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 Link: https://old.reddit.com/r/Superstonk/comments/1vhcmuo/ebays_board_said_no_but_ebays_owners_bought/ This is an automated archive made by the Lemmit Bot.The original was posted on /r/Superstonk by /u/TEHGOURDGOAT on 2026-08-06 18:33:17+00:00. On May 12, eBay's board told Ryan Cohen his bid was "neither credible nor attractive." And officially rejected the bid. On August 2, Cohen activated the convertible debt exchange. Yesterday, EBAY posted a blowout quarter. Every headline says the board's position is stronger than ever. None of that matters. Because eBay is 105% institutionally owned.Meanwhile, the board is actively dropping their ownership. So why the fuck isn't anyone talking about what that means for an M&A? And why is everyone ignoring that the last thing Ryan Cohen said is this will be decided by the owners of the company? The Number Everyone Is IgnoringeBay institutional ownership summary — 105.69% institutional ownership, 444M shares outstanding, $52.158B total value of holdings 105.69%.Institutions don't just own eBay. They own more shares than actually exist. 444 million shares outstanding, $52.158 billion in institutional holdings. The number exceeds 100% because shares get lent, borrowed, and double-counted through short positions and derivative overlaps. But the structural point is absolute: the entire float and then some is all institutional capital. In a typical public company with 30-40% institutional ownership, "going directly to shareholders" means a public campaign. Newspaper ads. TV interviews. Podcasts. A proxy fight where you spend months trying to convince millions of dispersed retail holders to override their board. That's the movie everyone is waiting for, for some fucking reason. It's NOT this movie. When Cohen told Barron's in June that he would take the bid directly to eBay's owners, every analyst interpreted this as a hostile public proxy fight. When he said on CNBC "we're coming for eBay one way or another," the coverage framed it as bluster. But in a company that is 105% institutionally owned, "going directly to shareholders" is a phone call. It's a series of private meetings. It's a slide deck you present to consultants at those instutitions. It's wall-crossing conversations where you share the terms under NDA and gauge willingness to tender before the offer goes public. It's the same channel through which the convertible exchange was negotiated — "privately negotiated exchange agreements with certain institutional holders." The Tender Math at 105%Under Delaware law, a tender offer doesn't need board approval. Cohen needs a majority of shares tendered to close. GameStop already owns 9.8% of eBay: 43.39 million shares, physically settled on July 17. That means he needs roughly another 41% of total shares outstanding to reach majority. In a company where institutional ownership exceeds the total share count, the top 15 holders alone probably represent 45-50% of shares outstanding. The decision lives inside a concentrated pool of portfolio managers who already know the terms because the terms have been in the market since May 3. Cohen doesn't need to convince the long tail. He doesn't need a PR war. He doesn't need to run ads. He needs a room. And the convertible exchange just told us he's already been in that room.The same class of institution that holds eBay - the 144A qualified institutional buyers, the large asset managers, the funds that make up that 105% - are the same counterparties who just voluntarily swapped guaranteed par-value GameStop debt for equity at $19. I laid out the full mechanics of that exchange in my previous post. The point here is different. The point is: the exchange wasn't just a balance sheet move. It was a signal. Those counterparties told you which side they're on. They traded a guaranteed return for equity upside in the acquirer. Now ask yourself: when Cohen picks up the phone and calls these same institutions about tendering their eBay shares, is that a cold call? The Held PresentationOn June 23, GameStop announced that Cohen was withdrawing his $35 billion performance award to focus entirely on the eBay acquisition. In the same press release, the company said it would release
GameStop June 23 press release — "detailed presentation of the strategic rationale and operational plan for the combined company...this week" Three days later, on June 26, the language softened. GameStop filed its fiscal year outlook and added one line:
GameStop June 26 8-K "Additional materials regarding the proposed transaction are forthcoming" That was over five weeks ago. The presentation has not been released. GameStop doesn't say "this week" and then sit on it for five weeks by accident. The presentation exists. The $500 million personal commitment structure has been worked out. The operational plan has been built. It's all ready. My strong opinion:The presentation is the tender offer package. You don't release your pitch to eBay's shareholders as a press release and then re-file it as part of a Schedule TO. You hold it until you're ready to file. And you don't file until you've finished aligning the institutional base, which is what the convertible exchange just did. The sequence:
The materials have been ready since late June. The key question was when to deploy them. The eBay Earnings WrinkleeBay reported Q2 yesterday. Double beat.
eBay Q2 2026 earnings release headline — revenue, EPS, GMV beats The board will use this. "We're executing. We're growing. We don't need GameStop." But now look at Q3 guidance.
Here's what that means for the institutional holders staring at both positions. eBay is trading at ~$112. The bid is $125. The stock is at 90% of the offer price. Growth is decelerating. Depop weighs on near-term margins. The question for every portfolio manager holding eBay is simple: do you believe eBay sustains 15%, or is this the peak? If the growth is peaking, $125 is the exit. The board can point to a strong quarter all day. But the board doesn't own the company. The institutions who hold 105% of the shares outstanding do. And when you're a portfolio manager and the stock is trading at 90% of a $125 bid with decelerating growth, the math doesn't care about the board's press release. The Structure of the Combined CompanyCohen isn't building a bigger GameStop. He's building a holding company. This has been signaled from the beginning. The Teddy Holdings trademark portfolio. The withdrawal of the $35 billion performance award, not because it was excessive, but because the compensation structure of an operating company CEO doesn't belong at the holdco level. Cohen said he would run the combined company as CEO with no salary and no cash bonus. My strong opinion:GameStop reorganizes into a holding company structure via a §251(g) short-form reorganization under Delaware law. GameStop and eBay become wholly-owned operating subsidiaries. Teddy sits at the top. Here's how the capital stacks:TD Securities (up to $20B)
SWF Preferred/Structured Equity (~$26B)
GameStop Operating Cash (~$5B)
Cohen's GP Commit ($500M)
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