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Confirmed: Walmart buys Jet.com for $3B in cash

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Re: Confirmed: Walmart buys Jet.com for $3B in cash

#231

What's the likely scenarios for an employee whose been there for 2 years, an employee whose been there for 1 year, and an employee whose been there for 6 months? If we assume 1 year cliff on options.

Very much napkin math, take with salt: $3b purchase price + $300m in Walmart options The company raised $500-800m at at least a $1b valuation, no idea on later round(s), seem less reported, maybe a downish round? Investor liquidation preference guarantees investors get their money back 1x or 2x or 3x or whatever (assuming they don't lose all of it). So if they raised at a $1b valuation, sell for $3b, a 2x preference…

If the employees/common share holders are splitting say $1B, an employee's 1% is actually much more. It wouldn't be surprising to think the investor's preferred shares were ~50% of the equity or more, leaving the common shares with the remaining 50%. That employee's 1% is actually 2% of the remaining, so ~$20M using the numbers above.

Re: Confirmed: Walmart buys Jet.com for $3B in cash

#232
Call me a sceptic but a hail-mary acquisition of this kind is not going to save Walmart.

Amazon is built through and through as a tech company. The people running it all have tech backgrounds so they're all able to get behind the Bezos vision of automation and scale trumping all.

To give you an idea of how savvy the management of Amazon are, I heard rumours that Diego Piacentini (Bezos' lieutenant managing the retail business) was known to roll out his own SQL queries. My own head of the team, who was a more conventional "retail guy", barely knew how to use excel and had chiefly gotten to where he was by politics and tenureship, despite being younger than Diego. Whether it is true or not, it gives an idea of the mindset and skillset valued at the top of Amazon.

Now I'm almost certainly biased given that I've worked for Amazon and not for Walmart, but I'd be willing to bet that Walmart has more of the latter "old school" types than CS folks looking to solve new fields. And to me, that says that the odds are tipped against this integration being successful as catching up with a tech company would require an overhaul of Walmarts entire infrastructure and culture. Not to mention that Walmart are at the mercy of their shareholders, whilst Bezos is still majority shareholder.

Re: Confirmed: Walmart buys Jet.com for $3B in cash

#233

Jet.com is a big user of the F# language. Will be interesting if they get Walmart on board too.

Very cool to see a startup built on .NET and Azure sell for $3B!

Some additional info on tech stack:

https://tech.jet.com/blog/2016/02-05-jet-engine-built-2015/

http://hanselminutes.com/494/jetcom-scales-with-azure-f-and-...

Disclaimer: Microsoft employee, Nazgûl

Re: Confirmed: Walmart buys Jet.com for $3B in cash

#234

I figured out what is going on here. Walmart thinks to themselves "we want to be like amazon, we want to be huge online" and then jet comes along and is something of an almost competitor to amazon, so corporate thinks "oh we should snap this up" but...my gut reaction here is this is going to be a terrible deal for walmart, what are they going to do, keep dumping $500M/yr for it at a loss or what? Pretty desperate, bu…

Walmart has something Jet.com needs: one of the world's most advanced product delivery systems. Every Wal-Mart store is a distribution center waiting to happen. They are enormous and they are everywhere. Jet.com has something Wal-Mart can use to rocket its online presence forward: advanced online infrastructure, patents, a wealth of technology experts, and users. Together, Wal-Mart can beat Amazon at its own game by…

jet.com has no:

- reviews of products

- no customer q&a section

- no 3rd party seller ratings

These are rather basic features in an ecommerce site. So no, I don't think the guys from jet.com are experts at all.

Re: Confirmed: Walmart buys Jet.com for $3B in cash

#235
post #89

Earlier quoted context omitted.

Why would this violate? They are giving a reward, no value implied or stated.

In general, the unregistered "general solicitation" for the purchase of securities is prohibited. You can't go on TV and ask people to buy your stock in exchange for money unless you have registered to do so--an IPO or subsequent S1. Stock is certainly a security. Stock options are just call options of a security, and also a security. Obviously there is some (future, conditional) value implied since it's a reward. It…

I think the traded for something angle is key here. And, of course, SEC is generally happy when consumers benefit, and fines when they don't.

But, I would think a line of defense would be that participants knew they wouldn't necessarily get anything for participating and presumably agreed to that in contest terms. At that point, the contest is just a giveaway -- and you can, in fact, give away stock.

Re: Confirmed: Walmart buys Jet.com for $3B in cash

#236
post #178

Jet.com ran a contest where they gave 100,000 shares as the top prize for the most signup referrals. This Guy is probably one happy guy right now. He spent $18k and the value of those stocks are probably worth in the millions. http://www.businessinsider.com/jet-insiders-referral-program...

The last $350 million round @ a $1.6 billion valuation priced common shares @ $5/share implying ~ 320 million common shares (napkin math ignoring a bunch of other variables). 100,000 options would represent .03125% of the company. Assuming the strike price was at least $500 million (maybe more), that's a gain of $781,250, or ~ 43x on his initial $18k investment. A great angel investment for sure, but perhaps not mill…

Why are you assuming the strike price is $500MM (not to mention this is the price of the company, not the strike of the option)? The strike price is what the stock is worth in terms of GAAP accounting, not what a VC is willing to buy X% of the company for (if I offer you $1 for x% of your company, is the company now necessarily worth $1/x?)

Re: Confirmed: Walmart buys Jet.com for $3B in cash

#237
post #236
post #178

Earlier quoted context omitted.

The last $350 million round @ a $1.6 billion valuation priced common shares @ $5/share implying ~ 320 million common shares (napkin math ignoring a bunch of other variables). 100,000 options would represent .03125% of the company. Assuming the strike price was at least $500 million (maybe more), that's a gain of $781,250, or ~ 43x on his initial $18k investment. A great angel investment for sure, but perhaps not mill…

Why are you assuming the strike price is $500MM (not to mention this is the price of the company, not the strike of the option)? The strike price is what the stock is worth in terms of GAAP accounting, not what a VC is willing to buy X% of the company for (if I offer you $1 for x% of your company, is the company now necessarily worth $1/x?)

Companies of that size will typically have biannual 409(a) valuations done by professional valuation firms in order to establish the ''fair market value'' of common stock. This value becomes the strike price for employee options. Usually this is done for tax purposes, so that the IRS doesn't come in later and accuse you of under-pricing. In my experience common stock is valued around a 30-70% discount to the latest preferred stock (but can fluctuate on a case by case basis), with greater discounts seen in small companies (''we could go bankrupt at any time'') and lesser discounts seen in more mature companies (''we're going to IPO for billions we're just not sure if there will be a 2 or a 10 in front''). In the case of Jet, I'm just guessing at the fair market value at the time the award was made based on the published investment round valuations.

>

Great point. Secondary market transactions have to be included in the 409(a) valuation analysis and this caused a lot of problems for companies like Facebook who had active secondary markets (with rising prices) even as they tried to keep option strike prices low to recruit new employees. I am not an expert but I think the short answer is that if you buy $1 worth of stock then it can be ignored as a non-material transaction but if you buy $1 million then it has to be scrutinized along with all similar transactions which would be collectively factored into the formula for ''fair market value''.

Another minor point - when calculating return in this case, you have to adjust for the fact that this guy ''invested'' $18k but wasn't able to count that money towards his basis in the stock or realize long-term capital gains treatment the way a typical angel investor would have. This means he will likely pay an extra 20% in Federal taxes, which lowers his LTCG-adjusted psuedo-angel-investment return a bit further.

Re: Confirmed: Walmart buys Jet.com for $3B in cash

#238
post #151

Earlier quoted context omitted.

https://jet.com/about-us - the photos shows there is a small army for Indians in Jet too. So do the "few smart people left here" want to jump over Jet now ?

We have close to 2,000 of them, and maybe 100-200 I would consider proficient in any type of technical role. There was a massive push to hire as many developers as possible, so recruiting extended offers to everyone that applied. Senior engineers who have no degree or have ever worked at a tech company before. I have no problem working with people who are capable of doing the work we need them to do.

Seems unlikely that America would import "no degree" Indians to work in tech

Re: Confirmed: Walmart buys Jet.com for $3B in cash

#239
post #143

Earlier quoted context omitted.

CA state income tax goes up to 13.3% (for >$1 million), it's 12.3% on taxable income of $526,444 up to the $1m threshold. There's also the ACA medicare tax of 3.8% on investment income (which applies to employee options) which kicks in if AGI is >$250k for Married Filing Jointly, >$125k for a single person. You can itemize and deduct state taxes paid (for now - some proposals to weaken or eliminate this), which cuts…

Great summary, one caveat: You often won't see full deductibility of your state income tax because between state income tax, property tax, mortgage interest and/or childcare, you find yourself subject to the AMT. I would also like the ability to do something similar to the way a business can depreciate an asset over time. How about the opposite: IRS tells us how many years you can spread an _appreciation_ out over. C…

Good point. AMT has caused no end of heartburn around Silicon Valley and everybody should be familiar with it.

One of the two major Presidential candidates (who shall remain nameless) has proposed capping itemized deductions at 28%. I think this idea is more or less a bipartisan compromise acknowledging the political impossibility of eliminating specific deduction categories (e.g. mortgage interest, health care expenses, property taxes, state income taxes), each of which has a very loud and vocal special interest lobby. If passed this would be an effective tax hike felt very acutely by option holders of acquired companies resident in high state income tax States (in other words, entrepreneurs in Silicon Valley and New York).

Re: Confirmed: Walmart buys Jet.com for $3B in cash

#240
post #225

Earlier quoted context omitted.

A public company like Walmart, there's some people doing some math here. http://www.zdnet.com/article/yahoo-reports-another-big-loss-... Yahoo also reported that it's writing down $482 million in charges related to the declining value of Tumblr, the social-blogging service that Yahoo acquired for $1.1 billion in 2013. http://www.theverge.com/2015/7/8/8910999/microsoft-job-cuts-... and the company is writing off $7.6…

My own observation is that the bets hardly ever pay off. Microsoft/Nokia is a great example but there are plenty of others. Maybe it's just confirmation bias, but I have trouble thinking of one counter example.

NeXt. Paypal. iTunes. Maybe Skype
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