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TD
Toronto Dominion Bank
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At Close
Jul 8, 2026 3:59:58 PM EDT
118.53USD-2.392%(-2.90)6,164,457
101.05Bid   137.20Ask   36.15Spread
Pre-market
Jul 8, 2026 8:16:30 AM EDT
120.36USD-0.880%(-1.07)200
After-hours
Jul 8, 2026 4:44:30 PM EDT
118.56USD+0.030%(+0.03)3,723,064
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TD Reddit Mentions
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We have sentiment values and mention counts going back to 2017. The complete data set is available via the API.
Take me to the API
TD Specific Mentions
As of Jul 8, 2026 5:04:20 PM EDT (1 min. ago)
Includes all comments and posts. Mentions per user per ticker capped at one per hour.
1 hr ago • u/cookiesandwich • r/Superstonk • let_me_introduce_you_to_100_cash_zero_stock • C
Oh, would you like me to wave my arms like a magician and pretend I know the source for another $34.5B in this theory/conjecture? Because to-date it's half cash and half stock, as per the website.
OP is supposing there are other financers, not TD's $20B, and not RC's $500M, that COULD makeup a 100% cash deal. You're the one saying that's a magical or otherwise impossible debt burden for a combined GME + EBAY (+ others?!? Who knows?!) entity to carry. What's your support for why that'll be ruinous?
sentiment -0.65
2 hr ago • u/Claviarm • r/fidelityinvestments • rant_phone_app_constantly_logging_me_out • C
Back when I was with TD Ameritrade (back before they were bought by Schwab), they let you set the logout timer up to 8 hours. It was so nice.
sentiment 0.59
6 hr ago • u/ExpensiveConcern7266 • r/phinvest • is_there_any_benefit_in_putting_my_ef_in_a_trad • C
BanKo is a Rural Bank and subsidiary of BPI.
I only keep some amount like small savings and TD with banks I have CC.
sentiment 0.36
8 hr ago • u/Spare_Quote1891 • r/phinvest • updated_maya_bank_personal_goal_savings_up_to_8 • C
Delikado pag sa wallet lang ang pera. Better sa savings, goal and TD. 
sentiment 0.44
10 hr ago • u/ekooz22 • r/Superstonk • 2026_shareholder_meeting_summary • C
The interest on the loan alone will be $1 billion a year. With the income and proposed cost cutting it would take gmebay 20 years to pay it off. Moody's already stated they will give it a junk rating due to the massive leverage. There's only two more, and TD Bank needs both of them to approve. Unless RC goes closer to 100% stock and dilute all 2.5 billion shares, the deal ironically dies the day it closes. It's telling that RC wouldnt take questions about this at the shareholders meeting, or gets all mad when interviewers try to understand this better. He did a great job gaslighting CNBC as the problem but it's a legitimate question that's never been answered. How does he ensure an investment grade rating when Moodys has already rejected it?
sentiment 0.10
11 hr ago • u/Sandrunner11 • r/investingforbeginners • where_to_put_40000 • C
Open an individual investment account with Fidelity, Charles Schwab or TD Ameritrade. Then put all the money in ticker symbols VOO (S&P ETF) or VTI (market ETF). Set dividends to reinvest.
sentiment 0.00
13 hr ago • u/phugar • r/Superstonk • let_me_introduce_you_to_100_cash_zero_stock • C
It's even dumber than that, because the TD highly confident statement contains clauses that it can only raise that cash if the credit rating of the combined entity hits a certain threshold, which wouldn't happen. The 20b is effectively a myth.
OP spent hours in Claude (obvious giveaway of the flowchart styles) without even verifying the terms of the TD piece.
sentiment 0.82
15 hr ago • u/SiriusPuzzleHead • r/phinvest • what_to_do_with_extra_money_from_loan • C
Ask the bank if they accept payment to the principal and have it recalculated. Check TD offers ng Metrobank and RCBC Hexagon.
sentiment 0.38
17 hr ago • u/whut-whut • r/gme_meltdown • ape_writes_brilliant_10000_word_essay_that_ends • C
The problem is that Ryan Cohen's offer isn't a premium value. Because Gamestop is smaller than eBay, the 'half stock' to eBay shareholders isn't giving them something new, it's selling eBay shareholders their own stock back to themselves but with a $20 billion loan from TD, and $17 billion more in debt from somewhere that Ryan Cohen hasn't figured out yet to close the deal.
sentiment -0.76
20 hr ago • u/DrewHoov • r/investing • need_help_deciding_an_investing_app • C
Fidelity rules. I tried Schwab & TD Ameritrade a few years back and found fidelity to be easiest, best app, etc. I use their recurring investments feature to buy etfs in various accounts. Nothing wrong with the first two brokers TBC.
sentiment 0.88
20 hr ago • u/rosquet • r/gme_meltdown • ape_writes_brilliant_10000_word_essay_that_ends • C
More than one ape has written that TD bank is going to "give" Cohen $20 billion.
sentiment 0.00
20 hr ago • u/InvincibleRoman • r/wallstreetbets • what_are_your_moves_tomorrow_july_8_2026 • C
well even a few years ago I had trouble getting TD Ameritrade to sell me more than 100 option contracts... and it was a 10-20k account.  
As soon as you buy a lot  the price really jumps...  and how do you even sell once you do own them??? 
sentiment -0.39
20 hr ago • u/Generic_1806 • r/Superstonk • let_me_introduce_you_to_100_cash_zero_stock • C
Flawed from the beginning with the funding. TD didn’t commit any money. The letter states they are confident that GME/RC could raise $20b based on provided documents. So he has probably already been fund raising for a while and reached what he believed was a good amount to start the process. That doesn’t mean TD wouldn’t buy in, but it also means RC has probably exhausted most of the people/companies he had to get to that initial $20b. Otherwise, why wouldn’t he just start with a full buy out?
sentiment 0.14
21 hr ago • u/JonBoy82 • r/Superstonk • let_me_introduce_you_to_100_cash_zero_stock • C
If this has any truth or sanity...these would be the Edgar filings to look out for.
|Filing (EDGAR)|Role|What it would signify|Status / availability|
|:-|:-|:-|:-|
|**Schedule 13D/A** (amendment) electing physical settlement of the Put/Call Pairs|Fuse|Converts \~39M shares of synthetic eBay exposure into actual voting stock — a "preparing to act" move, not just holding|Legally available now (post-June 3 HSR clearance); low-friction, could appear anytime|
|**8-K, Item 5.03** (charter amendment / Certificate of Designation)|Fuse|Creation of a new blank-check preferred series — the mechanism the all-cash theory needs to raise capital without a shareholder vote|Board can do privately; disclosure triggers when Cert. of Designation is filed with Delaware|
|**8-K, Item 1.01** (material definitive agreement)|Fuse → Blast|Entry into a binding agreement — could be the TD financing upgraded from non-binding to binding, or a definitive merger agreement|Watch for; not yet filed|
|**Form D** (Reg D private placement)|Fuse|Private placement was actually *funded* — the "first sale" occurred; must file within 15 days of first sale|Would confirm outside capital committed; not yet seen|
|**Schedule TO** (tender offer)|**THE BOMB**|A live, binding tender offer made directly to eBay shareholders over the board's head — converts "pursuing" into a real offer|The single most important filing; not filed|
|**8-K attaching definitive merger agreement**|Blast|eBay and GameStop actually signed — the deal exists as a binding contract|Requires eBay board engagement, which hasn't happened|
|**New HSR filing** (all-cash 100% acquisition)|Supporting|Antitrust clearance for the full acquisition (distinct from the derivative-settlement clearance)|HSR filings aren't public on EDGAR; surfaces indirectly via deal docs' waiting-period references|
sentiment 0.92
22 hr ago • u/greencandlevandal • r/Superstonk • let_me_introduce_you_to_100_cash_zero_stock • 🤔 Speculation / Opinion • B
Hey Apes!
In this post I'm going to go over how GameStop can acquire eBay if they changed their offer to 100% cash, with no stock consideration at all.
Notably, there's a path to doing this where all the work behind the scenes becomes public at the same time, essentially once the Tender Offer is ready to be made public.
We'll call this Disclosure Day or Announcement Day.
Let's get into it.
**Contents**
I. Background
II. Hurdles
III. Vehicles
IV. Pre-Announcement Day
V. Announcement Day
VI. The Merger Itself
Sections 1-3 mostly serve as an introduction.
The main post will be Sections 4-6.
https://preview.redd.it/zrhwmxrzxubh1.png?width=1411&format=png&auto=webp&s=6a2d924603cb80b85d6e94c42e640fa5aa79e78b
# I. Background
Back in March I made a post about how GameStop could become the next Berkshire Hathaway.
All that we knew back then was that GameStop had posted $700M in collateral for certain derivative transactions.
There's been some major developments since then, the most notable being that we found out Ryan's target is eBay.
This isn't exactly how you become Berkshire 2.0. If you want to know why then give my series a read (linked below).
>*The main reason why buying eBay isn't how you become Berkshire 2.0 has to do with the sequencing of acquisitions. Berkshire Hathaway first bought insurance companies to build up an insurance float. They then used that float to invest in businesses like eBay. Buffet and Munger didn't just go out and buy Coca Cola. First they bought insurance companies to generate an investible float,* ***then*** *they used that float to invest in companies like eBay. In other words, they primarily used cash that their insurance companies generated to fund investments, not cash from debt issuance or dilution.*
[If GameStop Wants to Become Berkshire Hathaway - Part 1](https://www.reddit.com/r/Superstonk/comments/1s1r5ll/if_gamestop_wants_to_become_berkshire_hathaway/?utm_source=share&utm_medium=web3x&utm_name=web3xcss&utm_term=1&utm_content=share_button)
[If GameStop Wants to Become Berkshire Hathaway - Part 2](https://www.reddit.com/r/Superstonk/comments/1s1rbi6/if_gamestop_wants_to_become_berkshire_hathaway/?utm_source=share&utm_medium=web3x&utm_name=web3xcss&utm_term=1&utm_content=share_button)
But regardless, Ryan has made it clear that he wants eBay. Could this be a Kansas City Shuffle? Maybe, but I tend to believe him.
In Part 3 of that series I went into different financing methods to fund a future acquisition.
The below exert is taken from that post:
https://preview.redd.it/s6wvgud25tbh1.png?width=1303&format=png&auto=webp&s=6eee3cdd398456365feb0b971423872e639e7da9
>*If you want to read more of Part 3, which covers acquisition financing, then I included the link below. The whole post has some good information in it, but if you wanted to see where I went over holding companies, then scroll down to Chapter VIII:*
[If GameStop Wants to Become Berkshire Hathaway - Part 3](https://www.reddit.com/r/Superstonk/s/pkOvND6FA6)
I want you to ignore Palomar and Kinsale in the above graphic. These two insurance companies were two of my primary targets, along with Skyward and Radian, for Ryan to look at if he wanted to mimic the early years of Berkshire in the 70's and 80's.
But what I want you to understand is the current structure of GameStop because I'm going to revise this graphic later to show you how it would look with eBay.
But first, let me show you how we get there so that the updated graphic makes sense.
And lastly, before we get into the post, I want to give a shoutout to kevonicuss for his two posts where he touched on this.
["I'm putting 500 million of my own money into this transaction." The SPV transaction](https://www.reddit.com/r/Superstonk/s/27yyY6RUWI)
[Teddy will be the SPV.](https://www.reddit.com/r/Superstonk/s/KFp8oMKbGw)
The first post is spot on.
The second one I believe he's onto something, but Teddy won't be the financing vehicle, it'll be the Merger Sub (more on this below).
# II. Hurdles
I believe Ryan's goal is to announce a Tender Offer once everything has been lined up behind the scenes and is ready to go.
He wants speed and surprise. And to do that, he needs to structure it in a way that avoids disclosures and delays.
The first offer on May 4th, and the two months afterwards, was just the opening scene.
This next part will be the main event.
I believe Ryan will structure this deal so that it avoids regulatory review, regulatory approval, shareholder votes/approval, and most importantly, delays and added time.
Once "Announcement Day" hits, all of the work will already be done and I expect everything to move quickly (within 15 days).
**Hurdles/Steps:**
1. NYSE Rule 312.03
2. CFIUS Mandatory Review
3. HSR Act
4. Certificate of Designation
5. Regulation D Private Placement
6. Related-Party Transaction Approval
7. Schedule 13D/A and Schedule TO
The above hurdles can turn an offer into a long, drawn out process.
>*For example, if outside investors were to replace the 50% stock component of the deal with cash, then those investors would need to be compensated. If they were to be compensated by receiving shares, or bonds/warrants that convert into shares, and those shares amounted to 20% or more of GameStop's total shares outstanding, then that would require shareholder approval. A vote would add on an additional 60-120 days to the process. This is Rule 312.03. And if you need to raise $27.75B in cash, then that would mean that the investors would have to be compensated with well over 20% of GameStop's total shares outstanding (since GameStop's market cap is much lower than $27.75B). So, how do you compensate your investors another way and avoid this 60-120 day delay?*
The reason why the convertible bonds in 2025 didn't trigger Rule 312.03 is because the funds that were raised weren't raised for an acquisition. They were for general corporate financing.
However, this $27.75B raise would replace the 50% stock component of the eBay offer, which means that it would be meant for an acquisition. That detail is what triggers Rule 312.03.
This is just one hurdle that I believe Ryan wants to avoid in order to expedite this process.
We'll cover the rest of the hurdles in Sections 4 and 5.
# III. Vehicles
I'm about to take you through how GameStop can structure this deal so that it's efficient, quick, and a surprise.
But first I want you to know the two vehicles that GameStop will need in order to make it happen.
1. Merger Sub
2. Financing Vehicle
**Merger Sub**
A merger sub is a temporary, wholly-owned shell corporation that an acquirer creates just to handle the merger.
It never operates a real business. It's sole purpose is to facilitate the transaction by merging with the company to be acquired.
This is how it works:
GameStop creates and owns this shell corporation. It's now a wholly-owned Delaware subsidiary of GameStop's.
When the offer is accepted, eBay merges with this shell corporation and then replaces it.
eBay then becomes the surviving legal entity.
Why would GameStop bother with creating this shell instead of merging with eBay directly?
That's actually a very important detail.
It's because this method preserves eBay's existing contracts, licenses, employment agreements, subsidiary structures, and litigation history.
>*A forward merger would trigger change-of-control clauses in eBay's existing vendor/partner contracts, and a reverse merger would result in GameStop ceasing to exist, which Ryan explicitly said wouldn't be the case.*
If eBay merged directly with GameStop then eBay would cease to exist. But by merging with the shell corporation and replacing it as the surviving entity, everything stays in tact.
It also insulates GameStop's assets.
**Financing Vehicle**
The financing vehicle will be a separately owned, private vehicle that the investors will buy into via membership interests.
This is a private placement and would trigger Regulation D Rules 506(b) and/or 506(c).
When this vehicle is ready to be funded, membership interests will be sold to the investors, which will trigger a Form D filing.
That's why the pre-announcement period is so important. This is when most of the work gets done and sorted.
Everything is being created behind the scenes. But, it'll only be executed and become public once Ryan's ready to make his Tender Offer.
That's when you'll see the Form D filing, along with a bunch of other documents that we'll go over below.
Everything will be presented on the same day.
**Where I differ from kevonicuss is that I believe Teddy Holdings LLC will be the Merger Sub, not the Financing Vehicle, and I'll go over why later in the post.**
The resulting structure will look something like this:
https://preview.redd.it/65u7d06krtbh1.png?width=1657&format=png&auto=webp&s=bb18f792aae1bbcc315ca1c425baa5f53f0a6842
>*Keep in mind that GameStop Corp. is the actual name of the parent company that sits upstream from GameStop Inc.. I changed the name of it just in case Ryan wanted it to reflect a proper holding company since both GameStop and eBay would end up sitting below it.*
In the above diagram, the Merger Sub is Teddy Holdings LLC and the financing vehicle is NewCo Financing LLC.
You need two separate entities because each has a different purpose.
Notice how only Teddy Holdings LLC sits below GameStop Corp, and the Financing vehicle, Newco Financing LLC, sits besides GameStop Corp.
Once eBay merges with Teddy Holdings LLC, it'll replace it as the surviving entity and sit below GameStop Corp alongside GameStop Inc.
Both will then be wholly-owned subsidiaries of GameStop Corp.
The Financing vehicle doesn't sit under GameStop Corp because it's sole purpose is to raise and distribute cash from outside investors.
In other words, the Financing vehicle has outside owners, not GameStop shareholders. It never touches or holds eBay stock.
The investors who fund the Financing vehicle will be compensated another way, which I'll cover later.
# IV. Pre-Announcement Day
https://preview.redd.it/ns7tjgbyrvbh1.png?width=1315&format=png&auto=webp&s=ef8743bc4cb6b71f58e6e9432e787d742c7e58da
This is where all the work is done behind the scenes in private.
This is the Preparation Phase.
Everything gets set up, created, arranged, and planned in private during this phase, without needing to make any public disclosures.
This can take 3-6 months in most cases, or be compressed into as little as 4 weeks.
I personally believe this has been planned for some time now, but hasn't been finalized until the past couple months.
**Step 1 - Find the Money**
Before Ryan does a bunch of leg work, he first needs to make sure that he can source the funds required to finance a deal like this. Otherwise there's no point in doing all this work.
He secured half the funds via GameStop's own balance sheet and TD's $20B commitment.
Next, he needs to secure the other half of the deal via a private placement.
>A private placement is a private offering to a small group of individuals or entities. It's not available to the public like an ATM is. Because of this, it falls under Regulation D. Which means that it avoids a registered public offering and the SEC review process.
Remember, we're replacing the stock component of this deal with cash to make it more attractive and credible for eBay shareholders.
That means that he needs to find accredited and/or institutional investors who will invest $27.75B in this deal.
* This group of investors can include up to 35 non-accredited investors and an unlimited number of accredited investors - Rule 506(b).
* Or the group can be made up entirely of accredited investors - Rule 506(c).
My bet is the group will be entirely made up of accredited investors.
It could be made up of:
* activist investors like Carl Icahn
* foreign investors or investment funds from the Middle East
* GameStop enthusiasts like Keith Gill
* investors who just do it for the meme like Elon Musk
* or investors who hate short sellers
I believe, like kevonicuss does, that Ryan's $500M investment will be included in this group of investors.
Who knows who else will make up this investment group. There's a lot of superheroes in the universe.
Either way, a Form D will need to be filed once the Financing Vehicle gets funded by the investors (this is Step 5 under Hurdles).
Because of that, once you have the financing arranged, you'll want to wait to fund the Financing vehicle.
An early Form D filing would ruin the element of surprise.
Instead, you want to file everything together at the same time.
So, you move on to Step 2 and hold off on funding NewCo until you're ready to present the Tender Offer.
>*Remember, I called the financing vehicle "NewCo Financing LLC" for the purposes of this post.*
**Step 2 - Set up the Merger Sub and Financing Vehicles**
Now that Ryan knows he has the money, GameStop needs to go and set up the Merger Sub and Financing vehicles that will be used to facilitate the merger and transaction.
>*I'll be honest, I always believed that there was something there when it came to Teddy, but I never gave it true consideration because it was considered "tinfoil". I researched it when I was working on my Berkshire 2.0 series but I purposely left it out of Chapter 8 ("VIII. HoldCo") because I wanted to keep that series professional and not speculative. However, after it was discovered that* [*Teddy.com*](http://Teddy.com) *redirects to* [*gamestop.com*](http://gamestop.com)*, I decided that I couldn't ignore it anymore.*
Let's assume that Teddy Holdings LLC and [Teddy.com](http://Teddy.com) are the same thing. And both are owned entirely by Ryan Cohen, RC Ventures, or some entity set up by Ryan.
Instead of creating a new Delaware corporation, Ryan can use his already existing Teddy Holdings LLC as the Merger Sub to merge with eBay.
Delaware law permits an LLC to directly merge with a corporation under DGCL §264 and 6 Del. C. §18-209. So using an LLC as a vehicle isn't an obstacle.
However, the private ownership of Teddy Holdings LLC is.
That's because if eBay merges with Teddy Holdings LLC, and Ryan is the sole owner of Teddy Holdings LLC, then Ryan owns eBay, not GameStop.
In order to avoid this, Ryan will execute a Contribution Agreement or an Assignment of Membership Interest. This will transfer 100% of his membership interest in Teddy Holdings LLC to GameStop Corp.
He'll transfer his ownership over to GameStop for free since there's much less legal scrutiny when a related-party transaction doesn't extract any value from the other side.
This transfer can be done in private, with no regulator, exchange, filing, or shareholder vote needed.
Ownership transfers of LLC's aren't tracked. So, this could've already taken place.
As I stated above, I believe Teddy Holdings LLC will be the Merger Sub and not the Financing vehicle.
The reason I believe that is because of the trademarks:
https://preview.redd.it/ei9vgvu6dubh1.jpg?width=1125&format=pjpg&auto=webp&s=a2fb682432e169e335fa239bb5fa165a74e4d17e
>*"Mark For: TEDDY.COMâ„¢ trademark registration is intended to cover the category of provision of an online marketplace for buyers and sellers of goods and services."*
These trademarks are filed under International Class 035 and features the same description that online marketplace and retail-store services get filed under.
This is the same exact class that eBay, Amazon, and Etsy all use for their marketplace services.
https://preview.redd.it/gjg3551xdubh1.png?width=1083&format=png&auto=webp&s=db1abe7dcd3e8062a2539af847b3c5ab88ec3479
The filing also shows "Yes" under "Intent to Use" and "No" under "Current Use".
That means that these trademarks are not currently in use but are intended to be at some point in the future.
In other words, [Teddy.com](http://Teddy.com) is currently not operating as a marketplace business today, but it's reserved the name to be used for a future launch.
And most recently, [Teddy.com](http://Teddy.com) has redirected to [GameStop.com](http://GameStop.com)
* March 2nd - Trademark application for an online marketplace filed with intent to use
* June 28th - Application moves through processing and a Non-Final Action issued
* July 1st - [Teddy.com](http://Teddy.com) now redirects to [GameStop.com](http://GameStop.com)
You wouldn't do this if Teddy was meant to just be the Financing vehicle. There would be no point.
You'd only do this if Teddy was meant to be the Merger Sub.
That's because when eBay merges with Teddy, these assets will automatically transfer to the surviving entity.
1. Teddy merges with eBay
2. eBay survives and replaces Teddy
3. Teddy's assets automatically transfer to eBay
When this happens, GameStop Corp, or Cohen Capital Group, will now be the true owners of these trademarks and the [Teddy.com](http://Teddy.com) domain.
They can then use those trademarks and domain to set up a newly branded marketplace.
* Maybe they rebrand eBay as [Teddy.com](http://Teddy.com)
* Maybe they make [Teddy.com](http://Teddy.com) an exclusive marketplace for collectibles
* Maybe they make [Teddy.com](http://Teddy.com) an exclusive marketplace for digital assets
So, now that we know that Teddy will be the Merger Sub that eBay merges with, we just need to set up the Financing vehicle.
For this, a new Delaware-based entity gets created that serves exclusively as the capital-raising vehicle.
Since this is a separately owned, private financing vehicle that's positioned next to GameStop Corp and not below it, this doesn't need to be set up by GameStop at all. It can be set up by the investors.
This is easy and only takes 1-3 days.
But remember, we're not funding the vehicle yet, because that would be considered the "first sale" and trigger a Form D disclosure requirement. From there, you'd be required to file the Form D within 15 days.
So, we set up both of these vehicles and then leave them until Announcement Day where the Tender Offer gets presented.
**Step 3 - Negotiate and Structure Terms with Investors**
Now that the capital has been secured, and the Merger Sub and Financing vehicles have been set up, Ryan can negotiate terms with the investors.
This is crucial because this is where the structure matters greatly if you want to avoid disclosures, shareholder votes, and regulatory reviews.
The two biggest hurdles that I believe Ryan would want to avoid here are:
1. NYSE Rule 312.03
2. CFIUS Mandatory Review
We covered Rule 312.03 above but I'll touch on it again.
>This rule requires shareholder approval before a company can issue common stock in a non-public offering, or securities convertible into common stock, equal to 20% or more of the shares outstanding in order to fund an acquisition.
So, if you have 500M shares outstanding, and you wanted to issue new shares in order to fund an acquisition, then you'd only be able to issue 99,999,999 shares before requiring shareholder approval.
And since GameStop needs to raise $27.75B, it would be impossible to not exceed this 20% threshold.
>*Note: This is for a non-public offering since it's meant to compensate the investors who fund the private Financing vehicle. A public offering would be like the ATM's that we had in 2024, which don't require a vote.*
So, how do we get around this rule and avoid the extra 60-120 day delay that a shareholder vote would require?
* Non-Convertible Preferred Stock
* Non-Convertible Bonds/Notes
Both of these options would avoid a shareholder vote since neither converts to common shares. So, they avoid the 20% threshold.
* Preferred Stock sits as equity on the balance sheet
* Bonds/Notes sit as debt on the balance sheet
In my opinion, non-convertible preferred stock is the better option here since it looks better on the balance sheet and is better for credit rating purposes.
Piling $27.75B of debt on top of the $20B debt facility from TD would push leverage to a level that would raise some eyebrows at the rating agencies.
And here's the best part:
GameStop's Charter already authorizes 5M shares of **blank-check** preferred stock. This was designed exactly for a situation like this.
>*These shares are issuable in one or more series, with the board authorized to fix the dividend rights, voting rights, conversion rights, redemption terms, and liquidation preferences for any series without needing shareholder approval or a charter amendment.*
What this means is that the Board can authorize something like "Series B Preferred Stock" with whatever terms are negotiated between Ryan and the outside investors.
This is done via a board resolution and a Certificate of Designation filed with Delaware. It doesn't require a shareholder vote.
This is exactly what Berkshire used with GE and Goldman!
Now, according to the 2005 Rights Agreement, 500,000 of those 5M shares are reserved as "Series A Junior Participating Preferred Stock". So, only 4.5M are actually available.
Whether the 4.5M shares are enough for a $27.75B capital raise depends entirely on the par/stated value that the board assigns to each share when they create the new series.
Private, non-publicly-traded institutional preferred shares routinely carry much higher face values because there's no retail liquidity concerns to worry about.
So face values of $10,000, $25,000, or even $100,000 per share are common.
In this case, if the board assigned a value of $10,000 per share, then they'd need to issue 2,775,000 non-convertible preferred shares to raise the $27.75B.
Depending on the negotiations, investors can make money on these in several ways:
* Fixed Dividend Yield: This could be 6-10% annually on the stated value paid out regularly, similar to a bond coupon
* Redemption Premium: GameStop can agree to redeem these shares at a price above their original stated value (after the lock-out period expires). This is what Berkshire negotiated with Goldman and GE.
* Attach Warrants: This is known as an equity kicker and is separate from the preferred shares. This gives the investors equity-style upside without making the preferred shares convertible.
The most important caveat with the warrants is that you need to keep it under the 20% threshold. So you need to size/cap it correctly to avoid the shareholder vote.
Now let's talk about the CFIUS Mandatory Review.
CFIUS exists to review foreign investments for national security risks.
>If a foreign national, government, or any entity organized under foreign law obtains a *covered* interest in a US business, public or private, then they fall under CFIUS jurisdiction.
CFIUS review will add 45-120 days to the process.
This can be avoided though.
A "covered transaction" is one that involves governance rights, board seats, or sensitive personal data.
Since the target, eBay, handles sensitive personal data of US citizens, this would apply.
But remember, this only applies if one of the investors in the Financing vehicle is foreign.
So, if there was a Saudi-linked investment, then the terms would need to be structured in a way that avoids this CFIUS review.
That can be done by not including:
* Board seats or board observer rights
* Any involvement in decision making regarding personal data, technology, or critical infrastructure
* Voting power of 25% or more in the Financing vehicle
In other words, the foreign interests and terms need to be strictly economic and passive - no voting rights, no board seats, no information rights, and no involvement in eBay's data.
If there's no foreign investment in the Financing vehicle then you can avoid CFIUS entirely.
Once the term sheets have been negotiated between GameStop and the investors, we can move on to Step 4.
**Step 4 - Authorize a New Preferred Series**
Now that terms have been negotiated, the board will adopt a resolution that creates a new series of preferred.
It'll draw them from GameStop's existing 4.5M blank-check preferred share authorization.
The terms will be set according to what resulted from the negotiations:
* Dividend Yield
* Redemption Premium
* Warrants (NYSE Rule 302.03 - 20% cap)
* No Board Seats
* No/Capped Voting Rights
* No Information Rights
This resolution can be passed by the board privately.
Disclosure only triggers once the Certificate of Designation is filed with Delaware, which they'll hold off on until Announcement Day.
**Step 5 - Draft the Securities Purchase Agreement and Subscription Agreements**
The Subscription Agreements document each investors cash commitment in exchange for membership interests in the Financing Vehicle.
and
The Securities Purchase Agreement documents the exchange of GameStop preferred stock in exchange for the financing vehicles cash.
In Section 6 I'll get into how this actually gets executed on announcement day.
# V. Announcement Day
Or should I say Execution Day.
This is when everything that was prepared during the Pre-Announcement Period becomes public:
* Funds sourced and secured
* Teddy Holdings LLC contributed to GameStop as the Merger Sub
* Financing Vehicle created
* Investor term sheet negotiated
* New preferred series authorized
* The Subscription and Securities Purchase Agreements executed
We find out about all of this at the same time.
During Announcement Day:
* The Subscription Agreement executes which triggers the "first sale" date. You have up to 15 days after this to file a Form D.
* The Securities Purchase Agreement executes. This will trigger Item 1.01 from Form 8-K, "Entry into a Material Definitive Agreement".
* The Certificate of Designation is filed with Delaware. This creates the new preferred series and triggers a Form 8-K.
* The TD financing commitment letter is confirmed/updated, signed, and disclosed. This also will trigger another Item 1.01 from Form 8-K.
* A Tender Offer reflecting 100% cash is made triggering a Schedule TO.
* A Schedule 13D/A is filed detailing any changes to their plan. For example, an election to have your derivatives go from cash-settled to stock-settled.
* Issue a Press Release
GameStop shareholders and eBay will then see everything that's taken place behind the scenes over the past several months.
This will be like a bomb dropping. A disclosure bomb.
The offer in May was never the real offer. It was the opening act.
No one ever accepts the first offer.
After Announcement Day GameStop has 15 days to file Form D.
Also, the June 3rd HSR clearance allows GameStop to physically settle their derivatives into actual shares.
A new Tender Offer to acquire 100% of eBay would require a new HSR filing.
The good news is that an all-cash Tender Offer comes with an expedited waiting period of 15 days, not 30 days.
That's why this method is amazing. Once you make it all public, you only need to wait 15 days.
There's no shareholder vote, no regulatory review, nothing.
Replacing half stock with committed cash from institutional and/or foreign backers removes the single biggest objection that there is - how does a company the size of GameStop pull off buying a company the size of eBay.
eBay will no longer be able to say that the offer isn't credible.
It also makes the "dilution" argument crumble.
Removing a massive public share issuance from the equation means you're removing a huge source of future selling pressure.
And non-convertible preferred shares don't show up in any per-share dilution metrics like Diluted EPS.
Beyond 15 days it's out of GameStop's control.
We'll see what happens.
# VI. The Merger Itself
This is how the money would flow:
1. Outside Investors fund the finance vehicle, NewCo Financing LLC, once the subscription agreement executes. They're fully committed and wire in their funds. This includes Ryan's personal investment of $500M.
2. NewCo Financing LLC then takes all that cash and uses it to buy GameStop's newly created preferred stock (plus any warrants if applicable). GameStop receives the cash and NewCo Financing receives the preferred stock/warrants on its balance sheet. The outside investors hold membership interests in NewCo.
3. GameStop takes the cash that it received from NewCo and combines it with TD's $20B and their own $9B from their balance sheet. They then use those pooled funds to fund Teddy Holdings LLC, the Merger Sub.
4. Teddy Holdings LLC then uses those funds to pay eBay shareholders once the merger closes. Teddy Holdings LLC then merges with eBay.
5. eBay survives the merger as the surviving legal entity, which means they retain their name, identity, and branding. eBay then receives all of Teddy's assets, including all their trademarks and the [Teddy.com](http://Teddy.com) domain. Teddy's assets can be used for a full rebranding of eBay or for a separate purpose, like a dedicated collectibles or digital asset marketplace.
At the end of this eBay will sit below GameStop Corp, or Cohen's Capital Group, right next to GameStop Inc. as a wholly owned subsidiary of GameStop shareholders.
https://preview.redd.it/omn5chjdlvbh1.png?width=1570&format=png&auto=webp&s=acb671b76441e605d4e3ad65fa3020919918f0bb
sentiment 1.00
23 hr ago • u/BlackGreenEnergy • r/Superstonk • share_authorization_passes_now_at_25b_shares • C
Next up, Letter of Intent from TD Securities?
sentiment 0.30
24 hr ago • u/ekooz22 • r/Superstonk • 2026_shareholder_meeting_summary • C
$20 billion of debt by definition negates the possibility because it is an automatic junk rating. Since day 1 RC unfortunately caught himself in a catch-22. TD will lend the money if they maintain their credit rating, but they cant maintain their credit rating taking on that kind of debt.
People are misunderstanding the letter to mean they are highly confident theyll lend the money. That's not what a letter of confidence means. TD Securities is effectively saying, "We have looked at the markets, and we believe we can successfully arrange and sell $20 billion worth of debt to fund GameStop's acquisition when the time comes IF they get an investment grading.
It's the last 6 words everybody leaves out.
sentiment 0.83
1 day ago • u/Mysterious_Might008 • r/investing • are_fidelity_and_schwab_literally_free_to_trade_on • C
I was trading at $7/trade with Scottrade (before they got bought by TD Ameritrade, who then got bought by Schwab).
sentiment 0.00
1 day ago • u/ohz0pants • r/Superstonk • 2026_shareholder_meeting_summary • C
> Read the TD letter more carefully, It is not saying they assume the post acquisition company will have investment grade credit rating.
THAT IS LITERALLY WHAT IT SAYS:
> TD Securities’ expression of confidence assumes, amongst other things, as determined in TD Securities’ sole discretion: (i) expected investment grade corporate credit ratings or investment grade unsecured public debt ratings from at least two of S&P, Moody’s or Fitch pro forma for the Transaction;
sentiment 0.88
1 day ago • u/Over-Computer-6464 • r/Superstonk • 2026_shareholder_meeting_summary • C
Read the TD letter more carefully, It is not saying they assume the post acquisition company will have investment grade credit rating.
They say the their "expression of confidence" depends upon or is contingent upon or assumes several items will be true. They then list the items that must be true for them to be confident.
I pasted the entire paragraph below. The items that must happen for the HCL to be in effect are
(i) expected investment grade corporate credit ratings or investment grade unsecured public debt ratings from at least two of S&P, Moody’s or Fitch pro forma for the Transaction;
(ii) satisfactory completion of our due diligence of the Target;
(iii) receipt of satisfactory financial projections prepared by the Company;
(iv) the accuracy and completeness of all information, whether oral or written, provided by the Company and/or the Target to TD Securities;
(v) negotiation, execution and delivery of satisfactory definitive documentation for the Transaction and satisfactory completion of all conditions precedent therein;
(vi) receipt of all necessary governmental approvals;
(vii) the absence of any material adverse change in the business, condition (financial or otherwise), liabilities, operations, assets or prospects of the Company and/or the Target;
(viii) satisfactory completion of all required AML and KYC requirements of the Company and/or the Target
and (ix) the absence of any material adverse change in the banking, financial or capital markets conditions generally or in the market for debt financing for borrowers similar to the Company and/or the Target.
≠======≠=======================================
TD Securities’ expression of confidence assumes, amongst other things, as determined in TD Securities’ sole discretion: (i) expected investment grade corporate credit ratings or investment grade unsecured public debt ratings from at least two of S&P, Moody’s or Fitch pro forma for the Transaction; (ii) satisfactory completion of our due diligence of the Target; (iii) receipt of satisfactory financial projections prepared by the Company; (iv) the accuracy and completeness of all information, whether oral or written, provided by the Company and/or the Target to TD Securities; (v) negotiation, execution and delivery of satisfactory definitive documentation for the Transaction and satisfactory completion of all conditions precedent therein; (vi) receipt of all necessary governmental approvals; (vii) the absence of any material adverse change in the business, condition (financial or otherwise), liabilities, operations, assets or prospects of the Company and/or the Target; (viii) satisfactory completion of all required AML and KYC requirements of the Company and/or the Target and (ix) the absence of any material adverse change in the banking, financial or capital markets conditions generally or in the market for debt financing for borrowers similar to the Company and/or the Target.
sentiment 0.99


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