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Wouldn’t that debt knock down the market cap as much as the value

Otherwise take out a $20b loan and put it in the bank. Assets increase $20b, job done.



There is precedent for this kind of trickery being played.

For example, Honeywell acquired Garrett AiResearch, a well known manufacturer of turbochargers for combustion engines, through a series of mergers.

Later on, it loaded them up with debt (over $1.5 billion, mostly asbestos related indemnity obligations from other parts of the business), before spinning them out as an independent entity again. Two years later, Garrett filed for bankruptcy claiming it was succumbing to the unsustainable debt burden placed upon it by its former owner.


So you mean...marrying someone but transfer all the personal debt to the others, then divorcing so that I have no responsibility whatsoever? Not even an obligation to settle for the debt just like disappeared through an expired relationship?


Is there a legal term for this kind of restructuring of debt?


I vibe asked it on Kagi Assistant and it said the closet relevant result is https://en.wikipedia.org/wiki/Texas_two-step_bankruptcy

To me it seems more like leveraged buyouts + debt restructuring all at once. I rather coin this term "debt offloading", which could also cover the cases with Enron for the tactics they used about 25 years ago


As soon as you mention Texas Two-step, you'll get a chorus of people who argue that it's a good thing, that it's really the defendants doing the plaintiffs a favor and making it easier and cheaper to sue them and the fact that each company that has done this has snuck out of between 90 and 99% of its obligations and washed their hands of them is a complete coincidence and that just wait, you'll see, the next time a company does it (using the same law firm that has handled all these) they'll really, truly, cover all of their obligations, perhaps even more, and at less cost and effort to their beleaguered plaintiffs.


In personal terms there is the "deathbed divorce", a uniquely American construct where couples, often elderly, get divorced while one is in hospital or hospice in an attempt to not saddle their soon to be widowed partner with six digits of medical debt.

In another uniquely American construct, that won't stop hospitals calling up all their relatives either implying that they are now responsible for those debts, or that it would be a mark of respect and honor if, even not, the relative would be willing to settle them anyway.


Scamming the state through private debt emission.


"Private Equity"


Welcome to late stage capitalism


This is early 1990s capitalism.


1980s even. It takes a while to siphon off all the value built up by multiple generations.


The hidden truth about economics in my lifetime.


I believe this is what they call the 'Texas Two-Step'


Sure it is not a Kansas City shuffle?


pretty sure you're just making a joke but the specific legislation exploited here is only present in Texas and Delaware iirc. Not a lawyer though


Perplexity wants to buy Google Chrome vibes.


Well, his argument is that he can remove inefficiencies in the combined company.

GME is ~12B, EBAY is ~46B (58 total) with net income of 0.4B and 2B (2.4 total). If he boosts profit by 1.2B then it's nearly a 50% increase and probably going to result in a more valuable combined company despite the debt.


He can argue that. But to me it seems more likely that culture and market demands are so different between the two companies that sharing any substantial resources would be to the detriment of at least one of the two halves. And more likely detrimental to both

The most beneficial thing is how even proposing this shifts peoples' perception of Gamestop from a beloved but struggling brick and mortar chain to a successful business


the only benefit I can see is some kind of eBay pick up and verification scheme where sellers use the gamestop locations to send their products and buyers go theere to pick it up. That would basically create a "this is garbage feedback" that could cleanup some of ebay's long standing problems in trust.


While this seems like the perfect synergy with a company that has too many branches and not enough business, those branches are also tiny. I'd bet employees are not enthusiastic about becoming UPS.

Becoming Radio Shack / Microcenter, as far as 3D Printing and DIY electronics, seems like it intersects with their target audience more, but they're also probably pretty short on space for that.


employees are not enthusiastic about becoming ups

Employee enthusiasm isn’t really much of a factor. For better or worse, in the event of significant change of the brick & mortar day to day operations then employee continuity & institutional knowledge is even less of an actual strategic asset than the minimal treatment it already gets in consideration.


> I'd bet employees are not enthusiastic about becoming UPS.

At the same time, most of the employees at my local UPS store have openly expressed a lack of enthusiasm about becoming Amazon returns employees.


yeah, their shops arnt sized to do much more than UPS style package movement.

I dont see it as a good value, but it's the only thing I see as a synergy. Otherwise it's just more garbage capitalism.


> garbage capitalism.

How is this defined?


A few things come to mind:

- SPAC IPOs that dodge standard disclosure requirements and worsen information asymmetry. See WeWork.

- Board positions filled with CEO loyalists instead of independent directors. See OpenAI firing Altman before Microsoft reinstated him.

- Management taking seemingly arbitrary decisions that turn out to be directly linked to their own compensation. SpaceX ordering a bunch of Teslas, or merging with a distressed asset (xAI). See above point on loyalist boards.

- The very concept of leveraged buyouts where financiers borrow money to buy a company, then put the burden on repayment on the company AND pay themselves hefty management fees. This inevitably leads to layoffs and a rapid decline in product/service quality while the company is scrapped for parts.


Moving money around and pretending that there is more of it.


You mean leverage/borrowing? Pretty time tested mechanism of risk taking in free markets.


Moving money from one pile to another so that you can skim a little off the top is imaginary work and is slowly destroying the west


It's always gone on, and probably always will on some level.

It's only when it becomes the primary concern that capitalism eats itself.


That’s not what’s slowly destroying the west but I understand that I must keep my remarks on this Marxist-friendly website very tame.


Slumlord owners of the network effect monopolies innovating ever lower investment in innovation and upkeep with ever higher increases in rent extraction, with a few nipple tassles slapped on the side to entice retail investor hype cycles.


> to a successful business

Maybe from a brick-and-mortor store to yet another private equity fund whose continued existance comes solely from debt and merger trickery.


>GME is ~12B, EBAY is ~46B (58 total) with net income of 0.4B and 2B (2.4 total). If he boosts profit by 1.2B then it's nearly a 50% increase and probably going to result in a more valuable combined company despite the debt.

GameStop had revenues of $3bn last year and eBay was $10-12bn, so combined it's $13-15bn. A net income increase of 1.2bn on that gross is a tall order for M&A efficiencies. Especially difficult when the two companies have essentially zero operational crossover, besides business admin. It doesn't seem likely to me that merging eBay's accounting/legal departments into GME's (and similar efficiency gains) is going to save anything close to a billion across the two entities.


I don't think this is a serious assessment. For years, the core business of both companies has been facilitating the flow of used goods. Gamestop has moved strongly into collectibles recently, with a partnership with collectible grading firm PSA and the introduction of (essentially) lucrative trading card lootboxes, whereas eBay has capitalized on the same expansion of the collectibles market with new live/flash auction features.

IIRC, Gamestop recently had a "trade-in anything" day, where they accepted a variety of products for store credit. Seems an awful lot like this was some sort of test for accepting products in-store for eBay listings, or something along those lines. They already accept trading cards to send off to PSA for grading and to place into their lootbox system.

As far as efficiencies go, you can see things like shifting shipping by individual sellers to mass shipping to/from a warehouse, a much heavier footprint in collectibles, and perhaps quality control that reduces buyer disputes (this one's a bit iffy).


Well let's be clear, the "trade-in anything" day was a fancy discount day. They gave everybody $5 for whatever they brought in, online you can read from employees that they just donated or threw it all away, no attempt to actually keep any of it to sell.

That said IMO the biggest difference in the two situations you're describing is that EBay is not in the business of buying the items to then sell later, they just facilitate transactions between two parties and some of the logistics (depending on the seller). They're similar as far as dealing with "used goods" but the actual design of the business and risk being taken on is very different.

EBay also not really lacking what you're describing - there are fufillment centers that can be used for EBay listings, there's the EBay "Authenticity Guarantee" program for cards, they already own TCGplayer which does all of this for trading cards way better than GameStop does, etc.

Perhaps somehow these things could be improved by GameStop but I can't imagine it being significantly better than it currently is.


Can you tell me where your local eBay fulfillment center is? I can tell you where my local Gamestop is (no, not that one, the other one).


I can't tell you where the nearest GameStop is because afaik they don't have any locations in my country. Can find half a dozen convenience stores that will handle eBay (or Amazon) goods for me within walking distance.


No, why does it matter? I also don't know where my local GameStop is since the few by me closed a couple years ago :P

Plenty of stuff on EBay offers me 2 day shipping clearly via fulfillment centers, as far as I'm concerned that's all that matters. Do you think the addition of GameStop stores would mean EBay can offer faster shipping than that on a significant number of items?


You asked what could be improved with Gamestop. Public knowledge of Gamestop locations is a boon if people don't know where your existing fulfillment centers are.


Yes but I don't need to go to my nearest fulfillment center if they ship everything to my house, that's why I don't know where it is.

What do you think people need to visit fulfillment centers to do?


Buyers? Sure. (Unless you're like me and paranoid after getting porch-pirated.)

Sellers...?


Sellers what? You generally don't just drop stuff off at a fulfillment center, when you get to that size you're dealing with large amounts of inventory and you ship it to them.

If you're saying sellers could come into a GameStop to have their individual items packed and shipped out, I suppose, but:

1. They don't really have the space for much shipping volume at any of their stores.

2. You can walk into any USPS, UPS, FedEx, etc. store and do that already, you don't need an 'EBay' store. GameStop would presumably get the packages picked up by one of those carriers so it's not saving any shipping time or expense.

For buyers, in many cases there's already alternative drop-off locations similar to GameStop Ex. For UPS deliveries I can get them shipped to a bunch of different convenience stores near me. GameStop stores might be a nice addition to that list but it's not enabling something you couldn't do before, and I would think for most people they already have a closer location than a GameStop.


Well, look at what you can already do with their trading card program. You could just list cards yourself on eBay, of course. You could drop them off at a shipper to send them off. You could keep them at home while you're waiting for a sale, where I guess they're insured by your renter's/homeowner's insurance. And if you want them graded, you can send them off for that however you like, too.

Or, you can bring your cards into Gamestop, and they'll send them off to get them graded and/or buy them from you, at which point they become inventory for their lootbox. With eBay, you'd be able to do all of that, too, except you'd be selling directly to someone else through a consignment service - more pricing freedom.

And then you could start doing it with things other than cards.


They are wildly different businesses. Ebay is not in the business of holding physical goods, they are a marketplace that connects buys, sellers, and shippers and adjudicates fraud, collects funds, handles taxes, etc. They are not a warehouse.

Gatestop is a retail operation that buys and sells goods. It takes on all the liability for fake products, it puts capital on the line to purchase used goods, it is a totally different (and worse) business


That’s not correct. eBay owns TCGplayer which has large warehouses and does direct shipping & fulfilment sales (tcgdirect).


eBay already had warehousing ops, I assume larger than tcgplayer’s.

Last year, eBay shut down tcgplayer’s only fulfillment facility in Rochester, NY and switched to using eBay’s facility in Kentucky.


That wasn't about size, it was a labor play. The NY workers were negotiating for unionization for 500 days because of unfair conditions and low pay.

I would have projected the same outcome though.

Quality of TCGDirect operations, from an enduser perspective, took a nosedive with the move and never recovered.


I am familiar with all the particulars, check my HN profile ;)


INDEED! Congrats on your recent successes and I really like your product!

As a seller and as a buyer.


> Well, his argument is that he can remove inefficiencies in the combined company.

Sigh. The synergy argument, once again.

While historically most mergers don't work out particularly well, I'm absolutely sure this time will be different.


"How do you make money? Spinoffs, split-ups, liquidations, mergers and acquisitions." - Mario Gabelli

Just sample from these with replacement sufficiently many times and you're all set. At the very least, you'll owe people so much money that they'll have a massive interest in helping you.


I've been told that Australian company Wesfarmers fanatically avoids synergies when acquiring companies so that if the time comes to cast it off, there's no painful separation of a bunch of shared systems/departments/real estate etc.


Not saying synergy is a dirty word, always. It's the assumption that there is a lot of overlap (which rarely materializes) and that assimilation or merging has no cost. In practice, company cultures are rarely aligned (the merger wasn't conjured by employees, they weren't even consulted) and frustrated talent leaves. Time is lost navel gazing.

Synergy (i.e.: cost reduction) looks great in Q3 balance sheet, but in the mean time intrinsic company value has decreased. The long term prospect isn't so great.


Oh agreed - I was at a company that was the result of two companies merging and while the reduced head count was an easy synergy (don't need two legal, HR, cyber-security etc teams), everything else was pretty slow.


That is a massive “if”


Which is a laughable argument.


They are paying half in GameStock equity. They will issue new shares so they will buy Ebay of $55bn, but add only $20bn debt.

Its good for GameStock management who will end up running a much bigger business. https://investor.gamestop.com/news-releases/news-details/202...

Game Stock management is essentially claiming that they can run Ebay better than the current management so Ebay shareholders will end up better off by selling to Game Stock: they get some cash and shares in a business that will be mostly a better run Ebay. Very possible bad for GameStock shareholders who will end up with a smaller stake in a bigger business.


It that's bad for GameStock shareholders, surely they'll vote against it?


Do they get a vote?


It depends. If Gamestop is able to find the efficiencies that the CEO is claiming, EPS jumps between 50 and 100 percent. Gamestop shareholders get diluted down to owning a smaller piece of a much bigger earnings pie. That's if you don't engage in any conspiracy theories about how many shares retail traders really own (don't go down that rabbit hole).

Suffice it to say, the Gamestop's price floor has gone up each time it's been diluted in the past few years. Perhaps lower highs, but higher lows. And a company that can afford to try a stunt like this.


True, that is why I said "very possibly". The market seems mildly positive about i so far.

its a big promise. Is Ebay really THAT badly run that they can find such efficiencies?


> Is Ebay really THAT badly run that they can find such efficiencies?

Well, we should point out that Gamestop hasn't grown their own business - they've lost 50% of revenue since 2020. Why would anyone trust that management to "turn around" another business?


The market being mildly positive probably doesn't mean much when it's a memestock...


Depends on how market cap is defined for the purpose of the contract. Typical definition is just against floating shares in the market * share price. Debt doesn’t factor in at all except in so far as it will influence investor confidence -> share price.

That said: conceptually it’s not an awful fit for GameStop. In so far as video games discs and cartridges were the main disposable belonging i had as a kid and the main target for new purchases, Funcoland was (later to become GameStop), if you squint your eyes, a brick & mortar eBay scoped to only video games. If you’d been an SV startup at the time pitching the eBay concept you could have said “it’s like funcoland, but online and for anything and also lets people sell peer to peer “




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