In mergers and acquisitions, deal structures can combine cash and stock components to create value for shareholders. A $56 billion acquisition can be structured as 50% cash ($28 billion) and 50% stock, where the stock portion adjusts based on market price. The key to value creation lies in operational efficiency improvements that increase combined earnings, making such transactions accretive to earnings per share for both parties. Successful M&A requires addressing legacy inefficiencies, such as excessive operating expenses and misaligned management incentives, to unlock significant value potential.
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GAMESTOP CEO RYAN COHEN CHARLES PAYNE INTERVIEW FOX BUSINESSAdded:
I want to bring in now GameStop chairman and CEO Ryan Cohen. And Ryan, first and foremost, let me just say thank you for coming on.
You made headlines in more ways than one yesterday. So, I tell you what, let's just begin with the announcement that the announcement your intention to purchase eBay $125 a share $56 billion.
We know We know the deal is half cash and half stock. The stock part is pretty simple to understand, right? The higher the price goes, the fewer shares you have to put out there. Uh but the information put out a piece that actually applauded your Hutzpa. And they said though that the deal was done because the cash isn't properly financed. Now, I understand if you if there elements of the cash part including potential outside investors, you may not want to mention. Uh but can you give us more details as comfortable as you are with the details on on the cash part of this?
It's crazy how many negative opinions there are out there based on like a 10-second clip of a the the CNBC interview. He gave a lot of information on that CNBC interview, but people are just like clipping the parts where he's just half cash, half stock and he's not really saying much. And that's, you know, that's what they're basing their opinion off of rather than actually watching the interview and actually listening to what he has to say.
They're just trying to get clicks for their little videos and their little Twitter accounts.
Yeah, we have um Well, good to see you by the way, Charles.
>> It's for sure.
Um we have a $20 billion highly committed letter from TD uh that we as well as the bank feels very confident they can place and we've got 9 billion of cash on our balance sheet. And in simplistic terms um the structure of the deal is very simple. So, it's $125 a share.
50% is paid out in cash, which is $28 billion and the other 50% is equity that's being rolled into eBay and GameStop. So, people don't understand how it's possible to to do a transaction like this. So, in in easy terms say business A is eBay. It's making $40,000. Just use round numbers for argument's sake. And business B is GameStop. If this was a stock-for-stock deal, we were combining both businesses. GME shareholders would own 80%. I GME share-shareholders would own 20%. eBay would own 80%. But what we're proposing is immediate liquidity to eBay shareholders. So, instead of them owning 80%, they'd be owning 60%.
So, they're owning 60% of 50,000 in earnings and GameStop shareholders are owning 40% of 50,000 in earnings. Now, I'm confident that I can increase the value of eBay and their earnings by cutting costs dramatically. They're spending $2.5 billion in sales and marketing.
And we can make that much more efficient. So, it's going to go from business A of making 40,000, it's going to be making 80,000. So, now the combined business is making 90,000.
And there's different kinds of dilution.
There's dilution that decreases earnings per share and there's dilution that is accretive to earnings per share. This is a transaction that I believe is accretive to both eBay shareholders and GameStop shareholders because we're going to increase earnings per share significantly by making the business more efficient. And GameStop is going to continue to be more profitable, too. So, the combined business can be making more than $90,000.
And when you you look at eBay's business as an example, you look at their operating expenses of $5.5 billion over $5.6 billion on an $11 billion business. It's a business that can be run much more efficiently. There's no inventory.
It's an asset-light business.
It can be run much more efficiently.
Yeah.
>> W- with owner's mentality and that's putting aside any kind of growth. That's just from treating it like a family business and and and operating more efficiently.
Yeah, you know See, I don't I don't know if I fully understand that part. So, what he's saying is that as GameStop shareholders will own like 40% of eBay.
And we're going to GameStop shares or fundamentals are going to be based off 40% of eBay's business. And then eBay's is going to be based off of 60% like the eBay shareholders. See, I'm not exactly sure what he means by that. I've listened to that a couple different times. I think I kind of get it, but if someone in the comments or the chat uh can explain that a little better, I would appreciate it. So, to that point, um the question's been asked, you know, why would eBay shareholders want a deal like this? And I think about the current management situation. They paid themselves over the last two years gobs, millions and millions of dollars. Uh they they never buy back their own stock. Uh they've done nothing really innovative at all with respect to that.
And and and here, I think really for me the my opinion is you're the linchpin.
You're the you're the key to this. And it's not it's not unlike the New York Giants saying, "Hey, we're going to trade for a better quarterback." And I don't know why traditional Wall Street doesn't get that particularly when they fallen over deals like Paramount, $11 billion company making a $100 billion deal. They can see that, but they can't somehow see you orchestrating this deal.
And I think it's frustrating.
We'll see what happens. It's uh It's good. Let uh There always needs to be a healthy dose of skepticism.
>> Yeah. Yeah. Speak Oh, yeah, bro. I mean, really like the skepticism is extremely positive. People thinking this is a negative deal because they're going to dilute and raise a bunch of debt. That's extremely positive to me as a GameStop shareholder because the more negatively the the the majority of people think about GameStop, the more positive it is for me because generally most people are wrong. Most people don't understand investing, don't understand business. So, if a bunch of people think that this deal isn't going to work, it's probably going to work. And Ryan Cohen is going to absolutely crush and turn this into a company turn making 10, 20, 30 billion dollars a year in net income.
You can go watch this morning uh uh Vlad was on CNBC. And uh they tried to get him to talk badly about these investors, folks who on social media who support you, people who own your stock. I you mean, what do you say to these people?
Folks who are just right now watching this interview that have put their hard-earned money behind Ryan Cohen saying he's going to make this work despite with the fact that the the establishment media, the financial media says about you and this deal.
I mean, it's a the way you opened up the show is exactly what the situation is. I mean, it's uh there's a lot of experts. They've never run a business.
Uh and um you know, if if you look at GameStop and where it is today and where the experts predicted GameStop was going to be, uh it's doing a little bit different.
And uh I'd rather not say. Just just look at our financial results and we can play all the old clips of you know, from all the the experts in the Wall Street uh you know, the the Wall Street analysts that were bearish on the company. And frankly, by the way, the company should have been bankrupt many times over. It is a very, very tough business.
But it's uh it's ma- making healthy profits now. So, they weren't wrong. If the old management would have continued running the company, then you know, we wouldn't be having this conversation now. At least it wouldn't it wouldn't be about GameStop if they would have continued running the show. Right. There's no doubt about that. Let me, you know, again, picking up on that though because, you know, you you've been pretty tough and you wrote this great piece called The Hollow Men. Before we get into that though, Semaphor put out a piece. They said about Ryan Cohen, "The billionaire didn't help his case Monday when he squandered what goodwill he had with the street in a disastrous CNBC interview playing to his base rather than in the investors he now needs by showing contempt for legacy financial press and big institutions and investors. Those investors are crucial if he is serious about taking over eBay." Your thoughts?
No, they're not. The only investors that matter are GameStop investors, people that are going to ride with Ryan Cohen no matter what and forever. That's what Ryan Cohen wants. He doesn't want a bunch of people to hop on the hype train and get wrecked or or jump on the hype train and make money. He doesn't want traders to make money. He doesn't want short-term price action people to make money.
He wants long-term investors who are in it for decades to make money. So, he doesn't have to uh appeal to anybody except GameStop shareholders because those are the people that are going to ride with Ryan Cohen forever.
Um >> [laughter] >> Can't take it too seriously. It's okay.
Um Let Let me pick up the on the uh holo And honestly, that CNBC interview was genius. He clipped farmed the out of that CNBC interview, bro. What CEO out there is as viral as Ryan Cohen?
Literally none, bro. Ryan Cohen is number one.
the holo man post because you did suggest American capitalism is rotting from the head down. Let's talk about that because I I tend to agree with you.
I you know, this period that we're in, we have people who are doing amazing things and folks who have no concept or understanding of what they're doing or or their vision get to beat them up all day and night. But what are the consequences if we just you know, if we don't find a way to sort of re-embrace entrepreneurship and risk-taking the way you and others have?
A good example is this situation. You look at our board. Our board fees Nobody really talks about this.
Our board fees are zero and the majority of our board has invested their own personal capital into this company and in many cases a substantial amount of their personal capital.
Uh and you look at most boards in America and you look at Coinbase board is a good example. Their board fees are like $4 million a year. I think their average director is getting paid $350,000 a year. Six times the GDP of America to show up at a few board meetings.
There's a problem with that in terms of like the system. It It It just should not be like that.
Uh and if you look at insider buying at the company over the past 5 years, it's also It's like our board fees. It's zero insider bought. Right.
>> look at insider selling, it's hundreds of millions of dollars. So, the system There's a There's a There's a uh There's a deep problem with the system that that exists, but that's corporate America.
Well, Ryan, I want to say thank thank you for coming on.
Um I'm I'm wishing you luck. I still I'm still a shareholder and I still have faith. So, thank you very much and hopefully you'll come back soon we can pick up on this conversation.
It's great to see you, Charles.
>> You too. Thanks a lot.
Me, too. I'm also a believer. Ryan Cohen's the man, bro.
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