Important background: https://investor.gamestop.com/news-releases/news-details/202...

CEO gets paid "only if GameStop achieves a market capitalization of $20 billion." Buying a $55bn company would certainly achieve that quickly. I'm not sure how they'd manage that (buy with what? Memes?), other than the should-be-illegal process of putting debt on the acquired company's balance sheet.

Wouldn’t that debt knock down the market cap as much as the value

Otherwise take out a $20b loan and put it in the bank. Assets increase $20b, job done.

Well, his argument is that he can remove inefficiencies in the combined company.

GME is ~12B, EBAY is ~46B (58 total) with net income of 0.4B and 2B (2.4 total). If he boosts profit by 1.2B then it's nearly a 50% increase and probably going to result in a more valuable combined company despite the debt.

>GME is ~12B, EBAY is ~46B (58 total) with net income of 0.4B and 2B (2.4 total). If he boosts profit by 1.2B then it's nearly a 50% increase and probably going to result in a more valuable combined company despite the debt.

GameStop had revenues of $3bn last year and eBay was $10-12bn, so combined it's $13-15bn. A net income increase of 1.2bn on that gross is a tall order for M&A efficiencies. Especially difficult when the two companies have essentially zero operational crossover, besides business admin. It doesn't seem likely to me that merging eBay's accounting/legal departments into GME's (and similar efficiency gains) is going to save anything close to a billion across the two entities.

He can argue that. But to me it seems more likely that culture and market demands are so different between the two companies that sharing any substantial resources would be to the detriment of at least one of the two halves. And more likely detrimental to both

The most beneficial thing is how even proposing this shifts peoples' perception of Gamestop from a beloved but struggling brick and mortar chain to a successful business

the only benefit I can see is some kind of eBay pick up and verification scheme where sellers use the gamestop locations to send their products and buyers go theere to pick it up. That would basically create a "this is garbage feedback" that could cleanup some of ebay's long standing problems in trust.

While this seems like the perfect synergy with a company that has too many branches and not enough business, those branches are also tiny. I'd bet employees are not enthusiastic about becoming UPS.

Becoming Radio Shack / Microcenter, as far as 3D Printing and DIY electronics, seems like it intersects with their target audience more, but they're also probably pretty short on space for that.

yeah, their shops arnt sized to do much more than UPS style package movement.

I dont see it as a good value, but it's the only thing I see as a synergy. Otherwise it's just more garbage capitalism.

> Well, his argument is that he can remove inefficiencies in the combined company.

Sigh. The synergy argument, once again.

While historically most mergers don't work out particularly well, I'm absolutely sure this time will be different.

"How do you make money? Spinoffs, split-ups, liquidations, mergers and acquisitions." - Mario Gabelli

Just sample from these with replacement sufficiently many times and you're all set. At the very least, you'll owe people so much money that they'll have a massive interest in helping you.

GameStop doesn't have (even close to) $55.5B. Their offer from the letter is literally impossible:

> Our offer is $125.00 per share, comprising 50% cash and 50% GameStop common stock

Even if you magically included all existing GameStop stock in the offer, it still would not comprise 50% of $55.5B.

EDIT: looks like it's not impossible and I misunderstood. It's a proposed change of leadership with a $25B injection of cash to sweeten the deal. GameStop would issue shares which would capture the original eBay value (since GameStop would own eBay after the trade), making that part a wash. At least assuming people owning eBay stock currently would value the combined company at at least the sum of their parts, which is a big if.

> GameStop doesn't have (even close to) $55.5B

When the merger concludes, GameStop-eBay will issue the former shareholders of eBay $27.5bn of GameStop-eBay stock, and $27.5bn of cash. (“Cohen said GameStop has a commitment letter from TD Bank to provide up to $20 billion in debt financing” and “GameStop has around $9 billion in cash on its balance sheet to put toward a deal” [1].)

[1] https://www.wsj.com/business/deals/gamestop-is-offering-to-b...

I don’t understand why eBay shareholders will suddenly want GME memestock and find any interest in voting for this.

I don’t understand either but wouldn’t they still be owning eBay? Just with GME?

I’m not totally sure how it would be structured but if GME is the purchaser then the merged company would be listed under GME and eBay would become a brand in the GME group and no longer a stock listed under the eBay ticker.

The whole thing seems incredibly dubious and fishy. The eBay board should vote this down which is why the CEO of GME has already realised that and said he’ll appeal to the shareholders directly. If eBay wanted to load themselves with twenty billion dollars of unnecessary debt and extra complications which would kill the company then they could do it themselves. They’re not in that kind of business.

Isn’t that just a https://en.wikipedia.org/wiki/Leveraged_buyout ?

The stock part is more like a merger than a buyout.

It's newly issued stock, a common form of making acquisitions cheaper

How is a 20bn company going to issue 27bn worth of stock? Or are they just going to pretend the newly issued shares are valued the same per share as existing stock is right now?

via a cunning pump on Wall Street Bets

man, those GME bagholders are gonna love diluted shares.`

Yes, that goes into the '50% cash' part of the offer. With a 20B credit line and 7.5B cash from their own coffers (which they claim to have, so let's believe them on their word there), you cover the cash portion.

The issue is the non-cash portion of the offer. They claim that the remaining 27.5B is covered by GameStop stock. But that's more than double the market cap of GameStop.

Are they under any obligation to ground the value of their own stock or can a salesman simply claim that the "true" value of that stock is much much more than it currently seems to be?

Stock is worth exactly what people will pay for it. Ebay share holders get to vote to accept or reject this deal

Presumably stock market valuation is grounding?

Also, eBay shareholders can vote down the acquisition if they don't think the deal is good for them.

You understand that the gamestop stock would then be owning ebay, thus be worth Ebay + Gamestops Valuation?

Alright, my company MEME offers to buy Apple then for $1 plus 100% of MEME's stock, which is worth more than Apple then since it will own Apple.

If you word it like this it's just a hostile proposed change of leadership. Weird way to apply to become CEO of eBay, but sure.

You can do that.

The shareholders have to vote for it, though.

Very specific corners of the internet are losing their minds right now.

A low tide leaves very few boats afloat, but these are lighter-than-air craft.

Are there still large shorts on GameStop? If this goes through I assume it will wipe those out?

Not a headline I ever thought I would see. Kinda crazy how meme stocks and retail hype has led to this.

Previous discussion: "GameStop Preparing Offer for eBay" https://news.ycombinator.com/item?id=47985271 68 comments

A lot of the comments here seem to assume that a smaller public company can’t acquire a larger one, which just isn’t true.

A quick search for how leveraged acquisitions, stock-for-stock deals, financing commitments, or tender offers work would answer most of the objections.

Is it too much to ask the Hacker News commentariat to do one quick search before collectively declaring that something they don’t understand is impossible?

> A quick search for how leveraged acquisitions, stock-for-stock deals, financing commitments, or tender offers work would answer most of the objections.

Isn’t the assumption that it’s impossible intuitively justified if you have no background in finances? A small fish usually can’t devour a bigger fish either.

Also, all those terms you mentioned mean nothing to me. You can’t search for what you don’t know exists.

There’s one comment as of the time of your post that makes this assumption - you could have replied to them directly.

It is implicitly implied in many comments.

Links?

“Implicitly implied” is redundant. Either of these phrasings would suffice:

> It is implicit in many comments.

> It is implied in many comments.

But if it all goes sour nobody will be held accountable and two not one company are ruined.

I don't see how such leveraged acquisitions should be legal.

I see a single comment mentioning it is impossible. No sign of a collective declaration. I think you’re overreacting

I think you are under reacting.

Example from quite some time ago: Avast buying AVG. The value of AVG was around twice that of Avast.

AOL/TimeWarner, Kmart/Sears… lots of prominent examples.

> Is it too much to ask the Hacker News commentariat to do one quick search

Are you new here?

It's the leveraged buyout playbook. You buy a company and use its own assets to secure a loan. Then you "find efficiencies" (strip it for parts to pay yourself and the creditors).

I guess if people use eBay a lot to sell used games then there is something of an overlap there. Otherwise, it seems pretty weird.

That sneaker company that pivoted to data centers set the 'weird' bar pretty high.

GameStop has physical stores so could be a place to send, collect from or even verify high value eBay items.

Based on my own experience with GameStop, that will convince me to stop using eBay completely.

EBay is running a platform (very successfully) not a pawnshop.

If I understand correctly, I think the collectibles market is more in line with what GameStop is looking at here. They recently got into the trading card game including grading services via PSA.

Is that market really that large? That sounds very niche, but I don’t know the collectible world

"I like the stock" - GameStop

So they want to pay half of that with a meme stock?

I was seeing the news about this calling it GameStop eBay takeover and I assumed it was eBay buying GameStop and I was like, huh that doesn't really make sense for eBay to buy GameStop but maybe they want the physical locations?

How the hell can GameStop buy eBay, this is insane.

The other way around made more sense to me as well. I don't see this going well for eBay, but I also don't entirely know how well their business is doing.

Here local eBay "clones" aren't in a good place and have been left as ghost towns after Facebook Marketplace.

ebay is still "old internet", and genuinely useful and well built. enshittification is incoming...

For an old internet company they sure know how to enshittify global selling with their Global Shipping Program also know as Global Shitting Program.

The Gamestop CEO is an interesting character, he grew Chewy and sold it, did a massive play on Apple stock during the pandemic and used that to buy a 9% stake in Gamestop over time, rode the hype to accumulate $9B while turning the company around and closing stores that weren't profitable and making it a money making budiness again. And now they already own 5% of eBay on top.

Along the way he says some ridiculous Trump stuff and wasted a bunch of time on NFTs but the eBay play seems interesting at least. It's one of the best internet soap operas to follow. For comparison AMC was put in the same "meme stock" bag at the time and you can see how they managed to ride the hype. So it's not just memes.

I look forward to today's Money Stuff!

He's a meme trader manipulating retailer investors, following Elon's footsteps

those guys have a very strong track record of getting their way lately