Ryan Cohen just tried to buy eBay for $56 billion, and eBay's board told him it was "neither credible nor attractive." That rebuff has not stopped Cohen from promising to do "whatever we need to do." The question Wall Street is now chewing on: does he actually have a path, or is this theater?

Here is what Cohen put on the table in early May. He offered eBay shareholders $125 a share, half in cash and half in GameStop stock. The cash would come from GameStop's $9.4 billion in reserves, supplemented by a non-binding commitment from TD Securities for up to $20 billion in debt financing, provided the combined company could earn investment-grade credit ratings. Analysts have already flagged that last condition as a serious obstacle, and the financing letter is non-binding, meaning it dissolves the moment the deal gets difficult.

eBay is a company nearly five times the size of GameStop. Cohen's answers in recent interviews about how he would actually fund the acquisition have been vague enough that bankers and investors are openly skeptical.

What he could still try

Despite the board's rejection, advisers and industry analysts say there are two remaining plays, both of them long shots.

The first is a tender offer: bypassing eBay's board entirely and going straight to shareholders with a buyout offer at a premium. Tender offers are rare and often loud. Paramount used one against Warner Bros. Discovery in recent memory to force its way back into deal talks after multiple rejections. But eBay's shareholder base is a different kind of wall. Vanguard, BlackRock, and State Street together own more than 22% of eBay's stock, and they hold it automatically as part of the indexes they track. These firms almost never support hostile takeover bids. Don Bilson, head of event-driven research at Gordon Haskett, was blunt: "There is zero chance that a tender offer works. No eBay shareholder would opt into this."

The second option is a special meeting, where Cohen could try to elect new board members more open to his offer. To call one, he would typically need about 20% of common stock. Right now, GameStop has what it calls a 6.6% "economic exposure" to eBay, but most of that sits in derivatives tied to 29 million shares that only carry voting rights if the contracts are physically settled. GameStop owns just 25,000 shares of eBay outright, roughly 0.006% of the company.

To close that gap, Cohen would need to buy a lot more eBay stock. And to do that, he needs capital. GameStop asked its own shareholders last week to approve nearly tripling its authorized share count, from 1 billion shares to 2.5 billion. That move, combined with Cohen's vague hints about issuing new stock, has stoked speculation that he plans to dilute existing GameStop shareholders to fund more eBay purchases.

The track record worth watching

Cohen has done surprising things before. He co-founded Chewy and sold it for $3.35 billion. He bought into GameStop when it looked finished, became chairman in 2021, and restructured the company enough to generate the cash pile he is now wielding. GameStop shares are up about 11% this year.

But the longer arc is less flattering. Since Cohen took the chairman role, GameStop's stock has fallen roughly 70%, adjusting for splits. eBay, meanwhile, has climbed about 200% since its current CEO took over in 2020 and refocused the business around high-value collectors markets. eBay reported strong first-quarter earnings this year and its market value sits around $51 billion.

Cohen is essentially asking eBay shareholders to swap a working company with momentum for a deal built on borrowed money, GameStop equity, and a financing letter that is not yet binding. The math is hard. The institutional shareholders he needs to win over have every reason to say no.

The bigger pattern here is not really about GameStop or eBay. It is about what happens when a company sitting on a large cash pile, with no obvious growth engine of its own, tries to spend its way into relevance through acquisition. Cohen has the resources to make noise. Whether he has the structure to close is a different question entirely.