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Q3 2017 E-Commerce/Internet Retailing E-COMMERCE/INTERNET RETAILING Q3 2017 CONTACTS MERGER & ACQUISITION OVERVIEW Lisa Tolliver Due to the advantages e-commerce platforms are able to offer over traditional brick-and- Director mortar stores on price, convenience and product availability, websites are rapidly stealing (312) 674-4532 consumers from traditional retailers and leaving big box stores scrambling to keep up. [email protected] While some stores have had success building out their own e-commerce platform, many others are turning to acquisitions as a way to drive growth and compete with online Ted Polk behemoths like Amazon. Managing Director (312) 674-4531 Walmart, for example, spent $3.3 billion in August to acquire Jet.com, an online retailer [email protected] founded by former Amazon employees. Since then, the company has made at least four e-commerce acquisitions, including its June purchase of internet clothing brand Bonobos Parker Dwyer for $310 million. However, major superstores are not the only companies purchasing Associate online sellers in order to boost sales; M&A has been pervasive across the entire retail (312) 674-4533 industry. One notable example, PetSmart’s April acquisition of Chewy.com, a fast-growing [email protected] pet food and product site, represents the largest e-commerce acquisition to date at $3.35 billion. While many brick-and-mortar stores are expanding into e-commerce to complement their physical locations, some e-commerce sites are making moves to acquire physical stores in an effort to achieve the same sort of hybrid business model. In an attempt to reap some of the unique benefits of physical stores, Amazon recently spent $13.7 billion to acquire Whole Foods, representing its largest acquisition by a factor of more than ten. Amazon hopes to combine the grocery store’s 450+ locations with its existing delivery infrastructure to be able to deliver perishable food items, such as fresh produce, to most homes in the United States within an hour or two. As online grocery sales continue to grow, expected to comprise 20% of the market by 2025, we could see more acquisitions along the lines of the Amazon/Whole Foods transaction, where internet companies merge with physical stores to offer a full range of products and services. M&A Activity: : E-Commerce/Internet Retailing 400 375 BOSTON 310 297 300 CHICAGO 234 224 223 LONDON 200 176 154 168 LOS ANGELES NEW YORK 100 ORANGE COUNTY Number of Transactions 0 PHILADELPHIA 2010 2011 2012 2013 2014 2015 2016 YTD YTD SAN DIEGO 2016 2017 SILICON VALLEY YTD ended June 30 TAMPA Source: Mergermarket E-Commerce/Internet Retailing Q3 2017 INDUSTRY TRENDS & DRIVERS There are a number of trends and drivers that have significantly helped to shape and grow the E-Commerce/Internet Retailing Industry. Capstone has identified a few of these factors and has outlined them below. Number of mobile connections – The proliferation of mobile devices, including smartphones and tablets, has provided a significant opportunity for growth in the e-commerce industry, as consumers are able to quickly and conveniently shop on the go. Many of the major retailers, including Amazon, Walmart and Target, have introduced mobile platforms on which consumers can easily purchase items. During the five-year period to 2017, the number of mobile internet connections grew at an annualized rate of 14.0%, and growth is expected to remain high in the near future. Rising competition – Technical barriers to entry and initial capital costs for the e-commerce space are relatively low, and in recent years they have been further reduced. The emergence of companies like Squarespace and Shopify, third-party software tools that provide templates and themes to build a website, has eliminated the requirement for web development skills and allowed new retailers to build their own e- commerce platform with ease. These services are reflected in the industry’s recent growth, as the number of players in the e-commerce market is expected to increase at an annualized rate of 12.3% over the five years to 2017, reaching 155,463 companies. Specialty and new online retailers – While few companies are able to offer a full, comprehensive marketplace that can rival the likes of Amazon or Walmart, many have found success selling niche products for specific consumer segments. Etsy, for example, serves as an expansive marketplace for handmade, vintage and unique items. The rise in consumer demand for e-commerce has also allowed for new forms of online retailing, such as social commerce. Examples of social commerce companies include Groupon and LivingSocial, which sell discounted products through group participation, encouraging word-of-mouth promotion and achieving high levels of customer engagement. Subscription box services are another example of a sector that has emerged within the e-commerce space as a number of websites, including Birchbox and BarkBox, send consumers weekly or monthly products to sample Advances in technology – Technological advancements in recent years have allowed e-commerce companies to produce a better product at a lower cost. New technology has significantly improved worker productivity, as wages as a percentage of total revenue have declined from 5.7% in 2012 to an estimated 4.9% in 2017. Warehouse Management Systems (WMS), for example, improve efficiency by determining the best routes for workers to take in picking products for warehouse operations. Technological innovation is also becoming available to consumers, as major companies are investing heavily in artificial intelligence in order to enhance the shopping experience. Many online retailers are using the technology to forecast consumer behavior and sometimes act as a personal shopping assistant. In the future, large companies with greater investment in this technology may squeeze out smaller competitors who fail to keep up. Capstone Partners LLC 2 E-Commerce/Internet Retailing Q3 2017 Buyer Profile: Wal-Mart Stores, Inc. Buyer Type: Strategic FY2016 Revenue: $482.1 billion Ownership: Publicly Traded (NYSE: WMT) Transactions in past year: 5 Headquarters: Bentonville, AR Acquisition Strategy: Expand online presence and customer base Acquisitions: Bonobos, Inc., June 2017, $310 million Bonobos is a high-end online men’s clothing brand. Walmart will use its subsidiary, Jet.com, to allow Bonobos to sell to a wider audience online. The acquisition is the latest in a string of moves Walmart has made in order to compete in the online apparel market, where it has been dominated by Amazon in recent years. Marc Lore, President & CEO of Walmart US E-Commerce, commented, “Adding innovators like Andy [Dunn, Founder & CEO of Bonobos] will continuetohelpusshapethe future of Walmart, and the future of retail. I’m thrilled to welcome Andy andtheentireBonobos team. They’ve created an amazing product and customer experience, and that will not change. In fact, Andy will be a great influence on the company, especially in leading our collection of exclusive brands offered online.” ModCloth, Inc., March 2017, $50-75 million ModCloth is an online specialty retailer of unique women’s fashion and accessories. It has used a fun and expressive style and a tight customer community to build a strong millennial customer base. Walmart is hoping ModCloth, which will continue to operate as a standalone and complementary brand to Walmart’s other e-commerce sites, will expand Jet.com’s, and subsequently Walmart’s, customer base. Moosejaw, February 2017, $51 million Moosejaw is a retailer of apparel, footwear, and accessories for sports and outdoor recreation. The company operates ten physical stores but is heavily focused on e-commerce,whichworkswellwith Walmart’s acquisition strategy. Like ModCloth, Moosejaw has a strong millennial customer base that Walmart hopes to absorb. The Moosejaw acquisition demonstrates Walmart’s persistent effort to gain footing in the online apparel market to compete with Amazon. ShoeBuy, January 2017, $70 million ShoeBuy, purchased through Walmart’s subsidiary Jet.com, is an online retailer of footwear and apparel. The acquisition allows Walmart to compete with Amazon, which owns 26% of the online shoe sales market, due largely to its 2009, $1 billion acquisition of Zappos. ShoeBuy suppliers are now able to sell their products on Jet.com, expanding the company’s product offering and customer base. Description: Wal-Mart Stores, Inc. operates retail stores in various formats across the world. Founded in 1945, in Bentonville, Arkansas, the firm operates through three segments: WalmartUS,WalmartInternational, and Sam’s Club. Through its successful operation and management of discount stores, supermarkets, supercenters, home improvement stores, apparel stores, and retail websites, Wal-Mart has proven to be an elite Fortune 500 company. Walmart possesses an immense product offering that includes but is not limited to: grocery products, health and wellness products, pharmacy services, household chemicals, electronics, and more. Currently, there are over 11,700 brick-and-mortar locations under 59 banners in 28 countries, as well as e-commerce websites in 11 countries. Capstone Partners LLC 3 E-Commerce/Internet Retailing Q3 2017 NOTABLE TRANSACTIONS Several notable transactions have already been completed or announced in the E-Commerce/Internet retailing Industry through the latter part of Q2 and former part of Q3 2017. Select transactions are outlined below, followed by a comprehensive list on the following table. QVC acquires Home Shopping Network (July 2017) – On July 6, Liberty Interactive, QVC’s corporate owner, announced a deal to acquire longtime rival Home Shopping Network for approximately $2.1 billion. The combined company will include flash-sale website Zulily, which QVC spent $2.4 billion to acquire in 2015, and HSN’s Cornerstone division, comprised of several leading online home retail brands including Ballard Designs and Frontgate. It will also have annual revenue of $14 billion, of which roughly half comes from e-commerce, making it the third largest e-commerce company in North America after Amazon and Walmart.
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