GameStop announced Tuesday it plans to raise $1.3 billion through a private sale of 0.00% Convertible Senior Notes due 2030, with a clear intent to use part of the cash to buy Bitcoin.
The company’s board signed off on the decision the same day, and the stock shot up 11.7% before market close, making GameStop the top performer on the S&P 500. The info was published in an official press release from GameStop Corp..
The notes will be sold only to people the company believes qualify as institutional buyers under Rule 144A of the Securities Act of 1933. The deal also gives the initial buyers a 13-day window to grab up to $200 million more in notes, if they want.
If that full option gets picked up, the total could hit $1.5 billion. The sale is not public. It’s private and won’t be registered under any U.S. securities laws, federal or state.
GameStop offers debt with no interest, flexible repayment, and a hard deadline
The notes won’t pay interest. Not monthly. Not annually. Nothing. The principal won’t grow either. The total stays flat until April 1, 2030, which is when the notes come due—unless they’re converted, redeemed, or bought back before that.
GameStop has full control over how it pays investors when the time comes. If holders choose to convert, they’ll get cash, Class A common stock, or some mix of both. The company decides. The Class A shares have a par value of $0.001 per share, and the conversion rate, repurchase rights, and other details will be finalized during pricing.
The conversion price will be based on the volume-weighted average price (VWAP) of GameStop Class A stock on the pricing day, specifically between 1:00 p.m. and 4:00 p.m. Eastern Daylight Time. The company hasn’t given a date yet for when pricing will take place.
No part of this offer will be registered under the Securities Act or any state securities laws. That means nobody in the U.S. can buy or sell these notes—unless they meet some very specific conditions or exemptions. The notes, and any Class A shares that could result from converting them, are legally blocked from being sold to or on behalf of U.S. persons unless those terms are met.
The company made it clear that the announcement is not an invitation to buy or sell anything. It’s not a pitch, it’s not a solicitation, and it doesn’t give any guarantees. If the deal doesn’t go through, it doesn’t go through. GameStop didn’t promise anything about the outcome.
GameStop goes in on Bitcoin as markets react to tariff news
The Bitcoin buy isn’t just an idea. It’s already been signed off by GameStop’s board of directors. On Tuesday, the board approved a plan to use a portion of corporate cash to acquire Bitcoin, just like MicroStrategy has done. The company confirmed that this purchase will be done in line with GameStop’s internal Investment Policy, but it didn’t share what that policy looks like or how much Bitcoin they plan to buy.
The same day the plan was approved, GameStop stock spiked. It rose 11.7%, pushing it ahead of every other stock on the S&P 500. That’s a big deal for a company that once lived in meme-stock territory. The entire move happened on the back of this single announcement.
The overall market didn’t look great on Wednesday. The S&P 500 dropped 1.12% to 5,712.20. The Dow Jones Industrial Average closed down 132.71 points, or 0.31%, at 42,454.79. The Nasdaq Composite took the biggest hit, falling 2.04% and closing at 17,899.01. The drop was tied to a rough day for tech stocks.
Nvidia shares fell close to 6%, while Meta Platforms and Amazon each dropped more than 2%. Alphabet, parent company of Google, lost over 3%, and Tesla dropped more than 5%. Most of the damage came from fresh tension over new tariffs.
The White House told reporters that President Donald Trump will reveal new auto import tariffs during a 4:00 p.m. ET press conference. The news hit right before market close, sending shares of General Motors and Stellantis down more than 3% each.
The tariff wave doesn’t end there. A wider set of trade penalties is expected to be announced next week. On Tuesday, Trump said the new tariffs will likely be “more lenient than reciprocal.” That’s a softer stance compared to past rhetoric. The comments followed earlier reports that suggested the new duties could be sector-specific, with some of them even delayed.
Every part of this week’s volatility—the Bitcoin buy, the stock spike, the notes offering, and the market dip—happened in a tight two-day window. It’s a lot of action, and none of it feels like a one-off.
GameStop is now officially deep in crypto, stacking cash through private debt, and riding the edge of the S&P 500 like it’s 2021 all over again.
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This articles is written by : Nermeen Nabil Khear Abdelmalak
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