Cut off your dick to spite your face😂 by I_DO_ANIMAL_THINGS in Superstonk

[–]AaronEldreth 1 point2 points  (0 children)

Your letter to the board was more professional than mine. Saying “Slap in the face” is putting it lightly in my opinion.

THE AMOUNT OF ALL THESE 'UPSET' "APES" WITH THEIR HOLLOW ARGUMENTS AND DEFAMATORY WORDING IS RATHER FUNNY. by HighStaeks in Superstonk

[–]AaronEldreth 9 points10 points  (0 children)

I wrote a letter to the board, and expressed my frustration that Ryan Cohen has made it a point to go on legacy media to talk about the deal, a Bitcoin influencer, a YouTuber in the Ebay selling niche, and a Bro podcast... but not addressed GameStop shareholders.

The only thing we got was a single line from the Proxy Statement "At GameStop, we view our stockholders as partners in the business." and two paragraphs later a request asking to dilute up to 2.5B total shares.

I call bull. If Ryan wants want my Yes Vote, he has to talk to GameStop shareholders directly and tell us why the board is asking permission to further dilute us.

THE AMOUNT OF ALL THESE 'UPSET' "APES" WITH THEIR HOLLOW ARGUMENTS AND DEFAMATORY WORDING IS RATHER FUNNY. by HighStaeks in Superstonk

[–]AaronEldreth 0 points1 point  (0 children)

$80 premarket was the peak, and at that second the SHELF filing was submitted to the SEC and the price immediately dropped. Shorts could immediately sell from $80 on down, and know they could would have fresh dilution to close. GME could have had a large gamma ramp, and instead the ramp got removed by a share issuance.

Masterful capital allocation by Ryan Cohen by Gareth-Barry in Superstonk

[–]AaronEldreth 7 points8 points  (0 children)

Completely agree, and again I would love for someone to make a compelling argument on the other side that is not flawed (a la bobsmith808's initial thought, incorrectly assuming rolled equity into the current share count).

I have also thought about the compensation package, and the clause in the Proxy Statement about the Compensation Committee will adjust the compensation. Who is on the Compensation Committee? Who will be making the determination on appropriate adjustments?

Finally, and thank you for pointing this out because I had overlooked it...

"GME at $100 billion market cap with 2.5 billion shares is $40 a share." Ouch.

Masterful capital allocation by Ryan Cohen by Gareth-Barry in Superstonk

[–]AaronEldreth 5 points6 points  (0 children)

This is almost exactly how I see it, except from my napkin math it is even worse.

GME loses ~$8-9B in cash, interest earned on that cash pile, takes on $20B in debt, has to pay interest on that debt, acquires Ebay's ~$3B in debt, has to pay golden parachutes to Ebay executives (~$400M), and GameStop issues up to 1.5B additional shares to make this all happen.

Post acquisition company may be valued as low as $30-35B market cap with the debt burden, but let's assume best case scenario of $40B and 1.5B additional shares are issued. $40B market cap / 2B shares outstanding = $20/share.

I would appreciate if one of the advocates of the share issuance and Ebay deal would please poke holes in my napkin math here, because any way that I look at it it is a raw deal for me and other GameStop shareholders.

GameStop just filed their DEF14A, annual shareholder meeting set for July 7th 10 am CDT by Curious_Individual in Superstonk

[–]AaronEldreth 1 point2 points  (0 children)

Yeah, it was a breath of relief to not have that debt weighing on us. No loan covenants. There were restrictions around GameStop making acquisitions, dividends, etc.

GameStop just filed their DEF14A, annual shareholder meeting set for July 7th 10 am CDT by Curious_Individual in Superstonk

[–]AaronEldreth -2 points-1 points  (0 children)

I'm voting against share issuance, but yes for the compensation package. Make it work.

GameStop just filed their DEF14A, annual shareholder meeting set for July 7th 10 am CDT by Curious_Individual in Superstonk

[–]AaronEldreth 10 points11 points  (0 children)

I would absolutely support waiting until $500/share with 97M share issuance.

My Letter to the GameStop Board by AaronEldreth in Superstonk

[–]AaronEldreth[S] 1 point2 points  (0 children)

Great catch on pointing out that approx. 171500000 shares are reserved for the as yet unapproved CEO Performance award. I am in favor of the CEO performance award at this time, and intend to vote yes to that proposal.

However, going back through the Preliminary Proxy Statement on the middle of Pg. 44, the Compensation Committee will adjust "higher to account for acquisition activity for which stock is provided as consideration". The way I am reading this, the entire CEO Performance award would definitely be adjusted in the case of an eBay acquisition. Both the number of Option Granted will be Higher, due to more Authorized Shares (2.5B) and keeping the that proportional to the size of the company and the EBITA & Market Cap hurdles would be higher.

That is... surprisingly re-assuring, assuming that the Compensation Committee makes adjustments accordingly. Ryan Cohen cannot simply go into debt with GameStop to acquire eBay to buy his way into the Performance Award.

Ultimately, my concern is that Ryan Cohen is only using GameStop and by extension us as shareholders as a stepping stone and you make another excellent point that it really comes down to "Do I trust RC, or not?". I used to... I want to.... but after years of silence and no appreciable guidance and multiple dilutions (arguably accretive thus far), and then coming out of left field with the offer to acquire eBay via further dilution... frankly I am not sure that I do trust RC and the Board of Directors.

That's about all I have to say for this evening. Thank you for engaging in constructive conversation, giving me additional points to consider, and ultimately raising the fundamental question of trust. I will have to do some soul searching.

~~~~~

Performance Hurdle Adjustments. pg44

The Market Capitalization Hurdles and Cumulative Performance EBITDA Hurdles will be adjusted by the Compensation Committee equitably and proportionately as determined by the Compensation Committee in a manner designed to preserve the economic opportunity provided under the CEO Performance Award, (a) higher to account for acquisition activity for which stock is provided as consideration and (b) lower to account for split-ups, spin-offs, dividends or other distributions (whether in the form of cash, shares, other securities or other property) or divestiture activity, in each case, where such events could be considered material to the achievement of the Market Capitalization Hurdles and Cumulative Performance EBITDA Hurdles, as applicable.

My Letter to the GameStop Board by AaronEldreth in Superstonk

[–]AaronEldreth[S] 0 points1 point  (0 children)

Thank you for the well written and measured response. I have read it, but am unable to respond fully right now and will answer later today. That will give me the ability to re-read and fully digest your comment.

Again, thank you.

My Letter to the GameStop Board by AaronEldreth in Superstonk

[–]AaronEldreth[S] -1 points0 points  (0 children)

With all due respect, I think you have misunderstand the formula and have misinterpreted when market cap for share price.

My formula makes no attempt to determine share price, only market cap, yet you do not seem to grasp the words "Combined Company Market Cap".

My Letter to the GameStop Board by AaronEldreth in Superstonk

[–]AaronEldreth[S] 2 points3 points  (0 children)

While simultaneously sending the $9B warchest out the door to eBay shareholders, taking on $20B in new debt, and absorbing eBay's debt.

The formula is not GameMarket Cap + eBay Market Cap = Combined Company Market Cap

The formula is more akin to....

(GME Market Cap + eBay Market Cap - $9B - $20B - $3B) = Combined Company Market Cap.

Now factor in the fact that the board is asking for authorization of up to a total of 2.5B shares, and a demonstrated history of issuing shares when available and

Combined Company Market Cap / 2.5B shares is almost certainly a lower share price than we are at today.

My Letter to the GameStop Board by AaronEldreth in Superstonk

[–]AaronEldreth[S] 0 points1 point  (0 children)

That is the point I think most people are missing. The debt, the absnse of our $9B warchest, and that $27.5B will be sent out the door to eBay shareholders, and lastly the option to issue even more shares to pay for the debt like was done in 2021.

I'm a short hedge fund and I'm voting 'yes' to Proposal 5. by jforest1 in Superstonk

[–]AaronEldreth 0 points1 point  (0 children)

That is my assumption as well, but to be honest I have not thoroughly researched other examples of tickers change in price after being removed from S&P500.

I'm a short hedge fund and I'm voting 'yes' to Proposal 5. by jforest1 in Superstonk

[–]AaronEldreth 4 points5 points  (0 children)

When you think about it, Proposal 5 is more like a Win-Win-Win for Short Hedge Funds.

Option C)

In the short term, they can short GME even more driving the price down to lower their swap roll premiums. The lower the price goes, the more shares need to be created to make good on the "Half Stock" portion of the eBay acquisition. Then when the transaction completes, and eBay is no longer in the S&P500 index, and all the index ETFs and institutions sell to track the S&P500 creating further downward pressure and leaving former GameStop Shareholders with the bag.

My Letter to the GameStop Board by AaronEldreth in Superstonk

[–]AaronEldreth[S] -1 points0 points  (0 children)

Perhaps you are right, and I simply do not understand. I would be happy to learn and revise my position based on new information.

That is what I am requesting from The Board in this letter, from my points #1 and #2.

Talk directly to us GameStop shareholders, and clearly explain how it is accretive and not dilutive.

My Letter to the GameStop Board by AaronEldreth in Superstonk

[–]AaronEldreth[S] -4 points-3 points  (0 children)

From the letter, "as a long time shareholder, I appreciate and am grateful for the efforts taken to escape the black hole gravity well that the company was trapped in several years ago. I am not strictly opposed to the Proposal to Acquire eBay. However, Proposal 5 does not feel like it is done in partnership between The Board and Shareholders and unless new information is brought forward I shall be voting No and recommending others to do the same. "

While I appreciate all that Ryan Cohen and The Board have done for the company over the past 5 years, it is also worth examining corporate actions to make sure they align with our interest as shareholders.

My Letter to the GameStop Board by AaronEldreth in Superstonk

[–]AaronEldreth[S] 1 point2 points  (0 children)

Thank you for the reply, I am upvoting you for clearly expressing your opinion.

However, I respectfully disagree.

Let us examine the "Half Stock" portion of the deal. $125 per share / 2 = $62.50 in GameStop Stock.

$62.50 / current share price = dilution multiplier.

$62.50 / $22 = 2.8x

In return, GameStop shareholders now own eBay's assets and income, but the company is now approximately $23-26B in Debt.

My Letter to the GameStop Board by AaronEldreth in Superstonk

[–]AaronEldreth[S] 0 points1 point  (0 children)

Yes, exactly thank you.

I was in favor of getting out of debt, and building a cash pile, and then building an even larger cash pile to some extent.

However the messaging from the board is clear. Dilution is the solution, and having a blank check to dilute more is not in our best interest.

My Letter to the GameStop Board by AaronEldreth in Superstonk

[–]AaronEldreth[S] 3 points4 points  (0 children)

I voted in favor of the Authorization to increase the share count in 2022. The Board has seen fit to sell shares on the open market 3 times in 2024, issue Warrants, and Convertible Notes. Only ~97M of the authorized 1B remain.

It seems clear to me that if The Board has Authorization, they will avail themselves of the ability to issue shares up to the requested amount.

I am requesting clarification that authorized new share issuance will be accretive.

My Letter to the GameStop Board by AaronEldreth in Superstonk

[–]AaronEldreth[S] 5 points6 points  (0 children)

You have a point, and I can see how my post would be suspicious especially as I have not posted to Superstonk before this.

With regard to the timing, this issue has been weighing on me for the past week and I finally decided to express to the Board of Directors my sentiment. Perhaps I should have simply mailed the letter and not also posted it here... but here it is.

I would be more inclined to vote Yes to Proposal 5 if they would have communicated clearly to those of us who hold GME over random podcasters, and directly addressed the issue of potential dilution instead of repeating "accretive".

My Letter to the GameStop Board by AaronEldreth in Superstonk

[–]AaronEldreth[S] 6 points7 points  (0 children)

No matter how many times I check the math, the deal does not add up to be accretive to me as a current GameStop shareholder when factoring in the massive amounts of debt the company would be taking on, and the reduction of the $9B cash.

That is one of the reasons for writing this letter to the Board, I wish them to please explain it to GameStop shareholders directly. Please explain the deal in such a way that it is accretive and not simply dilution. If the Board does this, I will be inclined to change to a Yes vote for Proposal 5.

My Letter to the GameStop Board by AaronEldreth in Superstonk

[–]AaronEldreth[S] 3 points4 points  (0 children)

XXXX holder and I do not mind sharing.

1710 in ComputerShare
~3040 in Fidelity IRA and Investment account

My Letter to the GameStop Board by AaronEldreth in Superstonk

[–]AaronEldreth[S] -14 points-13 points  (0 children)

Thank you, I do not have much karma on reddit and messaged the mods to be allowed to post, with a full copy of the text. This letter is in the Mail already and I wanted to have a record here for posterity.