On May 12, eBay's board told Ryan Cohen his bid was "neither credible nor attractive."

And officially rejected the bid.

On August 2, Cohen activated the convertible debt exchange.

Yesterday, EBAY posted a blowout quarter.

Every headline says the board's position is stronger than ever.

None of that matters.

Because eBay is 105% institutionally owned.

Meanwhile, the board is actively dropping their ownership.

So why the fuck isn't anyone talking about what that means for an M&A?

And why is everyone ignoring that the last thing Ryan Cohen said is this will be decided by the owners of the company?

The Number Everyone Is Ignoring

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eBay institutional ownership summary — 105.69% institutional ownership, 444M shares outstanding, $52.158B total value of holdings

105.69%.

Institutions don't just own eBay.

They own more shares than actually exist.

444 million shares outstanding, $52.158 billion in institutional holdings.

The number exceeds 100% because shares get lent, borrowed, and double-counted through short positions and derivative overlaps.

But the structural point is absolute: the entire float and then some is all institutional capital.

In a typical public company with 30-40% institutional ownership, "going directly to shareholders" means a public campaign.

Newspaper ads. TV interviews. Podcasts.

A proxy fight where you spend months trying to convince millions of dispersed retail holders to override their board.

That's the movie everyone is waiting for, for some fucking reason.

It's NOT this movie.

When Cohen told Barron's in June that he would take the bid directly to eBay's owners, every analyst interpreted this as a hostile public proxy fight.

When he said on CNBC "we're coming for eBay one way or another," the coverage framed it as bluster.

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But in a company that is 105% institutionally owned, "going directly to shareholders" is a phone call.

It's a series of private meetings.

It's a slide deck you present to consultants at those instutitions.

It's wall-crossing conversations where you share the terms under NDA and gauge willingness to tender before the offer goes public.

It's the same channel through which the convertible exchange was negotiated — "privately negotiated exchange agreements with certain institutional holders."

The Tender Math at 105%

Under Delaware law, a tender offer doesn't need board approval. Cohen needs a majority of shares tendered to close.

GameStop already owns 9.8% of eBay: 43.39 million shares, physically settled on July 17.

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That means he needs roughly another 41% of total shares outstanding to reach majority. In a company where institutional ownership exceeds the total share count, the top 15 holders alone probably represent 45-50% of shares outstanding.

The decision lives inside a concentrated pool of portfolio managers who already know the terms because the terms have been in the market since May 3.

Cohen doesn't need to convince the long tail. He doesn't need a PR war. He doesn't need to run ads.

He needs a room.

And the convertible exchange just told us he's already been in that room.

The same class of institution that holds eBay - the 144A qualified institutional buyers, the large asset managers, the funds that make up that 105% - are the same counterparties who just voluntarily swapped guaranteed par-value GameStop debt for equity at $19.

I laid out the full mechanics of that exchange in my previous post.

The point here is different.

The point is: the exchange wasn't just a balance sheet move. It was a signal. Those counterparties told you which side they're on. They traded a guaranteed return for equity upside in the acquirer.

Now ask yourself: when Cohen picks up the phone and calls these same institutions about tendering their eBay shares, is that a cold call?

The Held Presentation

On June 23, GameStop announced that Cohen was withdrawing his $35 billion performance award to focus entirely on the eBay acquisition.

In the same press release, the company said it would release

>"a detailed presentation of the strategic rationale and operational plan for the combined company"

GameStop June 23 press release — "detailed presentation of the strategic rationale and operational plan for the combined company...this week"

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Three days later, on June 26, the language softened. GameStop filed its fiscal year outlook and added one line:

>"Additional materials regarding the proposed transaction are forthcoming."

GameStop June 26 8-K "Additional materials regarding the proposed transaction are forthcoming"

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That was over five weeks ago. The presentation has not been released.

GameStop doesn't say "this week" and then sit on it for five weeks by accident. The presentation exists. The $500 million personal commitment structure has been worked out. The operational plan has been built. It's all ready.

My strong opinion:

The presentation is the tender offer package. You don't release your pitch to eBay's shareholders as a press release and then re-file it as part of a Schedule TO. You hold it until you're ready to file.

And you don't file until you've finished aligning the institutional base, which is what the convertible exchange just did.

The sequence:

1. Align the institutional counterparties through the convertible exchange (August 2)
2. Let the initial selling pressure wash through
3. File the tender with the full package: presentation, financing, $500M commitment
4. The tender reprices the stock through the $29 level that the exchange just structurally cleared

The materials have been ready since late June.

The key question was when to deploy them.

The eBay Earnings Wrinkle

eBay reported Q2 yesterday. Double beat.

• $3.13 billion in revenue, up 15%.
• EPS of $1.60 versus $1.51 consensus.
• GMV of $22.4 billion, up 15%.
• Focused category GMV up 26%.
• Full-year guidance raised.

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eBay Q2 2026 earnings release headline — revenue, EPS, GMV beats

The board will use this. "We're executing. We're growing. We don't need GameStop."

But now look at Q3 guidance.

• 7-9% organic FX-neutral GMV growth.
• Visible deceleration from Q2's 15%.
• Depop closed at $200 million more than initially announced.
• Near-term earnings pressure from integration costs.

Here's what that means for the institutional holders staring at both positions.

eBay is trading at ~$112. The bid is $125.

The stock is at 90% of the offer price.

Growth is decelerating.

Depop weighs on near-term margins.

The question for every portfolio manager holding eBay is simple: do you believe eBay sustains 15%, or is this the peak?

If the growth is peaking, $125 is the exit.

The board can point to a strong quarter all day. But the board doesn't own the company. The institutions who hold 105% of the shares outstanding do. And when you're a portfolio manager and the stock is trading at 90% of a $125 bid with decelerating growth, the math doesn't care about the board's press release.

The Structure of the Combined Company

Cohen isn't building a bigger GameStop. He's building a holding company.

This has been signaled from the beginning.

The Teddy Holdings trademark portfolio.

The withdrawal of the $35 billion performance award, not because it was excessive, but because the compensation structure of an operating company CEO doesn't belong at the holdco level.

Cohen said he would run the combined company as CEO with no salary and no cash bonus.

My strong opinion:

GameStop reorganizes into a holding company structure via a §251(g) short-form reorganization under Delaware law. GameStop and eBay become wholly-owned operating subsidiaries. Teddy sits at the top.

Here's how the capital stacks:

TD Securities (up to $20B)

• The anchor bank for the transaction.
• This sits at the top of the capital structure.
• Senior secured. First claim on cash flows.

SWF Preferred/Structured Equity (~$26B)

• PE-equivalent.
• Permanent duration.
• Likely at the holdco level.
• Senior to common but below debt.

GameStop Operating Cash (~$5B)

• Reduced from ~$9.4B after spending ~$4.3B to accumulate the 9.8% eBay toehold.
• The toehold removed 43.39M shares from the tender at ~$101 average cost - shares that would have cost $5.4B at the $125 offer price.
• The toehold saved over $1B in deal cost while giving Cohen voting power and a blocking position.

Cohen's GP Commit ($500M)

• The founder's personal capital. Disclosed on All-In, confirmed in the Bloomberg interview July 16.
• In PE terms, this is the general partner commit.
• Less than 1% of total deal value. Enormous relative to his personal net worth.

Converted Noteholders ($1.4B → Class A Common Stock)

• Institutions who voluntarily gave up guaranteed par-value repayment for equity at ~$19.
• After September 23, they are shareholders, not creditors.
• If a §251(g) holdco reorganization follows, they carry through into the parent entity.
• These become the institutional equity base of the combined company from day one.
• Same class of capital that holds eBay. Same names being approached to tender.

GMEWS Warrants ($32 Strike, October 30, 2026 Expiry)

• The trailing capital call.
• Exercise brings additional capital into GameStop's treasury at $32/share.

What the Combined Entity Looks Like

Two operating subsidiaries under one holdco.

eBay: the marketplace engine.

• $22.4B quarterly GMV.
• $3.1B quarterly revenue.
• 28.5% non-GAAP operating margin.

GameStop: the physical retail and collectibles platform.

• Revenue up 14%.
• Collectibles at 42% of sales.
• Gross margins at 40.7%.

Total:

• Combined annual revenue: ~$16-17B.
• Combined annual GMV: $90B+ .
• Post-deal cash generation: $2B+ annually from eBay alone.
• Debt: $20B TD facility, serviced by combined cash flows.
• Permanent capital: SWF equity + founder stake + converted institutional equity.

That's a top-25 S&P 500 company with a permanent capital structure, two revenue engines, a founder-operator with the largest personal stake in the room, and an institutional shareholder base that was recruited before the tender was even filed.

A Note to Retail

I know what some of you are thinking.

You bought GME to fight institutions.

And now I'm telling you the deal closes because institutions are aligned on both sides of the table.

That the convertible exchange recruited the same qualified institutional buyers that the original movement was built to oppose.

That the entire architecture depends on sovereign wealth funds and bank debt and private placements with names you'll never see.

I get why that's hard to hear.

But here's the thing. Cohen never told you he was building a meme stock. Go back and read everything he's ever said publicly. Not what the subreddits projected onto him. What he actually said.

He said he wanted to build a rival to Amazon.

He said that in his original letter to the GameStop board in 2020.

He said it when he took the chairman seat.

He said it in his Barron's interview.

He said it on Bloomberg.

He said it on All-In.

It is the single most consistent statement he has made across six years of public commentary.

Everything else has shifted: the product strategy, the cost structure, the capital allocation, the acquisition targets.

The Amazon framing has never moved.

You rival Amazon with $90 billion in combined GMV, a permanent capital structure backed by sovereign wealth, a marketplace platform with 130+ million active buyers, a physical retail footprint, a collectibles vertical no one else can replicate, and a founder-operator who put $500 million of his own money on the table and took zero salary.

That's what's being built.

Retail saved GameStop from bankruptcy. Retail funded the ATM offerings that gave the company $9.4 billion in cash. That's real and it matters. We were the seed capital for everything that followed.

But seed capital doesn't run the company at scale.

Seed capital creates the conditions for what comes next.

And what comes next is a holding company with two revenue engines, institutional backing, and the operational infrastructure to actually compete with the largest commerce platform on earth.

If you're holding GME because you believed Cohen when he said he was building something that could rival Amazon, you're exactly where you're supposed to be.

Disclaimer:

I wrote this whole thing and used Claude Opus 4.6 to assist with a final editing pass and for title ideas.

I also post more freeform and frequently on X under GoatBeardzDD.

I finally solved my S22 Ultra overheating issue, so I wanted to share what I found in case it helps someone else. There isn't much information online about the specific problem I was having, and hopefully, this can save someone else a lot of troubleshooting.

The S22 Ultra is already known for having issues with its cellular/5G antennas. There are plenty of reports of people experiencing poor signal or losing their mobile data connection.

In my case, the biggest symptom became constant overheating.

Here's a simple test that helped me diagnose it:

• Turn Airplane Mode ON.

• Turn Wi-Fi back ON while leaving cellular disabled.

If your phone suddenly stops overheating, there's a good chance the problem is related to the cellular antennas or their circuitry.

I bought my S22 Ultra used at a low price because it already had mobile data issues. I replaced both cellular antennas and the USB-C charging port, and everything worked fine for a while. Then, out of nowhere, the phone started overheating constantly.

When I enabled Airplane Mode (with Wi-Fi still on), the overheating immediately stopped. I also noticed the phone was hottest directly across from the volume buttons, which is where one of the cellular antennas is located.

Replacing the antennas wasn't a particularly difficult repair. If you're comfortable opening electronics, it's very doable. At a local phone repair shop, replacing both antennas, the USB-C charging port, and installing a new battery would have cost $200+.

Hopefully this helps someone else narrow down the cause of their overheating issue.