Ex 99.2
GameStop Corp.
GameStop, Inc.
OFFER TO EXCHANGE
all outstanding
Senior Floating Rate Notes due 2011
($300,000,000 principal amount outstanding)
for
Senior Floating Rate Notes due 2011
Which Have Been Registered Under the Securities Act of
1933
and all outstanding
8% Senior Notes due 2012
($650,000,000 principal amount outstanding)
for
8% Senior Notes due 2012
Which Have Been Registered Under the Securities Act of
1933
To Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees:
Pursuant to the enclosed Prospectus,
dated ,
2006 (as the same may be amended or supplemented from time to
time, the Prospectus), and the enclosed Letter of
Transmittal (the Letter of Transmittal, which
together with the Prospectus constitute the Exchange
Offer), GameStop Corp., a Delaware corporation, and
GameStop, Inc., a Minnesota corporation (the
Issuers), are offering to exchange (1) $1,000
principal amount of their Senior Floating Rate Notes due 2011
(the New Floating Rate Notes), which have been
registered under the Securities Act of 1933, as amended (the
Securities Act), pursuant to a Registration
Statement of which the Prospectus is a part, for each $1,000
principal amount of their outstanding, unregistered Senior
Floating Rate Notes due 2011 (the Old Floating Rate
Notes), of which $300,000,000 principal amount is
outstanding, and (2) $1,000 principal amount of their
8% Senior Notes due 2012 (together with the New Floating
Rate Notes, the Exchange Notes), which have been
registered under the Securities Act pursuant to a Registration
Statement of which the Prospectus is a part, for each $1,000
principal amount of their outstanding 8% Senior Notes due
2012 (together with the Old Floating Rate Notes, the Old
Notes), of which $650,000,000 principal amount is
outstanding, upon the terms and subject to the conditions set
forth in the Prospectus and the Letter of Transmittal. The form
and terms of the Exchange Notes are identical in all material
respects to the form and terms of the Old Notes, except that the
Exchange Notes will be registered under the Securities Act, the
transfer restrictions and registration rights applicable to the
Old Notes will not apply to the Exchange Notes, and the Exchange
Notes will not contain any provisions relating to liquidated
damages in connection with the Old Notes under circumstances
related to the timing of the Exchange Offer. The Old Notes are,
and the Exchange Notes will be, guaranteed by the direct and
indirect domestic wholly-owned subsidiaries of GameStop Corp.
(other than the co-issuer GameStop, Inc.) on a senior unsecured
basis with unconditional guarantees.
The Issuers will accept for exchange any and all Old Notes
properly tendered according to the terms of the Prospectus and
the Letter of Transmittal. Consummation of the Exchange Offer is
subject to certain conditions described in the Prospectus.
We are asking you to contact your clients for whom you hold
Old Notes registered in your name or in the name of your nominee
or who hold Old Notes registered in their names.
The Issuers will not pay any fees or commissions to any broker
or dealer or other person for soliciting tenders of Old Notes
pursuant to the Exchange Offer. You will, however, be reimbursed
by the Issuers for customary mailing and handling expenses
incurred by you in forwarding any of the enclosed materials to
your clients. The Issuers will pay all transfer taxes, if any,
applicable to the tender of Old Notes to them or their order,
except as otherwise provided in the Prospectus and the Letter of
Transmittal.
Enclosed are copies of the following documents:
| 1. a form of letter which you may send to your clients as a cover letter to accompany the Prospectus and related materials, with space provided for obtaining the clients instructions with regard to the Exchange Offer; | |
| 2. the Prospectus; | |
| 3. the Letter of Transmittal for your use in connection with the tender of Old Notes and for the information of your clients; | |
| 4. a form of Notice of Guaranteed Delivery; and | |
| 5. the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. |
Your prompt action on behalf of your clients is requested. The
Exchange Offer will expire at 12:00 a.m., New York City
time,
on ,
2006, unless the Exchange Offer is extended by the Issuers. The
time at which the Exchange Offer expires is referred to as the
Expiration Date. Tendered Old Notes may be
withdrawn, subject to the procedures described in the
Prospectus, at any time prior to 12:00 a.m. on the
Expiration Date.
To participate in the Exchange Offer, certificates for Old
Notes, or a timely confirmation of a book-entry transfer of such
Old Notes into the Exchange Agents account at The
Depository Trust Company, together with a duly executed and
properly completed Letter of Transmittal or facsimile thereof,
with any required signature guarantees, and any other required
documents, must be received by the Exchange Agent by the
Expiration Date as indicated in the Prospectus and the Letter of
Transmittal.
If a holder of Old Notes wishes to tender, but it is
impracticable for it to forward its Old Notes prior to the
Expiration Date or to comply with the book-entry transfer
procedures on a timely basis, a tender may be effected by
following the guaranteed delivery procedures described in both
the Prospectus under The Exchange Offer
Guaranteed Delivery Procedures and the Letter of
Transmittal.
Additional copies of the enclosed materials may be obtained from
the Exchange Agent, Citibank, N.A., by calling
[ ] and directing your inquiries to
[ ].
| Very Truly Yours, | |
| GameStop Corp. | |
| GameStop, Inc. |
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE
YOU OR ANY PERSON AS AN AGENT OF THE ISSUERS OR THE EXCHANGE
AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY
STATEMENTS ON BEHALF OF EITHER OF THEM WITH RESPECT TO THE
EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE
PROSPECTUS AND THE LETTER OF TRANSMITTAL.
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