Cali2Tired

Allow me to translate this letter from eBay for those who don’t speak legalese: Ryan, We got your unsolicited offer to buy eBay for $125/share (half cash, half stock) supported by your 5% economic interest in eBay. Our board, backed by the usual crew of bankers and lawyers who get paid either way, “thoroughly reviewed” it. We’re rejecting it. Not because the math doesn’t work. Not because the highly confident letter from TD Securities for up to $20B on top of your $9B+ cash pile is fake. None of that. We’re rejecting it because your entire approach to running a company is an existential threat to how we like to operate here. Here are the reasons we feel this way, and the things we considered before paying consultants to write this: 1) We’d rather keep milking eBay as a “standalone” cash cow than let you turn it into something bigger and better. 2) Sure, you’ve got real financing lined up and you “know people” with deep pockets, but we’re going to call it “uncertain” anyway so we don’t have to engage. 3) Your plan would actually force real long-term growth and profitability changes we’d rather not be held accountable for. 4) The debt we pretended you can’t even obtain, the operational integration and focus on seller satisfaction, and most importantly, putting someone like you in charge of the combined entity all sound like a nightmare for our current leadership structure because all of us would have zero job security. 5) The valuation math only looks bad if you ignore the 46% premium you’re offering our shareholders and the upside from fixing eBay the way you fixed GameStop, which we are choosing to do and hoping nobody notices. 6) And I hope we buried the lede far enough here: Your governance and executive incentives are completely incompatible with ours. You and your board take zero cash, no salary, no bonuses, no golden parachutes. You buy shares with your own money and only get paid if shareholders win. We, on the other hand, like our nice, reliable annual payouts regardless of whether the stock is flat or the company is just coasting. We’re not about to hand over our golden goose to a guy who eats only what he kills. Look, eBay is “strong” and “resilient” in the way every entrenched public company says it is while handing out eight-figure checks and perks to the C-suite. We’ve done the usual incremental stuff: tweaked the marketplace a bit, returned some capital, and we’d like to keep doing that without any cowboy from GameStop coming in and demanding actual skin-in-the-game accountability. Can you just leave us alone? Our team remains focused on protecting the current regime and delivering “value”… mostly to ourselves and our consultants. Thanks, but no thanks, Paul S. Pressler
Chairman of the Board, eBay
(And proud beneficiary of the status quo)

after RC's interview with the WSJ it really looks like all the pieces are starting to fit together for $GME. quoted to this post is my observation about GameStop filing a templated bond indenture back in October with the modified S-3 from the warrants. so now we have: • a warrant agreement that outlines a "Share Exchange Event" if there were to be a merger or acquisition, a new class of shares, etc. (section 4); • a ready-to-go bond indenture; • the GameStop board announcing a compensation package for RC; • big dog himself telling the WSJ that he is looking to make a large acquisition. who needs forward guidance when the roadmap is this clear! the bond indenture is a finalized, execution-ready document. there is just no way that they filed this as a "just in case" and it became painfully obvious after the interview article. you don't file detailed indenture documents unless bond issuance is part of a concrete capital plan. that's when it clicked. when the compensation package was revealed it whimsically (read: intentionally) did not have a set shareholder vote date set and just said "sometime in March or April". none of it is coincidence I believe all of it is planned around the Company's annual earnings release and they are going to issue bonds to help fund their big acquisition(s). the only question is in what order? I thought to myself, for someone who never "telegraphs their strategy", why is RC saying that they are ready to utilize the investment policy and make an acquisition? what purpose does it serve? then it hit me. are they doing the bond roadshow right now? here's the thing. almost half of GME's cash is from the convertible notes and if they just went and marketed a bond raise it could face significant skepticism and demand weak pricing, maybe even get a lacklustre credit rating. investors might push for a higher yield premium for their risk. but if big dog is talking to the main M&A writer for the Wall Street Journal, well, that changes everything. bond markets like certainty and RC just gave out his plan for all of them to hear. I think he is providing a use of proceeds narrative and creating the business rationale that bond investors like to hear. here I thought that the vote on the compensation package was going to be first but it may be the last piece. in my opinion this unfolds in one of two ways: one: • first will come the annual earnings to give an up-to-date financial baseline before major strategic moves. this will show credibility with institutional investors before asking them to evaluate a major acquisition; • make an acquisition announcement in hopes of boosting the stock price and creating momentum heading into the shareholder vote on the pay package; • issue the bonds to offset the cost, fill a funding gap or if the acquisition is announced with some lead time, get the financing in order before closing. • shareholders can evaluate big dog's strategy and vision ahead of the vote to approve the pay package. I think the pay package and its astronomical targets might create stock price volatility that could complicate bond pricing so I think no matter what, it happens last. (this places all other events before or inside of "March or April"). two: • earnings first for up-to-date financials; • everything else from the first point stays the same but the acquisition and bond issuance announcements are bundled together to signal confidence into the stock price (against the price of an acquisition); • pay pack vote last to show the vision and get approval. remember, the bond indenture was filed back in October 2025 so every step has been planned out for a long time. they have probably engaged with the Investment banks for months already. same goes for anchor investor(s) (maybe this is how Mr. Almadeed fits into the picture in all this). three: • things are happening really quickly, the bonds are about to be marketed or are right now and this is why big dog gave the interview to WSJ. • earnings will come afterwards because "things are moving fast" for whatever reason. the biggest signal of this option happening will be an earnings pre-release like there was in May 2024 before the first ATM offering. I believe that the second option is the most likely. RC communicating the plan to the news was a bit of a curve ball on the timeline, but maybe it is to negotiate attractive bond pricing and have investors lined up well ahead of time, just like they did with the templated indenture. it makes the most sense to announce the acquisition and financing together as a complete and strategic plan because it will make everyone happy. the bond investors hear about specific use of proceeds and a clear business rationale; equity investors will be happy because it avoids the uncertainty of announcing an acquisition without explaining how it will be paid for. that will absolutely insulate downward pressure on the stock if it is known the current cash pile won't be depleted. you tell the market one comprehensive story. bond buyers can see the complete transaction, (maybe even giving GME leverage to negotiate better pricing?), create some excitement and momentum from a major announcement that could drive stock price acceleration ahead of the pay pack vote. the really exciting thing about the bond indenture is it opens the flood gates for how big the GameStop Board could be thinking. rocket. wee. genesis. isn't it obvious?

what if the ace up the sleeve for $GME is not about the actual acquisition, but what happens after the acquisition? what if it is Delaware Law Title 8, Chapter 1, Subchapter IX. Merger, Consolidation or Conversion. specifically §251(g)? like many I was surprised to see RC doing the media tour and for the first time, hyping how big their plans will be. I mentioned before that a likely explanation could be they are doing a roadshow for an upcoming traditional bond offering. I also couldn’t help but worry when I read some snippets: “it's gonna be really big. Really big. Very, very, very big," Cohen said of the size of the acquisition.” “this is something that really has never been done before within the history of the capital markets.” “it has the "potential to make [GameStop] worth several hundreds of billions of dollars.” ..because no matter what the Board was planning, the market could make this the largest sell-the-news event in history to try and curb their momentum and sentiment around the pivot of GameStop into a holding company. why would big dog do that? why would he not say basically anything for 5 years then suddenly risk shooting himself in the foot by making grandiose claims about their first acquisition? lets not overlook that in the CNBC article he claims this one acquisition could propel the market cap of the company to the extent his entire pay package vests.. it got me thinking about why he would be so confident. then I found §251(g): “Delaware General Corporation Law Section 251(g) allows a corporation to reorganize into a holding company structure without requiring a stockholder vote. This statutory provision facilitates mergers with a wholly-owned subsidiary, ensuring the holding company has the same charter provisions as the original corporation, often used for corporate restructuring or, historically, for adopting anti-takeover measures.” emphasis mine. it is mainly used to create a new, top-level holding company where the original parent corporation used to be. That old parent co becomes a subsidiary and shareholders receive identical shares in the new holding company. “Section 251(g) facilitates a holding company reorganization merger where outstanding shares of the original corporation are automatically converted into equivalent shares of the new holding company upon the merger’s effective time, provided all statutory conditions are met (e.g., identical rights and no tax recognition). This conversion is seamless and does not require surrendering or recalling physical certificates or shares,..” hang on.. I know exactly what I thought of when I read that. do you remember this? this sure provides a convenient explanation. oh, I can already hear the naysayers.. upon the merger's effective time. do you now remember what happened immediately before September 2024? the Board closed their credit facility and less than one month later, a pre-negotiated, pre-settled agreement was filed by the FTC. I wrote at the time that I believed the Company applied to the FTC for a pre-merger certificate, hence why the settlement came out when it did and that the issuance of the certificate occurred after the second, 30-day review period following the filing of RC's settlement of the FTC violation. that is why he tweeted "yolo" exactly 60 days after the application for the certificate, because he got it. OK back on topic. guess what else? if they want to, a company can reissue shares under §251(g) as tokenized shares even if they weren’t tokenized before, as long as the tokenized shares are identical in all the important respects like rights, voting powers, etc. to the original shares. this is explained in §251(g)(2). “Since §251(g) allows for a holding company reorganization where the new parent issues shares that mirror the originals, the holding company can adopt a blockchain-based stock ledger for its issuance process. This doesn’t violate the “identical” requirement because the form of record-keeping (traditional vs. blockchain) is administrative, not substantive—much like switching from certificated to uncertificated shares, which Delaware law expressly supports.” hang on now.. do you remember the S-3 that was filed in May 2024, defining digital assets inside of the sale agreement contract between GME and Jefferies? for their share offering? GameStop’s current corporate structure looks like this: GameStop Corp (parent) holding company → GameStop Inc (subsidiary) that manages retail operations. the shares are issued for ownership of the parent company. important to understand that the legacy business is managed by a subsidiary. what if in the future GameStop wanted to maintain the brand identity for their retail business as the premier destination for how to spend your leisure time, but wanted to have a new name for their investment behemoth diversified holding company.. like Teddy? they could: • acquire a company that they find undervalued or owning an asset they would want; • place it as a subsidiary of GameStop Corp; • perform a Section 251(g) corporate reorganization; • and name it whatever they want. then it becomes Teddy (probably) → GameStop Corp → GameStop Inc. you may be wondering why? ..well, tell me why shares of GME were labelled new class in 2024? kidding aside, this allows GameStop Corp to keep its current roles: strategic oversight, capital allocation, governance.. the investment policy.., and allows a new parent corporation to be formed to hold all of the acquisitions made by a dying, brick and mortar retailer-turned-investment fortress, managed by big dog and friends. and! it does not require a shareholder vote. that could explain Section 4 of the warrant agreement, specifically why they chose to include legal definitions around a “Share Exchange Event” in the event of a reorganization: it would explain the “new class” anomaly observed in September 2024 (or it was a private placement); it would explain why the ATM agreement would require GME and Jefferies to have explained digital assets in a contract only to do with selling of their shares; and lastly, it could explain why RC is so confident in his interviews with the news media. talk about exciting times. n.b.—this is just my personal opinion and fun speculation.

What if the wild card is that Ryan has another source of cash 🦋 and decides to complete an eBay acquisition without the massive GME dilution Wall Street is expecting?