Exhibit 99.2
Filed by Liberty Interactive Corporation pursuant to
Rule 425 under the Securities Act of 1933
Subject Company: zulily, inc.
Commission File No.: 001-36188
Transcript of August 17, 2015 Liberty Interactive Acquisition of zulily Investor Call
Operator
Ladies and gentlemen, thank you for standing by. Welcome to the Liberty Interactive Acquisition of zulily Investor Call. [Operator Instructions] As a reminder, this conference is being recorded, Monday, August 17, 2015. I would now like to turn the call over to Joe Hoelscher, Manager of Investor Relations. Please go ahead.
Josef Hoelscher
Thank you. Before we begin, wed like to remind everyone that this call includes certain forward-looking statements, including statements about the proposed acquisition of zulily by Liberty Interactive, the commencement of an exchange offer for shares of zulily common stock, the realization of estimated synergies and benefits from the proposed acquisition, business strategies, market potential, future financial prospects, new service and product offerings and other matters that are not historical facts.
These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, the satisfaction of conditions to the proposed acquisition and exchange offer. These forward-looking statements speak only as of the date of this call and Liberty Interactive, QVC and zulily expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in the Liberty Interactives, QVCs and zulilys expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
Now Id like to introduce Greg Maffei, Liberty Interactives President and CEO.
Gregory B. Maffei
Chief Executive Officer, President, Director and Member of Executive Committee
Thank you, Joe, and good morning to all of you out there. Sorry to get some of you up so early, but we have good news. Today, speaking on the call besides myself, well have QVCs President and CEO, Mike George; zulily co-Founder, President and CEO, Darrell Cavens; and zulily co-Founder and Chairman, Mark Vadon.
Liberty Interactive is very excited to announce this acquisition of zulily, expanding QVCs leadership in discovery-based shopping. QVC is acquiring the leading scale, pure-play e-commerce platform with a very similar focus on discovery, customer engagement and experiential shopping. We look at this as expanding QVCs core demographic to millennial moms, leveraging the fulfillment, procurement and back-office efficiencies that QVC has and can bring to zulily and creating exciting options with regard to international expansion, new product categories and video commerce. And importantly, were retaining the highly skilled founders and the management team that built zulily.
So a few reasons we consider the zulily acquisition highly strategic for QVC. First, its going to accelerate the growth that we have in our domestic business. Second, its going to diversify our multiplatform strategy and evolving digital landscape. It adds a complementary business with a very attractive business model. It enhances QVCs already sizable and scaled e-commerce platform. And as Ive noted, it provides a new, highly attractive, new customer acquisition funnel for QVC. In the words of our Chairman, its a Lucky Strike extra to get to welcome my friend and e-commerce leader, Mark Vaden, to the Liberty Interactive Board of Directors.
Looking at the financials for a sec. We consider this a highly efficient use of QVC Groups capital structure. The deal offers QVC Group shareholders high return deployment of our free cash flow. And due to the free cash flow generation capabilities that QVC and zulily together will have, leaves sufficient flexibility to devote the vast majority of our future free cash flow to share repurchases. I anticipate we should be able to sustain our share repurchases at levels similar to those the levels youve seen over the last few years. And lastly, in the financial category, it takes advantage of the current low interest rate environment to bring us to an attractive leverage level. QVC can accelerate when we look in the other side, QVC can help accelerate the evolution of zulilys platform.
So let me introduce Darrell and let him chat a little bit about whats going on at zulily.
Darrell Cavens
Chief Executive Officer, President and Director
Thanks, Greg. Were really excited to be here. And as I look at kind of our opportunity to partner with the team at QVC and Liberty, I think theres just some great opportunities for us ahead. I want to take a moment and share a little bit about zulily for those of you that are not as familiar with our business.
Unlike QVCs 30-year history, were only a 5.5-year-old business. When Mark and I started this business, we were really looking for opportunities to change the way people shop online. Our goal was really to bring a boutique retail experience online. And at the time, as we looked at back in 2010 when we were starting the business, we didnt think anybody had done that particularly well and we felt like there was a pretty unique opportunity to bring that experience to a set of customers that we thought really wanted it.
Our focus has always been on discovery and trying to really make sure that our customers are able to show up each day and find something special and unique. And so as we set out to create a customer experience online, we really had 3 major themes. And I think theyre very similar to that of QVCs values, our focus on freshness, new, fresh product every day. And if you look at what were delivering, were offering up over 100 new events on the site each day and thousands of new products. On the discovery side, were trying to make sure that she can find those boutique and special brands that you cant find elsewhere.
A huge number of our products that we sell on the site dont have a UPC symbol. We talk internally about this idea that theyre kind of off the end of the longtail in many ways. Theyre these kind of boutique brands often from kind of entrepreneurs around the country that dont have great distribution in their product, but were able to offer up that special differentiated product. And were able to use a lot of technology to enable that. So we have a tremendous amount of effort thats gone into building our personalization engines so that we can really deliver a one-to-one experience.
And then value is absolutely a critical piece of what were delivering. I think our powerful merchandising organization of over 500 people were out there sourcing these products, brands, trying to find this differentiated product every day. The average for our orders, if you look at our typical order is about $56, our average item is about $18. And what that allows us to do is drive a set of frequency that we think is pretty unique in e-commerce and I think aligns very well with what QVC has built as well.
So if I look at our history as a business, the last 5.5 years, as we started out in that first year back in 2010, we did $18 million in sales, which we thought was a pretty good first year. And now were operating at over $1.2 billion in annual net sales. We think this is a pretty unique growth trajectory and one of the few that has made it to $1 billion in sales in 5 years. The only other 2 that were aware of are folks like Amazon and Old Navy.
Similar to QVC, the repeat behavior of our customers has driven this tremendous and fast growth. Our customers come back to us again and again and again. And along with that, our mobile-first offering provides a broad selection of products and categories and drives that frequency. The use case for our customers is often when shes standing in line at Starbucks waiting for her drink or at the kids school waiting for the kid to come out and shes got a couple of extra minutes, shes able to pull up zulily and discover fresh, new product every day.
Were now shipping over 25 million orders a year within our fulfillment centers out of Nevada, Ohio and
Pennsylvania. And it really gives us sort of national coverage. And I think our partnership with QVC is going to allow us to continue to expand that. International is still a very small portion of our business. And at this point, primarily all our shipping is happening out of the U.S. And we think theres opportunity ahead.
Now let me turn the call over to Mike, and hell walk you through the complementary businesses in greater detail.
Michael A. George
Chief Executive Officer and President
Thank you, Darrell. We at QVC are thrilled to be joining forces with Darrell and Mark and the terrific team here at zulily. They have built a remarkable business that, as youve heard from both Greg and Darrell, that we think is highly complementary to ours.
QVC is the worlds leading video and e-commerce retailer. And like zulily, we offer an engaging, highly differentiated shopping experience centered on the joy of discovery. And like zulily, we serve an attractive customer base of women with above-average household wealth who love to shop, who are early e-commerce and mobile adopters. And like zulily, we believe passionately in building long-term, trust-based customer relationships and we enjoy very high levels of customer loyalty. Over 90% of our orders come from repeat customers and approximately 90% of our existing customers continue with us from year-to-year.
We primarily serve 35- to 65-year-old women, which zulily perfectly complements with its millennial focus. We provide a highly diverse product offering that complements zulilys product range. And while we both focus on brands that are not easily found elsewhere, zulilys emphasis on small boutique brands is, we think, a strong complement to our prestige, entrepreneurial and proprietary brands.
With this partnership, were creating powerful multiplatform global retailer. On a pro forma basis, our companies generated a combined $10 billion of sales over the last 12 months. Our TV broadcast reached 340 million homes through 12 channels. And were the largest video commerce retailer in the world. Well have a combined active customer base of approximately 19 million. We generated about $5 billion of combined e-commerce revenue with about half of that from mobile orders. And we will be one of the leading e-commerce and mobile retailers in the world.
The 2 companies together have over 1,000 merchants around the world constantly searching for the latest discoveries and they enjoy privileged relationships with thousands of vendors. Globally, the 2 companies have a presence in 14 markets and shipped over 230 million items to our worldwide customer base last year. We believe this combined retail platform creates enormous opportunities for both companies to extend their leadership and success. So as weve discussed, QVC and zulily are highly complementary companies, each an established market leader in experiential shopping, focused on the joy of discovery, featuring highly differentiated product offerings and very successful mobile and digital engagement while at the same time, the unique strengths of our respective commerce platform provides opportunities to drive incremental revenue.
zulily has powerful proprietary personalization algorithms and technologies and an agile and efficient digital content production and asset-management system that we at QVC can benefit from. Each day zulily sends millions of highly personalized e-mail messages before 9 a.m. and it presents unique Web experiences to virtually each customer and visitor on their site based on their shopping patterns. At the same time, we think zulily can benefit from QVCs video prowess. We produce approximately 40,000 hours of live video on TV every year and feature 130,000 videos online. We also expect to leverage our combined buying and sourcing capabilities and our vast vendor base.
We believe theres an opportunity to migrate zulily vendors to QVC by harnessing the power of QVCs TV reach and helping them reach new customer segments. We also see opportunities to offer QVCs proprietary brands, such as Isaac Mizrahi or our upcoming launches of Halston and C. Wonder and other powerful properties like our Todays Special Value, on the zulily platform. And by combining forces, we substantially increased the management bench strength and the resources of both companies, and we should be able to drive growth initiatives more effectively.
Both zulily and QVC are strong business models operating at scale with attractive customer purchase behavior,
profitable unit economics and strong free cash flow conversion. We see opportunities over time to extend the purchase cadence and increase the annual spend with both brands through the kinds of strategies Ive just described. And together, both companies can learn from each other as we pursue complementary marketing strategies focused on attracting and retaining high lifetime value customers, who embrace the unique shopping experiences we provide rather than one-off transactional customers.
Both companies, as Ive discussed, serve highly attractive customer bases. Theyre highly engaged shoppers with strong loyalty and purchase frequency. But today, theres a little overlap of our customer bases. Just 6% of zulilys customers purchased from QVC in the last year. We plan to extend the reach of both brands by leveraging data and analytics to find targeted and personalized ways to expose QVC customers to zulily and vice versa. We can also cross-sell through shared events and promotions, celebrity engagement on both platforms and joint launches of new brands.
We see strong efficiencies from combining the power of these 2 platforms. We believe theres the potential for meaningful cost synergy by combining our purchasing power and volumes. But more important are the opportunities for accelerated growth, including leveraging QVCs global presence to accelerate zulilys international growth. Currently, QVC broadcasts its TV programming to 9 countries on 3 continents while zulily operates a complementary international model without the need for significant overseas investment. We believe our local market resources, knowledge and vendor relationships can be leveraged to expand zulilys international presence.
And perhaps whats most exciting about this new partnership isnt captured on any of the slides weve shown today. That its become clear to us that in zulily, we have found a kindred spirit, a management team and an organization that shares much of our culture and values, that embraces the power of a customer-centered business model and a company that is maniacally focused on improving the business customer-by-customer, item-by-item, every minute of the day. So critical to our consideration was that Darrell and his leadership team stay committed to the company and that we can continue to take advantage of Marks experience, insight and passion. QVC and zulily are tremendous businesses with strong management teams. And we want each to remain focused on building their brands and realizing their full potential while we collaborate on those high-value opportunities that will make our combined companies under Liberty much stronger that either could be on its own.
And Ill turn it back to Greg.
Gregory B. Maffei
Chief Executive Officer, President, Director and Member of Executive Committee
Great. Thanks, Mike and Darrell. If you look at Slide 11, it provides a brief overview of the deal. Liberty Interactive is acquiring all the outstanding shares of zulily through an exchange offer with a follow-on merger. And this will all be attributed to the QVC Group tracking stock. The total consideration of $18.75 per share implies an equity value of $2.4 billion and an enterprise value of $2.1 billion. The consideration is half in cash and half in newly issued QVCA shares. The cash portion will be funded through cash on hand at zulily and a drawdown on QVC, Inc.s revolving credit facility. We expect to issue a total of about 40 million new QVCA shares.
Looking at the next slide briefly on the capital structure. As I noted, we expect to fund the cash portion of the deal with $300 million of cash on hand at zulily and about a $900 million drawdown on QVC, Inc.s revolving credit facility. Please note that the incremental EBITDA from zulily will not count towards the leverage calculation at QVC and the pro forma leverage at the operating company QVC level will be 2.8x. But I expect we will be bringing that down quickly, given the free cash flow generation that I mentioned earlier.
With that, let me turn it over to Mark for some remarks on the deal as well.
Mark C. Vadon
Chairman
Thanks, Greg. Briefly, were just really excited about the partnership with QVC. As Mike and Darrell said earlier, the transaction is all about investing in our combined future. As a single global retailer with 2 distinctive brands, we believe that we have the opportunity to accelerate our growth much faster together than if either of us was on our
own. QVC has transformed from a TV shopping company to the worlds leading video and e-commerce retailer that shares a great culture and a very similar understanding for bringing entertainment, discovery and value into the daily customer experience. As Mike mentioned, as part of the QVC family, we believe there are major sources of synergy which will allow us to create a powerful multiplatform and multibrand retailer that continues to innovate and change the way people shop.
Ill just hand it back to Greg to close here.
Gregory B. Maffei
Chief Executive Officer, President, Director and Member of Executive Committee
Great. Well, as you can hear, were very excited at Liberty, at QVC and at zulily about the prospects for the combined company and the opportunity to work together going forward. Thanks to Mike, Darrell and Mark and everyone for joining. And with that, operator, Id like to open the floor to questions.
Question and Answer
Operator
[Operator Instructions] Your first question is from the line of Matt Nemer from Wells Fargo.
Matthew R. Nemer
Wells Fargo Securities, LLC, Research Division
Ive got a couple of questions for Mike George. The first is do you have a sense for what percentage of ZUs active users you think youll be able to eventually convert over to QVC active users based on their demographics or their behavior?
Michael A. George
Chief Executive Officer and President
Thanks for the question. I think its too early to tell. What we were encouraged by when we looked at zulilys customer base, we had a couple of observations. First, today, there is low overlap. So I mentioned only 6% of zulilys active customers made a purchase on QVC. So that gives us a lot of upside. But they are very similar kinds of customers. We both serve an above-average income customer and a customer that just really loves shopping, loves experiential shopping, loves to discover new things, enjoys coming back every day. So other than the fact that their customer base is somewhat younger than ours, on all the other dimensions, they look very similar. One of the things that Darrell and I talked about is it feels very much like the zulily customers is the customer that 10 years from now might migrate to QVC in terms of her core behavior. So if we can get her excited about QVC at an earlier stage, we think theres a lot of opportunity there.
Matthew R. Nemer
Wells Fargo Securities, LLC, Research Division
And then as a follow-up to that, between this announcement and the recent C. Wonder announcement, it does feel like theres a broader push towards a younger customer queue. Is that is there a broader strategy at play here to try to drive the customer base younger?
Michael A. George
Chief Executive Officer and President
I would say weve never tried to target any particular customer demographic. Our view is offer a highly engaging experience, let customers [indiscernible] what they love, continue to try to test new brands, test new platforms and see what happens. So its kind of an observable fact that our average customer age has [indiscernible] a little bit lower over the last few years, which I do think is a reflection of categories like beauty and brands that tend to appeal to the younger customer and a little bit of a reflection of our success offering her the kind of engagement a younger
customer wants on mobile and other platforms. So were just trying to look for great products and have a great platform and let things fall out where they do. That said, by obviously joining forces with zulily, well get the substantially broadened customer base. And while Im never personally concerned about whether the next generation of customers will adopt QVC, Ive always felt like QVC can continue to adapt and appeal to new generations of customers. Joining forces with a retailer that speaks to that customer, the younger customer every day, gives us a powerful opportunity to enhance this customer base.
Gregory B. Maffei
Chief Executive Officer, President, Director and Member of Executive Committee
Its Greg. If I could just add, it wasnt necessarily that the idea of trying to younger cheaper, younger demographic, it was the case that zulily looked so much like QVC and met the needs of that younger demographic and fits so well. This is really unusual for Liberty. Were doing something that is highly synergistic. We never really rely on that. And this is a case where we didnt have to go for synergies. There are savings around costs, but more importantly opportunities around revenue that are really unparalleled and the fit was so natural. The fact that it led to a younger demographic was kind of like just happened to be the case. It wasnt a goal. It was the fact that these companies fit so well together.
Matthew R. Nemer
Wells Fargo Securities, LLC, Research Division
Understood. And lastly, Greg, do you have a sense for when youd be able to restart the buyback at QVCA? It sounds like most of the cash will go towards debt paydown in the short term.
Gregory B. Maffei
Chief Executive Officer, President, Director and Member of Executive Committee
No, I actually dont think thats the case. I think were going to have the same opportunities I mentioned earlier to continue to buy back at levels that weve done over the last few years. If you look at the incremental EBITDA that is being generated here by zulily, the growth at QVC has over the next couple of years, thats going to open up room under our borrowing capacity to continue to have meet our leverage targets. And the fact that we have such strong free cash flow should allow us probably exceed but within the range that weve done over the last couple of years. So I do not anticipate a cessation of the buyback.
Operator
Our next question is from the line of Jason Bazinet of Citi.
Jason B. Bazinet
Citigroup Inc, Research Division
Question for Mr. Maffei, maybe a two-parter. I think while Liberty is viewed as a very good steward of capital broadly, Im not sure the e-commerce assets that youve acquired in the past were sort of ranked towards the upper end of what the buy side views as sort of great acquisitions. So can you just spend a second and compare and contrast this acquisition relative to the others that sit over at Ventures? And the second part is was your decision to pursue this acquisition at all influenced by Alibabas stake in zulily? In other words, should investors view this as mostly offensive but also partially defensive?
Gregory B. Maffei
Chief Executive Officer, President, Director and Member of Executive Committee
On the second point, no, Alibaba had no impact on us. Look, as I think I noted, this is about a highly just synergistic company, a great management team, a great operating business, a fit on the demographic side, opportunities around synergies. Thats what drove QVC and Liberty to want to join with this company. On the first part, I think, first, theres perhaps a misunderstanding on how weve done with our e-commerce portfolio. If you look at the recent Backcountry sale, I think it was more exciting than people thought. If you look at the value created by
CommerceHub and Bodybuilding, I suspect its more than people thought. And well likely prove that over time. That having been said, what we really like about this thats different is some of the things that were mentioned earlier by Darrell and Mark and Mike. The fact that the model is so differentiated, the fact that it fits so well, the fact that this company has been able to grow so quickly, one of the fastest to $1 billion in revenue, we think those are natural strengths of the business that are only enhanced by joining with QVC.
Operator
Your next question is from the line of Barton Crockett of FBR Capital Markets.
Barton E. Crockett
FBR Capital Markets & Co., Research Division
I was wondering if theres any possibility of providing a little bit more quantification of the synergy opportunity. It seems like you guys are buying this company at a healthy kind of double-digit multiple of EBITDA, just a quick look at the consensus numbers, not having looked at zulily before today, really. What do you think that number could get to after you put in synergies? And would you say that synergies are larger on the revenue side than the expense side?
Gregory B. Maffei
Chief Executive Officer, President, Director and Member of Executive Committee
Mike, do you want to start, and then Ill add on?
Michael A. George
Chief Executive Officer and President
Yes. So a couple of thoughts. We do think there are some near-term cost synergies. We want to kind of go through the work to confirm we can get those cost synergies. When you look at the combined procurement power of the 2 companies, when you look at how many packages the 2 companies together ship out, these are pretty staggering numbers. So if you assume some kind of modest procurement efficiencies in big line items, I think you could easily get to in the tens of millions cost synergy that on zulilys current EBITDA base is a meaningful number. That said, as important as that is and well go chase that, we do think it pales in comparison to the potential to accelerate sort of long-term revenue growth profile for both companies. Weve got to prove that case out. Weve got to kind of get in there and get in the market and do fun things together and see what the impact can be. But when you think about the kind of revenue trajectory the combined company could have at what are still very, very high EBITDA margins and both companies being strongly free cash flow-positive, thats a pretty special story. And the kind of near-end cost savings, I think, adds to the story.
Barton E. Crockett
FBR Capital Markets & Co., Research Division
Okay. And then if I could ask a separate question, you guys have a history obviously of embracing things like tracking stocks. This is a very different kind of growth profile at zulily than QVC. Is it possible that you would contemplate putting this as a separate tracking stock after you do the acquisition, so itd be easier for investors to value them distinctly?
Gregory B. Maffei
Chief Executive Officer, President, Director and Member of Executive Committee
Well, Barton, I dont think thats in our current thoughts. You never know with Liberty because our current thoughts usually change every morning. But at the moment, I think we are most excited about some of the things weve talked about, the opportunity to put these 2 businesses together. I think the growth rates here are going to help accelerate the growth rates at QVC. And our hope is, and I dont think theres any reason why it shouldnt happen, you look at the amount of Internet revenue the combined company will have at scale, the percentage, were encouraged that the opportunity to show investors that this is really an Internet vehicle for the whole thing and articulate how well the
whole company is doing. Thats the appeal.
Barton E. Crockett
FBR Capital Markets & Co., Research Division
Okay. And then just one final thing here. Relative to HSN, you guys have in the past expressed, I think, limited interest in buying in the stake in HSN that you dont own at these valuations. That seems to stock up some capacity. Should we assume that your stance towards HSN is similar to what its been the past?
Gregory B. Maffei
Chief Executive Officer, President, Director and Member of Executive Committee
Well, I think you should first start with the proposition that we look to reinvest our free cash flow in the most attractive place. And youve seen us do that over the last few years on our own stock. Just as a matter of math, that has gotten by most measure to get less attractive. Were at a higher multiple than we were in 2009 than we were in 2010. We have the luxury of continuing that. Even though its less attractive, we still consider it attractive and investing here in something that we think will generate higher rates of return for the benefit of our shareholders and be strategic. So all attractive on all measures. HSN is a great company. Were proud to have them in the Liberty family. But when we look at the profile of its growth rate, which looks more similar to our own, versus the multiple not only of EBITDA but even more of free cash that its trading at, we dont consider that attractive versus our own stock and certainly not versus the opportunity to join with zulily.
Operator
Your next question is from the line of Neely Tamminga with Piper Jaffray.
Neely J.N. Tamminga
Piper Jaffray Companies, Research Division
We agree youre getting some great human capital with Mark and Darrell and the whole team. All right. So if I could just ask a little bit more. Could you help us on more of the back-end logistics. Have you done an assessment of their own fulfillment center and their physical assets? And what do you think you bring to the table or they bringing something to the table more on that kind of very important but unsexier side of logistics as we deliver packages to consumers? Can you help us think through that?
Gregory B. Maffei
Chief Executive Officer, President, Director and Member of Executive Committee
I think weve got lots of views on that. But Id love to hear and maybe you would love to hear, too, first, Darrell talk about what he sees, and then well have Mike do some incremental thoughts.
Darrell Cavens
Chief Executive Officer, President and Director
Yes, its a great question. I think as we look at the opportunity here, Ill start with the merchandising side of things because I think that as we look at the 15,000 vendors that we partner with and the thousands that QVC partners with, I think theres an opportunity, first and foremost, to bring those together and really expand the offering that the vendors have there. And I think as I look at the opportunity, I think theres a giant opportunity there. I think as we look at the supply chain side of things, I think that the scale that QVC has here in the U.S. as well as frankly the scale and capacity they have in their international markets is going to bring us the ability to potentially kind of leverage some of that. And I think as Mike mentioned earlier, just the scale of transportation that the QVC team is doing in terms of number of packages shipped per year relative to us, I think that both Mike and I feel theres got to be opportunities for us to kind of take the best of what were doing and the best of what QVC is doing. And this is one of those cases where 1 plus 1 may, in fact, equal 3 as we think about putting those pieces together. I think on the supply chain side, the fulfillment center side, I think that weve got a pretty unique and in-house developed kind of technology solution there. And I think theres probably some potential there to kind of work with the QVC team to
see if theres pieces we can make that work. And I think as weve shared before, were aggressively working to drive down our order delivery time. And I think that we both feel that theres kind of synergies here to help improve that. I dont know, Mike, if you have...
Michael A. George
Chief Executive Officer and President
Nothing really to add. I think Darrell said it well, 2 great supply chain organizations with processes and capabilities. And hopefully the 2 together, well be that much stronger.
Neely J.N. Tamminga
Piper Jaffray Companies, Research Division
And then unless I missed this, is there whats your general time line around closing as well as also synergies? What sort of time line are you guys looking for to kind of bring this all together?
Gregory B. Maffei
Chief Executive Officer, President, Director and Member of Executive Committee
I think we hope to close in the fourth quarter. And I think Mike noted that the cost synergies will probably be more quick. Expect well get a lot of those through 2016. And then the revenue synergies, which ultimately we believe are larger, will take a while to build. I dont know, Mark or Darrell...
Mark C. Vadon
Chairman
No, Id say for me, this deal is all about growth. So when I look at this from the zulily lens, Im super excited about the merchandising side of things. I mean, we talked earlier about zulily having a younger customer base and being able to migrate that base, but I think you could say the same thing on the vendor side. We tend to have smaller vendors who are kind of earlier in their life cycle. And I think we can almost be a farm system of kind of finding and growing small brands that would appeal to the QVC customer and vice versa. Ive been watching a lot of QVC lately and I see brands there that our customers would love. As a young business, 5 years into this, were working every day to build vendor relationships. But QVC is so much further down that path. So for instance, yesterday, Todays Special Value on QVC was the Dyson cordless vacuum cleaner. I was watching that thinking, We could sell a lot of those. Last night on QVC, we had SKECHERS, just an enormous, amazing selection of shoes. I was watching that, we would sell thousands and thousands of units of that merchandise if we got it on our platform. So I think thats where in the end, the real well find cost synergies in places like transportation and things like that. And thats great, and I think that will make the deal an attractive deal on its own. But if we can unlock the synergies on the merchandising side, I think thats where enormous value is going to be created here.
Operator
Your next question is from the line of Mark Mahaney with RBC Capital Markets.
James Patrick Shaughnessy
RBC Capital Markets, LLC, Research Division
Jim Shaughnessy filling in for Mark. Just a couple of real quick ones from us. Subsequently building off the timing to close questions, can you just outline some of the benchmarks we should be looking for and any potential hurdles you see that could impact the timing or close the deal?
Gregory B. Maffei
Chief Executive Officer, President, Director and Member of Executive Committee
On the latter part, I dont anticipate any hurdles regulatory or otherwise. The timing should be pretty quick. Weve got a tender offer that will be commenced in short order, be stay open for 30 days and look to have over half the
stock coming, which Im comfortable we will get, given some of the major shareholders sitting in the room with us are tendering, and closing the back end very quickly thereafter. So thats why were confident on a Q4 close.
James Patrick Shaughnessy
RBC Capital Markets, LLC, Research Division
Okay, great. And then second question, just wondering if you could give some quick background as to how the deal came together, who approached whom. I know the zulily management has always referred to them as similar to QVC. So just a little more some background or color would be helpful.
Gregory B. Maffei
Chief Executive Officer, President, Director and Member of Executive Committee
The background is we have watched not only what Mark and Darrell have done at zulily but all the way back to what they did with Blue Nile and been impressed. We watched zulily, and as many have noted, it is, in many ways, the Internet younger version of QVC and watched it with great interest. And when the sort of valuation became more realistic for who we were, I reached out to Mark and we began the dialogue.
Operator
Our next question is from the line of Tom Forte with Brean Capital.
Thomas Forte
Brean Capital LLC, Research Division
So I have one for Greg, and then 2 for Mike. So Greg, are you going to continue to look for additional deals within the e-commerce space? And then for Mike, how should we think about leveraging on-air, zulily on-air? And then should, from an international standpoint, we expect that there will be zulily in all the QVC international markets?
Gregory B. Maffei
Chief Executive Officer, President, Director and Member of Executive Committee
Well, on the first part, I dont think were looking. I think in many ways zulily was such a natural fit, it found us. And as weve noted, they talk about being QVC-like from well before our dialogue began. And there are not that many companies that fit well with QVC. And frankly, youve seen Liberty, to some degree, decide that stand-alone e-commerce is probably not our focus. But the fact that this company fits so well is what found us. So I dont see us doing many more of these. Id be very surprised if well do anything in scale like this.
Michael A. George
Chief Executive Officer and President
Tom, on your other question, we do think on-air is an opportunity. So again, our general approach in all of the revenue synergies is were going to put together some joint teams and theyre going to be in a kind of rapid test and learn mode. And Im sure many of our great ideas wont work and other things will emerge that we never dreamed off that become huge. So we just want to start to really test and learn how we can leverage each others platform. So you could certainly envision as zulily on TV. You could envision zulily programming that would probably look totally different than QVC programming but would be a strong kind of lead generation device to get people to the zulily platform. And so using the power of our airwaves, we think, is meaningful. But also using our video production capabilities to maybe add richer video content to zulilys site, which is something that they havent historically focused on. Even to support zulilys advertising, television advertising campaigns, which theyre kind of a master at. So a lot of opportunities to leverage beyond our resources and the sort of video production capabilities. On the international side, again I think its too early to say exactly what that looks like. I note that zulily has a complementary international model. They ship to 85 countries, several countries, they ship directly, highly efficient approach for international expansion. At the same time, weve got meaningful resources on the ground in 4 markets in Europe and 2 in Asia. So well, in the same mode, kind of just keep learning, learning how to leverage our international on-air resources, our international vendor contacts to figure out how can that boost zulilys growth. But
I think its too early to sort of describe the exact form that will take. I think were going to need to experiment our way to the best approach.
Operator
Our next question is from the line of Alex Fuhrman with Craig-Hallum Capital Group.
Alex Joseph Fuhrman
Craig-Hallum Capital Group LLC, Research Division
Interesting, kind of a surprising number, given the size of QVC, that 94% of zulilys customers arent shopping there. I was wondering, can you give us a sense of that sort of number on the brand vendor side? Id be curious to what percentage of zulilys revenue is coming from product sales of brands and vendors that are also being worked with on the QVC side in terms of national brands. And then looking at whats zulilys customers are really buying and how their demographics shake out, what are the private label and exclusive brands within the QVC family that youre most excited about rolling out through the zulily interface?
Darrell Cavens
Chief Executive Officer, President and Director
Yes. So this is Darrell. I mean, I think as we look at kind of the, I think, second part of your question first, the opportunity on kind of the brand side, I think that we see a whole set of proprietary brands around kind of health and beauty that are a big opportunity. I think things like jewelry, categories like that, that we candidly kind of dont do a lot of sales and business in today. Im sorry, the first part of your question, sorry I lost my train of thought there. The brand overlap, yes. So I think as we look at the brand overlap, the majority of the zulily kind of brands that we sell are really kind of smaller, up-and-coming brands. And I think that as we looked at the overlap, and we dont have we havent kind of meshed vendor lists yet. But I candidly dont think theres a lot of overlap there. I think that the brands that were out chasing on zulily oftentimes dont have distribution on QVC. And candidly, some of the brands we are chasing that we havent been able to close yet are on QVC. And so I think our ability theres a real kind of synergistic nature, where we can take these brands and these merchandising teams both that are at scale and kind of bring together an opportunity to source these different products and put them on the complementary channels, be they zulily or QVC. So I dont think theres a lot of overlap there.
Operator
Our last question is from the line of Mark Miller of William Blair.
Mark R. Miller
William Blair & Company L.L.C., Research Division
This looks like an exciting opportunity. Given the similarity of the business models, Id like to get the teams perspective based on the learnings at QVC on how zulily can further evolve the customer proposition. So Darrell and Mark, weve been talking a lot about the return policy and free shipping for best customers. But looking at the experiences of QVC and also Mike, Id be interested in your perspective on how the company has the best opportunities to enhance that experience.
Darrell Cavens
Chief Executive Officer, President and Director
Yes, I mean, I guess I can jump in. I think that theres a whole set of programs that QVC has and candidly a real depth of experience over the years testing and trying a lot of different programs. And so a simple one Id point to, although I think there are many more, is something like the QVC Easy Pay platform, where theyre able to offer product to customers in with a payment method over time. Thats not something that weve ever done here at zulily. And I think that there are programs like that. You mentioned returns. We continue to touch that. I think obviously tremendous amount of data that the QVC team has on returns across categories, I think, can help inform us. And so I think that theres a lot of programs there that just candidly comes from a business that is 30 years old as
opposed to one that is 5. And so I think we can take a lot of those lessons. Mike?
Michael A. George
Chief Executive Officer and President
Yes, I agree with all that. And I think well learn, too. zulily has this strong focus on what they call the corporate [indiscernible], really operationally intensive companies, companies we like about our partners. And I think we both bring that same insight to how do you continue every day to make incremental improvements in the customer experience and really listen, learn and respond. And its the mindset and the value that we both share. And I think there will be opportunities to continue to improve the customer experience for both brands.
Mark R. Miller
William Blair & Company L.L.C., Research Division
And then my other question is on zulilys tax collection status from a state sales tax perspective, how that could be impacted at the transaction. And then just any perspective you can offer then on the states where zulily does collect tax and what you assess the impact to be.
Gregory B. Maffei
Chief Executive Officer, President, Director and Member of Executive Committee
We dont anticipate any changes in either QVC or zulilys status going forward. But no guarantees, but thats our anticipation. Great, operator. Thank you very much. And thank you to the audience from Mike, Darrell, Mark and myself and the teams at QVC and zulily. Were very excited, as you can tell. And we hope youll join us next time on the earnings call for QVC and Liberty Interactive, if not sooner.
Operator Thank you. Ladies and gentlemen, that does conclude todays conference call. We thank you for your participation and ask that you please disconnect your lines.
*****
Additional Information and Where to Find It
The exchange offer for the outstanding shares of zulily, inc. (zulily) referenced in this communication has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of zulily or Liberty Interactive Corporation (Liberty Interactive), or to purchase shares of Liberty Interactive, nor is it a substitute for the registration statement and exchange offer materials that Liberty Interactive and/or its acquisition subsidiary will file with the U.S. Securities and Exchange Commission (the SEC) upon commencement of the exchange offer. At the time the offer is commenced, Liberty Interactive and/or its acquisition subsidiary will file exchange offer materials on Schedule TO and a registration statement on Form S-4 with the SEC, and zulily will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the exchange offer. The exchange offer materials (including a Prospectus/Offer to Exchange, a related Letter of Transmittal and certain other offer documents) and the Solicitation/Recommendation Statement will contain important information. Holders of shares of zulily are urged to read these documents when they become available because they will contain important information that holders of zulily securities should consider before making any decision regarding tendering their securities. The Prospectus/Offer to Exchange, the related Letter of Transmittal and certain other offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of shares of zulily at no expense to them. The exchange offer materials and the Solicitation/Recommendation Statement will be made available for free at the SECs web site at http://www.sec.gov. Free copies of these documents will be made available by zulily by mail to zulily, inc., 2601 Elliott Avenue, Suite 200, Seattle, WA, 98121, Attention: Erica Yamamoto and free copies of the exchange offer materials will be made available by Liberty Interactive by directing a request to Liberty Interactive, 12300 Liberty Boulevard, Englewood, CO, 80112, Attention: Investor Relations, Telephone (720) 875-5420.
In addition to the Prospectus/Offer to Exchange, the related Letter of Transmittal and certain other offer documents, as well as the Solicitation/Recommendation Statement, Liberty Interactive and zulily file annual, quarterly and special reports and other information with the SEC. You may read and copy any reports or other information filed by Liberty Interactive or zulily at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Liberty Interactives and zulilys filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at http://www.sec.gov.