TCGplayer: The Diamond in the Rough? RC giving 2022 Vibes

xx,xxx holder here. Back with some more speculation in this 5 year journey of madness. Half the fun has been attempting to put together the puzzle pieces over the years. Making this post about something I have been pondering with the recent Ebay acquisition proposal.

TLDR: RC ran this similar play at towel in 2022 (9.8% stake, same public pressure, same "the good asset is trapped in the parent" thesis about buy buy Baby). Thesis was right, but the execution died because the parent burned out first. The bbBaby of this deal is TCGplayer, which eBay bought for $295M and which is not a website but the price oracle for the entire card singles market plus seller software inside thousands of local shops. That's worth more to GameStop than any other company because trade in valuation at scale is a bottleneck in a business thats already 40%+ collectibles. Gamestop is already 2/3 there - PSA's CEO is on the board, power packs already bridges physical to digital via the vault. A carve out or even just a commercial partnership gets RC the piece that matters for a fraction of $55B. Speculative bonus: The shelved digital marketplace rails from 2022 makes a lot more sense once you own trusted price discovery in a real card market.

The big question is: how in the world can a company like Gamestop afford to purchase a giant like Ebay? Maybe this is the wrong question. Maybe this is play similar to what he has already run before. The real question may be: is Gamestop after something else in this deal?

For context: in March 22, RC builds a stake in towel. His argument was that there was a healthy asset trapped in side the parent company (bbBaby). He valued it more than the entire parent company was worth.

RC was able to get 3 board seats in this company, but the company burned through its runway before anything could close. Who knows what happened with that mess and there are way too many theories out there about what could still be going on. Eventually bbBaby was sold away in bankruptcy. RC's thesis was right, but the execution became impossible.

The weird part is RC's stake in towel was 9.8%. Sound familiar? Same 13D, same Public Pressure, same board entrenched and not aligned with shareholders.

So what's the bbBaby with this Ebay deal? TCGplayer. Ebay bought it in 2022 for 295mil. Now it's a huge part of the card market.

TCG: it's not a card website, Its the price oracle for the the entire trading card market. TCG market price is the reference number. Every local game store, collector, seller, kid checks TCG to find out the worth of a card.

So wouldn't this be worth a fortune to Gamestop based off where GME is heading? Gamestop has always been buy, sell, and trade. 30 years strong. Collectibles are now a huge part of their business. The hard part with physical card retail is answering what do I pay for this card? Trade valuation scale is a bottleneck that needs to be resolved. TCG solves this.

Here could be a possible scenario for GameStop's card market: PSA authenticated and grades (Nat Turner on the board may be a link), TCGplayer price and trades, Gamestop stores intake, fulfillment for the customer. Grade, price, trade, fulfill, in physical stores. No other companies can do this. Gamestop is already 2/3 there right now.

This makes more sense then to buy out eBay. Get the hidden jewel out of Ebay makes much more sense.

Play #1: The negotiated peace: RC agrees to a standstill or sells down the 9.8%, and in exchange eBay carves out TCGplayer at a negotiated price. Call it multiples of the $295M they paid given how the card market has run since 2022. eBays board declares victory ("we defended our independence and monetized a non-core asset at a great multiple"), RC declares victory ("i got the piece that mattered for 3% of what the whole company would have cost"), and GameStop books a fat gain on the eBay stake on the way out.

Play 2: The cheap one, and honestly the more likely one: no purchase at all. a commercial partnership where GameStop stores become the physical intake, authentication and fulfillment nodes for eBay and TCGplayer collectibles. eBay gets 1,600 storefronts without buying them. GameStop gets marketplace access and pricing data without $55 billion. And heres the thing that bugs me about play 2 -- that's literally what cohen described in his own proposal letter. Stores as authentication and fulfillment nodes. RC may have been describing the settlement the entire time and everyone read it as the acquisition.

Here some extra Tin:

Gamestop built a digital marketplace in 2022. Non-custodial, ethereal L2. It wasn't just overpriced JPEGs, it listed actual in game items. Gods Unchained, Illuvium, Guild of Guardians. It did some real volume. Then it was shut down in 2024 for regulation reasons.

Infrastructure was built, shipped, and worked. On the All In Podcast, RC described a third pillar "not spoken about publicly" -- a marketplace for in game digital items. His words were basically that it's what NFTs could have been, except in game items actually have utility. On the federal record as a 425 filing, not a rumor.

Now line it all up. What killed the 2022 marketplace was three things: no AAA publisher support, crypto onboarding friction that filtered out normal gamers, and the regulatory environment. What it never had was trusted price discovery and real liquidity in a collectibles category people already trade.

TCGplayer could be exactly that. And heres the overlap nobody says out loud : Gods Unchained, the flagship title on GameStops old marketplace, was a digital trading card game. The distance between "trading card marketplace" and "digital trading card marketplace" is a lot shorter than the distance between "NFT marketplace" and gaming.

The Lacking Problem with This Play

bbBaby worked as a pressure play because the parent company was dying. Ebay is not the company. Ebay is leaning into the card market. They do not have much of a reason to get rid of it, even if it got Gamestop to stop the pursuit. At this moment, they don't seem bothered by RC in the least. Haven't even prepared their poison pill in defense...

But what if this 55bil deal wasn't meant to close? Anchor enormous, settle narrow. You dont get a board to hand over a prized asset by asking for it. You get it by threatening the entire company and then reluctantly accepting less.

It would explain the thing thats bothered me since may: why launch a bid this size with financing that has never advanced past a highly confident letter? If the goal is closing, you paper the money first. if the goal is leverage, you move exactly the way RC has moved. Accumulate to 9.8%, refuse to negotiate against yourself, say "one way or another," and keep every option open while the target board burns credibility defending against an offer you never intended to fund. Under that reading the toehold isn't a down payment. it's a hostage.

What I am keep an eye out for:

  • any commercial agreement language between GameStop and eBay. that would tell you the endgame was always narrower than the headline
  • any disclosed standstill discussion
  • TCGplayer getting broken out separately in eBays reporting
  • GameStop hiring anyone with marketplace, payments or digital asset experience
  • power packs expanding beyond cards

TLDR: RC ran this similar play at towel in 2022 (9.8% stake, same public pressure, same "the good asset is trapped in the parent" thesis about buy buy Baby). Thesis was right, but the execution died because the parent burned out first. The bbBaby of this deal is TCGplayer, which eBay bought for $295M and which is not a website but the price oracle for the entire card singles market plus seller software inside thousands of local shops. That's worth more to GameStop than any other company because trade in valuation at scale is a bottleneck in a business thats already 40%+ collectibles. Gamestop is already 2/3 there - PSA's CEO is on the board, power packs already bridges physical to digital via the vault. A carve out or even just a commercial partnership gets RC the piece that matters for a fraction of $55B. Speculative bonus: The shelved digital marketplace rails from 2022 makes a lot more sense once you own trusted price discovery in a real card market.

reddit.com
u/Pottle13 — 13 days ago
▲ 45 r/GME

A Rocket and Sling: How RC loaded a war chest and aimed it at eBay

I wrote this post a couple weeks ago and want to revise some things that didn't work out. https://www.reddit.com/r/Superstonk/comments/1u220di/the_2019_buyback_shrinking_floats_and_how_the/?utm_source=share&utm_medium=web3x&utm_name=web3xcss&utm_term=1&utm_content=share_buttonok

I've been mapping the whole GameStop board - the bonds, the cash, the guidance, how they actually fund eBay and im now pretty convinced the market is reading this thing exactly backwards. They're pricing a weird-balance-sheet retailer making a longshot bid. what i see is a sequence: Project Rocket loaded the war chest, Project Sling is the swing at eBay, and the structure to pull it off is clicking into place piece by piece. Heres the whole picture, why i think its going to plan, and the one catalyst i'm actually waiting on.

TLDR: the market's reading GME backwards - it's a SEQUENCE, not a mess. Project Rocket ($3.75B of 0% bonds, funded by selling peak IV, dilution is the company's choice and on a leash) loaded the war chest. the $9.7B cash + 0% debt capacity + stock currency = more ways to fund eBay than the price reflects. The >$600M EBITDA guidance (filed as a 425 = deal collateral) proves the engine works and makes the bid fundable. and Project Sling is the swing at eBay. the dilution everyone fears IS the bull case - you don't build a juggernaut without issuing currency for the assets (prop 5's 2.5B authorized is the fuel). the structure is textbook: a top-tier HoldCo to isolate the $20B debt (your shares convert 1-for-1, new CUSIP, total non-event, see alphabet) + an SPV to fund the cash half as equity (RC hinted sovereign wealth). None of the architecture is confirmed yet - the catalyst to watch is the S-4 / an equity commitment letter / a group 13D / a CFIUS filing, and GME already said more materials are forthcoming.

Piece 1: The bonds - Rocket, the loaded ammunition

I feel like most forget these and theyre the foundation of everything. Gamestop raised $3.75 billion across two 0% convertible notes: $1.5B due 2030 (converts $29.85) and $2.25B due 2032 (converts $28.91). zero coupon. and the timing was the genius part: they raised it when implied vol was sky high, which makes the embedded conversion option valuable, so Cohen basically sold expensive calls on his own stock at the peak and used that premium to drive the borrowing cost to literally nothing. park $3.75B in t-bills at 4-5%, earn $150M+/yr on money that costs zero. he turned the stocks own volatility: (the thing shorts try to weaponize against us) into a free war chest. Project Rocket, and it worked exactly as drawn up.

And the dilution everyone panics about is on a leash. crossing $29.85 doesnt auto convert anything, and when it does convert, gamestop picks cash, shares, or a mix - the company holds the cards, not the bondholders. With the cash on hand they can settle principal in cash and barely issue shares if they choose to.

Piece 2: The Cash

Q1 closed with $9.7 billion in cash and investments and record net income of $389 million. yeah, that cash has a lot of potential jobs (eBay, the derivatives, the bonds, the buyback) - but flip how you read it. The market looks like it sees strain. i see a guy with more ways to fund this than the price reflects: cash, 0% debt capacity, a stock he can issue as currency, and whatever hes building on the side. Most companies swinging a $55B deal have one financing path and a prayer. RC has a whole stack of them.

piece 3: the forward guidance curveball - the turnaround is the launchpad

This is the piece that makes everything else credible and it barely got airtime. Gamestop guided to OVER $600 million in adjusted EBITDA this fiscal year, up from $345 million last year. operating income positive, collectibles ripping, lean cost base. Now notice how they filed it - as a rule 425, a merger communication. That was not an accident. They're dropping the operating strength straight into the deal record, basically saying "look how strong the acquirer is" exactly when they need eBays holders and the financing market to believe it. this is a profitable, growing company now, not the husk from 2021 - and a strong operating business is what makes a $55B bid fundable in the first place. The turnaround isn't separate from the deal. it's the launchpad for it.

Piece 4: How eBay gets paid

The original offer is $125/share, $55.5B, half cash/half stock.

The stock half is $27B of GME issued as currency - a lot of new shares, potentially tripling the count. heres the reframe that took me too long to actually get: thats not the risk, thats the win. you do not become a holding-company juggernaut without issuing currency to buy the assets - every conglomerate in history was built this way. the billion shares arent dilution to fear, theyre the mechanism: you trade a bigger slice of a small company for a smaller slice of something much bigger and more durable. If RC/Gamestop buys eBay below what its worth, that "dilution" is the most accretive move hes ever made. Dilution becomes the bull case. Proposal 5 cranking authorized shares to 2.5B isnt a warning sign, its him loading the equity fuel.

The cash half is the real open question - they need ~$27B and have ~$9.7B, so theres a gap. whats already on the table: TD wrote a $20B financing letter, and Cohen said hes putting in $500M of his own money. How the rest gets filled is where the structure comes in.

piece 5: the architecture - a HoldCo + an SPV (the part im watching for...)

If youre going to bolt eBay onto GameStop, you do not load $20B of acquisition debt onto a legacy bricks-and-mortar retail entity - this could put the retail business against the deal and drag the whole thing toward the rating cliff. The professional way to do this is a top-tier holding company: a new parent that sits above both GameStop retail and eBay, owns them as subsidiaries, isolates the debt at the HoldCo or sub level, and runs as a pure capital allocator. Berkshire and alphabet are the templates. and for you as a holder its a total non-event - your shares convert 1-for-1 into the new parent (new CUSIP behind the scenes, ticker most likely unchanged, handled automatically by DTCC). Google did exactly this becoming alphabet and not a single holder felt a thing.

The funding side pairs right with it: an SPV - a special purpose vehicle where RC plus outside equity co-invest to fund the cash half as EQUITY instead of rating-killing debt. The WSJ reported cohen may be seeking sovereign wealth backing for something like it.

now im gonna stay straight with you, because honestly thats the whole point of these posts: none of this architecture is confirmed yet. its the textbook structure and its the most logical path by a mile, but no filing has laid it out. Heres exactly what turns it from logical to REAL, and its what im actually waiting on:

  • the S-4 - its structure and financing section has to spell out the HoldCo and the whole capital stack
  • an equity commitment letter filed as a 425 / 8-K exhibit
  • a Schedule 13D filed by a GROUP naming cohen + a co-investor
  • a CFIUS filing (the tell for sovereign money specifically)

This would be the catalyst. not another EBITDA print, not a strategy deck - one of those filings. and the company already basically told us its coming.

Piece 6: the plan is about to be revealed

Here's the part that has me leaning forward. In that same June 26 filing, gamestop said additional materials regarding the proposed transaction are forthcoming. they're flat out telling you more is coming. Rocket loaded the chamber, Sling took the swing, and now the actual deal architecture - the S-4, the financing, probably the HoldCo - is the next thing to surface. Every other piece of this has landed roughly on schedule. i don't think "forthcoming materials" is filler. i think its the reveal getting teed up, and i think were close.

How it plays out - (no actual bad ending in this scenario)

Most Bullish Scenario (deal closes): something re-rates the stock - console cycle, BTC, deal momentum - GME clears $38 and holds it. the convertible soft-call lets gamestop force conversion on their terms. strong currency means fewer shares issued for the stock half. the HoldCo isolates the debt, the SPV funds the equity, deal closes, gamestop becomes the juggernaut. the float triples and thats what winning looks like. this is the home run.

Still Bullish Scenario (deal stalls, or doesnt happen): say it takes longer or eBay keeps saying no. what do you actually own? a profitable company with record earnings, $9.7B in the bank, 0% debt that just quietly repays in cash with zero bleed, a buyback sitting loaded, and now a >$600M EBITDA run rate. RC keeps compounding. you're holding a cash-rich fortress trading cheap. this isnt a loss branch, its the floor - and the floor pays you to wait.

The Meh Scenario (most likely near term): it chops sideways while the catalysts line up - prop 5, the S-4, the financing. boring, sure. but every one of those boring months is the institutions quietly accumulating (already 22% -> 44%) and the hand getting stronger. patience here is the strategy, not the cost.

My thoughts: strong hand, a real plan unfolding in sequence, multiple ways to win, and a downside thats a profitable fortress. the bonds are loaded ammunition, the cash is optionality stacked on optionality, the guidance proves the engine works, the dilution is the mechanism and not the enemy, and the architecture to pull it off is textbook and probably already drafted. the one thing genuinely worth watching is the S-4 / financing filing - thats the plan made official.

it still comes down to one question: does cohen pay less for eBay than its worth (Or does he see mad potential for its worth). and given the sequence - Rocket, Sling, every piece clicking into place on schedule - i think he knows exactly what hes doing. watch for the S-4. watch for the equity commitment letter. and dont get shaken off a strong hand because the chart is quiet for a few weeks.

TLDR: the market's reading GME backwards - its a SEQUENCE, not a mess. Project Rocket ($3.75B of 0% bonds, funded by selling peak IV, dilution is the COMPANY'S choice and on a leash) loaded the war chest. the $9.7B cash + 0% debt capacity + stock currency = more ways to fund eBay than the price reflects. the >$600M EBITDA guidance (filed as a 425 = deal collateral) proves the engine works and makes the bid fundable. and Project Sling is the swing at eBay. the dilution everyone fears IS the bull case - you dont build a juggernaut without issuing currency for the assets (prop 5's 2.5B authorized is the fuel). the structure is textbook: a top-tier HoldCo to isolate the ~$20B debt (your shares convert 1-for-1, new CUSIP, total non-event, see alphabet) + an SPV to fund the cash half as equity (cohen hinted sovereign wealth). NONE of the architecture is confirmed yet - the catalyst to watch is the S-4 / an equity commitment letter / a group 13D / a CFIUS filing, and the company already said more materials are forthcoming. Looking forward to the discussion.

reddit.com
u/Pottle13 — 2 months ago

A Rocket and Sling: How RC loaded a war chest and aimed it at eBay

I wrote this post a couple weeks ago and want to revise some things that didn't work out. https://www.reddit.com/r/Superstonk/comments/1u220di/the_2019_buyback_shrinking_floats_and_how_the/?utm_source=share&utm_medium=web3x&utm_name=web3xcss&utm_term=1&utm_content=share_buttonok

I've been mapping the whole GameStop board - the bonds, the cash, the guidance, how they actually fund eBay and im now pretty convinced the market is reading this thing exactly backwards. They're pricing a weird-balance-sheet retailer making a longshot bid. What i see is a sequence: Project Rocket loaded the war chest, Project Sling is the swing at eBay, and the structure to pull it off is clicking into place piece by piece. Heres the whole picture, why i think its going to plan, and the one catalyst i'm actually waiting on.

TLDR: the market's reading GME backwards - it's a SEQUENCE, not a mess. Project Rocket ($3.75B of 0% bonds, funded by selling peak IV, dilution is the company's choice and on a leash) loaded the war chest. the $9.7B cash + 0% debt capacity + stock currency = more ways to fund eBay than the price reflects. The >$600M EBITDA guidance (filed as a 425 = deal collateral) proves the engine works and makes the bid fundable. Project Sling is the swing at eBay. the dilution everyone fears IS the bull case - you don't build a juggernaut without issuing currency for the assets (prop 5's 2.5B authorized is the fuel). the structure is textbook: a top-tier HoldCo to isolate the $20B debt (your shares convert 1-for-1, new CUSIP, total non-event, see alphabet) + an SPV to fund the cash half as equity (RC hinted sovereign wealth). None of the architecture is confirmed yet - the catalyst to watch is the S-4 / an equity commitment letter / a group 13D / a CFIUS filing, and GME already said more materials are forthcoming.

Piece 1: The bonds - Rocket, the loaded ammunition

I feel like most forget these and theyre the foundation of everything. Gamestop raised $3.75 billion across two 0% convertible notes: $1.5B due 2030 (converts $29.85) and $2.25B due 2032 (converts $28.91). zero coupon. The timing was the genius part: they raised it when implied vol was sky high, which makes the embedded conversion option valuable, so Cohen basically sold expensive calls on his own stock at the peak and used that premium to drive the borrowing cost to literally nothing. park $3.75B in t-bills at 4-5%, earn $150M/yr on money that costs zero. He turned the stocks own volatility: (the thing shorts try to weaponize against us) into a free war chest. Project Rocket, and it worked exactly as drawn up.

And the dilution everyone panics about is on a leash. crossing $29.85 doesnt auto convert anything, and when it does convert, gamestop picks cash, shares, or a mix - the company holds the cards, not the bondholders. With the cash on hand they can settle principal in cash and barely issue shares if they choose to.

Piece 2: The Cash

Q1 closed with $9.7 billion in cash and investments and record net income of $389 million. Yeah, that cash has a lot of potential jobs (eBay, the derivatives, the bonds, the buyback) - but flip how you read it. The market looks like it sees strain. I see a guy with more ways to fund this than the price reflects: cash, 0% debt capacity, a stock he can issue as currency, and whatever hes building on the side. Most companies swinging a $55B deal have one financing path and a prayer. RC has a whole stack of them.

piece 3: the forward guidance curveball - the turnaround is the launchpad

This is the piece that makes everything else credible and it barely got airtime. Gamestop guided to OVER $600 million in adjusted EBITDA this fiscal year, up from $345 million last year. operating income positive, collectibles ripping, lean cost base. Now notice how they filed it - as a rule 425, a merger communication. That was not an accident. They're dropping the operating strength straight into the deal record, basically saying "look how strong the acquirer is" exactly when they need eBays holders and the financing market to believe it. this is a profitable, growing company now, not the husk from 2021 - and a strong operating business is what makes a $55B bid fundable in the first place. The turnaround isn't separate from the deal. it's the launchpad for it.

Piece 4: How eBay gets paid

The original offer is $125/share, $55.5B, half cash/half stock.

The stock half is $27B of GME issued as currency - a lot of new shares, potentially tripling the count. Here’s the reframe that took me too long to actually get: thats not the risk, thats the win. You do not become a holding-company juggernaut without issuing currency to buy the assets - every conglomerate in history was built this way. the billion shares arent dilution to fear, they’re the mechanism: you trade a bigger slice of a small company for a smaller slice of something much bigger and more durable. If RC/Gamestop buys eBay below what its worth, that "dilution" is the most accretive move hes ever made. Dilution becomes the bull case. Proposal 5 cranking authorized shares to 2.5B isnt a warning sign, it’s him loading the equity fuel.

The cash half is the real open question - they need $27B and have $9.7B, so theres a gap. whats already on the table: TD wrote a $20B financing letter, and Cohen said hes putting in $500M of his own money. How the rest gets filled is where the structure comes in.

Piece 5: the architecture - a HoldCo + an SPV (the part im watching for...)

If you’re going to bolt eBay onto GameStop, you do not load $20B of acquisition debt onto a legacy bricks-and-mortar retail entity - this could put the retail business against the deal and drag the whole thing toward the rating cliff. The professional way to do this is a top-tier holding company: a new parent that sits above both GameStop retail and eBay, owns them as subsidiaries, isolates the debt at the HoldCo or sub level, and runs as a pure capital allocator.

Berkshire and alphabet are the templates. For us as a holder it’s a total non-event - your shares convert 1-for-1 into the new parent (new CUSIP behind the scenes, ticker most likely unchanged, handled automatically by DTCC). Google did exactly this becoming Alphabet and not a single holder felt a thing.

The funding side pairs right with it: an SPV - a special purpose vehicle where RC plus outside equity co-invest to fund the cash half as equity instead of rating-killing debt. The WSJ reported cohen may be seeking sovereign wealth backing for something like it.

Now im gonna stay straight with you, because honestly thats the whole point of these posts: none of this architecture is confirmed yet. It’s the textbook structure and it’s the most logical path by a mile, but no filing has laid it out. Here’s exactly what turns it from logical to REAL, and it’s what im actually waiting on:

  • a CFIUS filing (the tell for sovereign money specifically)

This would be the catalyst. not another EBITDA print, not a strategy deck - one of those filings. and the company already basically told us its coming.

Piece 6: the plan is about to be revealed

Here's the part that has me leaning forward. In that same June 26 filing, gamestop said additional materials regarding the proposed transaction are forthcoming. They're flat out telling you more is coming. Rocket loaded the chamber, Sling took the swing, and now the actual deal architecture - the S-4, the financing, probably the HoldCo - is the next thing to surface. Every other piece of this has landed roughly on schedule. I don't think "forthcoming materials" is filler. i think its the reveal getting teed up, and I think were close.

How it plays out - (no actual bad ending in this scenario)

Most Bullish Scenario (deal closes): something re-rates the stock - console cycle, BTC, deal momentum - GME clears $38 and holds it. The convertible soft-call lets gamestop force conversion on their terms. Strong currency means fewer shares issued for the stock half. The HoldCo isolates the debt, the SPV funds the equity, deal closes, gamestop becomes the juggernaut. the float triples and that’s what winning looks like. This is the home run.

Still Bullish Scenario (deal stalls, or doesnt happen): say it takes longer or eBay keeps saying no. what do you actually own? a profitable company with record earnings, $9.7B in the bank, 0% debt that just quietly repays in cash with zero bleed, a buyback sitting loaded, and now a $600M EBITDA run rate. RC keeps compounding. you're holding a cash-rich fortress trading cheap. This isnt a loss branch, it’s the floor - and the floor pays you to wait.

The Meh Scenario (most likely near term): it chops sideways while the catalysts line up - prop 5, the S-4, the financing. boring, sure. But every one of those boring months is the institutions quietly accumulating (already 22% - 44%) and the hand getting stronger. patience here is the strategy, not the cost.

My thoughts: strong hand, a real plan unfolding in sequence, multiple ways to win, and a downside thats a profitable fortress. The bonds are loaded ammunition, the cash is optionality stacked on optionality, the guidance proves the engine works, the dilution is the mechanism and not the enemy, and the architecture to pull it off is textbook and probably already drafted. The one thing genuinely worth watching is the S-4 / financing filing - thats the plan made official.

It still comes down to one question: does cohen pay less for eBay than its worth (Or does he see mad potential for its worth). And given the sequence - Rocket, Sling, every piece clicking into place on schedule - i think he knows exactly what hes doing. watch for the S-4. Watch for the equity commitment letter. and dont get shaken off a strong hand because the chart is quiet for a few weeks.

TLDR: the market's reading GME backwards - its a SEQUENCE, not a mess. Project Rocket ($3.75B of 0% bonds, funded by selling peak IV, dilution is the COMPANY'S choice and on a leash) loaded the war chest. the $9.7B cash + 0% debt capacity + stock currency = more ways to fund eBay than the price reflects. the >$600M EBITDA guidance (filed as a 425 = deal collateral) proves the engine works and makes the bid fundable. and Project Sling is the swing at eBay. the dilution everyone fears IS the bull case - you dont build a juggernaut without issuing currency for the assets (prop 5's 2.5B authorized is the fuel). the structure is textbook: a top-tier HoldCo to isolate the ~$20B debt (your shares convert 1-for-1, new CUSIP, total non-event, see alphabet) + an SPV to fund the cash half as equity (cohen hinted sovereign wealth). NONE of the architecture is confirmed yet - the catalyst to watch is the S-4 / an equity commitment letter / a group 13D / a CFIUS filing, and the company already said more materials are forthcoming. Looking forward to the discussion.

reddit.com
u/Pottle13 — 2 months ago
▲ 1.7k r/gmeamcstonks+4 crossposts

The 2019 Buyback, Shrinking Floats, and How the Good ol Dr. may have missed the Boat Again. The New $2B Buyback

xxxx share holder here, and I have been thinking about the whole idea of a Requel a lot lately. Last week everyone was (rightfully) staring at the record Q1 numbers and the eBay drama, but the line I keep coming back to got maybe four seconds of airtime : the board unanimously approved a 2 billion dollar buyback through 2029.

That line is doing way more work than people think. And we've literally seen this movie before. From this exact company.

The neglected part of the GME story:

Everybody can recite 2021, almost nobody starts the story in the right year.

March 2019. GameStop is a $4 stock the entire market has left for dead. The board authorizes a $300M buyback.

August 2019, MBrry (good ol doc) starts sending letters to the board telling them to actually use it. His whole point was that at these prices they could retire a massive chunk of the company for pocket change.

And they did. Roughly $178M out the door, about 38 million shares retired (pre split numbers). Shares outstanding went from 102M to 65M. They bought back something like a third of the entire company at under $5/share.

Now line up the dates:

  • Buyback executes through 2019
  • September 2019: some guy named DFV posts his first YOLO. Go back and read his early DD, the shrinking share count is literally part of the thesis
  • August 2020: RC Ventures files its 13D and Cohen shows up
  • January 2021: short interest gets reported at ~140% of float and you know the rest

That 140% number was a fraction. Everyone focuses on the top of it, the shorts who oversized their bets. Nobody talks about the bottom. The float they were short against had been shrunk by a third, by the company itself, the year before. The denominator was the trap.

MBrry demanded the buyback. DFV did the math on it. Cohen walked in after the spring was already loaded.

This isn't a GME one-off either

Dillard's. Heavily shorted department store, "dying retail,"= sound familiar? The family retired over half the shares while shorts kept pressing. Stock went from $25 in 2020 to over $400 in about two years. When shorts finally had to cover there was nothing left to buy. That's what covering into a vanished float looks like.

AutoZone is the slow-motion version. 150M shares in the late 90s, under 20M today. No squeeze headline, just 25 years of the share count grinding lower and shorts getting strangled the whole way down.

Two speeds, same physics. Tender offers are the fast gulp (Dillards). Open market programs are the slow ratchet (AutoZone). Both end badly for the short side.

Now reread the new authorization

$2B through June 2029. At $22-23ish that's about 87 million shares. Call it 19% of the 448.65M outstanding.

But the real number is uglier than that if you're short. Take out Cohen's 42M shares that are never trading, the other insiders, and everything parked at Computershare, and $2B can eat something like a quarter of the the actual street float.

What that does, no matter where any short exposure "lives":

  • Retired shares leave the lending pool forever. Less borrow supply, higher borrow cost, every day
  • Short interest as a % of float goes UP without one new share being shorted. Same numerator, shrinking denominator. We've seen that fraction before
  • A buyback is a buyer that never sells and doesn't care about price. You can't shake it out

And for the swap theorists: parking a short inside a total return swap doesn't make it disappear. The dealer on the other side hedges with real stock. Real borrow, real margin. When price gets marked up, the swap holder gets the collateral call. Ask Archegos how that goes.

In 2019 they did this with $178M. This authorization is eleven times that, coming from a company with $8.4B in cash and its most profitable Q1 ever instead of a retailer circling the drain.

The detail that convinced me this is real and not just PR

Cohen's new comp package vests on total market cap hurdles. $20B, then $30B, all the way up to $100B. Buybacks shrink the share count which means the share PRICE has to climb even higher to hit each market cap level. And per the proxy, the hurdles get adjusted for acquisitions, spinoffs, and dividends, but buybacks are not on the adjustment list.

So the board just approved a program that makes the CEO's own options harder to vest. And Cohen, who lets be honest controls that board, signed off on it anyway. You dont do that for optics. You do that when you think the stock is too cheap to leave alone, even at the cost of your own payday math.

How it fits the bigger picture

Step back. 2024-2025 they raised the war chest, $4B+ in converts (the raise that got reported under the Project Rocket codename). 2026 they swung it at eBay (Project Sling). The buyback is the third leg, and it feeds the deal too: the eBay offer is half GameStop stock, so every dollar higher GME trades means fewer shares issued and less dilution if a deal ever closes.

They sold stock through the ATMs at $28-30+. Now they're authorized to buy it back at $23. Sell high, buy low, with your own equity. That's not a contradiction. That's the playbook.

Before someone calls this hopium**, the caveats are real:**

  • An authorization is not execution. Its discretionary through 2029. Watch what they actually do, not what they announce
  • Open market buybacks are speed limited (roughly 25% of daily volume under the SEC safe harbor, plus blackout windows). $2B takes months. Rising tide, not flash flood. UNLESS they do a tender offer or an ASR, which takes a giant gulp at once. If you ever see GameStop announce a dutch tender, that's the loud signal
  • The October warrants can put shares back into the float when exercised, which offsets some of this
  • The cash has other jobs. Settling the eBay derivatives could eat ~$4.4B on its own, and that cash also backs the credibility of the bid. They cant max everything at once
  • A shrinking float doesn't force anyone to cover. It just makes staying short more expensive every month until conviction breaks. Pressure cooker, not landmine

What I'm watching

  1. The 10-Q drops this today/tomorrow. The cover page shows shares outstanding as of the filing date. If that number is already under 448,650,736, they didn't wait
  2. Borrow rates and utilization creeping up with no news
  3. SI as a % of float rising without new shorts being added
  4. Any tender offer/ASR announcement. That's the board switching from ratchet to gulp

The 2019 buyback was the quiet first domino of everything that happened in 2021. The people running this company now, including the guy whose letters kicked the whole thing off, know that history better than anyone on this sub.

And yes, im fully aware of the irony that the man who begged for buybacks in 2019 sold his entire position a few weeks before they announced the biggest one in company history. I had to laugh in thinking about this whole thing.

They just reloaded with 11x the ammo.

TLDR: GameStop's own 2019 buyback ($178M, roughly a third of the company at under $5) shrank the float that made the 140% SI number possible in 2021. Burry demanded it, DFV's DD cited it, Cohen arrived after. Dillard's and AutoZone show shrinking floats kill shorts every time, fast or slow. The new $2B authorization is 11x the 2019 firepower, it quietly makes Cohen's own comp harder to vest (which tells you its sincere), and it props up the eBay deal currency at the same time. Watch the 10-Q share count this week.

reddit.com
u/Pottle13 — 2 months ago

Posted this on the other GME sub and thought it would be good to get some thoughts here as well.

WSJ dropped friday and everyone is acting like this is breaking news. i dont think it is. think Cohen has been working this for years and the eBay piece is just the first thing surfacing publicly.
went down a rabbit hole this weekend trying to map out the timeline and bunch of stuff stopped making sense as coincidence. dumping it all here for discusion. timeline that got me thinking:
• 2017 - Cohen sells Dog Company to PetSmart for $3.35B. establishes “Amazon disruptor” credentials
• 2014 - Icahn forces eBay/PayPal split, makes a killing. Cohen 100% studied this play
• aug 2020 - RC takes 9.98% of GME. just under the 10% trigger. classic Cohen move
• 2021 - GME issues like $1.6B in shares at squeeze prices. war chest funded by us

• 2021-22 - Cohen does the Towel thing, exits at the top march 2022
• 2022-2024 - “quiet years.” eBay traded $40-50 the ENTIRE time btw
• 2024 - Cohen becomes CEO. BTC treasury added. cash pile grows
• 2025 - convertible bonds issued ($1.5B + $2.7B). warrants distributed (oct 2026 expiry remember that)
• jan 2026 - $35B comp package. only fully vests at $100B market cap and $10B EBITDA
• feb 2026 - Cohen tells press deal is “very very very big.” target is “undervalued, sleepy management”
• may 1 2026 - WSJ. eBay. notes GME has been “QUIETLY BUILDING A STAKE”

that word “quietly” is doing some serious heavy lifting

Heres what i actually think is going on:

Cohen identified eBay years ago. been accumulating across multiple entities to stay under the 5% disclosure threshold. RC Ventures, GameStop Corp, his personal accounts - each can hold up to 4.99% before triggering 13D. potentially 15-20% economic exposure already locked in before any announcement.
this is literally what Buffett did with Berkshire. used SEVEN separate partnerships 1962-65 to grab control without telling his own partners what he was buying. didnt disclose target until he had control.
but Cohen is also running Icahn’s playbook simultaneously. WSJ specifically says if eBay isnt receptive, he goes directly to shareholders. thats a HOSTILE TENDER OFFER. exactly what Icahn does.
buffett strategy + icahn tactics = something we havent seen before

why so surgical tho?
bc Amazon would absolutely crush this if they saw it coming. predatory pricing, counter-bids, lobbying, hiring away talent. they’ve done it before and they have $700B+ market cap to throw at problems.
Cohen had to build this in the dark or amazon kills it before it gets off the ground.
but look at what Cohen would have if just the public pieces fit together:
• GameStop -3000+ stores = last mile + pickup network)
• eBay (130M active buyers, 3rd largest US marketplace
• Collectors/PSA already integrated via Nat Turner board seat (authentication = premium pricing)
• BTC treasury (4710 coins)
• $9B+ cash position
thats an actual amazon competitor. marketplace + logistics + authentication. and Amazon doesnt have authentication. PSA grades 79-83% of all cards globally.
and thats just the visible stuff. RC has been giving us hints about more pieces if you’ve been paying attention

evidence that hits different in this context:
• there’s a job posting from Collectors/PSA literally titled “Asset Protection Investigator (GME + eBay)” posted 9 DAYS BEFORE the WSJ story dropped. someone screenshotted it before it got pulled
• the eBay/PSA integration is already operational. PSA is sole authenticator for eBay’s Authenticity Guarantee. PSA Vault is the official vault for eBay. eBay owns Goldin (acquired from Collectors in 2024). this isnt new infrastructure, this is just changing the org chart
• Burry came back from his X break SPECIFICALLY to talk about GME. called it “Instant Berkshire”
• Nat Turner (Collectors co-CEO) on GameStops board since nov 2024
• the GME ticker logo on Chase mobile app was cycling between weird logos back in feb (CoinShares, mountain, pirate flag). apes lost their minds over it lol
• Charles Payne months ago when asked about GME: “i cant talk about it, on advice of counsel”
• 14% pop on eBay friday means market wasnt positioned. someone was buying without moving price
• tZERO publicly disclosed their patent portfolio (103 patents, 23 families covering tokenization, fractionalization, compliance, and ATS-blockchain bridging) on april 30 - LITERALLY 24 hours before the WSJ leak. coincidence?

what i think happens next:

  1. formal offer announcement in next 30 days
  2. 13D filings drop showing actual eBay position size (cleanest test of accumulation theory)
  3. other acquisition targets surface
  4. additional infrastructure pieces reveal themselves
  5. some kind of tokenization/blockchain integration announcement

13F deadline is mid-may. if cohen-affiliated entities held a material eBay position before may 1, that filing tells us. if they did = stealth accumulation confirmed. if they didnt = position was built recently and the timeline shrinks.
either way the deal is real. the question is the scope.

tldr:
Cohen isnt doing one acquisition. hes running a combined Buffett (stealth accumulation) + Icahn (hostile tender threat) playbook to build something that competes at Amazon scale. been at it for years. retail army funded the war chest through the squeeze. eBay is the first public reveal not the whole thing.
the pirate flag on chase wasnt a meme. it was a signal 🏴‍☠️
what am i missing? what contradicts this? genuinely want pushback bc the more i dig the more everything fits a little too well

reddit.com
u/Pottle13 — 4 months ago
▲ 539 r/GME

WSJ piece dropped friday and everyone is acting like this is breaking news. i don't think it is. think Cohen has been working this for years and the eBay thing is just one piece of something way bigger.

went down a rabbit hole this weekend trying to map out the timeline and a bunch of stuff stopped making sense as coincidence. dumping it all here for discusion.

timeline that got me thinking:

  • - Cohen sells Chewy. boom, "Amazon disruptor" credentials established
  • - Cohen becomes CEO. BTC added to treasury. cash pile grows

that word "quietly" is doing some heavy lifting

heres what i actually think is going on:

Cohen identified eBay years ago. been accumulating across multiple entities to stay under 5% disclosure threshold. RC Ventures, Teddy Holdings LLC, GameStop Corp, his personal accounts - each can hold up to 4.99% before triggering 13D. potentially 15-20% economic exposure already locked in before any announcement.

this is literally what Buffett did. used 7 (7 for (4) one (1)?) separate partnerships to grab Berkshire control 1962-65 without telling his own partners what he was buying.

but Cohen is also using Icahn's playbook. WSJ specifically says if eBay isn't receptive, he goes directly to shareholders. thats a hostile tender offer. same thing Icahn does.

why so surgical tho?

bc Amazon would crush this if they saw it coming. predatory pricing, counter-bids, lobbying, hiring away talent. they've done it before and they have $700B+ market cap to throw at problems.

but look at what Cohen has if all the pieces are real:

  • Collectors/PSA (authentication = premium pricing)
  • Bed Bath / Beyond Inc (home goods + tZERO blockchain stuff)
  • Teddy Holdings as the parent

thats an actual amazon competitor. marketplace + logistics + authentication + payment infrastructure + crypto-native settlement. and amazon doesnt have authentication or crypto

Teddy Holdings trademarks:

15 trademark filings. covers online marketplace, NFT marketplace, toys, home goods, bedding, apparel, publishing, electronics. teddy.com marketplace trademark was JUST filed.

nobody files 15 trademarks across every consumer category for fun. you do that when you're building a holding company

other stuff that feels too coincidental:

  • MBrry came back from his X break specifically to talk about GME. called it "Instant Berkshire"
  • Nat Turner (Collectors co-CEO) is ALSO on the MOZAYYX SPAC board
  • the GME logo on Chase mobile app was cycling between the CoinShares logo, a mountain (matches teddy holdings website), and a pirate flag back in feb. apes lost their minds over it lol
  • Charles Payne months ago: "i cant talk about it, on advice of counsel"
  • % pop on eBay friday means market wasn't positioned. someone was buying without moving price 👀

what i think happens next:

  1. D filings drop showing actual eBay positions
  2. other acquisitions announced (Beyond Inc? Collectors integration?)
  3. Teddy Holdings publicly revealed as parent structure
  4. tokenized financing through tZERO announced

if 3+ of these drop in next 60 days the theory is basically confirmed imo

tldr:

Cohen isnt doing one acquisition. hes using buffett + icahn combined playbook to build an amazon competitor as a holding company. been at it for 6 years. retail army funded the war chest through the squeeze. eBay is the centerpiece not the whole thing.

the pirate flag on Chase wasnt a meme it was a signal lol

am i nuts? what am i missing? what contradicts this? genuinely curious what people think bc the more i dig the more it feels like everything fits a little too well

u/Pottle13 — 4 months ago
▲ 27 r/GME

Reposting after today’s eBay rumors for discussion. GME coming to life! So pumped to see how this all plays out. Will our patience and perseverance finally be paid off? One thing is for sure, this community is strong. 💪

reddit.com
u/Pottle13 — 4 months ago