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GameStop Announces the Pricing of its $350 Million Offering of 5.50% Senior Notes Due 2019

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GameStop Corp. (NYSE:GME) , a family of specialty retail brands that makes the most popular technologies affordable and simple, today announced the pricing of its offering of $350 million in aggregate principal amount of its 5.50% senior notes due 2019 (which represents an upsizing of $100 million). The offering is expected to close on September 24, 2014, subject to customary closing conditions. Estimated net proceeds of the offering after giving effect to the initial purchasers’ discount and commissions and all legal fees and other transaction-related expenses are expected to be $343.5 million.

GameStop intends to use the net proceeds from the offering to pay down the remaining outstanding balance of its asset-based facility and for general corporate purposes, which may include acquisitions, dividends and stock buybacks.

The notes will bear interest at a rate of 5.50% and will pay interest semi-annually in cash in arrears on October 1 and April 1 of each year, beginning on April 1, 2015. The notes will mature on October 1, 2019. The notes will be guaranteed on a senior unsecured basis by all existing and future domestic restricted subsidiaries that are borrowers under, or guarantee, the Company’s asset-based facility. The notes and related guarantees will be the Company’s general unsecured senior obligations and will be subordinated to all of its and the guarantors’ existing and future secured debt to the extent of the assets securing that secured debt. In addition, the notes will be structurally subordinated to all of the liabilities of the Company’s subsidiaries that are not guaranteeing the notes, to the extent of the assets of those subsidiaries.

The notes have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements of the Securities Act or the securities laws of any other jurisdiction. Accordingly, the notes are expected to be eligible for resale in the United States only to qualified institutional buyers and outside the United States to non-U.S. persons in compliance with Regulation S. This announcement shall not constitute an offer to sell or a solicitation of an offer to buy any of these securities nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including the expected closing of our notes offering. Such statements are based upon the current beliefs and expectations of GameStop’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. GameStop undertakes no obligation to publicly update or revise any forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the inability to obtain sufficient quantities of product to meet consumer demand, including console hardware and accessories; the timing of release of video game titles for current generation consoles; the risks associated with international operations, wireless industry operations and the integration of acquisitions; the impact of increased competition and changing technology in the video game industry, including browser and mobile games and alternative methods of distribution; and economic, regulatory and other events, including litigation, that could reduce or impact consumer demand or affect the company’s business. Additional factors that could cause GameStop’s results to differ materially from those described in the forward-looking statements can be found in GameStop’s Annual Report on Form 10-K for the fiscal year ended February 1, 2014 filed with the SEC and available at the SEC’s Internet site at http://www.sec.gov.

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