eBay (Nasdaq: EBAY) rebuffs GameStop bid despite $20B debt letter
Rhea-AI Filing Summary
eBay Inc. filed a Form 8-K describing its response to an unsolicited, non-binding acquisition proposal from GameStop Corp. The Board of Directors, after a review with financial and legal advisors, determined to reject the proposal, calling it neither credible nor attractive.
The Board cited eBay’s standalone prospects, uncertainty around GameStop’s financing, potential leverage and operational risks of a combined company, leadership structure concerns, valuation implications, and GameStop’s governance and incentives. The filing also furnishes a TD Securities “highly confident” letter stating GameStop could potentially raise up to $20.0 billion of funded debt for a contemplated eBay transaction, and includes eBay’s press release outlining the Board’s decision.
Positive
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Negative
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Insights
eBay’s board firmly rejects GameStop’s unsolicited bid after questioning financing, risk, and governance.
The Form 8-K shows eBay’s Board unanimously pushing back on an unsolicited, non-binding acquisition proposal from GameStop. The Board emphasizes eBay’s standalone strategy and questions both the credibility and attractiveness of the offer, which is a strong public stance in a potential takeover context.
The attached TD Securities “highly confident” letter indicates GameStop could potentially raise up to $20.0 billion in funded debt, but it is expressly non‑binding and subject to numerous conditions, ratings, due diligence, and market stability. This underlines the Board’s concerns about financing certainty and leverage.
For investors, the disclosure clarifies that eBay intends to remain independent under its current management and strategy, focusing on sustainable growth and shareholder returns. Future company filings and communications would provide additional details if any revised proposals or strategic alternatives emerge beyond this rejected approach.
8-K Event Classification
Key Figures
Key Terms
unsolicited, non-binding acquisition proposal financial
highly confident letter financial
funded debt financial
gross merchandise volume financial
forward-looking statements financial
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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The information in Item 7.01 of this Current Report on Form 8-K (this “Current Report”), including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not to be incorporated by reference into any filing by eBay Inc. (the “Company” or “eBay”), under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language contained in such filing, unless otherwise expressly stated in such filing.
Item 7.01 Regulation FD Disclosure.
A copy of the highly confident letter from TD Securities (USA) LLC, dated May 1, 2026 (the “TD Letter”), that was included with the unsolicited, non-binding acquisition proposal from GameStop Corp. (“GameStop”), dated May 3, 2026, is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference. The TD Letter is being furnished as an exhibit to this Current Report as it was the only document that eBay received with GameStop’s acquisition proposal that GameStop omitted from its public disclosures.
Item 8.01 Other Events.
On May 12, 2026, the Company issued a press release disclosing the response of its Board of Directors to the unsolicited, non-binding acquisition proposal from GameStop. A copy of the Company’s press release is attached as Exhibit 99.2 to this Current Report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit Number |
Description | |
| 99.1 | Highly Confident Letter from TD Securities (USA) LLC, dated May 1, 2026 | |
| 99.2 | Press Release, dated May 12, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| eBay Inc. | ||
| (Registrant) | ||
| Date: May 12, 2026 | /s/ Samantha Wellington | |
| Name: Samantha Wellington | ||
| Title: Senior Vice President, Chief Legal Officer and Secretary | ||
Exhibit 99.1
May 1, 2026
TD Securities (USA) LLC
1 Vanderbilt Avenue
New York, NY 10017
PRIVATE AND CONFIDENTIAL
GameStop Corp.
625 Westport Parkway
Grapevine, TX 76051
Attn: Ryan Cohen, Chairman and Chief Executive Officer
Re: Project Sling
Dear Mr. Cohen:
GameStop Corp. (the “Company” or “you”) has previously discussed with TD Securities (USA) LLC (“TD Securities”, “we” or “us”) that it is currently contemplating the acquisition of or other business combination with eBay Inc. (the “Target”) (such contemplated transaction, the “Transaction”). In this regard, the Company has asked TD Securities to assess the availability of debt financing to fund a portion of the Transaction.
TD Securities is highly confident that funded debt of up to $20.0 billion could be raised by the Company in the bank and capital markets to support the effectuation of the Transaction. 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.
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.
Member of TD Bank Financial Group
This letter is not intended to be, and shall not constitute, a commitment or undertaking by TD Securities or any of its affiliates to underwrite, lend or arrange financing with respect to the Transaction or otherwise. Any commitment on the part of TD Securities or any of its affiliates to underwrite, lend or arrange financing must be evidenced in a separate writing and will be wholly contingent upon, among other things, satisfactory completion of due diligence, the securing of all necessary credit approvals and negotiation, execution and delivery of satisfactory definitive documentation for the financing, none of which has been completed or obtained at this time.
This letter shall not create any obligation of TD Securities (or any of its affiliates) or liability of TD Securities (or any of its affiliates) to the Company or any other person or entity (whether by contract, in tort, in equity or otherwise), including, but not limited to, any liability for special, indirect, consequential, exemplary or punitive damages. TD Securities does not assume responsibility for updating the information contained in this letter as of any date subsequent to the date of this letter, and assumes no responsibility for advising the Company or any other person or entity of any changes with respect to any matters described in this letter that may occur subsequent to the date of this letter.
This letter is delivered to you on the understanding that neither this letter nor its terms or substance shall be distributed or disclosed by you, directly or indirectly, to, or relied upon by, any other person except that you may disclose this letter (a) on a confidential basis to your affiliates and to your officers, directors, employees and advisors who are directly involved in the consideration of the Transaction; (b) on a confidential basis to the officers, directors, employees and advisors of the Target who are directly involved in the consideration of the Transaction; (c) as may be compelled or required in a judicial or administrative proceeding or as otherwise required by law (in which case you agree to inform us promptly in advance thereof) and (d) as TD Securities may otherwise consent in writing.
Very truly yours,
TD SECURITIES (USA) LLC
Per:
/s/ Larry Wieseneck
Larry Wieseneck
Executive Vice President, Vice Chair & Head of Corporate and Investment Banking
TD Securities (USA) LLC
Member of TD Bank Financial Group
Exhibit 99.2
eBay Rejects Unsolicited Proposal from GameStop
SAN JOSE, Calif. – May 12, 2026 – eBay Inc. (Nasdaq: EBAY), a global commerce leader that connects millions of buyers and sellers around the world, today announced that, following a thorough review with the support of its financial and legal advisors, the company’s Board of Directors has determined to reject GameStop’s unsolicited, non-binding acquisition proposal.
The full text of the eBay Board’s response letter to GameStop CEO, Ryan Cohen, is set forth below:
Dear Mr. Cohen,
The Board, with the support of its independent advisors, has thoroughly reviewed your proposal and has determined to reject it.
We have concluded that your proposal is neither credible nor attractive. We have taken into account such factors as 1) eBay’s standalone prospects, 2) the uncertainty regarding your financing proposal, 3) the impact of your proposal on eBay’s long-term growth and profitability, 4) the leverage, operational risks, and leadership structure of a combined entity, 5) the resulting implications of these factors on valuation, and 6) GameStop’s governance and executive incentives.
eBay is a strong, resilient business that has delivered meaningful results over the past several years. We have sharpened our strategic focus, strengthened execution, enhanced our marketplace and seller experience, and consistently returned capital to shareholders. With its differentiated global marketplace and a clear strategy, eBay’s Board is confident that the company, under its current management team, is well-positioned to continue to drive sustainable growth, execute with discipline, and deliver long-term value for our shareholders.
Our team remains focused on executing our strategy and driving our business forward in the best interests of the company, our shareholders, our employees, and millions of buyers and sellers around the world.
Sincerely,
/s/ Paul S. Pressler
Paul S. Pressler
Chairman of the Board of Directors, eBay
About eBay
eBay Inc. (Nasdaq: EBAY) is a global commerce leader that connects people and builds communities to create economic opportunity for all. Our technology empowers millions of buyers and sellers in more than 190 markets around the world, providing everyone the opportunity to grow and thrive. Founded in 1995 in San Jose, California, eBay is one of the world’s largest and most vibrant marketplaces for discovering great value and unique selection. In 2025, eBay enabled nearly $80 billion of gross merchandise volume. For more information about the company and its global portfolio of online brands, visit www.ebayinc.com.
Forward-Looking Statements
This press release contains forward-looking statements relating to, among other things, the future performance of eBay Inc. and its consolidated subsidiaries that are based on the company’s current expectations, forecasts and assumptions and involves risks and uncertainties. These statements include, but are not limited to, management’s vision for the future of eBay and our ability to accomplish our vision, the future growth in our business, our ability to drive sustainable long-term growth and create lasting value for our shareholders, the impact of current and contemplated strategic initiatives and offerings, partnerships with and acquisitions of other companies, and new and updated product features or programs, including the initiatives, offerings, partnerships, acquisitions, features and programs discussed in our earnings press release for the first quarter 2026, the effects of foreign currency volatility and our ability to respond to such effects, operating efficiency and margins, and dividends and share repurchases. In some cases, forward-looking statements can be identified by terms such as “aim,” “anticipate,” “believe,” “commit,” “consider,” “continue,” “could,” “design,” “develop,” “enable,” “estimate,” “expect,” “forecast,” “future,” “goal,” “impact,” “intend,” “likely,” “maintain,” “may,” “ongoing,” “opportunity,” “optimistic,” “outlook,” “plan,” “possible,” “potential,” “predict,” “probable,” “pursue,” “remain,” “seek,” “should,” “strategy,” “strive,” “target,” “value,” “will,” “would,” or similar expressions, variations and derivative forms and/or the negatives of those words. Forward-looking statements involve substantial risks and uncertainties that may cause actual results to differ materially from those that eBay expects. These and other risks and uncertainties include market risks, trends and conditions. These and other risks and uncertainties are more fully described in eBay’s filings with the Securities and Exchange Commission, including in the risk factors included in eBay’s Annual Report on Form 10-K for the year ended December 31, 2025, and subsequent reports that eBay files with the Securities and Exchange Commission. In light of such risks, readers are cautioned not to place undue reliance on such forward-looking statements. Forward-looking statements represent beliefs and assumptions of eBay only as of the date of this press release. eBay does not intend to update, and expressly disclaims any obligation to update, any of these forward-looking statements for any reason after the date of this press release or to conform these statements to actual results or revised expectations, except as required by law.
Investor Relations Contact:
John Egbert
ir@ebay.com
Media Relations Contact:
Sybille St. Arromand
press@ebay.com