Will Etsy Be Able to Find a Buyer at the Right Price?

It might have been a while since there was great news out of Etsy Inc. (NASDAQ: ETSY), but nothing lasts forever. Two private equity firms now have taken large stakes in the online crafts and vintage goods seller. The big news is that this may lead to pushing the company to get acquired.

One new holder is TPG Group, which has a 4.3% stake. The other group was Dragoneer Investment Group, with a 3.7% stake. Filings from both companies signaled that they are asking Etsy to engage in discussions regarding strategic alternatives. That is Wall Street code for “go sell yourself.”

The problem here is that Etsy is already under new leadership after a disappointing earnings report. A firm called Black-and-White Capital owns about 2% of Etsy, and it already had released a letter criticizing the company.

Despite revenues rising 18% to $96.9 million, the company posted a small loss rather than a gain as its operating expenses were up 36% to $64.3 million. Cutting about 80 positions to save on operating costs will not take effect until  future quarters.

Etsy released a statement on Monday evening after the 13D filings were made public. The company said that it “values constructive engagement with its shareholders and is focused on maximizing value for all shareholders.”

The 13D filing from TPG said:

TPG, together with the Dragoneer Entities, looks forward to engaging with the company, its employees and the broader Etsy community of artists and entrepreneurs to plan and build for Etsy’s long-term future.

The Reporting Persons acquired the TPG VII Shares on the belief that they were undervalued at the time of purchase. The Reporting Group has contacted representatives of Etsy to offer to engage in discussions regarding strategic alternatives. The Reporting Persons intend to review their investment in Etsy on a continuing basis and during such time offer to engage in further discussions with management and Etsy’s board of directors, other holders of Common Stock, financing sources and other relevant parties, such as other industry participants. The Reporting Persons may engage in discussions or take other actions concerning the business, operations, assets, governance, strategy and future plans of Etsy, which discussions or actions may include proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons, in connection with any such discussions with Etsy, may enter into one or more confidentiality agreements and may enter into voting agreements, or other similar agreements with the purpose or effect of facilitating such actions. The Reporting Persons may also increase their ownership position in Etsy, including by purchasing additional shares of Common Stock or other securities directly from Etsy or in open market or privately negotiated transactions. The Reporting Persons may change their plans or proposals in the future, including by disengaging from any dialogue with Etsy (whether the Reporting Persons remain equity holders of Etsy or otherwise) or decreasing their ownership position in Etsy.

Josh Silverman, CEO of Etsy, said in response to the filings:

Since my appointment as CEO two weeks ago, I have gained an even greater appreciation for all that Etsy has accomplished over the past twelve years and its potential for growth and value creation. One of the most challenging things to do in a marketplace business is create a differentiated value proposition for buyers that provides a unique opportunity for sellers. Etsy has done just that, creating a strong technology platform and cultivating powerful loyalty driven by a robust seller community and 45 million listings.

We are now reviewing our strategic and operational plans to ensure Etsy is focused on the most value-enhancing near- and long-term opportunities. We will prudently invest in areas that will deliver the greatest returns. At the same time, we see significant opportunities to scale our marketplace business model and drive efficiencies. In everything we do, we will strive for operational excellence and focused execution. I am encouraged by what I have seen and heard from our employees, sellers, buyers, and shareholders. I’m excited to build on Etsy’s solid foundation while increasing our focus on areas where we can do better. We look forward to providing a­dditional details when our review is completed.

Fred Wilson, chair of the board of directors of Etsy said:

Consistent with its fiduciary duty, the Board will carefully consider all options to enhance shareholder value, following Etsy’s review of its strategic and operational plans. Etsy is a great company and we are confident in the ability of our strong new leadership team to unlock the significant value inherent in the business.

Etsy shares were last seen trading up 18.9% at $13.46 on Tuesday morning, after having closed at $11.32 on Monday. After about an hour of trading, its trading volume of 5.9 million shares already surpassed twice full average day’s worth of trading volume of 2.54 million shares.

Etsy has a consensus analyst price target from the Thomson Reuters sell-side community of $11.98, and it has a 52-week trading range of $8.11 to $16.05. Its market cap, even after the 18% pop higher, is just slightly less than $1.6 billion.

Etsy shares were briefly above $25 after coming public in the first half of 2015.

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