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u/HungryColquhoun
1 day ago
🗣 Discussion / Question
So why do we think they converted the notes early? I don't have a clue...
From what I've read, and from what is in GME's press release on this, the notes were retired through "Exchange Agreements" which superseded the original terms of conversion on the notes (or at least provided an additional avenue through which to convert them early).
They've also made reference to the new shares (which aren't registered under the securities act and aren't tradable) being used by the counter parties in derivatives trading instead (I guess while they can't be traded the could be used to fulfil options contracts and similar).
Only 'qualified institutional buyers' were allowed the notes in the first place (hedge funds, institutional buyers, etc.).
From my perspective this seems to have:
* Caused dilution which is worse than ATM offerings, as our share price sucks so the notes are going to convert are a very cushy price for them (unless shit pops off in the 35 day period). My assumption was that issuing the notes was a reaction to the anger at ATM dilutions from shareholders, and there seemed to be a lot of safeguards in the notes to stop shitty conversion IIRC, but now that was thrown out the window with these new Exchange Agreements.
* Caused dilution which is unlikely to be accretive. You know how Ryan was always talking about dilution being fine as long as it's accretive? I can't see a situation where notes which were bought one day and then converted at a way lower price than when they were issued is accretive to us - or even if the cash from this is used well (so it's technically accretive on a timescale of 10 years or whatever) it's just far shitter than an ATM offering on the face of things (and no one even liked those as discussed).
* Torpedoed any prospect of the eBay deal in the terms we originally saw (which Ryan was very vocal about). Half-cash half-stock would now be pretty dire as our stock price sucks, so now more GME shares would be needed to swap out for half an eBay share.
And all the while, we don't know who these notes were given to in the first place - as long as they are qualified institutional buyers who already held some GME my understanding is their names can be kept out of all the initial SEC stuff on the notes.
I appreciate not providing forward guidance because you don't want to call your shots, but this feels like the opposite of forward guidance - i.e. actively hiding shit from your shareholders (as we don't who owns the notes, or what was agreed in these non-public Exchange Agreements). For all we know this could just be a big fuck-up, and the T&Cs in those Exchange Agreements left a door open for us to get shat on and this was a genuine error. It's very hard to understand right now how any of this was the intended effect - because it looks like a shit sandwich.
I feel in the dark here, but I'm in too deep to change tact (and to be honest I'm still a little green as my cost basis is low, so I have the 'luxury' of not staring at a red investment while whatever weirdness is happening unfolds). I'm going to keep holding, but I don't know now whether it's out of curiosity rather than genuine faith - because there's no thesis I can construct where any of this makes any sense.
**TL:DR** I don't get why you would convert the notes early other than very vague terms of making way for something, and even then I don't see how this would work (what would debt block? We've not even retired it all so we're still in debt...). Anyone wrinkled enough to explain?