Private equity firms with a stake in the online marketplace are offering to help Etsy determine its options.

(Bloomberg Gadfly)—Etsy, the online marketplace for everything from wedding decorations to personalized baby onesies, could soon be listing itself for sale.

Late Monday, private equity firms TPG and Dragoneer Investment Group disclosed a combined 8% stake in Etsy and said they had offered to help the company figure out its strategic alternatives. On Tuesday, Etsy’s shares jumped more than 23% as the Brooklyn-based company said it would “carefully consider” all options to improve shareholder value.

Etsy is No. 22 in the Internet Retailer 2017 Top 500 with $2.84 billion in web sales in 2016, according to data.

With Dragoneer in tow, TPG’s private equity arm has taken a toehold stake in Etsy, which involves buying shares in undervalued public companies with a view to nudging management toward a buyout or, at the least, operational and other improvements. Kind of like an activist, but different.

Firms such as Apollo Global Management LLC and KKR & Co. have set aside cash within their multibillion-dollar buyout funds for this strategy. I’ve been skeptical about it, mainly because—with the exception of some technology-focused firms—most practitioners haven’t been hugely successful in transitioning toehold stakes into deals of their own. Plus, undervalued public companies usually get pretty well picked-over by activists:


In the case of Etsy, Black-and-White Capital LP has already urged it to consider options including a sale and cutting “bloated” costs. And although this could be one situation where a toehold stake is an effective deal-sourcing tool, any buyout offer by TPG and Dragoneer could be trumped by other retailers.

There are some motivated strategic buyers out there—though let’s go ahead and shoot down any misplaced suspicion that Inc., No. 1 in the Internet Retailer 2017 Top 500, could be one of them. It won’t. As Gadfly has extensively written, Amazon isn’t interested in the role of corporate savior. The same goes for Chinese market behemoth Alibaba Group Holding Ltd. and Facebook Inc., though it’s tough to rule anything out, considering both have humongous cash piles.

A likelier buyer is Wal-Mart Stores Inc. (No. 3 in the Top 500), especially considering its recent track record of reaching into the bargain bin for downbeat e-commerce retailers as it tries to bolster its own online sales. Etsy would also fit into Walmart’s growing marketplace strategy. But its $1.6 billion price tag is higher than most of Walmart’s recent deals, including its $75 million purchase of Modcloth. (Still, it’s much less than the $3.3 billion it shelled out for

Other potential suitors include arts-and-crafts specialty retailer Michaels Cos. and party-supplies store Party City Holdco Inc. (No. 236). Both could both benefit from adding a new online customer base to their primarily brick-and-mortar sales.

Then there’s the most logical buyer of all: online marketplace ebay Inc., which needs an acquisition to turbocharge its sales. The company can afford to pay a 30% premium over Etsy’s closing price Monday and still have a deal be accretive to its fiscal 2018 earnings, assuming at least $10 million in synergies, according to data compiled by Bloomberg.


Etsy itself would likely thrive with the additional resources of a larger organization. Monness, Crespi, Hardt & Co. Inc. analyst James Cakmak reckons that, in such a scenario, Etsy should be able to deliver an Ebitda margin of 40% or more.

At roughly 61 times its estimated fiscal 2018 earnings or 17.4 times its forward Ebitda, Etsy isn’t cheap and financial buyers like TPG aren’t known for paying top dollar. But unlike other corners of retail, Etsy is growing and has a fiercely loyal following. For a buyer in the industry, that may make it worth the price.

—With assistance from Shelly Banjo.

This column does not necessarily reflect the opinion of Bloomberg LP and its owners.