York City time, on July 10, 2019. In accordance with the terms and conditions of the tender offer and based on the final count by Computershare Trust Company, N.A., the depositary for the tender offer, GameStop acce...
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2019-06-11 | SC TO-I | original (governing) | View |
| 2019-07-11 | SC TO-I/A | amendment | View |
| 2019-07-15 | SC TO-I/A | amendment | View |