GameStop’s $56 Billion eBay Bid Is Already Falling Apart

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If money is evil, then that building is hell. Welcome to Prof. Markets. I'm Adelson kicking off with a terrible joke to start the week. It is May 5. Let's check in on yesterday's market vitals. The major indices all fell as tensions continued to escalate

in the straight-and-forth moves. The U.S. and Iran exchanged fire as the U.S. escorted two ships through the straight. That new sent-brent crude sharply higher. And the yield on tenure treasuries climbed on the prospect of higher for longer energy prices.

“Meanwhile, logistics companies fell after hours on announced”

it was launching its own supply chain services. FedEx fell 9% while UPS dropped 10%. Okay, what else is happening? GameStop has offered to acquire eBay a company four times at size

for $56 billion. CEO Ryan Cohen says the goal is to build a real

competitor to Amazon. But the big question is, how does GameStop plan to pay for this? The company has around $9 billion in cash and claims TD Bank will provide $20 billion in debt financing. Cohen says the rest of the money will come from GameStop stock, despite the fact that the company is worth less than $11 billion.

GameStop fell 10% on the news while eBay gained 5%. So a lot of questions here, it is striking that GameStop is deciding to buy eBay and it is more striking how much larger eBay is as a company. So here to discuss this acquisition, we are speaking with our friend Rohan Goswami, business reporter at Semaphore

Rohan, great to have you on the show. So GameStop wants to buy eBay. It's four times the size. Just take us through how this can make sense because it's something that's kind of confusing when we think about corporate M&A. How does this actually work? Yeah, so GameStop has an enterprise value that's the market cap plus debt

around $14 billion in eBay. As you said, is around $55 billion.

It's a much bigger company. And so there are two ways that Ryan Cohen, who of course is the chairman of GameStop the CEO of GameStop and also GameStop's larger shareholder. There are a few ways that he's proposing to do this, right? So half of that deal he says, as you pointed out, would come from about $9.5 billion of GameStop's cash on hand. Another $20 billion in what financeers call highly confident financing.

That's TD Bank. His bankers haven't actually raised the money, but they feel quote unquote, highly confident that they can raise that money. And there is like a beautiful poeticism to this deal happening right now. Several of my colleagues, including my co-host and colleague Liz Hoffman, are at in Los Angeles with a milk and conference, sort of like the pioneering corporate

Raider, who in many ways pioneered this highly confident letter. So there's $9.5 billion of his cash, $20 billion of his stock that brings us to around $30 billion. And the rate remaining $20 billion that he proposes would come from a massive delusion. He avoided using that word in his frankly disastrous CNBC interview this morning, but a delusion of existing GameStop shareholders. They would issue new shares

that would then be handed over to eBay's existing shareholders. And that is how Ryan Cohen proposes to pay for this deal to take over a company that is, as you said, four times the size of GameStop. There are a lot of problems there. We can sort of unpack all of them. The thing I would

Cohen is used to dealing with retail investors who are obsessed with him, who live in Dubai is every word. He's used to moving stocks 10 or 15% up, just posting a little meme image of him

“leaning forward in a gaming chair. That's what he's used to. And frankly, he's dealing with”

the in the big leagues right now. And I know he likes to call himself the dumb money and he says the smart money is out to get him. But the fact of the matter is, he needs the smart money here. They're the guys who actually own eBay. And a lot of them went into this week and you saw

how the stock moved on Friday when rumors first broke of this, this deal. This stock moved up

10, 15% investor said, whoa, okay, there's a real chance that this guy can pull this off. The second this guy started talking on CNBC today. This stock went from 10% up, 9% up, 8% up, 6% up, 5% up. Investors just don't believe what he has to say. And that's going to be a real problem here. Not paying for it or dealing with the structure. Okay, so you mentioned his disastrous appearance on CNBC. We have a clip of that. Let's watch that and then let's hit your reaction.

Are you believe you're if you're providing effectively all of your stock? And then the cash that gets you to 20. You have this letter from TD. That's another 20. We're now at 40, but we're still off by call it 16. And the 20, as far as I understand, while it's considered a highly confident letter, meaning TD saying they're highly confident that they've provided the financing, it's not locked financing. No, we'll see what happens. I hear you. I understand that.

I'm just trying to understand where the rest of the money would come from. Sof cash, half stock. Why, I hear you. I'm just saying that that math doesn't get you to the to the price that you're offering. Sorry, that's a pretty straightforward question. I don't get it. Where's the rest of the money coming from? And related effort, clearly. I don't understand your question. We're offering half cash, half stock. And we have the ability to

issue stock in order to get the deal done. So, I mean, there's so much unpacking this moment. Oh, yeah.

I mean, at first, it seems as though maybe he's just confused about what they're actually

asking him. But then he seems to kind of like admit the thing, I guess he doesn't want to say,

“which is that they have to issue new stock. I eat dilute dilute. What do you make of this?”

Yeah, he's got two problems here. One, he doesn't want his retail shareholders to hear the word dilution, because that's a scary word. And it's not a great word. And two, he knows on some base level. I mean, he's an incredibly brilliant guy. And he's a great businessman. He knows that eBay's existing shareholders are going to go, well, why do we want to trade our eBay stock, which just hit all time highs for potentially worthless game-stop shares that, you know,

you could dump out of retail, could dump out of that. We don't really have any certainty in

because we're hitching ourselves to this really unknown and still somewhat scary shareholder base.

That's probably number one. Problem number two is, look, Andrew's a former colleague. He's one of the best interviews of all time. Generally, when you have the opportunity to make your case to the market, and you're given 25 minutes on CNBC to talk about your long shot case, your response isn't, well, I don't know. And this was in the clip, but look at our website and, you know, you're

“praying on our downfall. Yeah. But I think that's part, look, I spent a lot of this morning in”

this afternoon talking to advisors on both sides of the aisle here, one of the best. The game stop side, or the eBay side, I talked to folks who have known Ryan for a long time. I talked to the institution shareholders trying to get a sense of what the market thinks, and there was a perception of very real perception reaffirmed by this CNBC interview that Ryan is a little biter about the way that CNBC and the legacy press treated him in the 2021-2021-22 run-up,

where GameStop was on top of the world, where it was the meme-stop frenzy, and where he felt fairly unfairly like Andrew Ross Orkin and folks at CNBC had a target on his back, and we're kind of out to get him, and you could see that shine through in the passive aggressive nature of the interview. The problem, as we sort of talked about just now, is it doesn't really matter what Ryan Cohen thinks. It doesn't matter what his retail shareholder thinks. It doesn't, as much as I

respect Andrew, matter what Andrew Ross Orkin thinks. There was one job that Ryan Cohen had when he got on CNBC's air, and it was to convince institutional shareholders, Vanguard, BlackRock, T-Row, any of these big, really sophisticated money managers that, "Hey, maybe I stand to make a chance to, you know, a buck 50 instead of a buck by going with Ryan Cohen's deal as opposed to sticking with eBay's deal, or sticking with eBay's stock." That was his only job to get those guys on the

phone, to get him setting meetings, none of them, at least the ones that I've spoken to, have any interest in gaging with him, right? And that's, like, it's not, like, the last time we talked, like, a Paramount Skydance, where you had a smaller company going after a bigger company,

he had his dad's wallet back in him, at least there's real money here, and there was a reason for those guys to come to the table. Ryan here had kind of one shot to make his case to the street, and blew it, and blew it brutally, by receiving kind of pompous and stand-offish. Well, I was wondering, if the pompousness and the stand-offishness was intentional, if he thought that by coming off as this kind of, like, rude, kind of crass, cold, individual that he

looked strong in some way, but what you're saying is you've pulled the room, it did not work. No one might-- Well, Ryan is working, I should be more specific. He's working two different rooms. You're absolutely right that it was intentional, and that if you go on Twitter now, his fans and his retail fan base are loving it. They're talking about CNBC getting mocked. They're doing the whole, like, Andrew Russell can spin his curve, and Ryan Cohen is sitting upright,

because he's, you know, mocking to ape-clavicular here. Yes. He's mocking Andrew Russell, and that's great. Ryan is very used to playing that base. Ryan has no experience whatsoever dealing with institutional investors at an ideal context. Obviously, he ran chewy. He's a public company CEO. So there were two different rooms he was going for. You're right.

“That was absolutely intentional in his stand-offishness. I think nothing this guy does is”

by mistake. Unfortunately, that's not the room he needs to be winning over. He's got retail in the bag. They love him. They'll fall into the end of the earth. Right. The institutional guys are going, dude, this is, like, hostile M&A. He got to take this seriously. It's not a joke,

and he failed to win any of those guys over. Not a single one. So we always love getting a

prediction from you. Do you think this goes through? No. No. It's not even like 50/50. No. Unless Ryan A gets actual some sort of really durable financing, and I know the journal in their report talked about some sovereign wealth funds getting involved. And to be clear, I've heard nothing about that, but every bit of reporting that I've done on the sovereigns for the last few weeks. Obviously, given the conflict in the Middle East, suggest they're not interested in

cutting really big chicks, checks, and sort of getting involved in another messy bit of M&A. So unless he firms up his financing, unless the sovereigns come in, and unless he manages to sort of get a time machine and undo the damage he did to himself this morning. No. There's no chance to know. I would actually, I would actually bet if I was allowed to bet, and you were allowed to take the other side of the bet then, that by Wednesday, not even by Friday, by Wednesday, eBay's board

will have said, "Thanks. No thanks." And Ryan will sell his shares at a handsome profit and walk away. I love it. Ryan gets to tell me business reports at 7 or 4. Really appreciate it. Thank you

for joining us. Ed, always a pleasure.

After the break, Elon and Sam face off in court. And by the way, we are heading out on tour at the end of the month, so for more info and to get tickets to a show near you, head to proffgmarketztor.com. Support for the show comes from LinkedIn. It's a shame when the best B2B marketing gets wasted on the wrong audience. Like, imagine running an ad for cataract surgery on Saturday morning cartoons, or running a promo for this show on a video about Roblox or something. No offense

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second week. Last week, Elon Musk spent three days on the stand, testifying that sound

“upman and opened AI's President Greg Brockman, conspired to quote "steal a charity."”

Musk told the jury he would never have donated $38 million, had he known it would be used to build

an $800 billion for profit company. Open AI's attorneys pushed back arguing that Musk was never committed to the non-profit mission and is only suing to destroy a competitor. Greg Brockman has expected to testify this week, so our album will take the stand later this month. So lots to get into here here to discuss this trial. We're speaking with our resident corporate governance expert Charles Ellson founding director of the John L. Weinberg Center for corporate governance

at the University of Delaware. And yes, a relative of mine, my uncle Uncle Charles, good to have you back on the show. Well, it's good to be back and there was an old 60 show that had a character called Uncle Charlie. It's like it's the Uncle Charlie. Uncle Charlie. Uncle Charles was a crashity guy by the way. So we wanted to get your reaction this because this really is a corporate governance issue, the likes of which we've never really seen, where you had this non-profit supposedly a charity

to Elon's point. And then suddenly you turn around a few years later and it's planning to go public at a roughly trillion dollar valuation. And so in a lot of ways, it seems like Elon must kind of has a point, but I'm not sure what the legal standing is exactly, and I wanted to get your views

from the corporate governance perspective. Well, it's a great question. Well, first of all, I've never

known Elon Musk's reputation is such that he is a very much a profit-oriented guy. Certainly his compensation at Tesla and is an obviously proposed compensation at space. That kind of bears that out. It's not I'm working to give all this money to charity. It's usually I'm working to give it

“to me who earned it. He will argue. So I think it's rather interesting to see him now on the side”

of the charitable giving nonprofit. I think that's kind of interesting. But you know, I think you got to look at this as kind of a battle between two egos, if you will, or one very large ego, certainly. And you know, I don't want to say grudge meds, but someone has taken this idea

run with it and done very well. The other likes the idea too and is running with it as well.

And suddenly you have two individuals who are in the same business effectively competing with each other and oftentimes litigation is used as a tool, one where the other to slow down the competitor, or the competitor to slow you down. And this has sort of all the marks of something like that, I guess you could argue, or it's something rather personal between the two. But as a, you know, a championing a charity, it doesn't feel like that for my standpoint. Because remember, Microsoft

invested quite a bit in this. And this did not, this debate did not occur at the time that Microsoft made the investment. You think about it. Microsoft is a for-profit company. They didn't

“give this who they're charitable arm. It was an investment for them. And I guess you have to ask”

yourself, well, why wasn't this point raised then? Why is it being raised now? And obviously the ventures become so successful. You've got a competing venture who you expect will be successful. That was you created a company that you had your Tesla shareholders invested even though they thought when they bought into Tesla, they were buying into AI. And, you know, it kind of leads you to scratching your head a little bit as to what is really going on. Is there really a nonprofit

purpose in this or something else? It was interesting. Many, many years ago, there's a very famous corporate law case involving Henry Ford, and Henry Ford stopped paying dividends in his company, for motor company, or reduced his special dividends, large dividends, claiming that he thought he had made too much money and that instead the country itself should enjoy the prosperity that he created through lower car prices, greater employee salaries, things like that. And the court said no,

a business is a business to make a profit and your investors expected that from you. Well, that was the surface story. The underlying story, as it turns out, was that the investors who complained, who's dividends, he cut off, put it kind of everyone's, but it was one particular group with two brothers named Dodge, and they were using the money to create the Dodge motor company,

of the corporation really was effectively in any trust case. Now, there was more to the tail.

“And on this one, there may be more to this tail, too. Again, that's what the jury's supposed to”

figure out, what the judge is supposed to help the jury figure out, and we'll have to see. It's an odd one in that respect. I agree with Mr. Musk that the thing started as an on-profit, and it's sort of morphed into a profit, but it'd be very hard to keep it as a non-profit, given what it's involved in. And it would argue that from a government standpoint, probably should move into for-profit status as it creates greater accountability.

But, you know, this is sort of uncharted waters. Rarely, do you have non-profits in these kinds of interests? They're fair from the Code of Society. This one obviously had a significant profit potential, which is, I guess, going to be realized, or they hope they'll realize it. And he's created his own vehicle, which is not a non-profit, by the way, at a fact of least in the same space.

“So what I'm really has to wonder what is really going on here, and that's what the jury's”

going to figure out. Does the intent matter here? It sounds, I mean, because it seems as though clearly part of the intent on Elon's part is that he doesn't like Sam Altman. He doesn't like open AI. He wants them to lose in some way, and that's kind of the case that open AI has made, and that's what they've publicly said. This is about jealousy. This is about ego, et cetera. At the same time, it also seems like the intent isn't to necessarily right or wrong,

but it's to literally disintegrate the company. Like he does, he no longer wants this company to survive. And I wanted to what extent does the intent of that matter? Similar, along those same lines, as if he decided to far this lawsuit now versus a long time ago, what does that say about the intent of the lawsuit? Does that material in front of a jury? Does that matter in terms of the law? Sure. Sure. Well, you know, that the timing is something and what, again, that was the

story of Henry Ford. You know, why did you decide to do this now? Well, there was, there was, it turned out a different reason for it, and certainly a jury can consider that is this Amaratoria suit. In the sense that does he really want it? Is he doing this to benefit the public, which is not a providence, supposedly does? Or it ultimately is about benefit, benefiting he and his own investors. And that's it, you know, and that's something that I'm sure

that they will consider. You know, what's the motive here? What's the solution to this thing? If it, if it ends up in the end, he's complaining about the for, not providence status, if it's becoming a for profit, if it disappears, let's say, who benefits for profit? A for profit? E is company, well, obviously, you knock out a competitor. And that's the act, or you into, you employ the competitors and employees. I mean, that's the, you know, what is the real

story here? And that Paul Harvey was a radio commentator in the '60s and '70s.

He always on his newscasts had a, if something in the end, he called it the rest of the story.

He tells a story and they say, well, that's not really the real story. I think the jury is going to have to figure out here. And then with the tell with the judge, what's the real tale here? If you objected to it, being a nut for profit, why were you, when Microsoft contributed? Why instead didn't you contribute from a charitable foundation? Why did that occur? And you certainly aware that everyone was. Why now when it looks to be extremely successful?

And you happen to have a business, it, it, it competing with it in the same space. And obviously, he'll argue that as he, well, that, no, this, he never expected this and said, etc. And they'll argue as you, as you spoke at the beginning of the segment, that they say, no, this has nothing to do for profit, non-for-profit. It's concerned about a competition and an ego match. And obviously, you know, he is not someone who

peep Mr. Moss, who people believe is a drinking violet. Yeah, just isn't. And Mr. Altman, obviously, has a, as a well-known public persona as well. So the battle of the Titans, it's, it's an odd one. But, you know, it may have some impact on the future of AI, or at least who makes the money in AI ultimately. Who do you think will win? The end of this sounds like

you think Elon Musk won't win? You know, I, I, I, I, I, I never liked it predict stuff like that because

it's hard to figure out. It's hard to figure out. May look, we're not in that courtroom. We haven't listened and heard what it is, what has been said or what's going to be said.

“And that's why it's really tough to handicap anything. I mean, based on the argument itself,”

and based on the history here, I think it's, it would, to me, be a rather tough argument to make.

Booneau, so they're both parties are able to represent it, and the jury will have to sort this out. Like I said, it's interesting to have these two Titans.

I mean, Elon Musk was never considered an AI Titan, you know, obviously electric cars,

and, you know, payment systems and things like that, and he got interested in robot cars, what, and then AI. And, you have it. It's a business he wants to be in, and, you know, these folks that he helped to argue to create it, are in it, too. Now they go public, obviously. You'll have other investors who would like to make some money on this business. As his investors, and Tesla want to make money in the business and see investment.

“You know, look, I think this all goes back on a governance angle to the difficulty of companies”

really dominate if you apply one individual, controlling Cheryl, or if you will. And when you lose a accountability to everyone else, what's controlling Cheryl has, particularly under certain state's law, you know, you create problems like this where you don't have a board that, you know, representing other investors and say, hey, do we really want to be in this right now? How does this look? How does this feel? Is this a good use of your time? I mean, having to take off a week and,

you know, end up on the stand, getting beaten up, you know, through cross examination, is not a great way to be spending your time on something like this. What is the benefit to his investors for this? You know, Mr. Altman obviously has to defend himself. So, you know, obviously, I'm sure he doesn't want to be there either. But, of course, he's defended. He's not the plaintiff, and he has to respond. I have one final question before you go, we just learned

that SpaceX's board has approved a pay package that would give Musk 200 million supervoting

restricted shares, but only if the company establishes one a permanent human colony on malls, with at least one million residents, and two, if it hits a seven and a half trillion dollar valuation, just before you go, I just wanted to get your reactions to that compensation package. Well, not very well into the moon, to Mars. I meant to Pluto.

“Or Galaxy X. You know, look, you have to remember, it's his company. He controls it. No matter what”

the board says, he has the right to appoint directors and control it. So, basically what you're hearing is what he wanted from them. You know, was there pushback? I don't know, but that's the danger investing in a controlled company. You know, is you have absolutely zero control over what happens and under Texas law, if it ends up in Texas as Tesla did, your legal recourse is pretty slim. So, you know, before you invest, do you really trust ultimately that your interests will be

protected? And that's a tough question given, obviously, this past history and controversy, particularly over compensation. And obviously, over, you know, Tesla and AI. Yeah. All right, Charles Ellison, Founding Director of the John Weinberg Center for Corporate Governance at

the University of Delaware. Uncle Charles always loved having you. Thank you for joining us.

“And thank you, Nest you Ed. I hear more about you than your grandfather. That's the same name.”

Pretty good. We love that. We love that. Okay, thank you, Charles. Take care. Some of the sexiest stocks in the market right now are some of the unsexyist names. Companies like Generac, which makes each vacuum equipment and caterpillar, which makes tractors are absolutely ripping in the stock market right now. Caterpillar stock is up 170% in the past year alone. So why are these boring businesses on such a

crazy run? Well, two words, data centers. Big tech is planning to spend $700 billion on data centers in the next year. And that means that the companies that build the equipment that make those data centers are in high demand. That includes caterpillar and Generac and also five other major players, specifically Cummins, Vertive, Comfort Systems, Quanta, and M-Core. They are the seven hottest companies in the stock market right now. And our friends over at unheged

have coined a new term for them. They are calling them the data center seven. The data center seven are up an average of over 170% in the past year. They're also trading at an average of 38 times forward earnings. For context, that is almost double the multiple of Meta, which is trading at 20 times forward earnings. Despite the fact that Meta's business is growing twice as fast as say Generac. In other words, this is becoming a frenzy. But it is possible that the markets are missing

that there are a lot of obstacles in their way too. Last week, we discussed with Jiga Shah and John

“Perrella how energy constraints are making it increasingly difficult to power these data centers.”

There are also supply chain issues and labor shortages. And of course, public opposition. Last month, the state of Maine passed a moratorium on all new data centers and similar proposals have now been introduced in 13 other states. And we're already seeing the effects of this.

Data center capacity dropped 50% at the end of last year. And despite all of these new plans

that we keep seeing, roughly 40% of this year's data centers are expected to be either delayed or simply canceled. In other words, this gigantic data center built out isn't a given.

“It's a question. And at 38 times forward earnings, it's hard to argue that investors are”

really acknowledging that fact. Will the data center 7 stocks go down anytime soon? I doubt it as it's a very hot sector right now. But if these data centers don't start physically materializing in the real world in the way Wall Street hopes they will, well, then this story is going to change very, very rapidly. In some, look out below. Okay, that's it for today. This episode was produced by Claire Miller and Allison Weiss edited by Joel Pattern and engineered by Benjamin Spencer.

Our video editor is Brad Williams. Our research team is Dutch law and Isabella Kinsel, Christina Donhue and Mia Savaria. And our social producer is Jake McPherson. Thanks for listening to Proftly Markets from Proftly Media. If you liked what you heard, give us a follow. I'm Allison. I will see you tomorrow. With Finn, we've built a number one AI agent for customer service. It solves up to 90

percent of queries for businesses, tops all the performance benchmarks and the G2 leader boards,

and it comes with a million dollar guarantee. Check it out at Finn.ai.

Support for the show comes from Odo. Running a business is hard enough. So why make it harder with it doesn't different apps that don't talk to each other? Introducing Odo, it's the only business software you'll ever need. It's an all-in-one fully integrated platform that makes your work easier. CRM, accounting, inventory, e-commerce, and more. And the best part,

“Odo replaces multiple expensive platforms for a fraction of the cost. That's why over”

thousands of businesses have made the switch. So why not you? Try Odo for free at Odo.com. That's Odo.com. Support for the show comes from Odo. Running a business is hard enough. So why make it harder? With it doesn't different apps that don't talk to each other. Introducing Odo, it's the only business software you'll ever need. It's an all-in-one fully integrated platform that makes your work easier. CRM, accounting, inventory, e-commerce, and more. And the best part,

Odo replaces multiple expensive platforms for a fraction of the cost. That's why over thousands of businesses have made the switch. So why not you? Try Odo for free at Odo.com. That's OdoO.com.