SEC Company Response from EBAY INC (EBAY) (CIK 0001065088) (EBAY) — Apr 17, 2015
EBAY INC (EBAY) (CIK 0001065088)
Date: April 17, 2015 · CIK: 0001065088 · Accession: 0001193125-15-136205
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-24821, 001-36859
Letter
Division of Corporate Finance eBay Inc. Annual Report on Form 10-K for Fiscal Year Ended December 31, 2014 Filed February 6, 2015 File No. 000-24821
Dear Ms. Ransom:
On behalf of our clients, eBay Inc. (“eBay”), a Delaware corporation, and PayPal Holdings, Inc. (“PayPal,” and, together with eBay, the “Companies”), a Delaware corporation
Ms. Mara L. Ransom
U.S. Securities and Exchange Commission
April 9, 2015
Page
and a wholly owned subsidiary of eBay, we are providing the Companies’ responses to the comments of the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) set forth in your letter, dated March 27, 2015, with respect to eBay’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and PayPal’s Registration Statement on Form 10 (File No. 001-36859) (the “Registration Statement”).
This letter and Amendment No. 1 (“Amendment No. 1”) to the Registration Statement are being filed electronically via the EDGAR system today. In addition to the EDGAR filing, we are delivering a hard copy of this letter, along with six copies of Amendment No. 1 marked to indicate changes from the version of the Registration Statement filed on February 25, 2015.
For the Staff’s convenience, the text of the Staff’s comments is set forth below in bold, followed in each case by PayPal’s or eBay’s response. Terms not otherwise defined in this letter shall have the meanings set forth in Amendment No. 1 or in eBay’s Annual Report on Form 10-K, as applicable. All references to page numbers in these responses are to the pages of the information statement filed as Exhibit 99.1 (the “Information Statement”) in the marked version of Amendment No. 1.
PayPal Holdings, Inc. Form 10-12B
Information Statement Summary, page 7
1. We note your disclosure in this section that 2014 TPV was approximately $235 billion. However, we also note your disclosure on page 6 of eBay Inc.’s 2014 Form 10-K report that TPV for the payments segment was $227.9 billion. Please reconcile these amounts.
Response: As further described in the response to Comment 26 below, eBay has historically excluded certain intercompany transactions from its payments segment revenue as presented in its periodic filings with the Commission. As a result, eBay has also historically excluded the payment volume related to those transactions from the measurement of TPV for the payments segment in its periodic filings. The intercompany transactions represent activity in eBay marketplaces-owned PayPal accounts. Substantially all of the incremental TPV presented on page 8 of the Information Statement relates to these intercompany transactions.
Ms. Mara L. Ransom
U.S. Securities and Exchange Commission
April 9, 2015
Page
2. You make several references to the number of markets you serve, such as in the first sentence of the second paragraph under this sub-heading. Please revise to define the term “market.”
Response: PayPal acknowledges the Staff’s comment and has revised the Information Statement on pages 7 and 55 to include a definition of the term “market.”
Summary Historical and Unaudited Pro Forma Condensed Combined Financial Data, page
3. When the information is available, please revise to disclose pro forma earnings per share for the most recent annual period and any subsequent interim period as we believe this is an important metric for your investors. In doing so, please provide a footnote explaining why you do not present earnings per share for the historical periods.
Response: PayPal acknowledges the Staff’s comment and advises that once its estimated share count has been determined, PayPal will revise the “Summary Historical and Unaudited Pro Forma Condensed Combined Financial Data” section of the Information Statement to include pro forma earnings per share data for the most recent annual period and any subsequent interim period.
PayPal also acknowledges that ASC 260-10-15-2 requires the presentation of earnings per share (“EPS”) for all public entities that have issued common stock or potential common stock. However, PayPal is unable to calculate historical basic and diluted EPS prior to the distribution because the financial information included in the Information Statement has been prepared on a combined basis. It is PayPal’s view that the financial statements in the Information Statement have not been prepared for a separate legal entity that had share capital throughout the historical periods presented, and, accordingly, EPS has not been presented for these periods. PayPal believes this presentation meets the objective of measuring the performance of PayPal in a way that gives meaningful information to investors. PayPal has revised the Information Statement on pages 13, 50 and 53 to explain why the Information Statement does not present earnings per share for the historical periods.
Ms. Mara L. Ransom
U.S. Securities and Exchange Commission
April 9, 2015
Page
Selected Historical Combined Financial Data of Paypal, page 49
4. If the pro forma balances for the items presented in this table differ significantly from the related historical balances, please consider presenting such pro forma data alongside the historical selected financial data to better highlight differences between the registrant and the predecessor. At a minimum, please present pro forma earnings per share and provide a footnote explaining why you do not present earnings per share for the historical periods as we believe this is an important metric for your investors.
Response: PayPal acknowledges the Staff’s comment and has revised the Selected Historical Combined Financial Data section of the Information Statement on page 50 to include a presentation of pro forma data alongside the historical selected financial data. PayPal further advises the Staff that once its estimated share count has been determined, PayPal will revise the “Selected Historical Combined Financial Data of PayPal” section of the Information Statement to include pro forma earnings per share data. For the reasons stated in the response to Comment 3 above, PayPal has revised the Information Statement on pages 13, 50 and 53 to explain why EPS has not been provided for the historical periods.
Unaudited Pro Forma Condensed Combined Financial Statements, page 50
5. While you have not yet populated amounts within your pro forma financial statements, we are issuing the following comments based on our assumption that the current form, presentation and disclosure represents what you currently believe the ultimate presentation will be. Please advise to the extent our assumption is not appropriate.
Response: PayPal acknowledges the Staff’s comment and advises that the Staff’s assumptions are appropriate.
6. We note your disclosure on page 78 that post separation you will no longer participate in cash management and intercompany funding arrangements with eBay. Please tell us how you believe this change will be executed, whether the balances will be settled or forgiven as part of the termination and whether you believe it will be appropriate to make any related adjustments to your pro forma financial statements. In this regard, we note your disclosure on page 94 under the heading “Settlement of Accounts Between PayPal and eBay.”
Response: PayPal acknowledges the Staff’s comment and respectfully advises that, as indicated on page 126 of the Information Statement, in connection with the separation and distribution PayPal expects to settle all intercompany cash management and funding arrangements with eBay. The exact manner of the settlement of accounts between PayPal and eBay is part of ongoing discussions in connection with the separation. Once the
Ms. Mara L. Ransom
U.S. Securities and Exchange Commission
April 9, 2015
Page
manner of settlement has been decided, PayPal will update the Unaudited Pro Forma Condensed Combined Financial Statements included in the Information Statement, if necessary, to give effect to these decisions.
7. Please tell us whether and how the amount of the anticipated cash contribution to PayPal from eBay is or will be factually supportable, including whether it will be specified in any of the agreements between PayPal and eBay that you will file as exhibits to this Form 10.
Response: PayPal acknowledges the Staff’s comment and respectfully advises that the amount of the anticipated cash contribution to PayPal from eBay is part of on-going discussions in connection with the separation and is expected to be determined as part of eBay’s capital allocation process. PayPal expects the amount of the cash contribution to be factually supportable. In addition, PayPal expects that the separation and distribution agreement that will be filed as an exhibit to the Registration Statement will specify the amount of cash on hand that PayPal and its subsidiaries will hold as of a specified date prior to the distribution and that the separation and distribution agreement will require eBay to transfer, or cause its subsidiaries to transfer, to PayPal and its subsidiaries an amount of cash so that PayPal will hold the specified amount of cash as of such date.
8. When the information is available, please revise your disclosure to describe in additional detail the nature and amounts of the items included in your pro forma adjustment for “[t]he transfers of certain assets and liabilities to PayPal from eBay…” If multiple items are included in this adjustment, please present the adjustments on a gross basis on the face of the pro forma financial statements or in an accompanying footnote.
Response: PayPal acknowledges the Staff’s comment and respectfully advises that the transfer of certain assets and liabilities is part of ongoing discussions in connection with the separation. The remaining areas under consideration include certain categories of intangible assets as well as tax assets and liabilities. PayPal intends to present these adjustments on a gross basis, either on the face of the pro forma financial statements included in the Information Statement or in an accompanying footnote. Once these decisions have been made PayPal will update the Unaudited Pro Forma Condensed Combined Financial Statements included in the Information Statement, if necessary, to give effect to these decisions.
9. You disclose on page 50 that you expect to incur costs to replace those services previously provided by eBay as it relates to your operation as an independent public company, but that due to the variability of the amount and timing of the incremental costs you have not included them in the pro forma transactions. While
Ms. Mara L. Ransom
U.S. Securities and Exchange Commission
April 9, 2015
Page
presentation on the face of the pro forma financial statements may not be appropriate, please disclose your estimate of these costs in the narrative introduction or the footnotes to the pro forma financial statements as we believe it provides useful information to your investors.
Response: PayPal acknowledges the Staff’s comment and has revised the Information Statement on page 51 to indicate an estimate of the incremental costs PayPal expects to incur.
10. Please confirm our assumption, if true, that your pro forma net income attributable to PayPal will equate to pro forma income from continuing operations before nonrecurring charges or credits directly attributable to the transaction. Refer to Rule 11-02(b)(5) of Regulation S-X.
Response: PayPal confirms that pro forma net income attributable to PayPal will equate to pro forma income from continuing operations before nonrecurring charges or credits directly attributable to the transaction.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements, page 53
11. Please revise your disclosure to describe the operating, transition and other agreements to be entered into by you and eBay as described in footnotes (a) and (b) in additional detail, what the adjustments are and any assumptions made. In this regard, the current disclosure in these explanatory notes appears overly brief to achieve the objectives of Article 11 of Regulation S-X.
Response: PayPal acknowledges the Staff’s comment and has revised, where necessary, the Unaudited Pro Forma Condensed Combined Financial Statements section of the Information Statement and related footnotes beginning on page 51 to give effect to the operating agreement, the information technology services agreement, the transition services agreement and the other agreements between eBay and PayPal that are expected to be in place upon the effectiveness of the distribution.
Business
Overview, page 54
12. We note your disclosure that you acquired Braintree to “strengthen [y]our position in mobile payments,” and also acquired Venmo at such time. Please provide further details regarding the role of both Braintree and Venmo in your business. In this regard, we note your discl
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CORRESP 1 filename1.htm SEC Response Letter Wachtell, Lipton, Rosen & Katz MARTIN LIPTON HERBERT M. WACHTELL PAUL VIZCARRONDO, JR. PETER C. HEIN HAROLD S. NOVIKOFF MEYER G. KOPLOW THEODORE N. MIRVIS EDWARD D. HERLIHY DANIEL A. NEFF ANDREW R. BROWNSTEIN MICHAEL H. BYOWITZ PAUL K. ROWE MARC WOLINSKY DAVID GRUENSTEIN STEVEN A. ROSENBLUM STEPHANIE J. SELIGMAN JOHN F. SAVARESE SCOTT K. CHARLES JODI J. SCHWARTZ ADAM O. EMMERICH GEORGE T. CONWAY III RALPH M. LEVENE RICHARD G. MASON MICHAEL J. SEGAL DAVID M. SILK ROBIN PANOVKA DAVID A. KATZ ILENE KNABLE GOTTS DAVID M. MURPHY JEFFREY M. WINTNER TREVOR S. NORWITZ BEN M. GERMANA ANDREW J. NUSSBAUM RACHELLE SILVERBERG STEVEN A. COHEN DEBORAH L. PAUL DAVID C. KARP RICHARD K. KIM JOSHUA R. CAMMAKER MARK GORDON JOSEPH D. LARSON LAWRENCE S. MAKOW 51 WEST 52ND STREET NEW YORK, N.Y. 10019-6150 TELEPHONE: (212) 403-1000 FACSIMILE: (212) 403-2000 GEORGE A. KATZ (1965-1989) JAMES H. FOGELSON (1967-1991) LEONARD M. ROSEN (1965-2014) OF COUNSEL JEANNEMARIE O’BRIEN WAYNE M. CARLIN STEPHEN R. DiPRIMA NICHOLAS G. DEMMO IGOR KIRMAN JONATHAN M. MOSES T. EIKO STANGE DAVID A. SCHWARTZ JOHN F. LYNCH WILLIAM SAVITT ERIC M. ROSOF MARTIN J.E. ARMS GREGORY E. OSTLING DAVID B. ANDERS ANDREA K. WAHLQUIST ADAM J. SHAPIRO NELSON O. FITTS JOSHUA M. HOLMES DAVID E. SHAPIRO DAMIAN G. DIDDEN ANTE VUCIC IAN BOCZKO MATTHEW M. GUEST DAVID E. KAHAN DAVID K. LAM BENJAMIN M. ROTH JOSHUA A. FELTMAN ELAINE P. GOLIN EMIL A. KLEINHAUS KARESSA L. CAIN RONALD C. CHEN GORDON S. MOODIE DONGJU SONG BRADLEY R. WILSON GRAHAM W. MELI GREGORY E. PESSIN CARRIE M. REILLY MARK F. VEBLEN VICTOR GOLDFELD EDWARD J. LEE BRANDON C. PRICE KEVIN S. SCHWARTZ WILLIAM T. ALLEN PETER C. CANELLOS DAVID M. EINHORN KENNETH B. FORREST THEODORE GEWERTZ MAURA R. GROSSMAN RICHARD D. KATCHER DOUGLAS K. MAYER ROBERT B. MAZUR PHILIP MINDLIN ROBERT M. MORGENTHAU DAVID S. NEILL BERNARD W. NUSSBAUM LAWRENCE B. PEDOWITZ ERIC S. ROBINSON PATRICIA A. ROBINSON* ERIC M. ROTH MICHAEL W. SCHWARTZ ELLIOTT V. STEIN WARREN R. STERN PATRICIA A. VLAHAKIS AMY R. WOLF * ADMITTED IN THE DISTRICT OF COLUMBIA COUNSEL DAVID M. ADLERSTEIN AMANDA K. ALLEXON LOUIS J. BARASH DIANNA CHEN ANDREW J.H. CHEUNG PAMELA EHRENKRANZ KATHRYN GETTLES-ATWA PAULA N. GORDON NANCY B. GREENBAUM MARK A. KOENIG J. AUSTIN LYONS ALICIA C. McCARTHY SABASTIAN V. NILES AMANDA N. PERSAUD JEFFREY A. WATIKER DIRECT DIAL: (212) 403-1333 DIRECT FAX: (212) 403-2333 E-MAIL: TSNORWITZ@WLRK.COM April 9, 2015 VIA HAND DELIVERY AND EDGAR Ms. Mara L. Ransom Assistant Director Division of Corporate Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: PayPal Holdings, Inc. Registration Statement on Form 10-12B Filed February 25, 2015 File No. 001-36859 eBay Inc. Annual Report on Form 10-K for Fiscal Year Ended December 31, 2014 Filed February 6, 2015 File No. 000-24821 Dear Ms. Ransom: On behalf of our clients, eBay Inc. (“eBay”), a Delaware corporation, and PayPal Holdings, Inc. (“PayPal,” and, together with eBay, the “Companies”), a Delaware corporation Ms. Mara L. Ransom U.S. Securities and Exchange Commission April 9, 2015 Page 2 and a wholly owned subsidiary of eBay, we are providing the Companies’ responses to the comments of the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) set forth in your letter, dated March 27, 2015, with respect to eBay’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and PayPal’s Registration Statement on Form 10 (File No. 001-36859) (the “Registration Statement”). This letter and Amendment No. 1 (“Amendment No. 1”) to the Registration Statement are being filed electronically via the EDGAR system today. In addition to the EDGAR filing, we are delivering a hard copy of this letter, along with six copies of Amendment No. 1 marked to indicate changes from the version of the Registration Statement filed on February 25, 2015. For the Staff’s convenience, the text of the Staff’s comments is set forth below in bold, followed in each case by PayPal’s or eBay’s response. Terms not otherwise defined in this letter shall have the meanings set forth in Amendment No. 1 or in eBay’s Annual Report on Form 10-K, as applicable. All references to page numbers in these responses are to the pages of the information statement filed as Exhibit 99.1 (the “Information Statement”) in the marked version of Amendment No. 1. PayPal Holdings, Inc. Form 10-12B Information Statement Summary, page 7 1. We note your disclosure in this section that 2014 TPV was approximately $235 billion. However, we also note your disclosure on page 6 of eBay Inc.’s 2014 Form 10-K report that TPV for the payments segment was $227.9 billion. Please reconcile these amounts. Response: As further described in the response to Comment 26 below, eBay has historically excluded certain intercompany transactions from its payments segment revenue as presented in its periodic filings with the Commission. As a result, eBay has also historically excluded the payment volume related to those transactions from the measurement of TPV for the payments segment in its periodic filings. The intercompany transactions represent activity in eBay marketplaces-owned PayPal accounts. Substantially all of the incremental TPV presented on page 8 of the Information Statement relates to these intercompany transactions. Ms. Mara L. Ransom U.S. Securities and Exchange Commission April 9, 2015 Page 3 2. You make several references to the number of markets you serve, such as in the first sentence of the second paragraph under this sub-heading. Please revise to define the term “market.” Response: PayPal acknowledges the Staff’s comment and has revised the Information Statement on pages 7 and 55 to include a definition of the term “market.” Summary Historical and Unaudited Pro Forma Condensed Combined Financial Data, page 13 3. When the information is available, please revise to disclose pro forma earnings per share for the most recent annual period and any subsequent interim period as we believe this is an important metric for your investors. In doing so, please provide a footnote explaining why you do not present earnings per share for the historical periods. Response: PayPal acknowledges the Staff’s comment and advises that once its estimated share count has been determined, PayPal will revise the “Summary Historical and Unaudited Pro Forma Condensed Combined Financial Data” section of the Information Statement to include pro forma earnings per share data for the most recent annual period and any subsequent interim period. PayPal also acknowledges that ASC 260-10-15-2 requires the presentation of earnings per share (“EPS”) for all public entities that have issued common stock or potential common stock. However, PayPal is unable to calculate historical basic and diluted EPS prior to the distribution because the financial information included in the Information Statement has been prepared on a combined basis. It is PayPal’s view that the financial statements in the Information Statement have not been prepared for a separate legal entity that had share capital throughout the historical periods presented, and, accordingly, EPS has not been presented for these periods. PayPal believes this presentation meets the objective of measuring the performance of PayPal in a way that gives meaningful information to investors. PayPal has revised the Information Statement on pages 13, 50 and 53 to explain why the Information Statement does not present earnings per share for the historical periods. Ms. Mara L. Ransom U.S. Securities and Exchange Commission April 9, 2015 Page 4 Selected Historical Combined Financial Data of Paypal, page 49 4. If the pro forma balances for the items presented in this table differ significantly from the related historical balances, please consider presenting such pro forma data alongside the historical selected financial data to better highlight differences between the registrant and the predecessor. At a minimum, please present pro forma earnings per share and provide a footnote explaining why you do not present earnings per share for the historical periods as we believe this is an important metric for your investors. Response: PayPal acknowledges the Staff’s comment and has revised the Selected Historical Combined Financial Data section of the Information Statement on page 50 to include a presentation of pro forma data alongside the historical selected financial data. PayPal further advises the Staff that once its estimated share count has been determined, PayPal will revise the “Selected Historical Combined Financial Data of PayPal” section of the Information Statement to include pro forma earnings per share data. For the reasons stated in the response to Comment 3 above, PayPal has revised the Information Statement on pages 13, 50 and 53 to explain why EPS has not been provided for the historical periods. Unaudited Pro Forma Condensed Combined Financial Statements, page 50 5. While you have not yet populated amounts within your pro forma financial statements, we are issuing the following comments based on our assumption that the current form, presentation and disclosure represents what you currently believe the ultimate presentation will be. Please advise to the extent our assumption is not appropriate. Response: PayPal acknowledges the Staff’s comment and advises that the Staff’s assumptions are appropriate. 6. We note your disclosure on page 78 that post separation you will no longer participate in cash management and intercompany funding arrangements with eBay. Please tell us how you believe this change will be executed, whether the balances will be settled or forgiven as part of the termination and whether you believe it will be appropriate to make any related adjustments to your pro forma financial statements. In this regard, we note your disclosure on page 94 under the heading “Settlement of Accounts Between PayPal and eBay.” Response: PayPal acknowledges the Staff’s comment and respectfully advises that, as indicated on page 126 of the Information Statement, in connection with the separation and distribution PayPal expects to settle all intercompany cash management and funding arrangements with eBay. The exact manner of the settlement of accounts between PayPal and eBay is part of ongoing discussions in connection with the separation. Once the Ms. Mara L. Ransom U.S. Securities and Exchange Commission April 9, 2015 Page 5 manner of settlement has been decided, PayPal will update the Unaudited Pro Forma Condensed Combined Financial Statements included in the Information Statement, if necessary, to give effect to these decisions. 7. Please tell us whether and how the amount of the anticipated cash contribution to PayPal from eBay is or will be factually supportable, including whether it will be specified in any of the agreements between PayPal and eBay that you will file as exhibits to this Form 10. Response: PayPal acknowledges the Staff’s comment and respectfully advises that the amount of the anticipated cash contribution to PayPal from eBay is part of on-going discussions in connection with the separation and is expected to be determined as part of eBay’s capital allocation process. PayPal expects the amount of the cash contribution to be factually supportable. In addition, PayPal expects that the separation and distribution agreement that will be filed as an exhibit to the Registration Statement will specify the amount of cash on hand that PayPal and its subsidiaries will hold as of a specified date prior to the distribution and that the separation and distribution agreement will require eBay to transfer, or cause its subsidiaries to transfer, to PayPal and its subsidiaries an amount of cash so that PayPal will hold the specified amount of cash as of such date. 8. When the information is available, please revise your disclosure to describe in additional detail the nature and amounts of the items included in your pro forma adjustment for “[t]he transfers of certain assets and liabilities to PayPal from eBay…” If multiple items are included in this adjustment, please present the adjustments on a gross basis on the face of the pro forma financial statements or in an accompanying footnote. Response: PayPal acknowledges the Staff’s comment and respectfully advises that the transfer of certain assets and liabilities is part of ongoing discussions in connection with the separation. The remaining areas under consideration include certain categories of intangible assets as well as tax assets and liabilities. PayPal intends to present these adjustments on a gross basis, either on the face of the pro forma financial statements included in the Information Statement or in an accompanying footnote. Once these decisions have been made PayPal will update the Unaudited Pro Forma Condensed Combined Financial Statements included in the Information Statement, if necessary, to give effect to these decisions. 9. You disclose on page 50 that you expect to incur costs to replace those services previously provided by eBay as it relates to your operation as an independent public company, but that due to the variability of the amount and timing of the incremental costs you have not included them in the pro forma transactions. While Ms. Mara L. Ransom U.S. Securities and Exchange Commission April 9, 2015 Page 6 presentation on the face of the pro forma financial statements may not be appropriate, please disclose your estimate of these costs in the narrative introduction or the footnotes to the pro forma financial statements as we believe it provides useful information to your investors. Response: PayPal acknowledges the Staff’s comment and has revised the Information Statement on page 51 to indicate an estimate of the incremental costs PayPal expects to incur. 10. Please confirm our assumption, if true, that your pro forma net income attributable to PayPal will equate to pro forma income from continuing operations before nonrecurring charges or credits directly attributable to the transaction. Refer to Rule 11-02(b)(5) of Regulation S-X. Response: PayPal confirms that pro forma net income attributable to PayPal will equate to pro forma income from continuing operations before nonrecurring charges or credits directly attributable to the transaction. Notes to Unaudited Pro Forma Condensed Combined Financial Statements, page 53 11. Please revise your disclosure to describe the operating, transition and other agreements to be entered into by you and eBay as described in footnotes (a) and (b) in additional detail, what the adjustments are and any assumptions made. In this regard, the current disclosure in these explanatory notes appears overly brief to achieve the objectives of Article 11 of Regulation S-X. Response: PayPal acknowledges the Staff’s comment and has revised, where necessary, the Unaudited Pro Forma Condensed Combined Financial Statements section of the Information Statement and related footnotes beginning on page 51 to give effect to the operating agreement, the information technology services agreement, the transition services agreement and the other agreements between eBay and PayPal that are expected to be in place upon the effectiveness of the distribution. Business Overview, page 54 12. We note your disclosure that you acquired Braintree to “strengthen [y]our position in mobile payments,” and also acquired Venmo at such time. Please provide further details regarding the role of both Braintree and Venmo in your business. In this regard, we note your discl