22 yrs ago today, after a long zoning dispute with local officials that ruined his business, welder Marvin Heemeyer had enough & created the Killdozer.
He destroyed the mayor’s house, the judge’s house, town hall, the police station, & the bank - while avoiding hurting civilians or their property.
Happy Killdozer Day to those who celebrate 🎊
@jake2b 3 year period 382 change of control for NOLs still in play..
Learning that a conversion took place 6/1/2023 (see ya Tamara 💋)
Thinking about what happened 3 years later on Monday 6/1/2026 to a holder of Interests website 🧸 🐕 🧦
Wise Words
Thx Jake ❤️ 🇨🇦
Clearing the Board: What Every Institution Sees That Retail Doesn't
$GME just posted the best quarter in its history.
$389.6 million in net income.
Revenue up 14%.
Operating income of $143.3 million.
The stock is trading at roughly $3.50 above its cash per share.
The market is assigning almost no value to the operating business. Zero probability to the $EBAY deal closing.
This is not the market rejecting the company.
This is the market waiting for an announcement it believes is coming but hasn't arrived yet.
And if you look at who is behaving how, you can see exactly what that announcement is.
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THE REJECTION
On May 3, Cohen bid $125 per share for $EBAY (half cash, half $GME stock).
A $10 billion retailer offering its own equity as half the consideration for a $48 billion acquisition.
$EBAY could not say yes to that.
The stock component alone made the bid structurally unacceptable.
Then on May 11, GameStop filed its preliminary proxy, and in it was a surprise alongside the previously announced CEO performance award: a request for 2.5 billion authorized shares.
No prior indication it was coming.
The next morning, $EBAY rejected the bid.
"Neither credible nor attractive."
The rejection cited financing uncertainty, leverage concerns, and governance structure.
But the speed says more than the language.
They were not evaluating the deal.
They were looking for something specific, and it was not there.
What was missing was any language about a holding company. The only thing that could make this bid credible.
$EBAY's board cannot accept this bid.
The bid was unacceptable before the proxy landed.
The proxy made it worse by threatening dilution at a scale that would destroy the stock component - while simultaneously signaling a structure that would change the identity of the acquirer entirely.
But that structure has not been announced so there is nothing for eBay to say yes to, so they rejected.
And they are waiting.
They are not the only ones.
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THE LEVERAGE WALL
Michael Burry sold his entire $GME position on May 5. Two days after the bid.
His analysis was straightforward: the combined entity's leverage would reach approximately 7.7 times Debt/EBITDA.
"Wall Street does indeed mistake debt for creativity,"
CNBC reported that the TD Securities highly confident letter requires the combined entity to maintain an investment-grade credit profile.
That's condition one.
GameStop is not investment grade.
The financing condition fails under the proposed structure.
The deal, as structured, is dead on arrival.
Everyone agrees on this math.
The leverage does not work if GameStop is the acquirer.
And that is the point only retail is missing.
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THE HOLDCO SOLVES EVERYTHING THEY'RE OBJECTING TO
Every major objection to this deal - from Burry, from eBay's board, to wall street Wall Street - is an objection to GameStop being the acquiring entity.
A $10 billion specialty retailer cannot credibly absorb a company four times its size while maintaining investment-grade credit.
But what if GameStop is not the acquirer?
IDENTITY.
The acquirer is no longer a video game retailer.
It is a diversified holding company.
Institutional investors, rating agencies, and target boards evaluate holding companies differently than single-segment retailers.
CAPITAL STRUCTURE.
A holdco raises capital at the parent level (equity from strategic co-investors, sovereign wealth fund participation, holdco-level debt) without loading the operating subsidiary's balance sheet.
The leverage that breaks the deal under a GameStop acquisition can be restructured across a holdco with multiple subsidiaries and diversified revenue.
FINANCING.
Cohen has referenced sovereign wealth fund participation but has never explained the vehicle.
Sovereign wealth funds do not invest in specialty retailers.
They invest in holding companies with diversified assets and a credible long-term acquisition strategy.
The reason Cohen has not explained the SWF component may be that the entity it flows through does not publicly exist yet.
Burry's leverage math is correct for the entity he analyzed.
His conclusion is correct for GameStop as it currently exists.
But the same math produces a different answer under a different corporate structure.
The market sees a company trading at its cash floor after record earnings, waiting for a structural catalyst.
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THE EVIDENCE
The 2.5 billion share authorization does not make sense for a company with 448 million shares outstanding and a shrinking retail footprint.
It makes sense as authorized capital for a new parent entity for acquisition currency, equity issuance capacity, and structural flexibility for future deals.
The $2 billion buyback does not make sense as traditional capital return for a company about to spend $55 billion on an acquisition.
It makes sense as float reduction before a share conversion where every share bought back is one fewer share that converts to holdco equity, concentrating ownership for existing holders.
The CEO performance award does not make sense for a video game retailer.
It makes sense for the CEO of a holding company that intends to grow through acquisition.
Each of these individually could be explained away.
Together, they form a pattern that eBay's board, Wall Street's institutional desks, and the options market all appear to recognize.
The only constituency still debating whether this is a holdco play is retail.
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THE CALENDAR
@ryancohen ran a daily pressure campaign from May 3 through May 29.
SEC filings, stake increases, interviews, escalating public attacks on eBay management.
He moved $GME's AGM from early June to July 7.
He dropped earnings a week before anyone expected them, clearing the window that was originally expected to hold both the AGM and the earnings date.
He created dead space on both sides of eBay's June 17 AGM.
A full week before.
Two and a half weeks after.
Cohen currently holds derivative exposure to approximately 7.5% of $EBAY.
The question is not whether a holdco announcement is coming.
The question is whether it arrives before June 17, reshaping how institutions vote on Proposal 4 at eBay's AGM, or after in the dead space before GameStop's July 7 AGM.
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TL;DR:
Retail is debating whether the deal can close. Whether Cohen is serious. Whether the stock is undervalued.
These are the wrong questions.
The right question is why a company that just posted its best quarter in history is trading at its cash floor.
And why every institutional participant - eBay's board, TD Securities, the options market - is behaving as though they are waiting for a specific structural event rather than reacting to the information already public.
Burry looked at the deal and saw a retailer taking on 7.7x leverage.
He was right about the math.
He was wrong about the entity.
The market is not confused about the earnings. It is not confused about the cash.
It is waiting for the structure that makes the rest of the strategy legible.
The pieces are on the table. They have not been assembled yet.