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A conversation between
GameStop CEO Ryan Cohen’s $56B Plan to Take Over eBay
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Snippets
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We were about to launch an online jewelry website. Did not know anything about jewelry. Went to a bunch of trade shows, bought hundreds of thousands of dollars worth of inventory, built the website, had the distribution, and then I was shopping in a neighborhood pet store. I had a poodle and I was going every few weeks and it just hit me on one of my trips that I understood the product much better. It was a recurring revenue purchase. The market was still fragmented.
Cohen's pivot from jewelry to pet food illustrates how founder-market fit and product insight can matter more than market size analysis when starting a business.
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I understood from the beginning that the real competition was always Amazon and they were world class when it comes to supply chain. So negotiating very fiercely with suppliers to get the best product costs. And that meant getting to scale and going from buying pallets of dog food to truckloads of dog food and moving from distribution to direct. The difference between failure and success was you know pennies in the red is failure and pennies in the black is success. So we had to operate hyperefficiently.
Cohen articulates the razor-thin economics of low-margin e-commerce businesses and why hyperefficiency is existential, not optional.
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It's counterintuitive. They want to build relationships with suppliers. The reality is it's mostly transactional. And so if our suppliers are sending us gifts in the mail, that's a really bad sign. It means we're overpaying. If our suppliers are telling us they never want to speak to us again, it means we're getting the right price.
This counterintuitive heuristic reveals how Cohen measures negotiation success — supplier friendliness signals you're leaving money on the table.
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I look for will over skill and I had a woman that was running customer service as an example and she came from working in like an old people's home and she applied for the job many times and we just didn't think she was qualified and she kept on applying. She was relentless. On paper, she didn't necessarily have the right experience, but she had drive, she was motivated, she wanted to work, and she ended up being incredible. In general it was finding people that are die-hards that are just willing to put everything in, go all in, and basically be as psychotic as me.
Cohen's 'will over skill' hiring philosophy challenges conventional credential-based hiring and explains how scrappy startups can out-execute larger, better-staffed competitors.
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I took I went in and I had this bias from Chewy, which is basically everything that I learned at Chewy I was going to apply to GameStop. And it took me about just over a year to realize that was really really stupid. But I ended up hiring a bunch of e-commerce people from Chewy and Amazon. And I wasn't the CEO. I hired a CEO. So I didn't have day-to-day visibility on what was going on. But the strategy was to make GameStop more like Chewy. And that was the wrong strategy.
Cohen's candid admission that his Chewy playbook failed at GameStop is a rare example of a successful founder openly diagnosing the danger of overconfidence from prior success.
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It was maniacal cost cutting mode, efficiency, basically focusing on what GameStop is really good at, which is the pre-owned side of things. And focused on running the retail business very very well. And then ultimately that led us to the category of collectibles which today the business is a leader in. You look at basically Chewy and GameStop you say well they're both retailers you take the same playbook but that's not the case. Totally different animal. One is you've got repeat purchases and you've got these really sticky cohorts and you know we can never over buy inventory at Chewy because we would end up ultimately selling it.
Cohen illustrates how surface-level similarities between businesses mask fundamentally different unit economics, inventory dynamics, and customer behavior.
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Life is too short to do it small. And if you look at how complementary as we've gone into the collectible space, I've come to appreciate eBay differently. And if you look at how complementary these two businesses from a lot of different dimensions, the secondary market side of the business, the collectible side of the business, the ability to provide liquidity to consumers, what we're doing in stores, eBay is doing online. Authentication of secondhand items. There's so many aspects of the business that are similar except that eBay is global and has significant scale. And frankly, it's a business that I understand a lot better than physical retail.
Cohen frames the GameStop-eBay combination as a strategic vertical integration of physical and digital secondhand commerce, not merely a financial bet.
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If you just look at how they've done since COVID, every important metric is down. GMV is down, active users is down by 30 million. Operating earnings is down. Revenue now is basically essentially break even. It's up a few points and operating expenses is up significantly. Their operating expenses now for a business that has no inventory — their revenues, their operating expenses are over half of their revenues. So that's a business that they're not growing. Everybody else in e-commerce is growing and they're making less money and they're spending a lot more and their sellers frankly aren't happy.
Cohen lays out a crisp, data-driven indictment of eBay's post-pandemic performance, making the bull case for operational intervention more concrete.
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There are three areas. Number one is on immediately improving earnings through cutting costs and pulling $2 billion of costs out of the business on the operating base of close to 5.5 billion of expenses. And $2.4 billion spent on sales and marketing for essentially no user growth. There's a lot of money to pull out there. And then there's two growth vectors. Number one is live commerce and there's a large competitor that is completely crushing it and eBay has the users, eBay has the brand, they have a platform, but the platform sucks for a lot of different reasons. And they don't have the content creators on the platform and nobody even really knows eBay Live exists.
Cohen reveals his three-part eBay turnaround thesis with specific numbers, providing a rare window into how an activist operator frames a public M&A bid.
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This is something that I have not spoken about before publicly but eBay today is the leader in physical items, physical collectibles as an example. And so I would extend that into digital collectibles. And essentially, if you look at all of these in-game items, AAA titles that people are accumulating, skins, weapons, all of these things, taking eBay and building a marketplace where you can provide liquidity for in-game digital items. Essentially, it's what NFTs could have, people thought they were, but ultimately they had no real utility. In-game items actually have real utility.
Cohen publicly unveils a third growth vector — a marketplace for in-game digital items — framing it as the legitimate version of what NFTs promised but failed to deliver.
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I'm putting 500 million of my own money into this transaction. I haven't pulled a penny out of GameStop. I've invested a lot of money into GameStop. I've been doing it for a long time. GameStop's a much stronger business today. Everyone hates GameStop and it seems like everyone in the media basically wants us to fail and wants them to succeed. And you've got a board that's making hundreds of thousands of dollars a year. They don't buy stock with their own money. They end up showing up to a handful of board meetings and they're making a fortune. You've got a management team that is grossly overpaid with taking zero risk. There's nothing more American than basically risking your own capital.
Cohen draws a sharp moral and financial contrast between owner-operators who risk personal capital and professional managers who extract compensation without skin in the game.
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I do think that the media, in order to give you credibility, and this would be my take on this, they're going to have to acknowledge that all of their takes on GameStop just being a meme stock were wrong and that there is actually a business here and that there is value being created here and that they missed that and they got the story completely wrong. And so to recognize that and to recognize your competency as an executive and as a CEO and as someone that can run eBay better than the installed management makes them wrong in their assessment. To maintain their credibility, they have to continue to make you seem less credible.
Cohen offers a structural explanation for persistent media skepticism — that acknowledging his success requires outlets to admit prior narratives were wrong, which journalists resist.
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I'm going to do whatever we need to do, whatever I need to do in order to succeed.
Cohen signals an unconditional commitment to the acquisition, hinting at willingness to escalate tactics including a hostile bid.
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If I'm their bankers, I get hired to run a process and maximize shareholder value. Those bankers then try and negotiate with you. But the truth is, if there's no other biders, they're just negotiating against themselves.
This exposes the bluff embedded in investment bank-led sale processes when there is effectively only one credible buyer.
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It's a lot of money. It's a big premium and beauty is in the eye of the beholder and like it makes sense for me to pay this for the business because of what I could do with the business.
Cohen articulates the classic acquirer's logic: a price that looks expensive to others is rational when you have a unique operating vision for the asset.
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Not just shortterm in terms of increasing the earnings, but long-term in terms of really taking significant market share in live commerce and digit building a digital marketplace for gaming. That's something an existing management team would never be able to build in their wildest dreams.
Cohen lays out his contrarian thesis: eBay's current management is structurally incapable of capturing the live-commerce and gaming marketplace opportunity he envisions.
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Obviously when it comes to their large competitors, there's antirust issues in terms of them being able to to do a deal of this size as well.
Cohen identifies antitrust as a structural moat protecting his bid — large tech or e-commerce giants who could outbid him are effectively barred from doing so.
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I don't know why they won't speak to me. They should cuz I'm not going to stop. I'm not going to go away.
This public statement itself is a tactical move — pressuring eBay's board by broadcasting his persistence to shareholders and the media.
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People could come along and buy the shares on the open market, too, and vote in favor of your offer. So I mean this is what often happens in these sorts of situations historically is the shareholder base can turn over and if people like the premium on the stock today and they don't want to own GameStop stock tomorrow there's probably going to develop a good market for trading the shares if the market starts to believe your story.
The host explains the arbitrage dynamic that organically builds pressure on target boards: risk arbitrageurs replace long-term holders and create a shareholder base aligned with the deal.
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There's a lot of different escalation paths that um we have in our toolkit and we'll see them.
Cohen deliberately keeps eBay's board guessing by refusing to specify his next move, a classic negotiating posture in contested M&A.
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Are you working with bankers? Are you doing this alone? >> Yeah, we're we're working with bankers and uh highriced advisors.
Confirming professional advisory support signals Cohen is running a serious, institutionally-backed process rather than a retail-driven stunt.
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I'm going all in.
Cohen's closing words frame the eBay pursuit not as a financial trade but as a total personal and strategic commitment, consistent with his Chewy and GameStop playbooks.
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Synthesis
The Operator's Playbook: Ryan Cohen's Vision for Building and Transforming Businesses
Ryan Cohen's career reveals a consistent pattern: identify undervalued businesses, apply ruthless operational discipline, and extract value through execution rather than financial engineering. His bid to acquire eBay for $56 billion—financed partly with GameStop stock—represents not a departure from this approach but an ambitious expansion of it. Understanding Cohen's strategy requires looking beyond the headline acquisition and into his operating philosophy.
The Chewy Blueprint: Recurring Revenue and Unit Economics
Cohen's first major success came not from an original concept but from recognizing an existing market and executing better than everyone else. Chewy, the pet supplies e-commerce company, competed directly against Amazon in a notoriously low-margin business. Rather than differentiate through novelty, Cohen focused on the fundamental advantages of recurring purchases—pet food, litter, and treats reorder automatically—and built a supply chain machine to exploit that advantage.
The path to success required obsessive attention to cost structure. Cohen personally negotiated with suppliers, staying up until 4 or 5 a.m. managing Google AdWords campaigns. His philosophy on supplier relationships was counterintuitive: if suppliers were sending gifts and expressing goodwill, it signaled overpaying. The goal was to make them never want to speak with him again. This transactional toughness—running the business on "pennies in the black" rather than hoping for scale to solve unprofitable unit economics—became his operational signature.
Chewy grew to multi-billion dollar revenues with negative working capital, meaning it collected customer cash before paying suppliers. By 2017, Cohen sold the business for $3.35 billion; it later IPO'd and reached much higher valuations. Rather than expressing regret about the exit timing, Cohen reframed it: selling allowed him to pursue bigger opportunities. He credits the sale for making the current moment possible.
GameStop: Learning That Playbooks Don't Travel
Cohen's first major lesson as an activist investor came from misapplying Chewy's playbook. After joining GameStop's board in 2021, he initially hired e-commerce talent from Chewy and Amazon, attempting to replicate the pet supplies model. Within roughly a year, he realized this was fundamentally wrong.
The problem was structural. Chewy succeeds because consumable pet products turn inventory constantly—demand is predictable, and oversupply becomes revenue rather than dead capital. GameStop's physical retail inventory is different. Buying too many TVs or gaming peripherals doesn't guarantee sale; unsold merchandise demands markdowns and losses.
As CEO, Cohen pivoted. He stopped trying to build a Chewy-like e-commerce giant and instead focused on what GameStop excels at: pre-owned goods and collectibles. This category shift—now representing 42% of revenue at roughly $350 million annually—reflects a key principle: don't force a business into an unfamiliar mold; find what it does well and scale that.
Under Cohen's leadership, GameStop cut operating expenses while growing revenue 14% year-over-year in recent quarters. The company holds $9.7 billion in cash and has authorized share repurchases. The shift from physical retail execution to collectibles—trading cards, graded sports memorabilia with cash-on-the-spot buyback programs—succeeded because it aligned with existing store networks and customer behavior rather than fighting them.
Why eBay, Why Now
Cohen's interest in eBay stems from recognizing complementary strengths with GameStop's collectibles business. Both businesses operate in secondary markets—pre-owned goods, trading cards, graded items—where authentication and liquidity matter. eBay is global; GameStop's stores function as physical nodes. The overlap convinced him that substantial value creation was possible.
His analysis of eBay's decline is unsparing. Under CEO Jamie Kern (who departed in 2015), the company has seen every major metric decline: GMV, active users (down 30 million), operating earnings, and revenue growth has stalled. Operating expenses now consume over half of revenues—striking for a marketplace with no inventory risk. The platform alienates sellers by offering poor tooling compared to Amazon's Seller Central, leaving them dependent on third-party software.
Cohen frames eBay's problem as a failure of founder-operator culture. When companies transition from founders to professional management teams, "you lose the one-on-one and the rolling up your sleeves, really getting into solving the root cause of problems." The board collects salaries without owning stock; management is overpaid with no skin in the game. This creates drift.
The Three-Part Thesis for eBay
Cohen's acquisition strategy rests on three pillars. First, immediate cost reduction: he targets pulling $2 billion from eBay's $5.5 billion operating expense base, noting that $2.4 billion is spent on sales and marketing with zero user growth in return.
Second, live commerce expansion. eBay Live exists but remains obscure, with an opaque approval process that deters sellers and creators. Cohen sees a $400 billion TAM in U.S. live commerce, growing rapidly and dominated in Asia. eBay has the user base and brand but a broken platform. GameStop's 1,600 stores could serve as content creation studios, offering creators support with photography, fulfillment, logistics, and authentication.
Third, a marketplace for digital collectibles—in-game items, skins, weapons from AAA titles. Unlike NFTs, these have real utility and immediate markets. No platform currently provides liquidity for in-game items at scale. Cohen views this addressable market as potentially larger than eBay's physical collectibles business.
The Friction: Financing and Governance
eBay's board rejected Cohen's offer, citing financing uncertainty and questioning his experience at eBay's scale. Cohen's response: he's financing the deal partly off eBay's own balance sheet and offering 50% cash, 50% GameStop stock to shareholders, allowing them to maintain eBay exposure while gaining new management.
The financing structure reveals his conviction. Cohen is investing $500 million of his own capital—money he hasn't withdrawn from GameStop despite his significant investments there. This contrasts sharply with eBay's current CEO and board, whom he characterizes as lacking personal financial stake and working primarily to preserve their positions.
Shareholder activism has hit procedural obstacles. A recent shareholder vote failed to reduce the threshold for calling special meetings from 20% to 10% of shares outstanding, limiting Cohen's ability to force a vote. Institutional shareholders, his conversations suggest, see opportunity but haven't yet coalesced. The traditional playbook here involves accumulating shares on the open market as sentiment shifts, potentially building toward a proxy fight.
Why the Media Narrative Frustrates Him
Cohen's broader complaint extends beyond eBay's board. He questions why media coverage treats GameStop's decline as inevitable truth while celebrating professional management's attempted "rescue" through cost-cutting and shareholder payouts. The media, he argues, has positioned itself as wanting GameStop to fail—a narrative that persists despite operational improvement.
His theory: media outlets built credibility around the "meme stock" narrative, positioning GameStop's recovery as impossible or illusory. Acknowledging Cohen's success at GameStop would require admitting they were wrong. Maintaining credibility, in this view, demands continuing to delegitimize his capability.
This frustration points to something deeper: Cohen operates as a capital-risking entrepreneur while eBay's management operates as salaried custodians. The American value system should, in Cohen's view, favor the former. The fact that it doesn't—at least in media and boardroom perception—puzzles and angers him.
The Operative Question
Whether Cohen can execute at eBay's scale remains genuinely uncertain. Chewy was a large business but in one category. GameStop involved fixing and focusing an existing retailer. eBay is global, complex, with ingrained organizational patterns.
Yet his approach is consistent: diagnose inefficiency, cut costs relentlessly, focus on core strengths, serve the business's actual customers (in eBay's case, sellers), and build markets where none currently exist. If those principles work at eBay as they did at Chewy and GameStop, the board's resistance will look myopic in hindsight. If they don't, Cohen's $500 million bet will prove costly.
What's clear is that Cohen intends to find out, indifferent to whether the market initially believes in him.
§04
Fan-out
Questions raised
- 01 How much weight should founders give to personal passion vs. market size when choosing a business?
- 02 At what point does competing in a low-margin commodity business become strategically unwise, even if you're executing well?
- 03 How do you build a sustainable supplier relationship when you're extracting maximum price concessions?
- 04 Does this negotiation philosophy change at larger scales or in industries with fewer suppliers?
- 05 How do you screen for 'will' in an interview process without it becoming an endurance test?
- 06 How should a successful operator mentally quarantine past playbooks to avoid applying them incorrectly to new businesses?
- 07 What frameworks help operators identify which elements of one business model can transfer to another?
- 08 What is the realistic synergy value between a physical collectibles retailer and a digital marketplace at eBay's scale?
- 09 What is the root cause of eBay's market share losses — product neglect, seller relations, or structural marketplace shifts?
- 10 Is $2 billion in cost extraction realistic without damaging eBay's ability to invest in the growth vectors Cohen identifies?
- 11 What regulatory, interoperability, and fraud challenges would eBay face in building a liquid secondary market for in-game digital assets?
- 12 Should stock ownership requirements for executives and board members be mandated by regulators or left to shareholder governance?
- 13 How does narrative lock-in in financial media affect capital allocation and retail investor behavior over time?
- 14 What legal and financial escalation paths exist when a target company refuses to engage with an acquirer?
- 15 How do target companies' advisors create competitive tension in a sale process when only one serious bidder exists?
- 16 How should investors evaluate whether an acquisition premium is justified by the acquirer's specific strategic advantages?
- 17 Why would an incumbent marketplace company like eBay be structurally unable to pivot into live commerce and gaming?
- 18 Which large tech or e-commerce companies would face antitrust scrutiny if they tried to acquire eBay?
- 19 How do activist acquirers use public media campaigns to pressure target company boards into engagement?
- 20 How do merger arbitrageurs influence the outcome of contested takeover bids?
- 21 What are the full range of escalation tactics available to a would-be acquirer when a target's board refuses to engage?
- 22 What role do financial advisors and lawyers play in building credibility for an unsolicited acquisition bid?
- 23 What distinguishes an 'all-in' founder-operator approach to acquisitions from a typical financial buyer's approach?
Concepts to learn
- 01 Recurring revenue business model
- 02 Market fragmentation as opportunity
- 03 Vertical integration in supply chain
- 04 Transactional vs. relational procurement
- 05 Grit as a hiring criterion
- 06 Founder's bias / prior success bias
- 07 Principal-agent problem in corporate governance
- 08 Cohort analysis in retail
- 09 Pre-owned/secondhand commerce economics
- 10 Liquidity provision in secondary markets
- 11 Circle of competence (Buffett/Munger)
- 12 Gross Merchandise Value (GMV)
- 13 Operating expense ratio in asset-light businesses
- 14 Live commerce / social commerce
- 15 In-game item secondary markets
- 16 NFT vs. in-game asset utility distinction
- 17 Skin in the game (Nassim Taleb)
- 18 Entrenched management and agency costs
- 19 Narrative economics
- 20 Sunk cost fallacy in public narratives
- 21 Hostile takeover
- 22 Tender offer
- 23 Stalking horse bid
- 24 Fiduciary duty
- 25 Synergy value
- 26 Winner's curse
- 27 Innovator's dilemma
- 28 Live commerce
- 29 Antitrust review (HSR Act)
- 30 Regulatory arbitrage in M&A
- 31 Bear hug letter
- 32 Risk arbitrage (merger arb)
- 33 Shareholder base turnover
- 34 Proxy fight
- 35 Consent solicitation
- 36 M&A advisory mandate
- 37 Founder-led acquisition
References invoked
- 01 Amazon's supply chain and logistics operations as a competitive benchmark
- 02 Angela Duckworth — 'Grit: The Power of Passion and Perseverance'
- 03 TikTok Shop and Chinese live commerce platforms as the 'large competitor completely crushing it'
- 04 Steam Marketplace (Valve) as an existing example of in-game item trading infrastructure
- 05 Nassim Nicholas Taleb — 'Skin in the Game'
- 06 Robert Shiller — 'Narrative Economics'
- 07 Clayton Christensen's 'The Innovator's Dilemma'
- 08 Ryan Cohen's open letter to Apple (2023) and GameStop transformation as case studies in concentrated founder bets.
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