Category: Billion Dollar Companies

In an exclusive scoop by Reuters, it has been reported that billionaire Golden Nugget Casinos owner Tilman Fertitta has approached Caesars Entertainment Corps to discuss a merger between the two companies.

Fertitta has apparently reached out to the US casino operator Caesars Entertainment in regards to combining their empires in a reverse merger. Caesars Entertainment stock (CZR) jumped 10% on Wednesday as speculation of the merger mounted.

Reverse Merger for Golden Nugget Casinos Owner

The billionaire Golden Nugget Casinos owner also has holdings in the Houston Rockets NBA team and the Landry’s company that operates in the restaurant and entertainment sector. His other interests include Morton’s steakhouses, Bubba Gump Shrimp Company, and many more. The billionaire is worth a reported $4.5 billion by Forbes.

Fertitta is pushing for a ‘reverse’ merger that would see Caesars acquire the Golden Nugget Casinos where the combination of shareholders of Caesars and private equity companies Apollo Global Management LLC and TPG Global would remain shareholders of the combined firms. The deal could be worth between $2 billion and $3 billion.

The idea of the merger has been bouncing around for a week or so, positively affecting Caesars Entertainment stock prices. And if the merger is a success, it would see a vast slew of Fertitta’s restaurants and brands being opened in locations owned by Caesars.

Caesars has a total of 49 casinos in various locations throughout the US, alongside another 13 in countries such as Canada, Egypt, the United Kingdom, and South Africa. The company currently has a market capitalization of $6.3 billion.

Alternatively, the Golden Nugget Casinos owner has five casinos in the United States in locations that include Las Vegas, Atlantic City, Laughlin, Nevada, and Biloxi.

If the two companies did merge, it would become one of the largest hospitality and casino companies on the planet. The plan is that Fertitta would become the chairman and also the majority shareholder of the new company.

Does that sound like a backdoor takeover to you? Time will tell if the Golden Nuggets’ head honcho can pull off this multi-billion dollar deal of a lifetime.

Featured image from Casino.org.

Ride-hailing companies Uber and Lyft are fighting for investors in their initial public offerings and banks are rivaling it out for the most lucrative IPOs in recent years… But there could be no money left for the second one, so timing will be key.

According to a Wall Street Journal report, the vehicle operator Uber could go public faster than expected. It could also be valued much higher than previously thought.

Toyota invested $500 million in August which put Uber at a value of $76 billion. The company recently received proposals from investment banks, which indicates a valuation of up to $120 billion. This would be higher than the 49 largest IPOs of US companies in recent years.

The size of the IPO also determines the fees that banks charge for their services. If they succeed in making the $120 billion valuation for the high-deficit company palatable to investors, it could pay off before the institutions can participate.

The media also reports that Lyft has selected supervising banks to complete their IPO. This suggests that the toughest competitor could manage to pip Uber to the post.

JPMorgan Chase will be the leading bank, followed by Credit Suisse, and several other banks. In the most recent round of financing, shareholders granted Lyft a valuation of $15 billion, compared to $7.5 billion in April 2017.

However, Wall Street banks are also likely to deliberately set their forecasts high in order to secure their applications for the lucrative business. Financial markets have been anxiously awaiting Uber’s IPO which is planned for 2019.

According to the report, preparations are gaining momentum and the IPO could be completed at the beginning of the year. Uber has finally found a new chief financial officer after three years of searching and that should be key for planning its IPO.

A Constant Rivalry Between Uber and Lyft About to End

Both companies are developing technologies such as self-driving cars, test subscription systems for frequent travelers, and expansion into alternative transport methods such as rental electric scooters and bicycles.

Lyft, which was always left behind, strongly benefited in 2017 and 2018 from the massive turbulence at Uber that even cost its previous CEO his job and lead many customers to leave Uber for Lyft.

However, with this latest valuation, it looks as if Uber will once again come out on top.

Featured image from Shutterstock.

Yes, it does all sound slightly sordid. The Americans and the Germans battling over their interests in Iraq. Only this time, over who lands the Iraq power generation contract worth an estimated $15 billion. General Electric appears to have pipped Siemens to the post with a little help from president Trump and his administration, who reportedly pressured Baghdad into rejecting the German bid.

Non-Binding Memorandum of Understanding

Call it bribery, call it cronyism, or call it a non-binding memorandum of understanding. It basically amounts to the same thing. The US and Iraqi governments have long discussed how they will co-operate on the issue of power generation, and oil and gas production. The US has oil interests in Iraq? Who knew?

Unfortunately for the German energy giant, their hopes were dashed before leaving the paddock and their winning bid crumbled under the weight of the US government.

General Electric and Siemens had been battling out the deal for several months and it almost looked as if the Munich-based company was close to securing a deal. But as the competition began stepping up a gear, and General Electric started losing ground, the Trump administration issued a friendly reminder about the memorandum. And about the 7,000 Americans that had died since the 2003 invasion to remove Saddam Hussein.

OK, so not so friendly after all.

Welcome News for General Electric

General Electric hasn’t had the best run lately. With dwindling profits and expectations for a dismal third-quarter earnings report, the Iraq power generation contract will be welcome news for its troubled energy division.

Thanks to this new deal, shareholders can look forward to positive news in the Q3 report set for delivery on October 30.

It would have been nice if someone had let the German giant know, though, that their chances of sealing the deal were next to zero.

The company had worked for months on its roadmap for developing infrastructure in Iraq and ramifications of losing the deal will ring throughout the company.

Siemens was so close, in fact, that the chief executive traveled to the Iraqi capital to meet with prime minister Haider Al-Abadi.

But two weeks ago, advisors to Al-Abadi let the company know that they should give up on the deal since their insistence was piling pressure on the Iraqi government. The advisor reportedly said:

“The US government is holding a gun to our head.”

A Tight Spot

The Memorandum of Understanding (MoU) is said to offer both insurance and financing for US companies working in the Iraqi power sector. While that will certainly push GE past the German company on this occasion, Siemen’s power and gas unit is actually headquartered in Houston, which means they could stand to benefit from the agreement at a later date.

Right now Iraq is in a tighter spot than usual. The middle eastern country is relying on US government support over the country’s gas imports from Iran.

Some 35-40% of Iraq’s electricity comes from Iranian gas (are you getting the other irony here?) and with US sanctions on Iran imminent from November 5, those purchases could lead to fines for Iraq, and a wave of blackouts across the country.

The sanctions are a delicate situation not only for Iraq, however, but for the United States as well. If General Electric begins to sell power plants to Iraq using Iranian gas, the metaphorical sh** could really hit the fan, ruffling more than a few feathers in Germany since the country has been instructed to stop doing deals with Iran.

The next few weeks will be interesting to say the least, as we watch how Iraq manages a workaround its Iranian imports. And how the US will avoid falling on the sword of their own sanctions.

Featured image from Shutterstock.

Technology deals, mergers, and acquisitions get bigger every day. The highest value deal of all time, so far at least, tops $67 billion. The top 10 wheeling and dealing technology giants include Dell, Microsoft, HP, Facebook, and even grocery chain Walmart. Check out the largest of the digital age so far.

1. Dell Acquired EMC for $67 Billion

Server and hardware giant Dell, at the time half the size of EMC with a value of $25 billion, agreed on the deal to buy EMC in 2015. EMC as an entity would go private and become part of Dell.

EMC’s VMWare would continue to be separate, publicly traded company. The deal closed in 2016. Dell is now considering going public with an initial public offering (IPO) but has also considered buying back Dell “tracking stock” tied to its 81% share of publicly listed VMWare.

2. Avago Bought Broadcom for $37 Billion

Once the biggest technology deal in history, the Avago deal was overtaken by Dell acquiring EMC. Avago and Broadcom, keeping the name Broadcom, became a chip and semiconductor powerhouse which then tried to buy out Qualcomm in what would have been a $121 billion deal.

The deal was blocked by US President Donald Trump citing national security concerns over the monopoly a Chinese company would have over US mobile technology.

3) Softbank Takeover of ARM for $31.4 Billion

This 2016 deal raised concerns in the technology community. Chip maker ARM was seen as a benign monopoly, neutral in the world of technology. Its technology is used by almost all smartphone processors and now is in many of the chips that will power the internet of things (IoT).

Softbank is a Japanese tech conglomerate that wasn’t neutral due to its ownership of U.S and Japanese wireless carriers. This, some said, could cause distrust in the industry.

4) Microsoft Bought LinkedIn for $26.2 Billion

The largest acquisition for Microsoft, this deal closed in 2016 and gave Microsoft greater power in Silicon Valley. The software giant is still working on ways to integrate social media network LinkedIn with its other Microsoft platforms and products.

5) HP Bought Compaq for $21 Billion

Hardware maker HP was already under pressure when it bought Compaq in 2001. Both brands product lines overlapped with low-profit margins in the traditional computing market and HP lost half its market value in the following four years.

Further acquisitions by HP were similarly disastrous, but its share price has recovered since 2016.  Now HP and competitor Lenovo make almost half of PCs sold worldwide.

6) Facebook Grabs WhatsApp for $22 Billion

In a deal that closed in 2014, Facebook paid $6 billion over WhatsApp’s initial early 2014 value. Facebook’s stock price was also soaring. The deal accompanies other, not so large deals, for Facebook like its acquisition of Instagram and then Oculus, taking Facebook into the realm of virtual reality.

Facebook is dealing with other issues right now, including numerous concerns over how it collects and uses personal data.

7) Nokia Acquired Alcatel-Lucent for $16.6 Billion

Closing in 2016, the deal moved Nokia to the top in mobile telecommunications and places Nokia as one of the few suppliers of 5G equipment alongside Ericsson and Huawei.

The acquisition helped to reinvent Nokia after falling from its dominant market position in the emerging mobile phone industry to near bankruptcy as smartphones took over.

8) Walmart Bought Flipkart for $16 Billion

Not a company you would first describe as a technology one, Walmart is actually building its technology stack. Acquiring Indian e-commerce company Flipkart was a strategy to compete with Amazon’s worldwide domination of the e-commerce marketplace.

Walmart is also an early mover in the blockchain space, having filed numerous patents and already adopting blockchain technology into its supply chain management.

9) Intel Bought MobileEye for $15 Billion

MobileEye, the self-driving technology company, was acquired by Intel in 2017 and is a play into artificial intelligence and autonomous vehicles by processor maker Intel.

MobileEye’s computer vision, machine learning, and mapping technology are now built into Intel driver-assisted and autonomous driving systems. Fiat-Chrysler, BMW and Alphabet’s Waymo all use Intel technology.

10) Amazon Acquired Whole Foods for $13.7 Billion

Though Whole Foods is not a technology company, Amazon certainly is and the deal in 2017 gave Amazon physical stores with which to expand its e-commerce empire.

Amazon now sells its devices in Whole Foods stores and offers discounts for Amazon Prime members. Whole Foods also gives Amazon another angle to try and expand its fresh food delivery aspirations.

Technology Deals Set to Increase

As new technologies like blockchain, artificial intelligence, virtual reality and the internet of things accelerate in development the number of technology mergers and acquisitions, and their value is likely to increase.

Today’s technology giants will need to innovate and continue to acquire if they want to retain market positions in a transforming technological landscape.

Images from Shutterstock.

After being in denial for nearly nine years, Walmart Inc will pay thousands of its employees in a class action over cashiers standing up during work periods, according to a Fortune report.

The retailer has agreed to pay the sum of $65 million to employees after the company had denied any wrongdoing in the year-long case, which was scheduled to go to trial before the end of this year. Nisha Brown filed the lawsuit in 2009.

A federal judge must approve the proposed settlement, and its outcome could affect about 100,000 current and former Walmart employees. The deal would cover cashiers employed by the retailer between June 11, 2008, to the date when the settlement is approved.

According to an attorney to the plaintiffs, some cashiers will be eligible to receive more than $1,000 each.

California’s Private Attorney General Act

This is the first time a lawsuit that requires seating for employees would be brought under a California regulation “when the nature of the work reasonably permits.” As per the settlement, the company would also begin providing seats for its cashiers in California.

According to Walmart’s spokesman, Randy Hargrove:

“both sides are pleased to have reached a proposed resolution.”

The settlement, if it eventually gets approved by a federal judge, would be the largest settlement under California’s unique Private Attorney General Act which gives workers the right to sue employers on behalf of the state and keep a quarter of that money.

The regulation which was initially adopted in 1911 only applied to women working in the retail company. However, the law was later amended several times in the following century.

The retailer’s argument against the lawsuit was that placing stools at the point of payment or cash registers could be unsafe, and even reduce workers’ productivity. It added that the nature of a cashier’s work did not require them to sit down because they needed to scan large items, perform duties away from registers, and stretch to view the bottom of shoppers’ cart.

The retailer also argued that it had a policy of providing stools to cashiers that suffer from certain medical conditions or disabilities. Nonetheless, the provision of these stools is often based on a manager’s discretion on a case by case basis.

In a similar case, Bank of America paid a settlement of $15 million to for not allowing their cashiers to sit while they worked. Other companies like CVS Health Corp, AT&T Corp, JPMorgan Chase Bank NA, and Home Depot Inc have also been slammed with similar lawsuits.

Pregnancy-Related Restrictions

Just last month, Walmart was also accused of discriminating against pregnant employees and violating federal law by failing to consider workers’ pregnancy-related restrictions.

The lawsuit filed by the Federal Equal Employment Opportunity Commission (EEOC) stated that Alyssa Gilliam and some other pregnant employees at the Walmart’s Distribution Centre in Wisconsin were not included in the company’s light-duty program, which was established to restrict workers with medical conditions from dangerous tasks.

Julianne Bowman, the EEOC’s district director in Chicago who managed the investigation had stated:

“What our investigation indicated is that Walmart had a robust light-duty program that allowed workers with lifting restrictions to be accommodated. But Walmart deprived pregnant workers of the opportunity to participate in its program. This amounted to pregnancy discrimination, which violates federal law.”

In response to the allegation, Walmart spokesman Randy Hargrove stated that Walmart is a “great place for women to work,” but noted that the company would defend itself against the accusations.

Hargrove added that the retail company has over the years amended its accommodations policy. He argued that the company’s policies:

“have always fully met or exceeded both state and federal law, and this includes the Americans with Disabilities Act and the Pregnancy Discrimination Act.”

Featured image from Pixabay.

Sears, the world’s largest retail store and one of the US’ oldest with more than 125 years of history, yesterday filed for bankruptcy. The company also announced that it will shut down more than 142 unprofitable stores. Store closures are not new for Sears. The company has closed down more than 700 stores within the last 24 months and sold 250 more.

Sears said in a statement:

“We continue to evaluate our network of stores, which are a critical component in our transformation, and will make further adjustments as needed and as warranted.”

As per a MoneyMakers news report, “the everything store” where shoppers could purchase any item has been limping towards bankruptcy for a while now. But the company filed for Chapter 11 bankruptcy—a US bankruptcy code that involves the reform of a corporation’s business affairs, debts and assets bankruptcy—after defaulting on a crippling debt payment of $134 million.

However, the CEO of Sears, Eddie Lampert told CNBC in a recent interview that despite plans to close multiple stores, the company had no intention of going out of business. He added that:

“We are liquidating to get capital to put into our pension plan. As opposed to erring on the side of, ‘This store might work’ … If it’s not working, we’ve invested the time, so we’ve got to close it because we are now jeopardizing this [store] over here.”

Despite the clarification from Lampert, the company keeps accumulating debt.

Sears – How It Started

At the dawn of US economic prosperity, which attracted an influx of migrants, Sears was responsible for helping them realize the American dream–providing a modern home filled with latest gadget and furnishings. At its zenith, sales were equal to 1% of US gross national product (GNP).

The company started back in 1886, when a railroad worker, Richard Sears started selling wristwatches as a side hustle. He decided to partner with a watch repairer named Alvah Roebuck, and they both launched the business, selling watches and jewelry.

About four years later, they had included other items like cars, sewing machines, and sporting merchandise. Subsequently, Roebuck sold out his stake in the business, and a new partnership was formed between Julius Rosenwald and Richard Sears.

The previous business strategy was targeted at the rural part of America, but Rosenwald proposed a plan that was focused on the fast-growing cities in America. The pair established the company’s first department store in Chicago in 1925. The decision couldn’t have been more successful as the venture became more important than the mail-order business.

This didn’t mean that the mail-order business was not a success. One of its significant achievement was the production of the first Christmas gift catalog named “the Sears Wish Book,” the catalog mainly contained toys.

According to the biography of the company, authored by Gordon Weil, it stated that:

“At a time when the country was going through the Great Depression, struggling to establish a sense of identity, [Sears] created a sense of security and reliability. The Sears catalog was everywhere. In an age before there was the internet, it was in some respects the equivalent of a search engine, that united the country.”

The business gained the trust of its consumers, becoming the retailer to establish the concept of “satisfaction guaranteed or your money back.” Besides, its slogan described the services the business was offering. The “Sears Has Everything,” slogan created a sense of belonging to all American consumers, regardless of their social class.

Unfortunately, the booming business took a disastrous turn in later years. But why did this happen?

The Emergence of Amazon

Some have attributed the downfall of Sears to online retailers like Amazon, probably because Amazon is a close competitor and a modern version of the century-old retail store. Moreover, Amazon’s business model leverages advanced technologies to offer better services than Sears.

Sears, on the other hand, was believed to have been too conservative for not evolving with modern trends long before the emergence of Amazon. Its share of general goods sales dropped from 5.61% in 1978 to 4.07% in 1987.

It seems that the Sears business orientation which targeted every social class had gradually declined. A different set of consumers had emerged as wealth inequalities increased, and various retailers outlets appeared, offering customized products and home delivery. This only made consumers want to try something different from the norm.

Improved use of data and management information also gave retailers the means to enhance and categorize customers for more specific targeting. There’s a bit of speculation about Sears’ dabbling into new products and services like insurance, Stockbroking, and commercial property—contributing to its gradual demise.

In reference to Weil’s statement in his book, Sears didn’t realize the advantage of specific business strategies like ‘discounting,’ on time, unlike competing stores like Walmart who had used this strategy to attract more customers. With time, it also lagged behind some department stores and has found itself as a market with no market target, webbed between discounters and high-end market players.

As internet shopping grew and the millennials were born, Sears was busy shutting down stores to maintain profits.

A deal fostered by Eddie Lampert merged the company with a younger store Kmart. Despite the alliance, the business couldn’t meet up, as it continued to struggle to regain the market share it had lost to online juggernaut Amazon and discounting retail competitor Walmart.

Former Sears Canada CEO Mark Cohen in a recent interview with CNBC said the company:

“was toast about a day after it closed with Kmart as it lacked a sustainable competitive advantage.”

Consistent Losses

For the record, the company has been plagued with losses since 2010, and it has closed nearly three-quarters of its stores. Sears’ market cap was $11 billion at the time it merged with Kmart in 2005 and has dropped drastically from that value to $33.79 million, at press time.

Reportedly, Lampert is currently trying to secure a deal while under bankruptcy protection, which may allow Sears to shut down hundreds of its stores but not put the company out of business.

Lampert has stepped down from his role as the CEO, but he’s staying on as the chair of the board. The bankruptcy filing will leave hundreds of employees out of work, but Lampert is far from the losing side in this deal.

According to a Forbes report, Lampert’s hedge fund ESL Investments is Sears’ largest shareholder and creditor. ESL is currently negotiating a $300 million debt financing with the company. Lampert also owns Seritage and will likely profit from that too.

There are some who believe the present arrangement could complicate things for the Sears Chair. Columbia Business School professor Fabio Savoldelli told Bloomberg Markets that if Sears goes into a Chapter 11 filing, Lambert could get himself into an:

“unbelievable conflict of interest situation… He’s going to be tied up in the courts for a decade.”

Images from Shutterstock.

AOL Founder and billionaire Steve Case led the mammoth $165 billion AOL Time Warner merger in 2000, two months later the dot-com bubble burst beginning the new firm’s demise. Case says the deal taught him an important lesson:

“Vision without execution is hallucination.”

The AOL and Time Warner merger was, at the time, the largest in history and created the world’s biggest media corporation.

Case led the deal and said recently to Business Insider that he still believes the assets were right to make the deal work:

“Having a good idea is important, but being able to execute the idea is even more important, and that comes down to people and priorities, and we were unable with the combined AOL Time Warner company to get that side of it right.”

A Clash of Cultures

The billionaire blames the culture clash between the two companies on the deal’s failure rather than the dot-com bust. AOL found Time Warner to be old-fashioned and Time Warner saw AOL as a threat. Time Warner executives were suspicious of Case’s power within the combined company.

As technology stocks and cryptocurrency markets find increased market pressure, with some predicting one, or both, to be following the precedent of the dot-com bust, maybe Case’s lesson is prudent.

“So, it really came down to trust, and kind of there was not a common vision that the team embraced and was aligned around.”

Technology and fintech mergers and acquisitions are some of the largest in business today. In finance, traditional players are looking to either compete with or acquire, new fintech firms with innovative ideas, like blockchain, to drive the future of the globe’s money markets forward.

Case says the AOL Time Warner merger failed because of trust and:

“There was not a common vision that the team embraced and was aligned around.”

AOL was one the first of the big internet companies, overwhelmed eventually by the advent of WiFi and companies like Google, Microsoft, and others.

Encouraging Technology Startups Outside of Technology Ecosystems

Today Case, aged 59, focuses on his venture capital company Revolution and its $150 million “Rise of the Rest” initiative. He believes the future of US startups sits outside of three areas: Silicon Valley, New York City, and Boston, which currently receive 75% of all venture capital investments in the US.

He’s touring the US with the initiative, focused on encouraging entrepreneurship, including holding pitch contests with $100,000 prize funds.

The Rise of the Rest seed fund has backing from Amazon’s Jeff Bezos, Starbucks CEO Howard Schultz, and Alphabet Chairman Eric Schmidt.

Case believes the world is approaching a technological and societal shift, and that if the US doesn’t catch up it will fall behind. He believes city and local microeconomies should be taking advantage of the opportunity presented by new technologies. And, that new companies should look to locate in areas which may benefit them more, rather than technology ecosystems. Case says:

“It may make sense, for example, for a company that wants to revolutionize the agricultural industry to settle in the Midwest, where the right supply chains already exist, and the culture of farmers is best understood.”

Though the Rise of the Rest fund is not one of the largest seed funds, it could be exposing startups to some of the fund’s members and supporters. One company, Branch Technologies, didn’t win the pitch but did gain a connection to MIT Lab. Another, Partpic, who won a 2015 competition was bought by Amazon.

Case, it seems, has a lesson to share with today’s technology giants as well as a wealth of experience, and some capital, to help increase opportunities for US startups of today.

Facebook is having hard times adapting its policy to the GDPR. After revealing the news about an enormous hack last week, the company now risks a $1.63 billion fine in the European Union, according to the Wall Street Journal.

Ireland’s Data Protection Commission, a top European privacy regulator, hasn’t yet opened a formal investigation into Facebook, but the company requested more information from the tech giant about the dimensions of the breach. The Irish regulator also wants to know how many EU citizens had their data compromised.

The security breach caused by a bug in the platform’s “View As” feature gave hackers access tokens to a minimum of 50 million accounts, according to Facebook’s first statements. Two weeks after the incident, Facebook announced that the attack affected 30 million users only. But the consequences seem to be worse than first expected.

Hackers were able to get hold of specific data from about 15 million people, including phone numbers, email addresses, gender, religious beliefs, and even the last 10 physical locations they had checked in.

EU Parliament Calls for Facebook Audit

The data breach shows that Facebook can’t protect its users, despite the measures taken after the year’s hottest scandal Cambridge Analytica. Back in March, users around the world were outraged when media revealed that a private data firm had access to the information of 87 million Facebook users, without the users’ knowledge or consent.

After a £500,000 fine ($650,000) in Britain and Zuckerberg’s lengthy hearing in the European Parliament in May, the LIBE Committee (The Committee on Civil Liberties, Justice and Home Affairs) requires for EU regulators to be allowed to audit Facebook.

LIBE committee chair and rapporteur, MEP Claude Moraes, for TechCrunch said:

“This resolution makes clear that we expect measures to be taken to protect citizens’ right to private life, data protection and freedom of expression. Improvements have been made since the scandal, but, as the Facebook data breach of 50 million accounts showed just last month, these do not go far enough.”

Facebook Stock Has Gone Down by 30% from July

European lawmakers aren’t the only ones losing faith in the social network. Investors don’t like the way Facebook manages its users’ data either. The company’s stock opened at $150.13 on Thursday, down more than 30% from its highest value in July.

The company had a hard year, with fake news, privacy scandals, and a $119 billion loss in market value in July, which was, according to Thomson Reuters:

“The biggest single-day loss for any public company in history.”

Facebook needs to get back on track, and the company’s placing all its bets on Portal, a new video calling device meant to connect users with friends and family.

However, after all these data breaches and hacking scams, it’s unclear how many users will want a Facebook camera in their living rooms.

Featured image from Pixabay.