GME Tribe: A Story About How Ryan Cohen is About to Kick Down Sherman's Door and Drink His Milkshake 🚀🚀🚀

Come gather ‘round GME management wherever you roam. And admit that the waters around you have grown and accept it that soon you’ll be drenched to the bone. If your time to you is worth saving, then you better start swimming or you’ll sink like a stone, for the times they are a-changin’.

Story time for the GME crew. All those who are certain tHis iS bLoCkBusTer or the paper hands that sold yesterday can just keep scrolling. We wish you the best of luck in the best of all possible worlds: this one, dear Pangloss.

Did we have a good day Wednesday after that Q3 call? No, we did not. Do you know who lost over $20M (at least on paper) yesterday? Mr. Ryan Cohen. How do you think he felt about that CC and that inexplicable shelf registration that is, as one stocktwits commentator put it, a “poor man’s poison pill” and as obvious of a FU to Cohen and shareholders that the Board could have possibly designed? Do you think he was happy to see that?

I think he was thrilled to see it.

And now I’m going to tell you why.

This is a long post, so I’m going to give the TL/DR sum up for you Paste Eating Rocket Kids, and this will serve as a warning that there are, in fact, a lot of words that you may choose to read or not. So if I still see one goddamn comment about this being a lot of words and where’s the rockets maaaaan, I might just transport myself through this internet connection and [removed to satisfy the delicate sensibilities of the robot moderators].

So here’s the TL/DR: I believe that Cohen is executing a plan to take out the GME Board. And I think that Sherman just walked right into Cohen’s trap because he’s a dumb, selfish Boomer with a huge ego and a Broken Brain. And Cohen is going to be a legend because of it after he executes this plan, triggers the MOASS, and takes control of GME to convert it to a tech-first gaming juggernaut.

Now, if you’re in on this GME shit, you likely know the outlines of the story here. But here’s a good link to refresh your memory about why we’re all here:

And for further background, my recent post about the battle here between George Sherman, out-of-touch Hired Gun B&M Boomer CEO with the Boomer-est of all possible Boomer names, and Ryan Cohen, Boy Genius, Actual Good Guy, and Man With The Chewy-fication Plan: https://www.reddit.com/r/wallstreetbets/comments/k9apx5/gme_q3_call_thoughts_on_the_clash_between_cohen/

So: are we ready to start READING and THINKING, children? Good.

Now what were you doing in the summer of 2020? I don’t give a shit what you were doing. But I do give a shit about what Ryan Cohen was doing. And there is a decent amount of evidence that Ryan Cohen spent the summer of 2020 hiring a bad ass lawyer and crafting a pretty solid plan to wrest control of a struggling Mall-based gaming retailer from its out of touch Boomer Board and CEO so he can turn it into an ecommerce juggernaut like his baby Chewy. And I think we are about to enter the next phase of that plan here shortly.

But before we get ahead of ourselves, let’s first all get acquainted with Christopher P. Davis, Esquire, the attorney listed on each of the 13Ds filed by RC Ventures.

To cut to the chase, Chris Davis (who is definitely NOT the same dude playing first base for the Orioles) is a badass NYC attorney recently recognized as one of the nation’s premier shareholder activist lawyers. https://www.prnewswire.com/news-releases/kleinberg-kaplan-partner-chris-davis-recognized-by-chambers-usa-as-leading-shareholder-activist-lawyer-301090571.html.

So what was Chris Davis doing in the summer of 2020? So glad you asked. He was celebrating a major win he helped engineer on behalf of a “first time activist Michael Gorzynski” for a wholesale replacement of the sitting Board at HC2 Holdings, Inc (sounds fancy). He helped engineer this takeover via a “high stakes consent solicitation rather than the more typical proxy contest.”

Learn more about this here: https://www.kkwc.com/insights/kleinberg-kaplan-advises-mg-capital-management-in-its-consent-solicitation-and-successful-settlement-with-hc2-holdings/

Here’s a few more links if you care to learn more about that and how it all went down (spoiler alert: the activists settled for two seats on the Board and then the new Board very quickly ousted the dipshit Boomer CEO, Phil Falcone)

In sum: if you look into Chris Davis, you can see that this guy is dialed the fuck in and knows how to get activist shareholders a win—even in very challenging circumstances.

I’m going to return to the “consent solicitation” thing at the bottom and why I think it matters here, but I don’t want to lose momentum on the timeline and evidence. And the consent solicitation is Advanced Level Shit that I barely understand anyway. But I think it’s likely to be goddamn important so I’ll get to it.

Now, where were we? Oh yes, the inexplicable media campaign.

RC Ventures files its 13D on August 18th announcing that Ryan Cohen is now the proud owner of 5.8M shares or 9% (later increased to 9.8%) of That Cluttered Video Game Geekery You Used to Pass on Your Way to Jamba Juice or Wherever People Go in Malls. Uh, ok man. But then this is when the SP of this Future Blockbuster™ starts its real run as more catch on that Cohen has taken a huge stake and that is also part of the portfolio of Mr. Big Short himself and a bunch of institutions and they actually have cash and are definitely not going bankrupt and oh have you heard about the insane short percentage of float and the upcoming console cycle that invariably corresponds to a sharp spike in SP? Well have you? But to return to the point: RC was and is the largest shareholder.

But prior to the date Cohen filed his 13D, there is a renewed media campaign focused on Ryan Cohen, Ecommerce Billionaire Genius who built Chewy, kicked Amazon’s ass, and then sold it for $3.35B way back in the heady mask-free days of ‘17. Why the sudden re-emergence of Mr. Cohen in the summer of 2020 in such a prominent way with this glowing media campaign about a guy who sold a very successful pet supply business over three years ago? Fawning media exposure like that doesn’t just happen (or not usually). It’s engineered. Or, more charitably, helped along by people who know people and can introduce those people to Interesting Topics to Write About. And my guess is that Chris Davis, bad ass activist attorney based in New York City, Knows People and had a little something to do with it.

Here are the links to all of the glowing media pieces starting in the summer of 2020 (all absolutely worth a read to get to know who this guy is and what makes him tick):

June 5 (Bloomberg) https://www.bloomberg.com/news/articles/2020-06-05/chewy-founder-cashes-out-bets-on-apple-wells-fargo

August 4 (CNBC) https://www.cnbc.com/2020/08/04/chewy-co-founder-ryan-cohen-this-is-the-side-hustle-id-start-now.html

August 16 (Forbes) https://www.forbes.com/sites/zackfriedman/2020/08/16/entrepreneur-chewy-founder-ryan-cohen-shares-his-best-advice/?sh=41e1370e5840

October 15 (Business Insider) https://www.businessinsider.com/chewy-ryan-cohen-warren-buffett-lessons-apple-investment-2020-10

And a lot of the speculation I’m wheeling and dealing here was introduced by our man Justin Dopierala at Seeking Alpha way back in a September article not too long after the 13D filings: https://seekingalpha.com/article/4373819-gamestop-chewys-founder-ryan-cohen-finds-whats-next

But for now let’s “put a pin” on Mr. Dopierala, as George Sherman or some other Corporate Robot Dipshit might say, as he will be important to the story here again soon.

If you haven’t read this ballsy letter Cohen wrote to the Board last month, you really should. We’ll wait for you. https://s.wsj.net/public/resources/documents/RC_Ventures_Letter_to_GameStop.pdf

OK, ready again?

I don’t want to question Cohen’s possible writing abilities or give away too many tricks of the lawyer trade here (AI should take care of that in about a decade), but that letter was 100% written by Chris Davis. I’d literally bet my entire portfolio on that fact alone. That’s why you hire gunners like him. The letter has that has deliciously direct and aggressive lawyerly tone—the kind you use when you want to send a very clear message to some asshole without spelling it all out. I fucking love this letter. It was one of the main reasons I put the rest of my chips into the GME basket. I doubt I’m alone there.

And what did we learn from this letter? Well: a lot. But I’m going to focus on a few quick things. First, we learned that over the Summer, Cohen had “private conversations” with the Board and Sherman about the need to pivot toward becoming a technology-driven business with a new strategic vision. And he calls out Sherman and the Board directly for lacking this vision, using Mainstreet-Friendly pejoratives like “c-suite” and “boardroom.” He takes a direct shot at Hired Gun Sherman’s Boomer-Ass Business Record (Advanced Auto Parts! Cool!) and his obvious bent towards what he knows: Boring Ass Low Margin B&M Bullshit Companies and straight-up calls him a dumb-ass old man (“twentieth-century focus!”) who Just Doesn’t Fucking Get It. He alleges that he and the Board have presided over “massive value destruction” (almost makes it sound intentional, or at least grossly negligent) and have never taken “full accountability” for all their fuck-ups and intransigence.

Some folks have suggested that, sure, Cohen wants change and yeah he seemed like he had a bit of a bee in his bonnet, but if he doesn’t get some good movement in those areas, he’ll just sell his 6.5M shares to tank the stock and take his ball and go home to play with his dog, who loves him No Matter What. In this interpretation, the letter is just Cohen Asking To Speak To The Manager and then if the response is not to his liking, well then, He Will Just Take His Business Elsewhere, thankyouverymuch.

I do not think that is what is going on here. Not with Ryan Cohen and Chris Davis. This letter is Ryan Cohen Crossing The Fucking Rubicon.

He did the honorable thing and took his vision to the Board and Sherman. How genuine he was in that effort, I have no idea, as my thesis is that he has had a takeover plan in place since he hired Chris Davis. But whatever the initial motivations, it was the honorable thing to do to discuss his vision with Sherman and the Board before he and Chris Davis eventually rip their fucking hearts out (which, spoiler: I believe he is getting ready to do as we speak).

Reasonable minds can disagree here, but I do not think you write a letter like that unless you have a plan to handle all possible responses to it. He just torched his collegial relationship, such as there ever was or could have been, with that CEO and that Board. He flaunts Chewy’s world-class infrastructure and market cap versus their lame ass sub-$1B Dying Mall Store Bullshit. And he makes a very public rejection of a seat on the board (and the reason given: because you fuckheads would just ignore me and drive me nuts while you continue doing Dumb Boomer Shit with my money all goddamn day), which made it 100% clear to me that this is Cohen Serving Goddamn Notice that unless they get serious about the scope of their turnaround and start listening to him and convey this new direction to shareholders asap, that he’s coming for them. He even alludes to his own turnaround plan but then tells them to do their jobs like the Big Capable Adults they are.

And then Cohen attaches this letter to an amended 13D to ensure that all shareholders see it and also see that he still holds all of his shares. Within hours, the WSJ had an article on this: https://www.wsj.com/articles/gamestops-new-billionaire-investor-calls-for-tech-centric-makeover-11605565458?mod=hp_lista_pos5.

And guess what’s neat? If you are an interested shareholder or a habitual reader of the Wall Street Journal (I, sir, am not) and you saw that article, you might have wondered what this Cohen guy is all about? You know, Mortimer, the dog guy—made billions. And thanks to the recent out-of-the-blue marketing campaign that was definitely NOT engineered by Chris Davis as part of a takeover plan, your subsequent Google searches, and the recent articles they produced, likely made you think: this guy is a fucking whiz kid and I like the cut of his jib.

In the weeks leading up to earnings, sharp observers also notice something: Ryan Cohen is meeting with various large shareholders for some reason. There were several reports of this on stocktwits (links are lost to eternity in that cluttered hellhole unless some astute commentator can find and link in the comments), so some salt is a necessary accompaniment here (I like to cite my evidence), but we have at least one confirmed meeting with the head of DOMO Capital: Mr. Justin Dopierala. Now, Justin happens to be a pro-GME writer (and a sharp one at that) at Seeking Alpha. You know, that paywall website where people purporting to know what they’re talking about get paid peanuts to write purposefully inane articles for maximum clicks from other idiots? That one. Well Justin is one of the good ones there, and DOMO Capital is also a large shareholder of GME. (Conflict of interest, you say? Shut yo’ mouth!).

On November 30, at 9:19 AM (the payin’ for inanity crew can go see this – the comment is still there), Dopierala made the following comment on another SA article:

“I've recently had the pleasure of having a 1 on 1 video meeting with Ryan Cohen that lasted over an hour.

Going forward, I no longer feel comfortable commenting on the topic (of Ryan Cohen), so please understand when I do not respond to any of your questions on this specific topic.

Ryan is a very intelligent man, and I remain as bullish as ever on GameStop's future."

So what can we extrapolate from this?

Ryan Cohen likely reached out to DOMO Capital/Dopierala to discuss his strategic vision. I do not know if he announced his plans directly, or what the purpose of the call was (see the very below on how I think this all could relate to a consent solicitation to recall the board) but I’m sure, at the very least, the text, if not the subtext, was heavy as fuck on that Zoom call. And why do I think Cohen contacted him and not the other way around? Because Dopierala, a writer for SA that I’m sure would love to publish even an anodyne Q&A with Ryan Cohen to Get Him All the Clicks, didn’t get an on-the-record interview. Not even some softball about whether his dog prefers his Apple investment decision or his Wells Fargo one. No: he got the concession (assuming he did) to simply acknowledge that a discussion took place (buried in a comment on some other dude’s SA article), but he explicitly says he’s not going to talk about anything related to Cohen going forward. No sir, no how. But if Cohen is just a regular old fellow shareholder (Cue Ryan: “And Justin, please: the pleasure is all mine”), then why the fuck are you making a cagy comment and acting like you Have A Big Fucking Secret and Oh God I Wish I Could Tell You Something But I Just Cant! with that comment, Justin? The Man Doth Protesting and Shit, I say.

Here’s the article link for you Seeking Alpha Super Sleuths: https://seekingalpha.com/article/4380313-gamestop-likely-already-digital-revenue-sharing-sony-up-to-10

And even yesterday, Dopierala can’t help himself. In a discussion about Cohen’s tweet yesterday (you saw the tweet right? What kind of GME-to-da-moon! investor are you anyway? https://twitter.com/ryancohen/status/1336775515101949963), Dopierala gets all Jim Carey As The Riddler on us in a response to “EricinPDX,” (some dude living in the Portland Airport) who writes:

EricInPDX

I take his tweet as a total negative .. the Jim Cramer thing.

I have no position at the moment.

Our man Dopierala then responds “then you are wrong yet right.”

So I think he’s having a little fun talking like a slightly less backwardsy Yoda saying: yeah, that Cohen tweet was obviously negative because he’s highlighting how fucked GME seems after that Q3 call (and also, check out how Chewy’s doin’ in that clip!). But it’s also not negative because it means Cohen is about to rip Sherman’s still-beating heart out and Shock And Awe our asses with a vote. And I, Justin Dopierala, head of DOMO Capital, can be a little wink winky about this because, oh I don’t know, on our hour long call Cohen maybe used puppetry to act out “Bryan Flohen’s” plan to call a vote and supplant the Bad Man “Gerald Shorman” while asking “Would You Theoretically Be With Bryan Flohen?” with a few well-timed arch of the eyebrows. Or he got his explicit consent to his plan (see below re consent solicitations). We just do not know.

In conclusion: We know that Cohen met with shareholders in the period between the day he sent that letter and the date of the Q3 call. We just do not know what was said. But we do know that Dopierella, either out of a sense of journalistic ethics (Stop laughing you guys! Seriously!) or out of concern about possible SEC lookie-loos, decides to be up-front about his inability to even utter the name Ryan Cohen from now on.

Let’s recall the letter now. I’m guessing a rich, egotistical pampered-ass hired gun Boomer CEO named George goddamn Sherman didn’t like someone who reminds him of his asshole kids talking to him like that.

We all know what happened next: the Q3 “Say Omnichannel One More Time Motherfucker!” call. As I mentioned in my prior post on this (link above if you care), Sherman pulled the boomer-ist of boomer moves in an act of self-sabotage that is likely to be studied in business courses once this whole story plays out. You see, that letter that Cohen/Davis sent was a trap. And Sherman and the Board and their Big Fucking Corporate Brains clearly lack an inner Admiral Ackbar.

Cohen sent that letter three weeks before the earnings call. And demanded that they conduct *another* strategic review and present a plan to shareholders outlining how they are going to fully pivot into a new technology focused company. Cohen knows they have no intention of doing this. He’s apparently been hectoring them all summer about it. And I’m guessing he talked to Sherman enough to know that the dude is just not on the level (as all of us who listened to that fumbling bland-ass corporate caveat-speak on that call got to experience as well). So he knows, like we all did, that Q3 earnings are likely to be middling at best. But unlike me, who clearly thought that the one way out of this for Sherman and the Board was to give some exciting guidance on Q4, maybe even a share buyback (as they are authorized to do) and some more info on the Microsoft deal, likely revenue, other possible similar deals with Nintendo and Sony. I don’t know, but Something. No, Cohen and Davis are way smarter than me and know Sherman a bit better and probably assumed that Sherman is likely to whiff on a response to his letter. And lo and behold, whiff he does. Nothing. We get no response to the letter and no real plan to transform GME into a tech-driven gaming company (Sherman: “but, but…I said Omnichannel you guys! What do you want from me beyond bland corporate robot speak!?”).

But what else happens? Sherman and the Board inexplicably authorize a shelf registration for up to $100M worth of ATM shares. This from a company that just bought back shares, is authorized to buy back more, paid down debt early—and now is about to be flush with Sweet, Sweet New Console Cash. What in the everlasting fuck?

And in case you were inclined to give Sherman and the Board the benefit of the doubt here, the reason was simple and straightforward and included within the S3 filing itself. And that is: “Hey Cohen: Fuck Off. And if we have to dilute our shareholders to get you to fuck off, by God that’s the kind of shortsighted ME-first move that got George Sherman where he is today! So go find another company to hassle you ungrateful Millennial Start Up Dog Store Bro and let the adults handle this.”

Here is the provision in the S-3 (under the heading: Anti-Takeover Provisions):

The authorized but unissued shares of common stock and preferred stock are available for future issuance without stockholder approval. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized but unissued shares of common stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

So instead of crushing the call and giving some dope guidance about Q4 and trigger the MOASS so we all revere the name George Sherman for All Eternity, Sherman and the Board make a lame-ass move to try to protect their jobs and--lo and behold!--THIS is the main takeaway of the report and call. And what drives the precipitous dive in SP AH and yesterday. A dive so steep that it removes well over $100M in market cap in value, the kinda-lame amount that you’re trying to stick Cohen with (and dilute all of us) so you can keep your Big Fancy-Man Job and the bonus you’re counting on so you and the misses can jet off to Sandals Jamaica like you always do. George: Whoops? Knew we should have gone with a higher number! A lame ass “poor man’s poison pill” as u/snowk88 on stocktwits put it (shout out because he also helped me flush out this thesis a bit and clued me in on Chris Davis’s work for MC).

So back to how I started this missive, back when we were all younger and maybe a bit more naïve, right? Anyway. Yesterday Ryan Cohen lost over $20M on paper because George Sherman thought the best way to handle that Punk-Ass Millennial was to use shareholders as a hostage in any possible fight over control of this company he’s been building his entire—oh, eh, the last 18 months because he’s just a hired gun that goes where the money is and waits for his ka-ching moment before splitting because who gives a fuck he’s George Sherman and You’re Not. But guess what happens when you do that? (Hand down, George: you’ve had your turn). You ENRAGE the shareholders who you want to have your back and vote for you in any possible proxy fight or takeover offer! What strategery! You must have been involved in planning the Iraq war, George.

But guess who was likely laughing their ass off yesterday at their colossal good fortune at this misstep? Ryan Cohen and Chris Davis. Because now Sherman has opened the door even wider than it was before and made it that much easier for Cohen to get the votes and kick down his fucking door.

And yesterday, to no one’s surprise, the SP falls almost 20% and even Jim Fucking Cramer piles on and tells all his braindead Boomer TV watchers that this is The Next Blockbuster like all the other Super Sophisticated Analysts out there.

And now we see the #WeWantCohen and #InstallCohen hashtags (which you all should consider using frequently if you dig all this and think Sherman needs to go).

What are you thinking if you’re Ryan Cohen? Take your ball and go home time? Or: maybe that it’s time to Show George Sherman that You Do Not Fuck With a Super Nice Guy With Really Good Ideas That Are Usually Respectfully Presented (Unless You Piss Me Off) Like Ryan Goddamn Cohen?

I’m thinking it’s the latter. Taking all of this, I think Cohen and Chris Davis have been planning some kind of takeover, possibly even via consent solicitation like Davis did in his MC matter, since the summer and that George Sherman’s ironic attempt to save his own skin is about to backfire stupendously to help Cohen lock in the votes he needs. And it couldn’t happen to a nicer guy—excuse me—I mean: Smug Asshole.

Ed: the consent solicitation is not likely in play here. But Cohen is definitely still coming for Sherman and Co - we just don't know exactly how yet.

Now, just what in the hell is a consent solicitation and why does it matter? I confess that I didn’t know shit about this until I started READING ALL THE WORDS, but our friends at theactivistinvestor.com have some useful information to help those of us with tiny little baby brains understand what it is and why it may be relevant here (relevant excerpts below, but it you really want to geek out on this shit, I would recommend clicking the link, reading the words and THINKING BIG THOUGHTS). And also, hoping that some folks can respond in comments to help flush this out further because it’s late and I’ve already written too many words.

But, before I drop some k-n-o knowledge from our friends at theactivistinvestor.com, just to remind you: GameStop is a Delaware Corporation.

Now imagine being magically whisked away to…Delaware! (Hi. I’m in Delaware).

From: http://www.theactivistinvestor.com/The_Activist_Investor/Consent_Solicitations.html

[Ed: removed quoted text] *****

CPT Hubbard here again. I’ll release you momentarily. But study those steps a bit and ponder where Cohen might be in that process. And also recall that we know that Cohen had an “off the record” meeting with our man Dopierala from DOMO Capital and we have no idea what they talked about. Could Cohen have been getting shareholders consent? No idea. But it certainly seems possible. If that is the case, the 60 day clock is ticking. Which means that, assuming Dopierala was stop #1 (probably doubtful, but it’s the one data point we have), we should know something by at least late January if Cohen is actually initiating a consent solicitation on this incompetent Board and probably a lot closer to mid-January (Sorry Jan call holders) since I assume Cohen started reaching out around the time he sent that letter on Nov 16th.

To which I say to Cohen: Little old me and my —— shares consent! We consent most emphatically, sir. And no one will ever accuse you, Mr. Cohen, of not seeking consent. You may retain this for your records.

To conclude, Cohen is Young, Scrappy and Hungry and He’s Not Throwing Away His Shot. And Fuck George Sherman.