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EBay considering PayPal spinoff: reportF


@pierrelebel wrote:

" no issued preferred shares."

 

You find very few preferred shares in the USA as they have no tax advantage.

  


I wasn't aware that the US was different from Canada in this regard. 

 

However, I am familiar with the rest, having spent many years preparing shareholder agreements and setting up the paperwork for corporations in Canada for a number of corporate/commercial law firms in BC.  It was usual for many of those Canadian companies to have more than one class of preferred share, as you probably know.  Which is why the absence of preferred shares on the eBay balance sheet seemed odd.  Wrong assumption!

Message 21 of 27
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EBay considering PayPal spinoff: reportF

" It was usual for many of those Canadian companies to have more than one class of preferred share, as you probably know. "

 

In addition to large public corporations, many small Canadian corporations use preferred shares in their capital structure. 

 

It is not unusual to find the common shares divided equally between husband and wife (for example) while the preferred shares (often having the majority of votes) will be held by the spouse who has put the money in the business.  Works great for estate planning.

 

This structure allows the spouses to eventually share equally over the years into the profit by paying dividends on the common shares or at time of disposition of the business.  Or it may make it easier to attract outside partners who may participate in profits while the original owner keeps control through preferred shares.

 

Been there, done that, still wear the t-shirt!  Smiley Happy

 

Now, sometimes you find preferred shares in large American companies wishing to attract capital without losing voting control.  For example Warren Buffett is investing three billion dollars in preferred shares (yield 9%) in the new venture which will create the merger of Tim Hortons and Burger King.  Buffett does not care about votes in this instances, his interest is to make money.  By issuing preferred shares instead on notes or bonds, the company maintains a stronger balance sheet and earns a better credit rating since preferred shares are "equity" while bonds or notes would be considered "liabilities". 

 

http://www.bloomberg.com/news/2014-08-26/buffett-to-help-finance-burger-king-tax-saving-deal.html?cm...

 

In the case of eBay, it is different as eBay does not need to raise any additional capital.  On the contrary.  eBay is using excess cash to repurchase shares outstanding.  This prevents dilution for shareholders since a huge number of new eBay shares are issued every year to management and employees under their stock option plan.

Message 22 of 27
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EBay considering PayPal spinoff: reportF


@pierrelebel wrote:

 

In the case of eBay, it is different as eBay does not need to raise any additional capital. 


They may not "need" to but they just issued B$3.5 in bonds a month ago.

 

http://online.wsj.com/articles/ebay-to-raise-3-5-billion-in-debt-offering-1406173866



"What else could I do? I had no trade so I became a peddler" - Lazarus Greenberg 1915
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Message 23 of 27
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EBay considering PayPal spinoff: reportF


@recped wrote:


They may not "need" to but they just issued B$3.5 in bonds a month ago.

 

http://online.wsj.com/articles/ebay-to-raise-3-5-billion-in-debt-offering-1406173866


LOL -- I see that even the venerable Wall Street Journal has jumped on the bandwagon with offering only "teasers" of their stories unless you purchase an online subscription.  At least I was able to read the first sentence and half of the second. 

 

It seems odd that eBay should be doing this at a time when, as Pierre says, they are buying up shares.  If they're moving a lot of money from overseas as well, they must need the cash to pay the hefty taxes involved in repatriating all that dough.  Not terribly reassuring. 

 

Perhaps it's not a coincidence then that the WSJ story coincides with the reports of the Paypal "spin-off".  It just seems to me that when things like this start popping up in the media, there are more rumblings under the surface than outsiders are ever aware.  I hope eBay isn't about to completely devolve. 

Message 24 of 27
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EBay considering PayPal spinoff: reportF

"It seems odd that eBay should be doing this at a time when, as Pierre says, they are buying up shares."

 

Not odd really.

 

They borrow money.  The interest is tax deductible.  They use some of the money to repurchase shares increasing their "profit per share" in the process since the profits are divided by a smaller number of shares outstanding while avoiding the dilution caused by stock options granted employees and managers.

 

WIN WIN all around except for the taxman.

 

Apple did something similar a while back borrowing billions in the USA (interest tax deductible) to pay dividends to its shareholders instead of repatriating money from overseas (that would cost tax money!).  These guys have an army of tax experts (accountants and lawyers) well paid to save them money and increase net profits for shareholders.  Sometimes it does not seem to make business sense but... it is all about profit for the shareholders.

 

I wish we all had access to the same talent!

Message 25 of 27
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EBay considering PayPal spinoff: reportF


@pierrelebel wrote:

"Sometimes it does not seem to make business sense but... it is all about profit for the shareholders."

 


Where eBay is concerned, that approach seems to me to be at the cost of focusing on the services being provided to users (who are actually paying for the profits).

Message 26 of 27
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EBay considering PayPal spinoff: reportF

"to be at the cost of focusing on the services being provided to users "

 

Quite true.

 

Look around.  We see the same thing with all major banks, telecommunication suppliers, cable, utilities, etc...

 

For the "big guys", it is all about profit these days, unfortunately.

Message 27 of 27
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