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1
eBay Inc. Spin Off Valuation
December 12, 2014
Jessica Chen
Yuxie Li
Haodao Zhang
2
Agenda
Home
Products Inc.
I. Executive Summary 3
II. Company Overview 5
III. Economic Outlook 8
IV. Industry Trends 11
V. Valuations 14
A. Discounted Cash Flow Analysis 15
B. Comparable Companies Analysis 19
VI. Transfer Pricing 24
VII. Comprehensive Conclusion 32
VIII. Appendix
3
I. Executive Summary
Home
Products Inc.
4
Executive Summary
Home
Product Inc.
• eBay is the world’s largest online marketplace with 149 active global users
• eBay utilizes an Auction-Based sales mode, where individual users outbid each other
• PayPal was launched as a money transfer service in 1999
• PayPal filed its IPO in early 2002 at $13 per share and raised over $61 Billion
• PayPal now covers 2013 markets with 152 million active users using 100 currencies
• In September 2014, eBay announced its decision to spin off PayPal to give PayPal more
flexibility for future deal opportunities
Introduction to eBay and PayPal
• We provide two valuation methods—Discounted Cash Flow Analysis and Comparable
Companies Analysis for each company after the spin off. Both results reconcile with each
other
• We conclude a valuation rage of 57B-65B for eBay and a valuation range of 40B-70B for
PayPal
Valuation for eBay and PayPal
• We provide suggestions on the transfer pricing of all the 15 corporate services PayPal US
provides to foreign Affiliates.
• We also analyzed some benefits and risks of using Service Cost Method and Cost of
Services profits method.
Transfer Pricing
5
II. Company Overview
Home
Products Inc.
6
Company Overview
Summary
Home
Products Inc.
• Background: eBay was founded in 1995 by Pierre Omidyar. It provides online market
places for the sale of goods and services to individuals and businesses
• Products: eBay operates its business through 3 segments: Market Place, Payments and
Enterprise
• Geography: International operations with large presence in U.S, Germany and U.K
Source:10-K Source: Seeking alpha
7
Key drivers
Home
Products Inc.
Private
Label
42% Branded
Products
58%
1. Online Business mode:
The complete online business mode help the company to gain a larger customer
base and
2. Distribution channel and replacement effect:
eBay uses the traditional distribution channel without disintermediation-they
serve the customers use the existing distribution channels.
3.Information disclosure:
One way eBay do to reduce the asymmetric information between buyers and
sellers is to allow sellers to disclose as much information as possible,
furthermore, they creates the chatting mechanism between sellers and buyers
to reduce the misinterpretations.
4. Time Frame:
eBay tailors its time frame of auctions to customers’ needs, so that they can
attract more people to participate in the transactions.
Source: FactSet
8
III. Economic Outlook
Home
Products Inc.
9
Positive growth opportunity for eBay
• U.S. consumers benefits from global disinflation
• Low interest rate can stimulus people’s consumptions
• U.S consumers benefitting from stronger performance of U.S dollars
• E-Commerce represents one of the most steady growth industry, with an average of 8%
growth rate
Economic Outlook
Macroeconomic Overview
Home
Products Inc.
Source: Forrester Inc.
10
Positive growth opportunity for PayPal
• Payment terminals represent 7% of the payment methods
• Low cost direct bank transfer, developer-friendly intergation, specialized digital software
has is rising steady at 24.3% each year.
• There are 1 trillion consumers shopping on the internet, represent a 20% annual growth
Economic Outlook
Macroeconomic Overview
Source: MarketLine
11
IV. Industry Trends
12
Home
Products Inc.
Internet Retailer Industry Overview
• Threats of new entrants are low. The industry has low of competitors including Amazon, Auction
Universe, etc.
• Threats of substitutes are low because of customer loyalty and the difficulty to attract customers
from competitors
• Suppliers bargaining power is low due to large amount of buyers on the internet
• Buyers bargaining power is medium. Even though buyers seek for the low price products, their
bargaining power is lower than eBay since eBay already provide lower than market price
• Based on the analysis above, the industry competition is medium.
Business Model Analysis
13
• PayPal represents approximately 10% of the total revenue of eBay
• PayPal’s diminished competitive advantage as a standalone business and potential
barriers in the merger and acquisition activities.
• There is an increased in expectations for increased marketing investments and
promotional activity in the challenging operations, which put pressure on the company
profit margin
Company Trend--Spin Off
Company Trend
Source: MarketLine
14
V. Valuation
15
Valuation--eBay DCF Analysis
Years 2014 Q4 E 2015 E 2016 E 2017 E 2018 E 2019 E 2020 E 2021 E 2022 E
EBIT $373.35 $1,429.21 $1,804.08 $2,270.23 $2,711.40 $3,133.18 $3,555.48 $3,977.85 $4,392.43
Adjusted Tax (60.30) (230.82) (291.36) (366.64) (437.89) (506.01) (574.21) (642.42) (709.38)
EBIAT 313.06 1,198.39 1,512.72 1,903.58 2,273.51 2,627.18 2,981.27 3,335.43 3,683.06
Plus: Depriciation &
Amortization 523.68 992.09 1,103.30 1,312.06 1,508.35 1,722.49 1,958.57 2,220.48 2,509.11
Less: Capital
Expenditure (221.49) (727.91) (733.40) (743.82) (759.28) (778.27) (801.20) (821.23) (838.09)
Less: Change in NWC (48.41) (91.16) (59.90) (73.65) (136.78) (70.47) (58.26) (51.23) (46.07)
Unlevered FCF 566.83 1,371.41 1,822.72 2,398.18 2,885.80 3,500.93 4,080.39 4,683.45 5,308.00
PV of FCF 556.45 1,250.39 1,543.49 1,886.12 2,107.93 2,375.08 2,570.98 2,740.74 2,884.94
Sum of PV of FCF $17,916.13
Inputs
WACC 7.67%
Perpetuity Growth Rate 2.00%
Tax Rate 16.15%
Assumptions:
• The forecast perpetuity growth rate is 2%,
which is align with GDP growth
• The growth rate of EBIT from 2014-2019 was
extracted from the FactSet sell-side forecast
• Cost of Equity is 9.34%, Cost of Debt is
27.06%
16
Terminal Value Method
Terminal Value $72,463.88
PV of Terminal Value 39,384.67
Implied Enterprise Value 57,300.80
Implied Enterprise Value Mid-Year Adjustment 59,457.80
Implied EBITDA Exit Multiple 8.3x
Implied EBITDA Exit Multiple Mid-Year Adjustment 8.6x
Enterprise Values
Perpetual
growth rate
WACC
$57,300.8 6.7% 7.2% 7.7% 8.2%
1.0% $61,341 $63,489 $63,489 $61,341
1.5% $65,729 $68,064 $68,064 $65,729
2.0% $70,499 $73,039 $73,039 $70,499
3.5% $75,689 $78,455 $78,455 $75,689
3.0% $81,342 $84,357 $84,357 $81,342
Enterprise Value Range:
$57B-$73B
Sanity Check:
• Mid-year adjustment accounts for
cash flow distributed evenly
throughout the year
• Implied Exit EBITDA multiple is close
to industry average
• Forecasted growth rates represent a
bull case scenario
Valuation--eBay DCF Analysis
17
Valuation--PayPal DCF Analysis
Inputs
WACC 6.68%
Perpetuity Growth Rate 2.00%
Tax Rate 16.15%
Assumptions:
• The forecast perpetuity growth rate is 2%,
which is the same as eBay
• The average growth rate of e-commerce
industry from 2014 to 2019 is 5.9%.
• Cost of Equity is 9.09%, Cost of Debt is 27.06%
Years 2014 Q4 E 2015 E 2016 E 2017 E 2018 E 2019 E 2020 E 2021 E 2022 E
EBIT $265.37 $1,644.80 $2,046.50 $2,458.86 $2,917.18 $3,387.50 $3,910.69$4,497.31 $5,156.34
Adjusted Tax (42.86) (265.64) (330.51) (397.11) (471.13) (547.08) (631.58) (726.32) (832.75)
EBIAT 222.51 1,379.17 1,715.99 2,061.75 2,446.06 2,840.42 3,279.12 3,771.00 4,323.59
Plus: Depreciation &
Amortization 405.75 869.59 1,048.17 1,179.68 1,383.71 1,641.43 1,962.61 2,360.08 2,853.16
Less: Capital
Expenditure (168.99) (627.54) (696.57) (776.68) (869.88) (978.62) (1,105.84) (1,249.60) (1,412.04)
Less: Change in NWC (105.37) (84.97) (149.39) (154.74) (60.49) (89.56) (106.53) (124.64) (142.84)
Unlevered FCF 353.90 1,536.25 1,918.20 2,310.01 2,899.40 3,413.68 4,029.36 4,756.84 5,621.87
PV of FCF 348.22 1,416.96 1,658.45 1,872.15 2,202.67 2,430.97 2,689.73 2,976.51 3,297.50
Sum of PV of FCF $18,893.16
18
Terminal Value Method
Terminal Value $72,463.88
PV of Terminal Value 42,503.62
Implied Enterprise Value 61,396.78
Implied Enterprise Value Mid-Year Adjustment 63,414.38
Implied EBITDA Exit Multiple 7.7x
Implied EBITDA Exit Multiple Mid-Year Adjustment 7.9x
Valuation--PayPal DCF Analysis
Enterprise Values
Perpetual
growth rate
WACC
$61,396.8 5.7% 6.2% 6.7% 7.2%
1.0% $65,795 $68,136 $68,136 $65,795
1.5% $70,577 $73,123 $73,123 $70,577
2.0% $75,780 $78,552 $78,552 $75,780
3.5% $81,447 $84,468 $84,468 $81,447
3.0% $87,624 $90,921 $90,921 $87,624
Enterprise Value Range:
$60B-$78B
Sanity Check:
• Mid-year adjustment accounts
for cash flow distributed evenly
throughout the year
• Forecasted growth rates
represent a bull case scenario
• EBITDA Exit Multiple is align
with eBay prediction
19
Comparable Company Analysis-eBay
*Select Comparable Companies Based on Customer Base,
Market Share, Key Financials and Industries
Total LTM Debt/
Enterprise Total
LTM
Debt/EBITDA
EBITDA EBIT
Company Value ($M) Capitalization LTM FY1 FY2 LTM Margin
Amazon.com Inc.
(NasdaqGS:AMZN) $134,066.8 23.1% 0.8x $3,890.0 $7,983.5 $10,183.6 $98.0 0.1%
Facebook, Inc. (NasdaqGS:FB)
$204,595.3 1.3% 0.0x $6,052.0 $10,166.3 $13,484.3 $4,968.0 44.4%
Alibaba Group Holding Limited
(NYSE:BABA) $264,536.5 33.1% 2.2x $4,740.8 $6,466.3 $8,965.5 $4,294.2 42.1%
Expedia Inc. (NasdaqGS:EXPE)
$10,845.1 40.9% 2.2x $795.9 $1,205.5 $1,381.0 $606.9 10.9%
Netflix, Inc. (NasdaqGS:NFLX)
$19,380.8 34.3% 1.9x $472.5 $691.6 $1,051.1 $419.9 8.1%
Nordstrom Inc. (NYSE:JWN)
$17,441.8 57.9% 1.7x $1,823.0 $1,817.3 $1,963.8 $1,325.0 10.1%
The Priceline Group Inc.
(NasdaqGS:PCLN) $55,520.1 31.0% 1.2x $3,169.2 $4,034.7 $4,886.7 $2,995.8 36.8%
TripAdvisor Inc.
(NasdaqGS:TRIP) $10,499.3 24.2% 1.0x $337.8 $588.8 $753.0 $313.2 26.8%
Macy's, Inc. (NYSE:M)
$28,293.5 57.4% 1.9x $3,896.0 $3,875.8 $4,021.0 $2,867.0 10.3%
eBay Inc. (NasdaqGS:EBAY)
$68,688.4 27.7% 1.5x $1,990.0 $2,421.3 $2,907.4 $3,475.0 19.8%
20
Comparable Company Analysis-eBay
Enterprise Value Range:
$50B-$77B
EV/EBITDA EV/EBIT EV/Revenue
Company LTM FY1 FY2 LTM LTM FY1
Amazon.com Inc. (NasdaqGS:AMZN) 34.3x 21.8x 16.8x NM 1.6x 1.5x
Facebook, Inc. (NasdaqGS:FB) 33.8x 25.2x 20.2x 41.2x 18.3x 16.5x
Alibaba Group Holding Limited (NYSE:BABA) 56.2x 40.9x 29.5x 62.1x 25.6x 20.9x
Expedia Inc. (NasdaqGS:EXPE) 13.7x 10.5x 9.0x 17.9x 2.0x 1.9x
Netflix, Inc. (NasdaqGS:NFLX) 41.0x 34.9x 28.0x 46.2x 3.7x 3.5x
Nordstrom Inc. (NYSE:JWN) 9.6x 9.6x 8.9x 13.2x 1.3x 1.3x
The Priceline Group Inc. (NasdaqGS:PCLN) 17.5x 16.3x 13.8x 18.5x 6.8x 6.6x
TripAdvisor Inc. (NasdaqGS:TRIP) 31.1x 22.8x 17.8x 33.5x 9.0x 8.5x
Macy's, Inc. (NYSE:M) 7.3x 7.3x 7.0x 9.9x 1.0x 1.0x
eBay Inc. (NasdaqGS:EBAY) 13.8x 11.9x 10.8x 19.8x 3.9x 3.8x
Summary Statistics
Low 7.3x 7.3x 7.0x 9.9x 1.0x 1.0x
Mean 27.2x 21.0x 16.8x 30.3x 7.7x 6.9x
Median 31.1x 21.8x 16.8x 26.0x 3.7x 3.5x
High 56.2x 40.9x 29.5x 62.1x 25.6x 20.9x
Implied Enterprise Value
Low $54,062.5 $50,911.8 $48,772.9 $28,263.7 $37,084.2 $41,008.4
High $61,889.9 $52,784.2 $48,814.9 $32,951.7 $77,175.3 $79,803.2
21
Comparable Company Analysis-PayPal
*Select Comparable Companies Based on Industry, Geographic,
Forecast Revenue and EBITDA
Enterprise Total
LTM
Debt/EBI
TDA
EBITDA EBIT
REVENU
E
Company Value ($M)
Capitali
zation
LTM FY1 FY2 LTM Margin LTM FY1 FY2
Alliance Data Systems
Corporation (NYSE:ADS) $29,397.0 88.9% 8.1x $1,381.7 $1,909.1 $2,128.2 $1,135.7 22.9% $4,958.3 $6,542.5 $7,289.9
Fiserv, Inc.
(NasdaqGS:FISV) $20,928.9 52.6% 2.6x $1,488.0 $1,758.8 $1,898.7 $1,190.0 23.7% $5,013.0 $5,302.8 $5,572.7
Discover Financial
Services (NYSE:DFS) - 65.1% - - - - - - $7,225.0 $9,101.1 $9,624.8
MasterCard Incorporated
(NYSE:MA) $95,428.2 18.6% 0.3x $5,411.0 $6,352.0 $7,275.5 $5,103.0 55.6% $9,183.0 $10,616.3 $11,738.8
Fidelity National
Information Services,
Inc. (NYSE:FIS) $22,543.4 43.0% 3.1x $1,605.5 $2,081.3 $2,237.6 $1,244.6 19.7% $6,305.3 $6,888.7 $7,295.6
Visa Inc. (NYSE:V)
$159,368.0 - - $8,387.0 $9,623.6 $10,777.2 $8,150.0 64.2% $12,702.0 $13,911.9 $15,427.8
Paypal
$2,031.1 $2,514.4 $3,094.7 $1,319.7 $7,897.1 $9,388.3 $11,068.0
22
Comparable Company Analysis-PayPal
Enterprise Value Range:
$40B-$68B
EV/EBITDA
EV/REVENU
E
Company FY2 LTM FY1 FY2 LTM FY1 FY2
Alliance Data Systems Corporation
(NYSE:ADS) $7,289.9 21.3x 19.0x 15.4x 5.9x 5.5x 4.5x
Fiserv, Inc. (NasdaqGS:FISV)
$5,572.7 12.7x 12.7x 11.9x 4.2x 4.1x 4.0x
Discover Financial Services
(NYSE:DFS) $9,624.8 - - - - - -
MasterCard Incorporated (NYSE:MA)
$11,738.8 17.6x 17.1x 15.0x 10.4x 10.1x 9.0x
Fidelity National Information
Services, Inc. (NYSE:FIS) $7,295.6 14.0x 11.6x 10.8x 3.6x 3.5x 3.3x
Visa Inc. (NYSE:V)
$15,427.8 19.0x 16.6x 14.8x 12.5x 11.5x 10.3x
Paypal
$11,068.0
Summary Statistics
Low 5,572.72 12.7x 11.6x 10.8x 3.6x 3.5x 3.3x
Mean 9,491.62 16.9x 15.4x 13.6x 7.3x 6.9x 6.2x
Median 8,460.23 17.6x 16.6x 14.8x 5.9x 5.5x 4.5x
High 15,427.84 21.3x 19.0x 15.4x 12.5x 11.5x 10.3x
Implied Enterprise Value
Low $38,681.50 $42,050.42 $46,592.83 $52,011.46 $49,695.21
High $41,638.43 $45,770.22 $57,806.70 $65,230.25 $68,687.85
23
VI. Deliverables 2: Transfer Pricing
Home
Products Inc.
24
Transfer Pricing
Transfer Pricing Overview
S As a multinational business, PayPal is now operating in 203 markets and 26 currencies,
which increases the importance of transfer pricing policies for PayPal.
To maintain efficiencies in business, PayPal US need to provide various services to it’s
subsidiaries around the world, using transfer pricing policy.
The following slides will explain the transfer pricing policies for PayPal’s 9 international
subsidiaries and 15 corporate services.
25
Transfer Pricing
Transfer Pricing Policy I
Since these services are Shareholder Activities or Duplicative Services, to costs will be
incurred for PayPal Foreign Affiliates.
26
Transfer Pricing
Transfer Pricing Policy II
Determined by the
business of
different foreign
affiliates.
Determined by the
amount of time
working to help
foreign affiliates
Source: Exhibit 3
Using the
median
benchmark from
Exhibit 3.
27
Transfer Pricing
Transfer Pricing Policy II (Continued)
These services, not
matter common through
industry or contribute to
key competitive
advantages could
benefits the foreign
affiliates.
The key to allocate
cost is determined by
the benefits of different
Corporate Services.
For example, HR
services costs depend
on how many people
the entity have and
how many people the
entity want.
Source: Final Service Regulation
28
Transfer Pricing Policy II (Continued)
Transfer Pricing
Whether we could use
SCM method depends
on three rules:
1. Is it common
across industry?
2. Is median
comparable
markup on total
services
transaction is less
than or equal to
7%?
3. Is it some specific
services?
Source: Final Service Regulation
29
Transfer Pricing
Services Cost Method (SMC) Analysis
Services cost method allows entities to use only the total cost of the services as
transfer prices. Here are the benefits and risks.
Benefits of SMC Risks of SMC
Companies could use the total
costs of the services, without any
markup, as transfer prices.
Companies will be able to shift
revenues from high-taxation
counties to low-taxation countries
to avoid significant amount of
taxes (Shown in next slide).
Source: Final Service Regulation
Four requirements for SMC
are difficult to meet altogether.
It is likely failing to meet
the four strict requirements
which may result in a higher
markup by governments.
30
Transfer Pricing
How much we gain from using SMC in 2015?
• Comparing SCM and Cost of Services Plus Method, the markup value is the
difference.
• The difference in markup value will provide PayPal tax shield (Indicated in the
next slide)
Source: KPMG Global Tax Table
31
Transfer Pricing
How much we gain from using SMC in 2015? (Continued)
• Comparing to SCM, Cost of Service Plus Method results in a higher revenue
in PayPal US, and a lower cost of net revenues in foreign affiliates.
• The difference between these two is the benefits from using SCM rather than
Cost of Service Plus, which is $0.66 million.
32
VII. Comprehensive Conclusion
33
Comprehensive Conclusion
Valuation
From DCF model, we estimate after spinoff, eBay has a EV
range of 57B to 73B, and PayPal has a EV range of 60B to
78B
From comparable analysis, we estimate eBay has a EV range
of 34B to 65B, and PayPal has a EV range of 34B to 63B.
Transfer
Pricing
Therefore, we conclude a EV range of 55B to 75B for eBay,
and a EV range of 60B to 73B for PayPal
Comparing SCM and CoSPM, there is significant amount of
tax eBay could avoid using SCM. However, it might bear more
risks
From comparable analysis, we estimate eBay has a EV range
of 50B to 77B, and PayPal has a EV range of 40B to 68B
Out of 15 corporate services, 4 of them doesn’t apply to
transfer pricing and 11 of 15 are eligible
34
Income Statement 2010 2011 2012 2013 2014 Q1-Q3 2014 Q4 E 2014E
Segment Revenues
Marketplaces $5,720.60 $6,642.00 $7,398.00 $8,284.00 $6,485.00 $2,377.26 $8,862.26
Changes from last year 7.73% 16.11% 11.38% 11.98% 6.98%
Payments 3,435.60 4,412.00 5,574.00 6,628.00 5,741.00 2,156.09 7,897.09
Changes from last year 22.88% 28.42% 26.34% 18.91% 19.15%
Enterprise - 590.00 1,083.00 1,112.00 795.00 416.50 1,211.50
Changes from last year 83.56% 2.68% 8.95%
Corporate and Others - 8.00 17.00 23.00 (40.00) (11.00) (51.00)
Changes from last year 112.50% 35.29%
Net Revenue 9,156.51 11,652.45 14,073.21 16,047.34 12,981.00 4,938.85 17,919.85
Growth Rate 4.92% 27.26% 20.77% 14.03% 11.67%
Net Revenue for Paypal 3,435.60 4,412.00 5,574.00 6,628.00 5,741.00 2,156.09 7,897.09
Net Revenue for Ebay 5,720.60 7,240.00 8,498.00 9,419.00 7,240.00 2,782.76 10,022.76
Cost of net revenue
Marketplaces 1,071.00 1,210.00 1,273.00 1,520.00 1,246.00 456.43 1,702.43
Changes from last year 18.70% 18.20% 17.20% 18.30% 19.20% 19.20% 19.20%
Payments 1,493.00 1,866.00 2,209.00 2,675.00 2,271.00 853.81 3,124.81
Changes from last year 43.50% 42.30% 39.60% 40.40% 39.60% 39.60% 39.60%
Enterprise - 374.00 696.00 821.00 612.00 320.71 932.71
Changes from last year 63.40% 64.20% 73.80% 77.00% 77.00% 77.00%
Corporate and Others - 11.00 38.00 20.00 3.00 1.00 4.00
Changes from last year 245.45% -47.37% -85.00% -66.67% 300.00%
Total cost of net revenue 2,564.00 3,461.00 4,216.00 5,036.00 4,132.00 1,631.95 5,763.95
Total gross Profit 6,592.51 8,191.45 9,857.21 11,011.34 8,849.00 3,306.90 12,155.90
Operating Expenses
Marketplaces 2,344.60 2,801.00 3,182.00 3,413.00 2,820.00 702.29 3,522.29
Changes from last year 19.47% 13.60% 7.26% 3.20%
Payments 1,220.60 1,568.00 2,006.00 2,365.00 2,110.00 631.17 2,741.17
Changes from last year 28.46% 27.93% 17.90% 15.91%
Enterprise - 133.00 259.00 200.00 167.00 33.95 200.95
Changes from last year 94.74% -22.78% 0.47%
Corporate and Others 973.00 1,316.00 1,521.00 1,662.00 1,299.00 371.36 1,670.36
Changes from last year 35.25% 15.58% 9.27% 0.50%
Total Operating Expenses 5,300.51 6,758.45 8,169.21 9,040.34 7,081.00 2,668.18 9,749.18
Growth Rate 10.64% 27.51% 20.87% 10.66% 7.84%
Operating Expenses for Paypal 1,220.60 1,568.00 2,006.00 2,365.00 2,110.00 631.17 2,741.17
Operating Expenses for Ebay 3,317.60 4,250.00 4,962.00 5,275.00 4,286.00 1,107.59 5,393.59
EBITDA 1,292.00 493.00 488.00 1,971.00 1,768.00 638.72 2,406.72
EBITDA for Paypal 722.00 978.00 1,359.00 1,588.00 1,360.00 671.11 2,031.11
EBITDA for Ebay 1,332.00 1,395.00 1,529.00 1,783.00 1,093.00 897.03 1,990.03
Appendix A-1 Historical Financials
35
Appendix A-2 Historical Financials
36
Appendix B-1 Projected Financials
37
Appendix B-2 Projected Financials
38
Appendix B-3 Projected Net Working Capital
39
Appendix C-WACC Calculation
40
Appendix D-1 Beta Estimate eBay
41
Appendix D-2 Beta PayPal

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EBay and PayPal Spinoff Pitch Book

  • 1. 1 eBay Inc. Spin Off Valuation December 12, 2014 Jessica Chen Yuxie Li Haodao Zhang
  • 2. 2 Agenda Home Products Inc. I. Executive Summary 3 II. Company Overview 5 III. Economic Outlook 8 IV. Industry Trends 11 V. Valuations 14 A. Discounted Cash Flow Analysis 15 B. Comparable Companies Analysis 19 VI. Transfer Pricing 24 VII. Comprehensive Conclusion 32 VIII. Appendix
  • 4. 4 Executive Summary Home Product Inc. • eBay is the world’s largest online marketplace with 149 active global users • eBay utilizes an Auction-Based sales mode, where individual users outbid each other • PayPal was launched as a money transfer service in 1999 • PayPal filed its IPO in early 2002 at $13 per share and raised over $61 Billion • PayPal now covers 2013 markets with 152 million active users using 100 currencies • In September 2014, eBay announced its decision to spin off PayPal to give PayPal more flexibility for future deal opportunities Introduction to eBay and PayPal • We provide two valuation methods—Discounted Cash Flow Analysis and Comparable Companies Analysis for each company after the spin off. Both results reconcile with each other • We conclude a valuation rage of 57B-65B for eBay and a valuation range of 40B-70B for PayPal Valuation for eBay and PayPal • We provide suggestions on the transfer pricing of all the 15 corporate services PayPal US provides to foreign Affiliates. • We also analyzed some benefits and risks of using Service Cost Method and Cost of Services profits method. Transfer Pricing
  • 6. 6 Company Overview Summary Home Products Inc. • Background: eBay was founded in 1995 by Pierre Omidyar. It provides online market places for the sale of goods and services to individuals and businesses • Products: eBay operates its business through 3 segments: Market Place, Payments and Enterprise • Geography: International operations with large presence in U.S, Germany and U.K Source:10-K Source: Seeking alpha
  • 7. 7 Key drivers Home Products Inc. Private Label 42% Branded Products 58% 1. Online Business mode: The complete online business mode help the company to gain a larger customer base and 2. Distribution channel and replacement effect: eBay uses the traditional distribution channel without disintermediation-they serve the customers use the existing distribution channels. 3.Information disclosure: One way eBay do to reduce the asymmetric information between buyers and sellers is to allow sellers to disclose as much information as possible, furthermore, they creates the chatting mechanism between sellers and buyers to reduce the misinterpretations. 4. Time Frame: eBay tailors its time frame of auctions to customers’ needs, so that they can attract more people to participate in the transactions. Source: FactSet
  • 9. 9 Positive growth opportunity for eBay • U.S. consumers benefits from global disinflation • Low interest rate can stimulus people’s consumptions • U.S consumers benefitting from stronger performance of U.S dollars • E-Commerce represents one of the most steady growth industry, with an average of 8% growth rate Economic Outlook Macroeconomic Overview Home Products Inc. Source: Forrester Inc.
  • 10. 10 Positive growth opportunity for PayPal • Payment terminals represent 7% of the payment methods • Low cost direct bank transfer, developer-friendly intergation, specialized digital software has is rising steady at 24.3% each year. • There are 1 trillion consumers shopping on the internet, represent a 20% annual growth Economic Outlook Macroeconomic Overview Source: MarketLine
  • 12. 12 Home Products Inc. Internet Retailer Industry Overview • Threats of new entrants are low. The industry has low of competitors including Amazon, Auction Universe, etc. • Threats of substitutes are low because of customer loyalty and the difficulty to attract customers from competitors • Suppliers bargaining power is low due to large amount of buyers on the internet • Buyers bargaining power is medium. Even though buyers seek for the low price products, their bargaining power is lower than eBay since eBay already provide lower than market price • Based on the analysis above, the industry competition is medium. Business Model Analysis
  • 13. 13 • PayPal represents approximately 10% of the total revenue of eBay • PayPal’s diminished competitive advantage as a standalone business and potential barriers in the merger and acquisition activities. • There is an increased in expectations for increased marketing investments and promotional activity in the challenging operations, which put pressure on the company profit margin Company Trend--Spin Off Company Trend Source: MarketLine
  • 15. 15 Valuation--eBay DCF Analysis Years 2014 Q4 E 2015 E 2016 E 2017 E 2018 E 2019 E 2020 E 2021 E 2022 E EBIT $373.35 $1,429.21 $1,804.08 $2,270.23 $2,711.40 $3,133.18 $3,555.48 $3,977.85 $4,392.43 Adjusted Tax (60.30) (230.82) (291.36) (366.64) (437.89) (506.01) (574.21) (642.42) (709.38) EBIAT 313.06 1,198.39 1,512.72 1,903.58 2,273.51 2,627.18 2,981.27 3,335.43 3,683.06 Plus: Depriciation & Amortization 523.68 992.09 1,103.30 1,312.06 1,508.35 1,722.49 1,958.57 2,220.48 2,509.11 Less: Capital Expenditure (221.49) (727.91) (733.40) (743.82) (759.28) (778.27) (801.20) (821.23) (838.09) Less: Change in NWC (48.41) (91.16) (59.90) (73.65) (136.78) (70.47) (58.26) (51.23) (46.07) Unlevered FCF 566.83 1,371.41 1,822.72 2,398.18 2,885.80 3,500.93 4,080.39 4,683.45 5,308.00 PV of FCF 556.45 1,250.39 1,543.49 1,886.12 2,107.93 2,375.08 2,570.98 2,740.74 2,884.94 Sum of PV of FCF $17,916.13 Inputs WACC 7.67% Perpetuity Growth Rate 2.00% Tax Rate 16.15% Assumptions: • The forecast perpetuity growth rate is 2%, which is align with GDP growth • The growth rate of EBIT from 2014-2019 was extracted from the FactSet sell-side forecast • Cost of Equity is 9.34%, Cost of Debt is 27.06%
  • 16. 16 Terminal Value Method Terminal Value $72,463.88 PV of Terminal Value 39,384.67 Implied Enterprise Value 57,300.80 Implied Enterprise Value Mid-Year Adjustment 59,457.80 Implied EBITDA Exit Multiple 8.3x Implied EBITDA Exit Multiple Mid-Year Adjustment 8.6x Enterprise Values Perpetual growth rate WACC $57,300.8 6.7% 7.2% 7.7% 8.2% 1.0% $61,341 $63,489 $63,489 $61,341 1.5% $65,729 $68,064 $68,064 $65,729 2.0% $70,499 $73,039 $73,039 $70,499 3.5% $75,689 $78,455 $78,455 $75,689 3.0% $81,342 $84,357 $84,357 $81,342 Enterprise Value Range: $57B-$73B Sanity Check: • Mid-year adjustment accounts for cash flow distributed evenly throughout the year • Implied Exit EBITDA multiple is close to industry average • Forecasted growth rates represent a bull case scenario Valuation--eBay DCF Analysis
  • 17. 17 Valuation--PayPal DCF Analysis Inputs WACC 6.68% Perpetuity Growth Rate 2.00% Tax Rate 16.15% Assumptions: • The forecast perpetuity growth rate is 2%, which is the same as eBay • The average growth rate of e-commerce industry from 2014 to 2019 is 5.9%. • Cost of Equity is 9.09%, Cost of Debt is 27.06% Years 2014 Q4 E 2015 E 2016 E 2017 E 2018 E 2019 E 2020 E 2021 E 2022 E EBIT $265.37 $1,644.80 $2,046.50 $2,458.86 $2,917.18 $3,387.50 $3,910.69$4,497.31 $5,156.34 Adjusted Tax (42.86) (265.64) (330.51) (397.11) (471.13) (547.08) (631.58) (726.32) (832.75) EBIAT 222.51 1,379.17 1,715.99 2,061.75 2,446.06 2,840.42 3,279.12 3,771.00 4,323.59 Plus: Depreciation & Amortization 405.75 869.59 1,048.17 1,179.68 1,383.71 1,641.43 1,962.61 2,360.08 2,853.16 Less: Capital Expenditure (168.99) (627.54) (696.57) (776.68) (869.88) (978.62) (1,105.84) (1,249.60) (1,412.04) Less: Change in NWC (105.37) (84.97) (149.39) (154.74) (60.49) (89.56) (106.53) (124.64) (142.84) Unlevered FCF 353.90 1,536.25 1,918.20 2,310.01 2,899.40 3,413.68 4,029.36 4,756.84 5,621.87 PV of FCF 348.22 1,416.96 1,658.45 1,872.15 2,202.67 2,430.97 2,689.73 2,976.51 3,297.50 Sum of PV of FCF $18,893.16
  • 18. 18 Terminal Value Method Terminal Value $72,463.88 PV of Terminal Value 42,503.62 Implied Enterprise Value 61,396.78 Implied Enterprise Value Mid-Year Adjustment 63,414.38 Implied EBITDA Exit Multiple 7.7x Implied EBITDA Exit Multiple Mid-Year Adjustment 7.9x Valuation--PayPal DCF Analysis Enterprise Values Perpetual growth rate WACC $61,396.8 5.7% 6.2% 6.7% 7.2% 1.0% $65,795 $68,136 $68,136 $65,795 1.5% $70,577 $73,123 $73,123 $70,577 2.0% $75,780 $78,552 $78,552 $75,780 3.5% $81,447 $84,468 $84,468 $81,447 3.0% $87,624 $90,921 $90,921 $87,624 Enterprise Value Range: $60B-$78B Sanity Check: • Mid-year adjustment accounts for cash flow distributed evenly throughout the year • Forecasted growth rates represent a bull case scenario • EBITDA Exit Multiple is align with eBay prediction
  • 19. 19 Comparable Company Analysis-eBay *Select Comparable Companies Based on Customer Base, Market Share, Key Financials and Industries Total LTM Debt/ Enterprise Total LTM Debt/EBITDA EBITDA EBIT Company Value ($M) Capitalization LTM FY1 FY2 LTM Margin Amazon.com Inc. (NasdaqGS:AMZN) $134,066.8 23.1% 0.8x $3,890.0 $7,983.5 $10,183.6 $98.0 0.1% Facebook, Inc. (NasdaqGS:FB) $204,595.3 1.3% 0.0x $6,052.0 $10,166.3 $13,484.3 $4,968.0 44.4% Alibaba Group Holding Limited (NYSE:BABA) $264,536.5 33.1% 2.2x $4,740.8 $6,466.3 $8,965.5 $4,294.2 42.1% Expedia Inc. (NasdaqGS:EXPE) $10,845.1 40.9% 2.2x $795.9 $1,205.5 $1,381.0 $606.9 10.9% Netflix, Inc. (NasdaqGS:NFLX) $19,380.8 34.3% 1.9x $472.5 $691.6 $1,051.1 $419.9 8.1% Nordstrom Inc. (NYSE:JWN) $17,441.8 57.9% 1.7x $1,823.0 $1,817.3 $1,963.8 $1,325.0 10.1% The Priceline Group Inc. (NasdaqGS:PCLN) $55,520.1 31.0% 1.2x $3,169.2 $4,034.7 $4,886.7 $2,995.8 36.8% TripAdvisor Inc. (NasdaqGS:TRIP) $10,499.3 24.2% 1.0x $337.8 $588.8 $753.0 $313.2 26.8% Macy's, Inc. (NYSE:M) $28,293.5 57.4% 1.9x $3,896.0 $3,875.8 $4,021.0 $2,867.0 10.3% eBay Inc. (NasdaqGS:EBAY) $68,688.4 27.7% 1.5x $1,990.0 $2,421.3 $2,907.4 $3,475.0 19.8%
  • 20. 20 Comparable Company Analysis-eBay Enterprise Value Range: $50B-$77B EV/EBITDA EV/EBIT EV/Revenue Company LTM FY1 FY2 LTM LTM FY1 Amazon.com Inc. (NasdaqGS:AMZN) 34.3x 21.8x 16.8x NM 1.6x 1.5x Facebook, Inc. (NasdaqGS:FB) 33.8x 25.2x 20.2x 41.2x 18.3x 16.5x Alibaba Group Holding Limited (NYSE:BABA) 56.2x 40.9x 29.5x 62.1x 25.6x 20.9x Expedia Inc. (NasdaqGS:EXPE) 13.7x 10.5x 9.0x 17.9x 2.0x 1.9x Netflix, Inc. (NasdaqGS:NFLX) 41.0x 34.9x 28.0x 46.2x 3.7x 3.5x Nordstrom Inc. (NYSE:JWN) 9.6x 9.6x 8.9x 13.2x 1.3x 1.3x The Priceline Group Inc. (NasdaqGS:PCLN) 17.5x 16.3x 13.8x 18.5x 6.8x 6.6x TripAdvisor Inc. (NasdaqGS:TRIP) 31.1x 22.8x 17.8x 33.5x 9.0x 8.5x Macy's, Inc. (NYSE:M) 7.3x 7.3x 7.0x 9.9x 1.0x 1.0x eBay Inc. (NasdaqGS:EBAY) 13.8x 11.9x 10.8x 19.8x 3.9x 3.8x Summary Statistics Low 7.3x 7.3x 7.0x 9.9x 1.0x 1.0x Mean 27.2x 21.0x 16.8x 30.3x 7.7x 6.9x Median 31.1x 21.8x 16.8x 26.0x 3.7x 3.5x High 56.2x 40.9x 29.5x 62.1x 25.6x 20.9x Implied Enterprise Value Low $54,062.5 $50,911.8 $48,772.9 $28,263.7 $37,084.2 $41,008.4 High $61,889.9 $52,784.2 $48,814.9 $32,951.7 $77,175.3 $79,803.2
  • 21. 21 Comparable Company Analysis-PayPal *Select Comparable Companies Based on Industry, Geographic, Forecast Revenue and EBITDA Enterprise Total LTM Debt/EBI TDA EBITDA EBIT REVENU E Company Value ($M) Capitali zation LTM FY1 FY2 LTM Margin LTM FY1 FY2 Alliance Data Systems Corporation (NYSE:ADS) $29,397.0 88.9% 8.1x $1,381.7 $1,909.1 $2,128.2 $1,135.7 22.9% $4,958.3 $6,542.5 $7,289.9 Fiserv, Inc. (NasdaqGS:FISV) $20,928.9 52.6% 2.6x $1,488.0 $1,758.8 $1,898.7 $1,190.0 23.7% $5,013.0 $5,302.8 $5,572.7 Discover Financial Services (NYSE:DFS) - 65.1% - - - - - - $7,225.0 $9,101.1 $9,624.8 MasterCard Incorporated (NYSE:MA) $95,428.2 18.6% 0.3x $5,411.0 $6,352.0 $7,275.5 $5,103.0 55.6% $9,183.0 $10,616.3 $11,738.8 Fidelity National Information Services, Inc. (NYSE:FIS) $22,543.4 43.0% 3.1x $1,605.5 $2,081.3 $2,237.6 $1,244.6 19.7% $6,305.3 $6,888.7 $7,295.6 Visa Inc. (NYSE:V) $159,368.0 - - $8,387.0 $9,623.6 $10,777.2 $8,150.0 64.2% $12,702.0 $13,911.9 $15,427.8 Paypal $2,031.1 $2,514.4 $3,094.7 $1,319.7 $7,897.1 $9,388.3 $11,068.0
  • 22. 22 Comparable Company Analysis-PayPal Enterprise Value Range: $40B-$68B EV/EBITDA EV/REVENU E Company FY2 LTM FY1 FY2 LTM FY1 FY2 Alliance Data Systems Corporation (NYSE:ADS) $7,289.9 21.3x 19.0x 15.4x 5.9x 5.5x 4.5x Fiserv, Inc. (NasdaqGS:FISV) $5,572.7 12.7x 12.7x 11.9x 4.2x 4.1x 4.0x Discover Financial Services (NYSE:DFS) $9,624.8 - - - - - - MasterCard Incorporated (NYSE:MA) $11,738.8 17.6x 17.1x 15.0x 10.4x 10.1x 9.0x Fidelity National Information Services, Inc. (NYSE:FIS) $7,295.6 14.0x 11.6x 10.8x 3.6x 3.5x 3.3x Visa Inc. (NYSE:V) $15,427.8 19.0x 16.6x 14.8x 12.5x 11.5x 10.3x Paypal $11,068.0 Summary Statistics Low 5,572.72 12.7x 11.6x 10.8x 3.6x 3.5x 3.3x Mean 9,491.62 16.9x 15.4x 13.6x 7.3x 6.9x 6.2x Median 8,460.23 17.6x 16.6x 14.8x 5.9x 5.5x 4.5x High 15,427.84 21.3x 19.0x 15.4x 12.5x 11.5x 10.3x Implied Enterprise Value Low $38,681.50 $42,050.42 $46,592.83 $52,011.46 $49,695.21 High $41,638.43 $45,770.22 $57,806.70 $65,230.25 $68,687.85
  • 23. 23 VI. Deliverables 2: Transfer Pricing Home Products Inc.
  • 24. 24 Transfer Pricing Transfer Pricing Overview S As a multinational business, PayPal is now operating in 203 markets and 26 currencies, which increases the importance of transfer pricing policies for PayPal. To maintain efficiencies in business, PayPal US need to provide various services to it’s subsidiaries around the world, using transfer pricing policy. The following slides will explain the transfer pricing policies for PayPal’s 9 international subsidiaries and 15 corporate services.
  • 25. 25 Transfer Pricing Transfer Pricing Policy I Since these services are Shareholder Activities or Duplicative Services, to costs will be incurred for PayPal Foreign Affiliates.
  • 26. 26 Transfer Pricing Transfer Pricing Policy II Determined by the business of different foreign affiliates. Determined by the amount of time working to help foreign affiliates Source: Exhibit 3 Using the median benchmark from Exhibit 3.
  • 27. 27 Transfer Pricing Transfer Pricing Policy II (Continued) These services, not matter common through industry or contribute to key competitive advantages could benefits the foreign affiliates. The key to allocate cost is determined by the benefits of different Corporate Services. For example, HR services costs depend on how many people the entity have and how many people the entity want. Source: Final Service Regulation
  • 28. 28 Transfer Pricing Policy II (Continued) Transfer Pricing Whether we could use SCM method depends on three rules: 1. Is it common across industry? 2. Is median comparable markup on total services transaction is less than or equal to 7%? 3. Is it some specific services? Source: Final Service Regulation
  • 29. 29 Transfer Pricing Services Cost Method (SMC) Analysis Services cost method allows entities to use only the total cost of the services as transfer prices. Here are the benefits and risks. Benefits of SMC Risks of SMC Companies could use the total costs of the services, without any markup, as transfer prices. Companies will be able to shift revenues from high-taxation counties to low-taxation countries to avoid significant amount of taxes (Shown in next slide). Source: Final Service Regulation Four requirements for SMC are difficult to meet altogether. It is likely failing to meet the four strict requirements which may result in a higher markup by governments.
  • 30. 30 Transfer Pricing How much we gain from using SMC in 2015? • Comparing SCM and Cost of Services Plus Method, the markup value is the difference. • The difference in markup value will provide PayPal tax shield (Indicated in the next slide) Source: KPMG Global Tax Table
  • 31. 31 Transfer Pricing How much we gain from using SMC in 2015? (Continued) • Comparing to SCM, Cost of Service Plus Method results in a higher revenue in PayPal US, and a lower cost of net revenues in foreign affiliates. • The difference between these two is the benefits from using SCM rather than Cost of Service Plus, which is $0.66 million.
  • 33. 33 Comprehensive Conclusion Valuation From DCF model, we estimate after spinoff, eBay has a EV range of 57B to 73B, and PayPal has a EV range of 60B to 78B From comparable analysis, we estimate eBay has a EV range of 34B to 65B, and PayPal has a EV range of 34B to 63B. Transfer Pricing Therefore, we conclude a EV range of 55B to 75B for eBay, and a EV range of 60B to 73B for PayPal Comparing SCM and CoSPM, there is significant amount of tax eBay could avoid using SCM. However, it might bear more risks From comparable analysis, we estimate eBay has a EV range of 50B to 77B, and PayPal has a EV range of 40B to 68B Out of 15 corporate services, 4 of them doesn’t apply to transfer pricing and 11 of 15 are eligible
  • 34. 34 Income Statement 2010 2011 2012 2013 2014 Q1-Q3 2014 Q4 E 2014E Segment Revenues Marketplaces $5,720.60 $6,642.00 $7,398.00 $8,284.00 $6,485.00 $2,377.26 $8,862.26 Changes from last year 7.73% 16.11% 11.38% 11.98% 6.98% Payments 3,435.60 4,412.00 5,574.00 6,628.00 5,741.00 2,156.09 7,897.09 Changes from last year 22.88% 28.42% 26.34% 18.91% 19.15% Enterprise - 590.00 1,083.00 1,112.00 795.00 416.50 1,211.50 Changes from last year 83.56% 2.68% 8.95% Corporate and Others - 8.00 17.00 23.00 (40.00) (11.00) (51.00) Changes from last year 112.50% 35.29% Net Revenue 9,156.51 11,652.45 14,073.21 16,047.34 12,981.00 4,938.85 17,919.85 Growth Rate 4.92% 27.26% 20.77% 14.03% 11.67% Net Revenue for Paypal 3,435.60 4,412.00 5,574.00 6,628.00 5,741.00 2,156.09 7,897.09 Net Revenue for Ebay 5,720.60 7,240.00 8,498.00 9,419.00 7,240.00 2,782.76 10,022.76 Cost of net revenue Marketplaces 1,071.00 1,210.00 1,273.00 1,520.00 1,246.00 456.43 1,702.43 Changes from last year 18.70% 18.20% 17.20% 18.30% 19.20% 19.20% 19.20% Payments 1,493.00 1,866.00 2,209.00 2,675.00 2,271.00 853.81 3,124.81 Changes from last year 43.50% 42.30% 39.60% 40.40% 39.60% 39.60% 39.60% Enterprise - 374.00 696.00 821.00 612.00 320.71 932.71 Changes from last year 63.40% 64.20% 73.80% 77.00% 77.00% 77.00% Corporate and Others - 11.00 38.00 20.00 3.00 1.00 4.00 Changes from last year 245.45% -47.37% -85.00% -66.67% 300.00% Total cost of net revenue 2,564.00 3,461.00 4,216.00 5,036.00 4,132.00 1,631.95 5,763.95 Total gross Profit 6,592.51 8,191.45 9,857.21 11,011.34 8,849.00 3,306.90 12,155.90 Operating Expenses Marketplaces 2,344.60 2,801.00 3,182.00 3,413.00 2,820.00 702.29 3,522.29 Changes from last year 19.47% 13.60% 7.26% 3.20% Payments 1,220.60 1,568.00 2,006.00 2,365.00 2,110.00 631.17 2,741.17 Changes from last year 28.46% 27.93% 17.90% 15.91% Enterprise - 133.00 259.00 200.00 167.00 33.95 200.95 Changes from last year 94.74% -22.78% 0.47% Corporate and Others 973.00 1,316.00 1,521.00 1,662.00 1,299.00 371.36 1,670.36 Changes from last year 35.25% 15.58% 9.27% 0.50% Total Operating Expenses 5,300.51 6,758.45 8,169.21 9,040.34 7,081.00 2,668.18 9,749.18 Growth Rate 10.64% 27.51% 20.87% 10.66% 7.84% Operating Expenses for Paypal 1,220.60 1,568.00 2,006.00 2,365.00 2,110.00 631.17 2,741.17 Operating Expenses for Ebay 3,317.60 4,250.00 4,962.00 5,275.00 4,286.00 1,107.59 5,393.59 EBITDA 1,292.00 493.00 488.00 1,971.00 1,768.00 638.72 2,406.72 EBITDA for Paypal 722.00 978.00 1,359.00 1,588.00 1,360.00 671.11 2,031.11 EBITDA for Ebay 1,332.00 1,395.00 1,529.00 1,783.00 1,093.00 897.03 1,990.03 Appendix A-1 Historical Financials
  • 38. 38 Appendix B-3 Projected Net Working Capital
  • 40. 40 Appendix D-1 Beta Estimate eBay