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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I've read, and from what is in GME's press release on this, the notes were retired through "Exchange Agreements" which superseded the original terms of conversion on the notes (or at least provided an additional avenue through which to convert them early).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?
45 comments held Reddit says 1 on reddit ↗
  1. u/Superstonk_QV moderator pinned 1 1 day ago
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  2. u/HungryColquhoun OP 1 1 day ago
    Discussion asking for someone more knowledgeable to explain how the early note conversion was good in some way.
  3. u/saltnpepper420 1 1 day ago
  4. u/Brotorious420 1 1 day ago
  5. u/AZWoody48 1 1 day ago
    Oh boy… If this is true I hate to break it to everyone, but we have A LOT more dilution coming
  6. u/HungryColquhoun OP 1 23 hours ago
    I know something bad would come of that...
  7. u/Colonel_Lexx 1 1 day ago
    Go back to sleep
  8. u/PlainBread 1 1 day ago
    The debt was always going to be a line of FUD in every article about GME, from 5 years ago to infinity and beyond. It's something that had to be cleared for sentiment's sake. As for what to do with all the shares, I expect that we will get a withdrawal of the eBay offer and a replacement with a lower offer. We're just waiting for eBay's share price to keep eating shit for the moment. If Iran is serious about ending negotiations until 2029 then we will have an oil crash on our hands that will end the current administration.
  9. u/Over-Computer-6464 1 1 day ago
    The debt was a fact, not FUD. The surprise additional agreement to convert early at terms more beneficial to the noteholders than the original terms is what creates FUD. It is legitimate fear, uncertainty, and doubt as we do not know when GameStop may make new agreements to convert the remaining $2.8B of debt.
  10. u/PlainBread 1 1 day ago
    I'm guessing that things are being rushed now in an attempt to try to make things right for warrant holders prior to expiry, should they not choose to extend it.
  11. u/PureOrangeJuche 1 23 hours ago
    What does that mean? Dilution by the note conversion is going to hit before the warrants, making it impossible to reach $32. So how does this make things right for warrant holders?
  12. u/PlainBread 1 23 hours ago
    The dilution is already priced in. Nothing is impossible, young one.
  13. u/Recent-Result2852 1 23 hours ago
    It can't be priced in when we don't know the agreed discount and corresponding number of shares.
  14. u/HungryColquhoun OP 1 23 hours ago
    I guess maybe a buy back after this dilution, but that's some dumb shit TBH and wasteful of the money we have.
  15. u/PureOrangeJuche 1 20 hours ago
    Yes, it would be pointless. Raise cash to dilute, then spend cash to un-dilute. 
  16. u/HungryColquhoun OP 1 23 hours ago
    This guy gets it. It's not so much that I care about them converting more of debt, just I don't see any earthly reason why it's a useful thing to do. I don't understand it.
  17. u/Wooden-Buffalo-8690 1 1 day ago
    RC follows the White House then unfollows. He converts the bonds Bessent does Yen Intervention I make you a bet!
  18. u/Recent-Result2852 1 23 hours ago
    The intervention was to prevent or delay the unwind.
  19. u/NoInevitable9810 1 1 day ago
    GME is a long term hold, everything else is noise. If you don’t think they are going to buy eBay and turn it around sell. Personally Ryan has done everything he said, let the man cook.
  20. u/HungryColquhoun OP 1 23 hours ago
    I mean I bought at $10 originally, and while I averaged up a bit, I'm now a pittance green with loads committed - I did not expect the stock to slide to this degree. I'm all for letting someone cook, but he has had ample time. But I'll still let him cook longer - mainly because I am green and so this is "risk free" even if it's not opportunity cost free.
  21. u/First_Effect8562 1 21 hours ago
    You’re up 80% in 2 years. What are you complaining about.
  22. u/NoInevitable9810 1 20 hours ago
    Seriously
  23. u/HungryColquhoun OP 1 13 hours ago
    I averaged up as said, so I'm 20% up in two years. Not a good return, obviously - and it might get worse from here.
  24. u/WiglyWorm 1 22 hours ago
    5 years is feeling pretty medium/long term.
  25. u/NoInevitable9810 1 20 hours ago
    Well it’s up several hundred percent what more do you want?
  26. u/WiglyWorm 1 20 hours ago
    To not be underwater. 😂
  27. u/NoInevitable9810 1 17 hours ago
    If you have no idea what’s going on with GME then why are you invested?
  28. u/WiglyWorm 1 17 hours ago
    You asked what more I wanted. I answered. I'm aware of what's going on with GME and I am continuing to hold and in general have accrued quite a bit although i did harvest some tax losses and am looking forward to the end of the 30 days where i can buy back into my condition without the wash sale rule.
  29. u/Delicious_Yam_2269 1 22 hours ago
    100% this!
  30. u/W16_emperor 1 1 day ago
    Another fuck up, free loan, lol, add it to the other fuck ups of the 5d chess master. But seeing how dumb most people are on this sub maybe we deserve a moron like him. Will enjoy reading all the stupid posts on how this is another 69d chess move and how we will benefit. Just hoping for it to pop to whatever to be able to get out...
  31. u/FrankieG889D 1 1 day ago
    It will be studied in financial books for centuries to come, they said…..
  32. u/HungryColquhoun OP 1 23 hours ago
    Yeah people did someone accept the loan as good without question, and I think the terms of the notes were good - but then they've used Exchange Agreements to work around the original terms. A "headscratcher" to put it politely.
  33. u/just_some_guy422 1 1 day ago
    If I'm sitting
  34. u/GunnarRex 1 1 day ago
    Found a convoluted way to dilute and have apes happy about it
  35. u/CapinCrunch85 1 1 day ago
    ![gif](giphy|ja8u4K1p1vKd4CT41A)
  36. u/Over-Computer-6464 1 1 day ago
    While the shares GameStop will deliver in September are not registered, after a period (6 months I think) the shareholders can get the restriction removed and the shares can trade normally. In many cases the detailed contract will obligate the issuer, GameStop, to assist in the removal of the restriction. I have no idea what motivated GameStop to accelerate the conversion of these notes, at what appears to be a deeply discount conversion price. Perhaps the agreement will be filed at some point and we can see what value GameStop received in addition to the cancellation of debt. As for the market reaction, this makes it clear that GameStop might make similar agreements for the remaining $2.8B worth of notes outstanding, creating additional dilution at any time. So the price drop in GME may partially reflect concerns about additional dilutions in the immediate future,
  37. u/PureOrangeJuche 1 23 hours ago
    It’s $2.8 billion plus the approved dilution from the June vote. Thats a huge mass of new shares and the secret agreement with the first tranche of note holders means we won’t be able to know exactly what the conversion is until after they land. Billions of shares are waiting to drop at any time and with no notice. 
  38. u/HungryColquhoun OP 1 23 hours ago
    I didn't realise the nuance re. the restriction being lifted after 6 months. It's still all a black box right now. A little too much is being asked of trust when the price has taken a beating IMO.
  39. u/Over-Computer-6464 1 22 hours ago
    https://www.sec.gov/reports/rule-144-sell… is a good summary of the rule 144 restrictions. I have been through that process several times, but so long ago that the restriction was literally. Red in stamped legend on the physical share certificate. My longest holding period requirement was 2 years, but that was for share I received pre-IPO. For shares I received for advising a public company the restriction was just 6 months and I simply waited out the period before they issued the shares,
  40. u/HungryColquhoun OP 1 22 hours ago
    Thanks, I recall you talking about something similar before in a different topic.
  41. u/ScroogeMcThrowaway 1 1 day ago
    You don't question the RCEO. Period. /s
  42. u/MickeyKae 1 1 day ago
    The timing is the main concern for me. Larry tweeted that the cause was because the note holders saw more benefit in being equity holders than being note holders. Sure. Same here. I guess the missing piece of the puzzle was the arrangement of the notes in the first place. When you read between the lines, getting billions in 0% loans felt like the board had effectively found angel investors with deep pockets. In other words, they had found debtors who would likely let the notes mature. Since that’s not happening, since these investors would prefer to purchase shares during this VWAP period instead of on an open market, I just wonder about the character of this private group. At the end of the day, a good balance sheet means RC can act decisively, and I still support that. But I’m kind of afraid of what’s on the other side of that VWAP expiring.
  43. u/HungryColquhoun OP 1 23 hours ago
    They can't even sell their shares on the market, so they'll use all their stock from this for hedging (it's in the press release IIRC, definitely in the SEC filing). So yes, their character does feel questionable to me and I don't like not being told anything as a shareholder - I don't think that's a weird stance to take TBH.
  44. u/diehardbillsfan 1 23 hours ago
    maybe they needed to be converted before a merger/loan? no idea, i have to stop eating moldy cryons
  45. u/First_Effect8562 1 21 hours ago
    My only guess is debt elimination for the eBay deal, and the deal is still on