In corporate takeovers, management teams with misaligned incentives (such as receiving risk-free compensation and director fees) may reject beneficial acquisition offers that would increase shareholder value, as demonstrated by GameStop's board rejecting Ryan Cohen's 46% premium offer for eBay despite the deal's potential to transform the company's profitability and competitive position.
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GameStop Ryan Cohen and the TakeoverAdded:
Check out this bizarre, rapper style used by me. The B.I.G. I put my key, you put your key in. Money will be seeing.
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Welcome to Corner Pocket. We're going feel the rocket. Today, we're talking GameStop. I see everyone in the chat. I got This is This is going to be a quick one cuz, you know why?
Uh my sister-in-law's birthday now today. Uh it's murder row for birthdays.
This is what happens when you live around family, man. Yesterday was my nephew's, today's my sister-in-law's, and tomorrow's my other sister-in-law's.
Never stops, never ends. Um my wife's family's a huge Latin family, or I guess Latin Spanish family, whatever. They're from Bolivia. But uh they're all in the area. We're all in the area. We're constantly doing family things, and it's hard to juggle with a baby and a business and work and kids school and all of that. Uh today the baby wouldn't even go to sleep. My wife woke me up at like 5:00 a.m. I took her driving around the driving around. I saw some crazy stuff go down. I should I should really get uh get into um GameStop. I saw some crazy stuff go down. I saw a house get busted down with like a SWAT team. There were like five soldiers with um with uh with rifles out, and then like I went to McDonald's, got a coffee.
I came back. The military was gone. Then there's like 15 undercover cop cars, FBI agents, I don't know, lined up with their lights going off. I had to fill gas. I came back. Everything was gone and cleared it out. I go to take my kids to school.
Whole street's blocked. I have no clue.
And the power went out. And uh nobody Nobody has a clue. Everyone in the area thinks it's an accident. I'm the only one that saw a whole ass SWAT team. I saw FBI undercover agents. I saw everything over there. So um that's where we're at. That's where we're at. I heard my wife telling my daughter we only have a few minutes. So I'm I'm going to get through this real quick. I see everyone. Jay Crispy, Not Negative, Bananya, Dope Show, Smokey, what's up?
What's up? Madikain, Hank Wood, the all the usuals, J42.
Is it John?
That's what's up, man. Um so yeah, let me let me get into it cuz yesterday I was talking about the markets. I'm going to do a quick because um, I want to talk about GameStop. Okay, initial jobless claims, uh, jobless claims rose just by a little, but when you take in my in my eyes, when I take it into, uh, when I factor in everything, we have jobless claims, they came in just a little bit high. They increased by 12,000. Also, continued jobless claims, uh, rose slightly or they stayed the same, something around there, but um, jobless claims came in a little bit hot.
Then we have retail sales growth slowed in April from March. And think about this, people get their tax returns to spend in April and retail spending has, uh, slowed down.
So yeah, retail, uh, retail has slowed down by, let me see, I have the number over here.
Um, 0.5% down from 1.6% prior, um, the prior month. PPI came in hot at 6%, so, uh, yeah, that's a big thing because, um, inflation's hot, rates are high, jobless claims rose, but stocks are at all-time highs, but GameStop GameStop can't get any respect. What's up, Burton?
Um, yeah, GameStop can't get any respect at all. Over here, um, consumer sentiment has slumped to record low this year as households struggle to cope with rebound inflation. Uh, consumer price index on annual basis surged last month to 3-year high of 3.8%.
Um, cost of energy jumped to 17.9% during past year, spurred by increase of 28.4% increase on gasoline, 54.3% gain price of fuel oil, um, food prices up 3.2%, and core CPI excluding food and energy, which I said yesterday, uh, rose 2.8%. You have all of this going on. Um, I I showed you the negative real wage index. Americans are working harder for less now thanks to inflation and, um, they're coming out in the negative. And uh they want us to keep spending.
Market's all-time highs, right? It's all good for everyone uh but the uh it's all good for everyone at the top. Everyone else has to suffer, but um has to struggle, has to make it work. My gas was uh my gas was like $100 yesterday.
Uh I got to pick and choose where I'm going to drive and it it burns a lot of gas driving my baby around. But anyways, here we go. We got all this yields yields um here we go. Stock markets have been uh let's see. This is it. Where is it? Yields.
Yields are over 5% 30-year and uh the last time that happened was in 2007 I believe.
But uh what's the difference? Let's get to GameStop real quick. Doesn't matter.
All right. So, um I was just going to go through this real quick. Let's see. I have a few different parts marked out cuz uh we we watched this interview over and over. I'm sure everyone has seen it. So, let me pick out what I think uh I liked about it. Um the parts that I liked about it and the parts that I see where Ryan Cohen can take it. And what I did love about it is that he's talking about um the entrepreneurial spirit, a startup he's talking about because that's when you have to be the most relentless because nobody knows you when you're in a startup and you have to go out there and attack the world. They say it uh yeah, 3 days in a row. I just uh Ryan Cohen's been doing stuff. He's been making moves. I watched uh Morant's video earlier today. Connect the dots.
Um I think I'm going to take it to my in-laws and then just chill out and read it when they're talking all their nonsense gossiping cuz they got nothing better to do with their lives.
It's just a joke. It's just a joke. But um yeah, so I was watching and and factor in that GameStop has call options call it they probably have multi strategy, right for eBay. So, um part of the are part of it's derivatives. So, they're operating like a hedge fund, right? Multi-strategy fund is probably what like I imagine what Ryan Cohen would be doing. So, making money on calls, making money on the way down, making money every which way. I know what Ryan Cohen's going to do. So, he's boosting up GameStop's balance sheet, which is amazing. That's such a good angle because it's easy to get lost in the sauce, right? Because all the talk is on the interviews, all the talk is on the offer. All the talk is on the decline of the offer, and then Ryan Cohen comes out with the best interview, right? Just clowning on eBay.
He's like it's like he's taking the gloves off. I love it. Let me listen to this real quick. And then I'm going to relate it back to Mark Vedon and the Harvard Business whatever I was saying.
And it's where Ryan Cohen could take eBay and why we have a moat if if he acquires eBay. Legions of fanatical followers are not So, it is So, we're just a few weeks from opening the restaurant. It's fun, it's exciting, but it's also very [music] stressful. Being able to count on a straightforward deal, but um you know, it was it was too complicated for them on CNBC.
Yeah, I mean, look, I know those guys at CNBC. They're extremely smart when it certainly comes to business. They seem completely baffled and didn't think your maths added up. You make it sound very simple.
Why are they so bemused?
I don't know. Maybe they spent too much time in college or something. I have zero idea.
Michael Burry is no fool.
>> The funniest thing is I saw um Andrew Sorkin at a conference due to my job, and he was speaking on his book. I have his book. It's in It's on a bookshelf over there. I would never put it on my live stream. But it's so funny it lined up the same week. But whatever it is, here we go. Um of His smile His his gets me every single time because he knows he knows the plan. He knows he's going to kill GameStop's board of directors. He's giving them a chance.
He's He said, "Have a meeting with me.
Have a meeting with me. Have something constructive. Show me that you can work.
Show me that you you have that you have drive. Show me that you want better."
That's what he wants. He wants that entrepreneurial spirit, the drive in it.
They don't have it. Well, first of all, in terms of skepticism, there's uh always been a lot of skepticism around GameStop. It's a business that was highly shorted, um and everyone was betting against it.
And it should have gone bankrupt many times over, and it didn't, and now it's highly profitable.
Surely there was a lot of skepticism going head-to-head against pets.com and then competing against Amazon. In this case, uh there it's less about actual financing, and it's more about dealing with uh an entrenched board and management team that ultimately, if this transaction goes through, they rejected it, and overall, they were right. It's not attractive to them because if this deal goes through, the board that made $4 million in director fees last year is kaput, and they're gone. And the management team that's making hundreds of millions of dollars in risk-free compensation, and has never The CEO has never invested a dollar of his own money since being CEO.
So, that's the problem. The problem is we need to go You know, we need to we need to deal with the owners of the business as opposed to a management team and board that has perverse financial incentives, and they're just employees.
It's a paycheck. They're not the owners.
So, there you go. You have it right there. He's going straight to eBay shareholders, right? They're the owners, right? GameStop being one of them who has the vote who has it um who has his stake, right? One of the largest shareholders.
What else do we have? Um there's the tender offer they can do, the proxy vote, different things. Um So, they're going to go to the shareholders.
I believe in then they're going to get the majority because why? Uh I don't I don't know. Like they're going to they're going to run it more profitably.
Earnings per share is going to jump.
Ryan Cohen makes too much sense. Uh I can't These people had a 40% They passed up on a 40% 46% premium on the share for their shareholders just to preserve their own jobs. And they're already fat cats getting fat off the business. $4 million director fees, hundreds of millions of dollars he said um in risk-free compensation. I can't I can't even imagine having risk-free compensation like that.
So, here we go.
The eBay response from the chairman, Paul Pressler, in a letter [ __ ] Paul Pressler, and I'll tell you why.
Okay, I'll tell you why. Right here.
Like he has the audacity to say this to Ryan Cohen. What he's about to say. Let me read this from It's Wikipedia, but you know what? I don't care. It's factual enough to me.
Let's see. Um This is when he worked at Disney.
Here we go.
Uh Okay, he was the president of Disneyland, second executive to hold the position whatever after legend Jack Lindquist.
Here, during his tenure, Pressler was credited with guiding the theme parks through tough times, but was also known for cost-cutting measures such as reducing customer service training, having employees wash their own uniforms, and closing rides and shows early. He attempted to discontinue a disabled discount disabled person's discount. Uh that sounds like private equity right there, but was forced to back down after backlash. With cost-cutting, Disneyland was profitable while attendance declined. What does Ryan Cohen want to do? He wants to cost cut, but not in this way. He's trying to make disabled disabled people pay more, um, employees to wash their own clothes, shutting down rides and everything early, like But he's about to say, "Watch this." I said to you was we have concluded your proposal is neither credible nor attractive.
And, uh, yeah, hold on. Before I say that, I saw, um, heard the book's good.
The book is really good. Actually, it's it's pretty good. I mean, I didn't know until I got it, the I saw, like, the clowns just giving it bad ratings, but it's pretty cool because you get to go through the GameStop story and you get to see chapter four is Bed Bath & Gone.
And I love it. Each chapter is like three pages, so I feel like I'm blazing through the book. But, uh, the coolest thing about it is that Morant incorporates, um, all the private equity angle and you get to know all the bad actors, like, uh, the lesser known. They'll tell, like, he has the names of the board members that were planning to be to tank GameStop, different things like that that maybe you need refreshers on. I like to just Honestly, it's cool cuz I know the story. I like to flip to different pages and just start reading. But, um, let me see. Street, uh, let's see. Crazy the board didn't even try to meet with Ryan. But then again, they're trying to protect their cushy job. Exactly, that tells you everything. They didn't even offer to meet with someone that offered, uh, premium, 46% premium to their shareholders. What type of fiduciary duty is that that they're doing?
Um, did you think they were going to just hand the keys to the building?
Exactly, no. No way. I mean, I was I Maybe I was just boosted, but I I don't know cuz I'm not I'm not in this world.
Oh, that book? This one is pretty good.
Oh, that I I mean, he's he spoke about it. Uh, I actually I left. I >> [laughter] >> I grabbed the book. It It's all right. I mean, I I haven't read it.
I grabbed the book and then I walked I was walking back uh to my desk, and I passed him in the hallway, and he was like, "Oh, you got the book." I'm like, "Yeah, I'm taking the book." I'm like completely different like he doesn't even know. He doesn't even know. I didn't even want to talk to him about GameStop. But, um yeah, so anyways, let's go along. He was And what's funny is like what he spoke about cuz a few days later I went back and watched watched the conference, and um he was talking about everything we talk about all the leverage the extreme leverage that's taken out, and he was talking about how the amount of leverage that was taken out um the past few uh the amount of leverage that was taken out in the last crashes, it matches up with this, and like he he's just talking about dot com bubble, the great depression, all of that, and uh how things are starting to be a perfect storm again for another pullback correction, crash, whatever it may be.
But, yeah.
And they laid out six factors affecting their decision. One, eBay standalone prospects. They said eBay will do better going it alone. Two, the uncertainty regarding your financing proposal. In other words, they don't think you have enough money uh via GameStop. The impact of your proposal on eBay's long-term growth and profitability. In other words, concerns for the future success of the company due to the talk of cuts.
Uh the leverage operational risks and He's concerned about the future success of the company due to cuts, but he just cut a bunch of stuff at Disneyland.
>> leadership structure of the combined entity. In other words, you might damage eBay in the long-term by combining it with GameStop and poor management. The resulting implications of these factors Poor management, cutting customer service, and making employees watch their own clothes.
I'm like, "Well, I mean, wash their own clothes, I guess, but whatever. I mean, uh wash their own uniforms, closing rides early, uh taking away disabled discounts."
>> That's funny to me. You might make a less valuable due to your management style. And GameStop's governance and executive incentives, in other words, they don't think you're fit to run eBay.
What is your kind of overall response to the eBay management team?
I'm not like them. Uh, I'm an owner operator. I'm not a uh I'm I I'm not the one of the country club executives that get recruited through uh these professional agencies. So, my incentives are aligned with maximizing shareholder value. And the way to do that at any company is to make the business stronger and much more profitable. So, I mean, they're going to throw up every single one of these excuses. The bottom line is we offered shareholders a 46% premium to uh when we originally started buying it. And they didn't even take me up on my offer to meet with them. And they did all this BS stuff with their advisors and issued a public press release, but didn't set up a meeting with me. So, ultimately, it's up to the owners of the business.
They're um they're just in the way.
Love it.
Websites your competitors don't want you to know, part two.
All you do is go to this website and it lets you find You want eBay ultimately, as you've put it, to be a legitimate competitor to Amazon.
So, obviously, they operate in a similar kind of marketplace way. What would be the first things you do? I mean, Polymarket at the moment uh the prediction market has a 16% uh possibility that you will still acquire eBay. So, it's uh clearly, and certainly from your rhetoric in this interview, you're not giving up uh at at all in your pursuit of it. If you were to get your hands on it, what would be the things you would immediately do to try and be more competitive with Amazon?
Here. Now, listen.
And we charge you $2 more and we launch half as many products? No, please don't change my Zulily. Right? But, it's different, right? Cuz we're in a world where most of e-commerce is about rapid procurement.
Um Cuz most of e-commerce is very intent-driven. It's It's my iPhone cable. I lost it. I need an iPhone cable. If I need that cable, I need it.
So, the faster it gets to me, the better.
Versus our products that are a lot more impulse-driven.
Um But, I think we're misunderstood around this issue, honestly, right?
Because Cuz the investment community It's interesting. Our Our investors tend not to be the same people who are our customers. You know, you go to Wall Street and you meet a 28-year-old in a blue blazer, almost always a guy.
They're not shopping the site. They don't understand what's motivating these customers. And what they've been taught is that in e-commerce, it has to be low price, it has to be a commodity product, and it has to get there fast. You know, if 2 days is good, 1 day is better, same day is better. The whole world's chasing that. And for us, that's not the model.
But But, and that's I think why we're successful. We found white space. We found a a consumer opportunity where it wasn't being dominated. If we had to go head-for-head on same-day delivery with Amazon, we'd get crushed. For For entrepreneurs out there, any business you come up with where you think it's going head-to-head with Amazon, think of another business, all right?
It's too hard. You know, You heard him reference white space, also. So, now we're going to lead to white space.
But, what if we could come up with some real barriers? What if we could actually define how competitor B cannot move into this box where D is? Or, competitor C, try as they might, cannot move over to attack this white space that's up in this top left corner. Top right.
So, here we go. We have it. We have the white I'm going to go back to the other part. But, we need to occupy a white space, okay? And I know this is the way Ryan Cohen's thinking. What is the white space? What is the moat? White space is the area where other businesses cannot easily detach from what their persona is, what their offering is, whatever their aura is of their business, and come over and dominate and enter your space. So, that's the white space that Ryan Cohen's going to occupy, and I'll I'll speak on that. I got to go quickly, but I'm I'm going to get through this.
>> How would we do that?
Let's talk about it. I'm from the software world, so I'm going to give you two examples.
I and Red Hat, that is a $11 billion market cap company.
So, my point to you here is try to pick real axes when you're thinking about, you know, what it is that you're going to differentiate yourselves on that are not just faster, better, cheaper, and that actually can help you to find a white space where when you get to occupy this, it's really defensible, and it is a space that will enable you to build something of value.
Again, all subject Okay. So, here's the white space, right?
And what are these? These are barriers to entry. These are the barriers that we have to create. Think of it as a moat.
Okay, so what is the moat? Um What is the barrier to entry? What is eBay right now? What's our white space?
Right now, it's a messy peer-to-peer platform.
Um it's cluttered right now, but what is the white space that we can we can provide? The physical locations, that's our moat, right? Nobody else can do that. Okay? We have physical locations nationwide, just like the PSA thing. Um Ryan Cohen wants to turn it into a simple, trusted e-commerce machine uh with with trust, with grading, authentication, right? We can authenticate items over there. Um and the barrier to entry, large large group, 135 million, whatnot can't handle that.
Okay, so what who are our competitors?
Uh trust, complexity, I wrote down over here.
Uh the competitor's weak spot is trust, their complexity, authentication they can't do, the scams or this is eBay, the scams that can't that go on, the fee complexity, just all of that combined.
That those are pain points that Ryan Cohen's going to attack, right? So, um what what makes us different when Ryan Cohen does this and he has his physical locations as GameStop uh for Facebook, you only have local markets, right? You have sketchy deals. You could get stabbed at at a meetup, right? You can get robbed, whatever it may be. Um eBay's safer.
Okay, Amazon, they're they're weak for collectibles, used rare items, they're weak on that. They're they're men Ryan Cohen reference, he said it's uh a new charger, you go to Amazon. I need right? Um maybe it was Ryan Cohen or Mark Bannon, I don't know. But, um I think it was Ryan Cohen. So, they're they're they're better for newer items.
Um pawn shops, lowball prices, right?
Um they're like local card shops, it's only a local area. Whatnot, they're strong, but I mean they have narrow categories, eBay's wide and Ryan Cohen can expand through all the verticals, all the different categories. If it were me, I'd go straight to women, right? Cuz they spend money. No offense, Amber, if you're going to watch this or Sharon, I haven't seen her in a while. Hope she's doing well, but yeah. So, whatnot, uh they can't compete with eBay and the 135 million users, I believe, active users and uh the authentication part of it, right? They look at all the fake Pokémon cards that go that um that go go on being sold, uh fake packs, reseal packs or whatnot.
GameStop has already built the trust of the PSA community. Remember how everyone was like, you're going to trust GameStop with grading? Yeah, and people ended up trusting GameStop with grading. So, those are the motes that we build and our it's a difficult for uh it's a difficult barrier to entry for all of our competitors to access, um the white space that we're going to occupy.
And uh Ryan Cohen is e-commerce. So, yeah. So, that I mean, that's what I saw from that. So, let me see where the next part is that I'm going to talk about.
Well, when I say Amazon, it's not going head-to-head in uh in first-party large categories like consumables. And eBay is the place where you go to buy uh a a rare pen or a trading card or something like that. Amazon is the place where you go to buy a phone charger. So, it's not to beat Amazon at its own game. When I say when I say Amazon is building something that's much larger.
Um, and >> See, he knows. And they talk. I know they talk. And we're going to find out later. He's angel investor. He's just He's there. He talked about being letting He's sitting back being angel investor letting the entrepreneur be the star of it. Let them take the spotlight.
And uh even even in that he talks about uh PetSmart or Petco or something like that losing uh part of their part of their revenue to online pet company. And who do you think that was?
It's uh I believe that the business I don't believe I would make the business much, much more profitable get by getting rid of the bloat and running it more like a family business as opposed to a gigantic corporation and moving much more quickly and uh focusing going deep into other categories like live commerce where eBay has not been able to compete and has all of the assets in order to compete. And there's a lot of other categories where eBay could do a lot better. So, the web They're spending, by the way, they're spending over 50% of their revenues on operating expenses. And the website still looks like it did in 1995. So, it's a great business. And if you look at the financial performance of the company over the past 5 years, it's done terribly. And if you look at since the financial crisis, there's been a lot of competition in e-commerce by way of from the Shopifys of the world to social commerce to to Amazon and yet eBay is still there in spite of having a really shitty management team. So, I love the asset. It's run by a bunch of losers.
And it's something that can be a lot more successful if it was run by an owner that's an an entrepreneur that has not just a much larger vision, but knows how to run a business and make a lot of money and cares cuz I have my own money on the line. You sound So, I don't like the management team. I don't like the board Tell me how you really feel, Ryan.
Seriously. directors and I have such disdain for these people that make hundreds of thousands of 10 mil tens of millions of dollars in risk-free compensation and everything is done in in the name of corporate governance and all stuff like that, but they don't give a crap about shareholders. You're sounding a little bit like Elon Musk.
Would you take that as a compliment?
I mean, Elon has made history multiple times.
So, owners. They're far from the owners.
They They don't They don't invest their own money. They're milking it. So, they have a job to do the best for shareholders and engage on this and if they don't, then we'll do whatever we need to do.
I mean, that sounds almost mafioso.
It's It's business.
That's my line right there. I love it.
Business. So, what do I take from this?
I I got to get off. I got to I got to head out. So, what do I take from this?
Um in the end, you know, it's great to think of white space, uh barriers to entry, all of that. That's That's great on the back end of it. But, in the end, you have to connect with people. You have to connect with customers. You have to connect with everyday person because they're the ones spending money, right?
I'm I'm the one spending money. You're going to spend money on eBay, whatever it may be. You have to think of the human element of it cuz if you can't connect the two, you got nothing. So, Ryan Cohen, that's why his customer uh driven service um customer driven mentality, customer service driven mentality is the best. And that's why he was so successful with Chewy. Because he got that human element down. The he understood the the driver behind someone paying more money to Chewy to get organic dog food. You know, it's the the pictures, the handwritten notes, all of that. And I'm going to I you know, I I take I take so much from Ryan Cohen. I'm a I'm a open book. And I've learned in life like you have to you have to just admit you don't know everything, you know? And you you got to take it in. So, me as a parent, when you see the economy getting a little bit rougher, like dollars getting strained, you know, I I see GameStop acquiring eBay. I see more people listing things on eBay, going to GameStop. It's a one-stop shop. You just As a parent, man, I don't have time for anything. Look at me. I got home from work. I'm about to take my laptop over to my in-laws so I can work while we're celebrating another birthday, you know?
Um I have no time for anything. I'm glad I got the a stream today. But, it would be so easy like take my take my collectible, go drop it off at GameStop. I don't even have to think about it, right? I probably create an account, hook up a bank account. I don't even know how they're going to do it. But, uh drop it off, they'll package it, list it, ship it, and um and it's done. I get paid. Easy, right?
You pay People pay for convenience here.
Um What I like for instance, the product I make, anyone can do it, right? But, it's how are you doing it? Is it convenient?
What? Like I've I've developed processes to make it more efficient. Ryan Cohen, uh think about the GameStop uh physical locations. It's going to make everything more efficient for people.
And um, like I said, hey, um, high margins, right? High margins with retro consoles, power packs, all of that. People come in, trade in their PSA cards. Uh, it's convenience. Grading with PSA, GameStop is a convenience. And um, it's just great. I That's what I see. I see the human element of it. I see uh, GameStop taking a load off my back, having to take pictures, find a proper listing, figure you know, uh, wha- whatever, proper model, proper pictures, shipping. You don't have to deal with the hassle of the buyers, different things like that. And Ryan Cohen will probably solve all of these pain points. And um, help prevent chargebacks in the future, make it easier for us. But um, he's a real entrepreneur, a real operator. You can see the happy the like the how happy he is, the smile and uh, I guess the light and twinkle in his eyes when he talks about uh, being another startup, being an entrepreneur and e-commerce being his wheelhouse.
Um, but like I said, man, imagine what he's done with GameStop, turning it around hundreds of millions of dollars, $800 flip, $799.something million dollar flip from like 2021 to now.
Um, incredible. And that's not even his wheelhouse. He had to learn the physical retail business.
More or less shares the marrants.
>> [laughter] >> Oh, man, I'm dumping everything in the GameStop. I only own one stock.
That's what I got to say. But um, yeah, man, I got to head out right now.
I got to go to the in-laws for birthday dinner. And uh, till next time. Maybe tomorrow, who knows? Maybe it'll be 4 days in a row. We'll see.
Till then, man, can't stop can't stop, won't stop GameStop. Peace.
>> [snorts]
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