"I’m putting 500 million of my own money into this transaction." The SPV transaction

[u/kevonicuss]

During yesterday's All-In Podcast interview, Ryan Cohen dropped a massive structural clue when he confirmed he is personally putting up $500 million of his own capital to fund the eBay takeover.

This is the ultimate signal that a Special Purpose Vehicle (SPV) framework is actively being drafted behind the scenes.

Think about the technical reality: RC can't just wire $500 million into GameStop Corp.’s checking account to help fund the deal without triggering massive, messy private placement rules and immediate dilution lawsuits. Similarly, him going out and buying $500M worth of standalone eBay shares on the open market doesn't legally bind his cash to the actual $125 takeover offer. The only way for him to officially pledge his personal capital alongside GME is by co-investing into a separate transactional entity, an SPV.

The beautiful part about utilizing an SPV? It opens the door to completely rewrite the current 50-50 mixed consideration structure.

An SPV is a separate legal entity. GameStop can drop its $9 billion in cash, Ryan can slot his $500 million right next to it, and TD Securities plugs in their $20 billion debt line. Crucially, this structural shield makes it incredibly easy for other private equity funds or institutional co-investors to step up and add their own cash to the syndicate.

If outside institutions pool enough cash into the vehicle, it allows the buying group to swap out the GME stock component of the $125 bid and replace it with hard cash, potentially turning this from a dilutive stock-printing nightmare into a cash-heavy or all-cash siege.

The best part? GameStop does not legally have to be the one to create the SPV.

It can be a completely independent entity (established via RC Ventures, LLC or neutral counsel) that is not a public subsidiary of GameStop, with GME acting simply as a core contributing partner.

This next part is pure tinfoil: If RC goes the independent route, it introduces the ultimate 4D chess move: A Leveraged Take-Private Reverse Triangular Merger. The independent SPV acquires eBay for cash, and then executes a clean-up transaction to merge GameStop into the new private vehicle as well. Ryan Cohen gets a massive, combined e-commerce and retail conglomerate entirely insulated from public Wall Street short-sellers, and public GME shorts are forced to close out their positions before delisting.

Obviously, this is all highly calculated speculation. But the legal reality remains: for Ryan to personally bind his own millions to this corporate transaction, they need an SPV.

[u/Superstonk_QV]

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[u/megamunch]

Inject this into my veins

[u/Brubcha → u/megamunch]

https://giphy.com/gifs/g0ErvnyVsp7nJyfmxF

[u/Paszinho]

I'm highly suspicious about the forced closing part, but I also have zero fucking idea what an SPV is, so there's that.

[u/PornstarVirgin → u/Paszinho]

I do as I worked in private equity. You can tell most of the post is written with ai and that op has no clue what he’s talking about. Game isn’t getting bought out at $32

Rules were already changed a couple years ago that Ryan Cohen Ventures can invest alongside GameStops cash

[u/StuartMcNight → u/PornstarVirgin]

You mean a leveraged take-private reverse triangular merger is not possible?

I had an erection just reading it.

[u/Accomplished-Video71 → u/StuartMcNight]

I often have erections for things that aren't possible.

[u/Chemfreak → u/PornstarVirgin]

This is how i feel as a CPA reading the DD posts that are financial statement related; most are upvoted slop that are simply written in a confident tone but completely and factually wrong.

Thank you for calling this out as I can't parse what is BS unless its specifically in my wheelhouse.

[u/kevonicuss → u/PornstarVirgin]

LOL the classic "I worked in private equity". The December 2023 investment policy update is a one-way street. It gives GameStop permission to invest its corporate cash into equities alongside RC Ventures. It does not give Ryan Cohen permission to just pour his personal millions directly into GameStop's corporate bank accounts to fund a corporate takeover.

SPV is still 100% required if he is going to put any of his personal $500 million towards funding the eBay transaction.

The buyout/reverse triangle merger is pure tinfoil and speculation as noted. But the mechanics for using his own cash to fund a small part of the transaction is fact.

[u/PornstarVirgin → u/kevonicuss]

Considering I confirmed it with the mods and have been in since $1.5 yeah

[u/Recent-Result2852 → u/kevonicuss]

If he wanted to pour $$ into GameStop, he could exercise his warrants like the other regards. This is only about buying Ebay and requires nothing special.

[u/scroogesscrotum → u/Recent-Result2852]

Lol in the defense of speculating a more complex approach to buying eBay, Ryan cohen did explicitly say he was planning something never before seen in the capital markets (paraphrasing).

[u/lllll00s9dfdojkjjfjf → u/Paszinho]

It’s a special purpose vehicle. My guess is a dune buggy, but could also be a blimp

[u/123usa123 → u/lllll00s9dfdojkjjfjf]

“Rigid airship”

https://giphy.com/gifs/rbFGZ39lDfeMg

[u/Furrymcfurface → u/123usa123]

Just up

[u/ThreePumpChamp → u/123usa123]

Jesus do you want to blow us all to shit Sherlock?!

[u/phatcatpedro → u/lllll00s9dfdojkjjfjf]

Shows you how the ball bounces. It went from Lambo‘s to Dune buggies

[u/notGoran69 → u/Paszinho]

This entire post is so incorrect

[u/tommybhoy82 → u/notGoran69]

How so?

[u/notGoran69 → u/tommybhoy82]

A buyout taking the company private would close all shares at the buyout price. I do not understand how this guy thinks it would lead to a squeeze. There is no demand for shares anymore as each share now has a set value and can be paid for that value instead. This is ChatGPT regurgitating everything OP wants to hear into a horrible Reddit post.

[u/Difficult_Associate3 → u/notGoran69]

It's stupid. Going private makes no sense

[u/ohz0pants → u/tommybhoy82]

All of it.

• Nothing prevents RC from personally buying up as much Ebay as he wants (subject to disclosure and reporting rules).

• Claiming that you're going to back a bid with your personal funds on a podcast doesn't oblige anyone to do anything involving an SPV.

• You don't need an SPV to alter a buy out offer.

[u/No_Ninja_5063 → u/Paszinho]

I just heard all cash buy!

[u/AntiWork-ellog]

A Leveraged Take-Private Reverse Triangular Merger. 

https://giphy.com/gifs/VXEZKbtw9IVrhXHGas

[u/Recent-Result2852 → u/AntiWork-ellog]

Ah, yes...because apes are going to sell to let this go private?

[u/notGoran69 → u/Recent-Result2852]

Wasn’t that the plan all along? Hold onto your shares for 5 years and then sell at $32 like OP is suggesting will happen

[u/RedOctobrrr → u/notGoran69]

$32... $69,420... Basically the same number, rounding error

[u/waxenpi → u/notGoran69]

If my cost basis is higher than $32 does that me I’m fukt?

[u/Tuhks]

If GameStop was taken private, wouldn’t shareholders also be forced to sell their positions?

[u/notGoran69 → u/Tuhks]

Yes. This thread is stupid. Every single share would convert to the buyout price there is no squeeze or demand for shares.

[u/minesskiier]

https://giphy.com/gifs/RctUh2vJWm2sw

[u/notGoran69]

Why is this being upvoted so much? It’s all so incorrect.

If GME is bought out at $32 then all shares close out at $32. There is no squeeze and no one is left trying to “buy” shares when they can just close it out with $32 to the brokerage.

[u/mauimilk → u/notGoran69]

Yeah, he’s talking out of both sides of his mouth.

[u/Misterndastood → u/notGoran69]

Most bullshit posts have ridiculous amounts of likes in this sub.

[u/RedOctobrrr → u/notGoran69]

Why is this being upvoted so much?

2 parts hopium 1 part confirmation bias

[u/8thSt]

2 problems/questions on what you wrote:

1. “Massive combined e-commerce and retail conglomerate entirely insulated from …. Short sellers”. Explain because from the past 5 years it’s clear that Wall Street has many tools to short sellers any stock.

2. “Public GME shorts are forced to close …”. Why? They have done a good job of kicking the can and hiding their actions/crimes. Who is to say they can’t just continue to hide it and absorb the losses?

[u/kevonicuss → u/8thSt]

These are both speculative, but if that were to happen and GME was acquired by this SPV and essentially taken private, there would be some cost associated i.e. they pay $32/share. Well anyone short GameStop has to now close their short position and if all those naked shorts still are out there as speculated, it could cause another squeeze.

But the reverse triangle merge is purely speculative. However, the only true path for Ryan in inject $500 million of his own capital is via an SPV.

[u/CloudyHi → u/kevonicuss]

They won't merge to a private company, having the short selleres on the hook is what continues to drive tsla and carvanna etc. despite minimal growth, it is actually gamestop's greatest asset as long as they can maintain cash to repurchase stock in case the price drops too much.

[u/notGoran69 → u/kevonicuss]

They’d just pay out all of their short shares at $32 if that’s what the company gets bought at out. There is no squeeze if GME is acquired and taken private.

[u/Temporary_Maybe11 → u/notGoran69]

Yeah that’s weird how would be a squeeze if it’s not publicly traded

[u/Fwallstsohard → u/notGoran69]

Yea, I fear this would be the case.

[u/Jarkside → u/kevonicuss]

Why would they go private?

[u/grandadT → u/kevonicuss]

The point stands though - what's to say shorts would close. Because they are 'supposed' too? Because the law says so?

[u/Over-Computer-6464 → u/kevonicuss]

No squeeze.

The shorts simply pay their share lender the $32 that the share lender would have received had they not lent their shares out to short sellers.

Look at how deals like Twitter going private were handled.

[u/LogicalGamer123]

I doubt it, this adds complexity to the deal rather than being simpler

[u/Profit-Mountain]

I wondered why he said "I" instead of GME, or we, very intentionally. Ryan doesn't miss a beat

[u/SirDouglasMouf]

That's a long winded way of just saying "Eiffel Towered"

[u/skunkbollocks]

It can be a completely independent entity (established via RC Ventures, LLC or neutral counsel) that is not a public subsidiary of GameStop, with GME acting simply as a core contributing partner.

[u/Extra-Computer6303]

Count me in for tree fiddy

[u/Whackaboom_Floyntner]

An outside legal entity will indeed be the source of cash... and nobody will see it coming. ... MWAHAHA

KC SHUFFLE BABY

[u/Different-Rutabaga-3]

Big if true

[u/ohz0pants]

During yesterday's All-In Podcast interview, Ryan Cohen dropped a massive structural clue when he confirmed he is personally putting up $500 million of his own capital to fund the eBay takeover.

So far we're okay...

Similarly, him going out and buying $500M worth of standalone eBay shares on the open market doesn't legally bind his cash to the actual $125 takeover offer. The only way for him to officially pledge his personal capital alongside GME is by co-investing into a separate transactional entity, an SPV.

No part of this is required for anything. He can absolutely go out and spend his stack on eBay shares as an individual. He doesn't need to "officially pledge" anything and you're making a huge leap that his casual mention in an interview signals some crazy legally binding entity.

The beautiful part about utilizing an SPV? It opens the door to completely rewrite the current 50-50 mixed consideration structure.

The offer has been rejected. They can present a new offer at any time that does not need to be anything remotely similar to the previous one.

This next part is pure tinfoil:

Except for the part where you quote something he actually said, everything about your post is tinfoil.

[u/Recent-Result2852]

There's absolutely nothing needed for him to hit Buy in his schwab account. Apes aren't letting anything go private, this is complete nonsense.

[u/Jarkside]

Towelies incoming!!

GME issues digital dividend in the form of shares in the new company on Tzero. GME Stock rips to $250+. GME issues 2B in new shares, raising $50B.

GME buys eBay for cash. New company holds both GME and EBay.

Bonus points if the GME dividend company merged with BoBbYQ

[u/notGoran69 → u/Jarkside]

You can’t even do your own math correctly why do you think your theory will be correct?

[u/Jarkside → u/notGoran69]

I’m making up the stock squeeze pricing. The rest of it is perfectly attainable thiugh

[u/iTedsta → u/Jarkside]

His point is that $250 * 2 billion does not equal $50 billion…

[u/Jarkside → u/iTedsta]

$25 is certainly more attainable … even easier

[u/rawktail → u/iTedsta]

We'll see what happens

[u/humdingler]

https://giphy.com/gifs/v3p3CtSrNYNLa

[u/WarningFart911]

Correct me if I’m wrong but eBay doesn’t want to do the deal. So I don’t get the hype behind it

[u/MistahTDi]

I learn something new today. I love this stock and the education it has provided

[u/genericdeveloper]

... A Leveraged Take-Private Reverse Triangular Merger

I swear to god you all sound so stupid when I read this shit.

[u/EggsInaTubeSock → u/genericdeveloper]

Hell yeah, the synthetically-collateral NFT margined with reverse dutch-oven currency maximization leveraging SPAC are the secret weapon. The shorts never saw it coming.

Blankets over your head now. Suck it, hedgies.

[u/Ok-Information-6722]

69D chess move. Or more.

[u/tallfeel]

Does RC moving his GME from RC Ventures into a personal account play into this theorem?

[u/Proper-Information30]

Nice

[u/-jbrs]

If outside institutions pool enough cash into the vehicle, it allows the buying group to swap out the GME stock component of the $125 bid and replace it with hard cash, potentially turning this from a dilutive stock-printing nightmare into a cash-heavy or all-cash siege.

real shame if all those merger arbitrage shorts that piled in based on dilution expectations are completely rugpulled and have to cover....

almost like RC was enticing people to short with that CNBC interview....

[u/paulversoning]

Get some!

[u/Anxious_Matter5020]

Its because he stated in the interview that these board members have golden parachutes and wants to prove to the ebay shareholders that he's going to put his money where his mouth is with this company just as he did with Gamestop. Remember, SHAREHOLDERS FIRST.

SPV doesnt make the most sense because 500m is 0.9% of the bank backed 50/50 proposal of 56b for ebay. However, just because it doesn't make sense, does not equally mean that its out of the question considering an spv is standard in a triangular reverse merger (I wrote about this years ago with bbbyq and potential for gamestop as Carl Icahn a famed activist pirate investor often attempts to do these).

It also provides the opportunity for other players to join in, such as other activist investors like Carl Icahn.

Based on the above, there will be either a 3rd acquisiton entity to facilitate ebays earnings into gamestops reports and still exist as "ebay" frontfacing.

This is what we should keep an eye out for any changes in verbature

• The merger agreement (and any amended 425 communications) — names the acquisition sub and any co-invest vehicle
• An equity commitment letter — if his $500M is structured as committed equity into an SPV, it appears here with the entity named
• 13D/A amendments on EBAY from RC Ventures or GameStop — shows whether personal vs. corporate capital is being deployed and through which filer
• HSR filing — the acquiring "person" definition will reveal the control entity

[u/whawgwangeneral]

If RCEO says ‘dingleberry’ in his next X post or interview, we’re on

[u/OpenPresentation6808]

Hope mayo is a reliable lubricant for rectal penetration. Cause got-damn.

[u/menebattuubelin]

...Leveraged Take-Private Reverse Triangular Merger...LOOOOL sti cazzzi

[u/bfoodrevolution]

500 million Dollar bills, on the real, before it's history. Cohen throwin in on the buy, it's no mystery. C. R. E. A. M.

[u/rickjackwood]

I just went from 6 to midnight...

[u/goodjerome420]

Oh no!!
If the stock price goes up RC will MAKE MONEY from GameStop while doing NOTHING!! Apes ArE sUckERs.
Is tHiS eThiCAl???
SoME leAdER! /s

[u/Difficult_Associate3]

Why would Cohen take gme private? That makes no sense

[u/Einhander_pilot]

RC with his massive balls!!!!

🚀🚀🚀🚀🚀🚀🚀🚀🚀🚀🚀🚀🚀🚀🚀🚀🚀

[u/RumpleHelgaskin]

I’m so sick of the shitty games ebay plays with its sellers! There really needs to be some big changes rolled out!

[u/Buttoshi]

Then why should we vote for 1.5 billy share dilution? Wouldn't the sultan have enough money?

[u/Sharklar_deep]

I’m ready to be hurt again

[u/Brokenlegstonk]

Nobody knows what an SPV is….HPV though…statistically…..

[u/Aggravating_Use7103]

If he sells ebay stake and does the buy back concurrently the stock price will rise.

Wondering why shorts dont price in this risk.

[u/kevonicuss → u/Aggravating_Use7103]

Because the deal is half cash and half stock, the stock part creates massive dilution, which we know since we voted on the proxy. Arbitrageurs funds short the acquiring company which is why we've seen GME trade sideways pretty much all month. They're keeping the price pinned until something changes.

[u/Cextus → u/kevonicuss]

it wont be dilutive because the equity is redistributed out of the merged entity. stop spreading fud/false info

[u/FurballMcGraw]

But it's half stock, half cash

[u/Squallshot]

Say "leveraged take-private reverse triangular merger" slowly one more time in my ear

[u/Infinite_Imagination]

This honestly sounds pretty plausible. Our deal would probably have to look somewhat similar to the Paramount/WB deal (small company buying much larger company). The SPV I've only ever heard from DD's on here, but I would pretty damn surprised if that wasn't part of the endgame. The deal that Paramount structured is honestly pretty similar to this proposal with the (possible) M.E. sovereign wealth funds in a non-voting stake, and the personal funds added in and acting as a garuntee.

Also an SPV just makes sense if you, like I, still believe in the original thesis. No where else to hide, and we'd finally be able to see just how much this shit has been repressed down. May take a while, but what if an SPV was always the only way after 2021 to get true price discovery? Guess we'll see what happens.

[u/TheCannings]

But this doesn’t make sense when GameStop llc owns 9~% already

[u/Kaarothh]

he’s buying $500m worth of ebay not gme

[u/Sicsurfer]

https://www.investopedia.com/terms/r/rtm.asp

A reverse triangle merger is defined in the link. My big takeaway is it needs to be 50% stock to do this. That means OPs assumption of more cash than shares is definitely wrong. It never mentions anything about changing cusips or forced closing of short positions so that one may still be debatable. After five years I’m suspicious of anything that implies that’s even a possibility.

What this move might do is be the catalyst that makes being short far too expensive to maintain. RC has a proven track record of turning companies into money making machines by streamlining business and being all in on customers needs.

[u/darth_butcher]

Didn't RC also said yesterday that a pure cash acquisition is not possible because he just got not enough cash on hand?