TD
Toronto Dominion Bank
stock NYSE

​
Paul Branham
@BoilerPaulie
Allow me to translate this letter from eBay for those who don’t speak legalese: Ryan, We got your unsolicited offer to buy eBay for $125/share (half cash, half stock) supported by your 5% economic interest in eBay. Our board, backed by the usual crew of bankers and lawyers who get paid either way, “thoroughly reviewed” it. We’re rejecting it. Not because the math doesn’t work. Not because the highly confident letter from TD Securities for up to $20B on top of your $9B+ cash pile is fake. None of that. We’re rejecting it because your entire approach to running a company is an existential threat to how we like to operate here. Here are the reasons we feel this way, and the things we considered before paying consultants to write this: 1) We’d rather keep milking eBay as a “standalone” cash cow than let you turn it into something bigger and better. 2) Sure, you’ve got real financing lined up and you “know people” with deep pockets, but we’re going to call it “uncertain” anyway so we don’t have to engage. 3) Your plan would actually force real long-term growth and profitability changes we’d rather not be held accountable for. 4) The debt we pretended you can’t even obtain, the operational integration and focus on seller satisfaction, and most importantly, putting someone like you in charge of the combined entity all sound like a nightmare for our current leadership structure because all of us would have zero job security. 5) The valuation math only looks bad if you ignore the 46% premium you’re offering our shareholders and the upside from fixing eBay the way you fixed GameStop, which we are choosing to do and hoping nobody notices. 6) And I hope we buried the lede far enough here: Your governance and executive incentives are completely incompatible with ours. You and your board take zero cash, no salary, no bonuses, no golden parachutes. You buy shares with your own money and only get paid if shareholders win. We, on the other hand, like our nice, reliable annual payouts regardless of whether the stock is flat or the company is just coasting. We’re not about to hand over our golden goose to a guy who eats only what he kills. Look, eBay is “strong” and “resilient” in the way every entrenched public company says it is while handing out eight-figure checks and perks to the C-suite. We’ve done the usual incremental stuff: tweaked the marketplace a bit, returned some capital, and we’d like to keep doing that without any cowboy from GameStop coming in and demanding actual skin-in-the-game accountability. Can you just leave us alone? Our team remains focused on protecting the current regime and delivering “value”… mostly to ourselves and our consultants. Thanks, but no thanks, Paul S. PresslerChairman of the Board, eBay(And proud beneficiary of the status quo)

They couldn't even get TD to fully commit to $20B, now they're going to find a bank to commit to the full $55? Doubtful.

I’m as active as it gets. I’m a real person with all my shares DRS’d. I do not like this deal. And I think this is a circus.
I read the first 3 points of this tweet. But cmon. The first point. Cohen has NOT made GameStop bigger. Retail shareholders from DFV got hundreds of millions of GME debt wiped away from the balance sheet. From there we trimmed fat to squeak by with marginal operational profitability. None of which would be possible without the elimination of debt to begin with.
The 2nd point about financing and uncertainty. We don’t have a “commitment” from TD bank. It’s a confident letter. There is a big difference in meanings in the financial world. Some of eBay’s uncertainty could also come from the shenanigans of towel. Which many here pretend didn’t happen.

The 3rd point of real long term growth. eBay was already at near all time highs before GameStop bought a share.

> Not because the math doesn’t work
*citation needed*
> We’d rather continue milking it as a standalone rather than have you turn it something bigger and better
eBay is at ATHs and has demonstrated improvements in EPS. GME revenue has consistently declined and has the following major growth stories under Cohen: milking apes.
That’s it. Cohen hasn’t grown anything else material to the company. Nothing.
> Sure, you’ve got real financing lined up….
I mean TD letter is caveated in multiple places. But sure go off king.
> Your plan would actually force real long-term growth and profitability….
eBay’s revenue increase 7% YoY between 2024 and 2025. GME’s declined 5%. Who is delivering growth?
eBay also returns cash to shareholders….. GME bilks theirs.
> ….because all of us would have zero job security
Puuuhhhhhlease every PubCo acquisition involves laying off the Board. They get a boatload of money and when they sell a company at a premium to its ATHs they get get another gig.
Stop pretending this board is barely clinging on to employability.
> The valuation only looks bad if you ignore the premium and fixing up eBay….
No one is ignoring the premium. It’s just that 50% of the offer is basically taking back the same company they just owned but now it has 20billion in debt. GME’s actual business is basically irrelevant to eBay.
Also again which of these companies is at their ATH with YoY revenue growth and which is GME?
> We, on the other hand, like our nice reliable payouts regardless of whether the stock is flat or the company is just coasting
Again let’s look at GME and their “not coasting” oh it means they haven’t added anything material to their business in years and their revenue keeps declining cool cool cool
I really hope this dude tries a hostile acquisition so it can be laughed off by everyone involved.

You realize they’re excuses (crying) when they keep saying: "*9B of cash*" instead of NET CASH in the offer.
>...TD Securities for up to $20B on top of your $9B+ cash pile is fake.
These people who "idolise RC" can be defined in 2 ways:
1. They are fools (possibility)
2. or really they dont have any knowledge about corporate financial accounting (*And RC takes advantage of this*)
Because only people who understand nothing about corporate finance can remain convinced that this was a "viable offer"

Allow me to translate this letter from eBay for those who don’t speak legalese:
Ryan,
We got your unsolicited offer to buy eBay for $125/share (half cash, half stock) supported by your 5% economic interest in eBay.
Our board, backed by the usual crew of bankers and lawyers who get paid either way, “thoroughly reviewed” it.
We’re rejecting it. Not because the math doesn’t work. Not because the highly confident letter from TD Securities for up to $20B on top of your $9B+ cash pile is fake. None of that.
We’re rejecting it because your entire approach to running a company is an existential threat to how we like to operate here.
Here are the reasons we feel this way, and the things we considered before paying consultants to write this:
1) We’d rather keep milking eBay as a “standalone” cash cow than let you turn it into something bigger and better.
2) Sure, you’ve got real financing lined up and you “know people” with deep pockets, but we’re going to call it “uncertain” anyway so we don’t have to engage.
3) Your plan would actually force real long-term growth and profitability changes we’d rather not be held accountable for.
4) The debt we pretended you can’t even obtain, the operational integration and focus on seller satisfaction, and most importantly, putting someone like you in charge of the combined entity all sound like a nightmare for our current leadership structure because all of us would have zero job security.
5) The valuation math only looks bad if you ignore the 46% premium you’re offering our shareholders and the upside from fixing eBay the way you fixed GameStop, which we are choosing to do and hoping nobody notices.
6) And I hope we buried the lede far enough here: Your governance and executive incentives are completely incompatible with ours. You and your board take zero cash, no salary, no bonuses, no golden parachutes. You buy shares with your own money and only get paid if shareholders win. We, on the other hand, like our nice, reliable annual payouts regardless of whether the stock is flat or the company is just coasting. We’re not about to hand over our golden goose to a guy who eats only what he kills.
Look, eBay is “strong” and “resilient” in the way every entrenched public company says it is while handing out eight-figure checks and perks to the C-suite. We’ve done the usual incremental stuff: tweaked the marketplace a bit, returned some capital, and we’d like to keep doing that without any cowboy from GameStop coming in and demanding actual skin-in-the-game accountability. Can you just leave us alone?
Our team remains focused on protecting the current regime and delivering “value”… mostly to ourselves and our consultants.
Thanks, but no thanks,
Paul S. PresslerChairman of the Board, eBay(And proud beneficiary of the status quo)

Planning to transfer TD TFSA mutual funds into TD Direct Investing.

sheeesh, that post is absolutely roasting the ebay board, love it
for anyone who doesn't want to open twitter:
> Allow me to translate this letter from eBay for those who don’t speak legalese:
>
> Ryan,
>
> We got your unsolicited offer to buy eBay for $125/share (half cash, half stock) supported by your 5% economic interest in eBay.
>
> Our board, backed by the usual crew of bankers and lawyers who get paid either way, “thoroughly reviewed” it.
>
> We’re rejecting it. Not because the math doesn’t work. Not because the highly confident letter from TD Securities for up to $20B on top of your $9B+ cash pile is fake. None of that.
>
> We’re rejecting it because your entire approach to running a company is an existential threat to how we like to operate here.
>
> Here are the reasons we feel this way, and the things we considered before paying consultants to write this:
>
> 1) We’d rather keep milking eBay as a “standalone” cash cow than let you turn it into something bigger and better.
>
> 2) Sure, you’ve got real financing lined up and you “know people” with deep pockets, but we’re going to call it “uncertain” anyway so we don’t have to engage.
>
> 3) Your plan would actually force real long-term growth and profitability changes we’d rather not be held accountable for.
>
> 4) The debt we pretended you can’t even obtain, the operational integration and focus on seller satisfaction, and most importantly, putting someone like you in charge of the combined entity all sound like a nightmare for our current leadership structure because all of us would have zero job security.
>
> 5) The valuation math only looks bad if you ignore the 46% premium you’re offering our shareholders and the upside from fixing eBay the way you fixed GameStop, which we are choosing to do and hoping nobody notices.
>
> 6) And I hope we buried the lede far enough here: Your governance and executive incentives are completely incompatible with ours. You and your board take zero cash, no salary, no bonuses, no golden parachutes. You buy shares with your own money and only get paid if shareholders win. We, on the other hand, like our nice, reliable annual payouts regardless of whether the stock is flat or the company is just coasting. We’re not about to hand over our golden goose to a guy who eats only what he kills.
>
> Look, eBay is “strong” and “resilient” in the way every entrenched public company says it is while handing out eight-figure checks and perks to the C-suite. We’ve done the usual incremental stuff: tweaked the marketplace a bit, returned some capital, and we’d like to keep doing that without any cowboy from GameStop coming in and demanding actual skin-in-the-game accountability. Can you just leave us alone?
>
> Our team remains focused on protecting the current regime and delivering “value”… mostly to ourselves and our consultants.
>
> Thanks, but no thanks,
>
> Paul S. Pressler Chairman of the Board, eBay (And proud beneficiary of the status quo)

It's simple. Take a $180B loan from TD. Use that to buy TD. Now that you own TD, forgive the loan you took.

AFAIK it's only a common feature at Morningstar and maybe some ETF websites. Apart from TD Ameritrade, I've never seen it at any other broker... Where is it common?

The deal was not offered. GameStop issued a non-binding proposal. It had and currently has a zero percent chance of going through.
Your point is “if this bad thing happened based on what I know now it would be bad.” TD financing is not even official; they have a “highly confident” letter of approval and there are no terms disclosed.
You are instilling fear.
You are uncertain.
You are doubtful.
Stop FUDing when you don’t know anything concrete about the actual deal which has never been formally proposed.

Depending on your plan, TD throttles concurrent workers to 4 on the basic plan. Premium plans are more. Depending on what you're downloading, it can overload it.

He’s trying to say that GME could acquire TD!? Pure insanity

>Our view is based on: (i) our internal financial analysis and assumptions surrounding the financing of the Transaction; (ii) our review of the various materials provided to us by you concerning the Target; (iii) current financial market conditions and (iv) the leadership of TD Securities over several years in successfully arranging financings for corporate clients.
Your 2nd point is incorrect based on the part above and #4 isn't mentioned to my knowledge (let me know if I missed something), but the others are correct.
In response:
\#1 - TD manages $1.3T, I don't think that money would be very hard for them to set aside.
\#3 - The credit ratings will be corporate grade, Im not particularly worried about that
\#4 - This just says that the letter itself is not a contract, it doesn't mention that no documents or contracts have been drafted

5% is just a generous estimate. Current prime rate (the rate reserved for the banks best customers, ie other banks) is 6.75%. They are not likely to even get 5%. They can control the board and set the dividend rate sure, but without owning 100% of the shares they cannot extract 100% of the earnings. There is simply not enough money being earned by eBay to service this imaginary debt. Add to that, TD has not loaned GME any money. They have simply given them a letter saying they are likely to find a lender for the deal. Cohen needs to go back to the drawing board. From the available public information we have, this deal isn't going to happen unless something material changes.

Yes, we also haven't voted for 2.5B shares yet but we are all talking about that too. It's just spinning the wheels to see what could be going on behind the scenes is it not?
I'd never have expected TD to back the initial proposal with $20B either.

You are referencing their dividend yield, first off. Second off, where are you getting the 5% from? Was it in the TD letter?
I am not saying they would set the rate that high, I am saying it’s up to the BoD to set the rate, whatever that is. If Gamestop owned more than half, they set the board, and therefore the rate.

It's a hard question to say but adding more shares regardless is bad for moass. IMO, 10 billy dawg do you really need to sell shares for ebay? I mean I get it, but why can't it be within the means of 10billy or the TD loan. Why do 50% stocks when you have 10 billy. I'm pretty sure they could buy an AI startup and that would cause moass.
In terms of gamestop, gamestop is preforming better but requires more work. An acquisition is the way. Ebay is a solid choice and probably worth the 50% stocks, but I don't want diltuoin. This is the same narrative msm is selling, "short term pain, long term gain" it's trash. You have 10 billion dollars and a good tda loan. That's good enough for me, acquire something with that; this is why Burry dipped out. RC and the internet knows that ebay's corporate influence is bad for ebay which is why insiders sell. Wouldn't this mean the price should significantly drop after some time? They capex is up, insiders selling for 5+ years, and Ebay has negative news related to it's employees. I also don't like how RC approached ebay as "The sellers are the customers. " So to me, RC would downscale Ebay, cut out all the extra bloat, and his targeted customers is the sellers, not the buyers. Of course this is will probably be explained if he pushes
Burry listed a fuct ton of stocks within gamestop's price range but for some reason got ignored and RC unfollowed Burry. I have to agree with Burry here. The play isn't bad, it's just that there's betters plays to be made.

I wonder if TD Securities is short on GME and RC has basically negotiated a way to get 20billion

Plan B (me), use the cash to buy a controlling stake. Current eBay market cap is $46B so *only* $23B needs to be used. Between TD and GME's cash that's not that bad.