Cohen Proposes Turning GameStop Stores Into eBay Marketplace Infrastructure

Ryan Cohen describes the proposed acquisition of eBay not as a financial combination alone, but as a way to build a substantially larger commerce platform around GameStop’s physical footprint, its experience in gaming and refurbished technology, and eBay’s marketplace infrastructure.

His central contention is that eBay has underexploited several growth opportunities: live commerce, a digital market for in-game items, and localized authentication and fulfillment. GameStop’s stores, Cohen argues, could become operating nodes for those businesses rather than simply outlets for video games and hardware.

He sees overlap in GameStop’s gaming, collectibles, trade-in, refurbished-tech, and e-commerce experience with eBay’s existing marketplace. The plan, as he describes it, is to combine those capabilities while making the combined business leaner.

Cohen has committed to removing $2 billion of costs in the first year. He frames that as the beginning of the operating case, not the whole strategy: greater efficiency, he says, should make growth easier rather than require growth to be sacrificed.

Cohen’s argument is explicitly shareholder-oriented. He says he would not purchase eBay for roughly $56 billion unless he believed he could make it worth multiples of that price. Using what he described as consensus expectations of more than $3.5 billion in 2026 EBITDA for eBay, plus his planned cost reductions, he estimated a combined EBITDA figure above $5.5 billion before accounting for the growth initiatives he believes are available.

He distinguishes the share issuance needed for a transaction from ordinary dilution. Issuing stock often reduces earnings per share, he acknowledged, but Cohen argues that stock issued to acquire a business whose profits can be expanded is accretive rather than destructive for existing GameStop holders.

The bid has already been rejected by eBay’s board. Bloomberg’s on-screen timeline dates the unsolicited offer to May 3, puts the board’s agreement to review it on May 4, and records the rejection on May 12. Ed Ludlow characterized the original proposal as roughly $56 billion; the timeline listed it as $55.5 billion.

The most defined challenge to the deal is its prospective credit profile. Ludlow said TD’s financing letter had widely been reported as contingent on the combined company maintaining an investment-grade credit rating, and said Moody’s had described the transaction as credit-negative for the combined entity.

Cohen said GameStop had a “highly confident letter” from its bankers, that multiple parties were interested in the transaction, and that he would put $500 million of his own money into it. He also referred generally to interest from capital markets.

He did not name additional financing parties, put a number on the contemplated debt, or explain how the proposed capital structure would meet the investment-grade condition Ludlow described. Cohen’s answer was instead an assertion: neither credit-rating agencies nor anyone else had contacted GameStop, and the pro forma company would be investment grade.

He also rejected the idea that leverage itself made the deal implausible. If the combined entity could not obtain debt financing, Cohen argued, that would imply eBay could not obtain debt financing either—and eBay can get debt. He called the narrative that the combined business would be too leveraged a media invention.

GameStop shareholders have approved an increase in the company’s authorized share count. Asked whether that created a capability GameStop did not previously have in pursuing eBay, Cohen said yes. Asked what it enabled, he answered: “Buy the business. Buy eBay.”

Ryan Cohen offered his most concrete operating example in collectibles, particularly trading cards. He called fraud eBay’s biggest issue and credited eBay’s existing authenticity-guarantee program with giving buyers confidence that authenticated goods are legitimate. But he described the current process as centralized: sellers ship an item to a limited number of fulfillment centers, adding shipping cost and time before the item reaches the buyer.

GameStop could provide a distributed alternative, Cohen said. The combined business would have 1,600 nodes within a 15-minute drive of 80% of the population, he said. Those locations could authenticate an item on the same day and at lower cost. The stores would become part of eBay’s marketplace service layer—handling local verification—rather than functioning principally as retail locations.

Bloomberg’s on-screen company profile listed more than 2,200 GameStop stores across the United States, Australia, and Europe. Cohen’s 1,600-node figure was specifically part of his authentication case, not a claim that every listed store would perform that role.

The second pillar is live commerce. Cohen called it a trillion-dollar addressable market, said it was particularly large in Asia, and said some U.S. competitors were already doing well. eBay, he said, was not doing well in the category. GameStop stores could serve as studios, logistics points, and fulfillment infrastructure for content creators.

The third pillar is gaming. Cohen said GameStop’s experience with buying, selling, and trading games could be paired with eBay’s “rails” to create an in-game digital marketplace. Across the three pillars, he provided the strategic uses for the combined company but not their operating design, commercial partners, or implementation sequence.

Cohen also rejects the premise that the combination depends on preserving physical game software. Asked about a future in which console makers move toward discless hardware and games are released digitally, he said it “doesn’t matter.” Software, he said, makes up less than 12% of GameStop’s business, while collectibles make up more than half.

That claim makes the store network’s value less dependent on physical software sales than on authentication, fulfillment, live-commerce production, logistics, collectibles, and refurbished technology. When Ludlow asked what Cohen had learned from GameStop’s digital-business experiments, including its NFT marketplace, Cohen did not answer directly. He instead cited $143 million in first-quarter operating earnings, which he said was the highest in the company’s history.

Ryan Cohen said no one from eBay’s management team or board had contacted him since the rejection. He accused eBay’s leaders of being entrenched and “hiding behind their advisors,” while also saying that a collaborative and consensual process would be his preferred outcome.

He would not say whether he is prepared to improve the offer. When Ludlow asked directly, Cohen said he would not negotiate against himself. Pressed that a higher bid might be required, he answered only: “We’ll see what happens.”

His harder-line position is that eBay’s owners would ultimately decide between the incumbent management team and his proposal if a consensual process did not occur. Cohen contrasted his own stated $500 million commitment with an eBay executive whom he said earns $30 million annually and has not bought stock in the open market. He urged Ludlow to say which side viewers should regard as more competent and aligned with shareholders. Ludlow declined to offer an opinion.

Cohen said he would bring a fuller plan directly to shareholders rather than unveil it through a television interview. He gave no timetable, though he said the plan would be made public “in due course” and again referred to inbound interest from outside parties.

He also declined to forecast the outcome of GameStop warrants that expire in October, saying he did not have a crystal ball. His response to shareholders seeking certainty was a statement of record and alignment: investors who joined him in Chewy and GameStop, he said, had done very well, and he is putting his own capital behind eBay.

The final answer on price remained noncommittal but persistent. Cohen would not “call [his] shots,” he said. “But we’re coming for eBay one way or another.”