- STRICTLY CONFIDENTIAL - Disclaimer (Goldman Sachs) These materials have been prepared and are provided by Goldman Sachs on a confidential basis solely for the information and assistance of the Special Committee of the Board of Directors (the "Special Committee") of Hero (the "Company") in connection with its consideration of the matters referred to herein. These materials and Goldman Sachs presentation relating to these materials (the Confidential Information) may not be disclosed to any third party or circulated or referred to publicly or used for or relied upon for any other purpose without the prior written consent of Goldman Sachs. 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- STRICTLY CONFIDENTIAL - Disclaimer (Centerview Partners) This presentation has been prepared by Centerview Partners LLC (Centerview) for use solely by the Special Committee of the Board of Directors of HSN, Inc. (Hero or the Company) in connection with its evaluation of a proposed transaction involving the Company and for no other purpose. The information contained herein is based upon information supplied by Hero and publicly available information, and portions of the information contained herein may be based upon statements, estimates and forecasts provided by the Company. Centerview has relied upon the accuracy and completeness of the foregoing information, and have not assumed any responsibility for any independent verification of such information or for any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of the Company or any other entity, or concerning the solvency or fair value of the Company or any other entity. With respect to financial forecasts, including wit h respect to estimates of potential synergies, Centerview has assumed that such forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company as to its financial performances, and at your direction Centerview has relied upon such forecasts, as provided by the Companys management, with respect to the Company, including as to expected synergies. Centerview assumes no responsibility for and expresses no view as to such forecasts or the assumptions on which they are based. The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise and Centerview assumes no obligation to update or otherwise revise these materials. The financial analysis in this presentation is complex and is not necessarily susceptible to a partial analysis or summary de scription. In performing this financial analysis, Centerview has considered the results of its analysis as a whole and did not necessarily attribute a particular weight to any particular portion of the analysis considered. Furthermore, selecting any portion of Centerviews analysis, without considering the analysis as a whole, would create an incomplete view of the process underlying its financial analysis. Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of the analysis described above should not be taken to be Centerviews view of the actual value of the Company. These materials and the information contained herein are confidential, were not prepared with a view toward public disclosure , and may not be disclosed publicly or made available to third parties without the prior written consent of Centerview. These materials and any other advice, written or oral, rendered by Centerview are intended solely for the benefit and use of the Special Committee of the Board of Directors of the Company (in its capacity as such) in its consideration of the proposed transaction, and are not for the benefit of, and do not convey any rights or remedies for any holder of securities of the Company or any other person. Centerview will not be responsible for and has not provided any tax, accounting, actuarial, legal or other specialist advice. These materials are not intended to provide the sole basis for evaluating the p roposed transaction, and this presentation does not represent a fairness opinion, recommendation, valuation or opinion of any kind, and is necessarily incomplete and should be viewed solely in conjunction with the oral presentation provided by Centerview. 2
- STRICTLY CONFIDENTIAL - Overview of Conversation with Lion CEO On Tuesday, February 21, 2017, representatives of Centerview and Goldman Sachs (the Advisors) spoke with Lion Interactives CEO, Greg Maffei Maffei requested to speak directly with the Advisors Conversation was a follow up to a brief call between Arthur Martinez and Maffei during the prior week Maffei indicated that Queen is not currently in a position to make a proposal due to Lion internal corporate developments; will reach back out over the coming weeks to re-engage Over the next three weeks, Queen intends to announce a plan to create an asset-based stock consisting of Queen, zulily and Lions stake in Hero (the current composition of the Queen tracking stock) Maffei expressed the view that the stock will ultimately, although not immediately, trade better than the current tracking stock (will likely be included in the S&P 500) Maffei also expressed his desire for a two-way dialogue including discussion of Heros standalone plan and Heros view of potential synergies in advance of any proposal Advisors conveyed that Hero was approached by Lion, and before material engagement, a proposal should be made Maffei claimed that Lion and Queen are not as educated about Hero business as Advisors may believe Advisors reiterated that any transaction would constitute a change of control, and Hero expects to be compensated accordingly, in addition to being compensated for its fair share of synergies upfront Advisors also reiterated Heros confidence in its standalone plan Maffei noted that he will revert back to us in the next two to three weeks to provide additional perspectives on Queens new asset-based stock and analysis of potential synergies in a combination with Hero Does not believe Lion would need to make any amendments to its 13-D at this time or following certain discussions 3
- STRICTLY CONFIDENTIAL - Summary Perspectives on Hero Earnings Heros earnings were well received by investors, however heightened volatility caused pressure on Heros share price towards the end of Thursdays trading day Hero Three-Day Intraday Share Price and Volume Key Investor Themes 42.00 160 Heros Q416 results were well received by investors with much focus on better than expected earnings driving Wednesdays +7.8% performance The stock rallied on Wednesday and a few smaller trades by hedge funds were observed early Thursday morning The market was encouraged by the beat on revenue and adjusted EBITDA combined with relatively in-line numbers on average price point and units shipped Investors were encouraged by the 4% increase in digital sales, which now represents 55% of the business, even though sales fell 2% The diversity of Heros product offering remains attractive with a good mix between Home, Beauty and Health, Fashion and Jewelry Cash flow and broader financials remain strong and stable More broadly across the market, many investors continue to react to headline themes in the consumer retail market, particularly around potential tax headwinds. This has led to heightened volatility 41.00 140 40.00 120 39.00 100 38.00 80 37.00 60 36.00 40 35.00 20 Elevated volatility may have caused pressure on Heros share price towards the end of Thursdays trading day, potentially as technical traders exited positions Overall, the stock traded down (5.0)% on Thursday to $38.80 (VWAP was $39.73 for the day) 34.00 - 9AM 11AM 1PM 3PM 10AM 12PM 2PM 10AM 11AM 1PM 3PM 21-Feb 22-Feb 23-Feb Hero Share Price (USD) Volume 4 Source: Bloomberg as of February 23, 2017. Hero Share Price (USD) Shares Traded (mm) $ 37.90 5.4% $ 40.85 7.8 % $ 38.80 (5.0) % Previo $ 35.9 us Close 5
- STRICTLY CONFIDENTIAL - Hero and Queen Relative Stock Price Performance Over Time Hero has outperformed Queens stock price performance since the December 2016 Board Meeting Last 1 Year Since 14-Dec-2016 Board Meeting Performance (%) 1M 3M 6M 1Y 130% 115% 23.0 % 120% 110% 110% 7.3 % $ 38.80 105% 4.9 % 100% 90% 100% (19.8)% $ 38.80 (2.6)% $ 20.06 80% (20.1)% $ 20.06 95% 70% 60% 90% Feb-2016 May-2016 Aug-2016 Nov-2016 Feb-2017 Dec-2016 Jan-2017 Jan-2017 Feb-2017 Hero Queen S&P 500 5 Source: Bloomberg as of February 23, 2017. Indexed Price Indexed Price 16 Hero 14.8 % (4.0)% (10.7)% (19.8)% Queen 6.4 (9.4) (6.4) (20.1) S&P 500 4.4 7.2 8.1 23.0 9-May-2016 Queen announced 1Q16 results 22-Feb-2017 Hero announced 4Q results 4-Aug-2016 Hero announced 2Q16 results 5-Aug-2016 Queen announced 2Q16 results 7-Nov-2016 Hero announced 3Q16 results 8-Nov-2016 Queen announced 3Q16 results 4-May-2016 Hero announced 1Q16 results
- STRICTLY CONFIDENTIAL - Overview of Analyst Feedback Analyst commentary reflects optimism around in-process initiatives and industry dynamics, but also caution in light of near term headwinds that could pressure 2017 financials Estimate Revisions Estimates generally reduced in light of one less selling day in the year, supply chain optimization costs and a higher tax rate In 1Q:17, HSNI will have one less selling day and the company will contend with increased incentive compensation expenses and a higher tax rate in 2017. On a more positive note, we continue to argue that a new Chief Merchant, a new CFO, improved merchandising and favorable comparisons will result in improved EPS in 2017 and 2018. Sidoti, February 22, 2017 Potential Upsides Supply chain optimization almost complete HSN should further realize lower shipping costs related to Piney Flats upgrade starting in 2018. Craig Hallum, February 23, 2017 Potential Risks Leap year will have a significant impact Because Saturdays typically generate more than double the revenue of a Monday, we expect the impact to Q1 from the lost leap year to be $10 - $15mm. Craig Hallum, February 23, 2017 Strong senior management As 2017 progresses, we still expect HSNI to benefit from a new Chief Merchant, a new CFO, a more productive portfolio of catalogs under the Cornerstone Brands. Sidoti, February 22, 2017 Supply chain optimization will weigh on Q1 results Supply chain issues that hurt 4Q FY16 (by $0.19) also will hurt 1H17 EPS by about $0.10 $0.12. Sidoti, February 22, 2017 Continued growth and focus on digital channel sales We see a long-term opportunity for TV shopping generally and HSN to become e-commerce driven secular growth stories, fueled by video-rich websites that drive a third of sales and customers who may be uniquely responsive to new social marketing approaches. FBR & Co., February 22, 2017 Margin pressure from shipping and handling in short term HSN competes with Amazon.com and others in a by-mail retail segment beset by discounting shipping offers, which could drive incremental revenue and margin pressures. FBR & Co., February 22, 2017 Hero/Queen Combination We do not think [Queen will seek to acquire Hero] in the near term. At a recent investor day, Liberty Medias CEO, Greg Maffei, said the company would not tender for HSN, seemingly taking a possible merger off the table for now, despite the potential for meaningful synergies between QVC and HSN. FBR & Co., February 22, 2017 6 Source: Wall Street research as of February 23, 2017.
- STRICTLY CONFIDENTIAL - Select Analyst Price Target and Estimate Revisions Post-4Q Earnings Near-term Street estimates remain below Hero Management Projections as analysts have generally revised estimates downwards since Hero reported earnings 12-Month Price Target Broker 2017E 2018E 2017E 2018E 2017E 2018E 7 Source: Wall Street research as of February 23,2017. Note: Select brokers included who have updated estimates since Heros 4Q earnings release on February 22, 2017. (1) Hero Management Plan shared with Board on January 30, 2017. Hero Management Plan (1)$3,637 $3,786 $307 $346 $2.62 $3.03 Management Plan vs.Consensus Average 2.4% 4.4% 7.1% 8.9% 3.8% 2.0% Pre-4Q $42.50 $3,575 $3,674 $317 $348 $2.88 $3.29 Median Post-4Q 46.50 3,558 3,636 286 316 2.53 2.94 % Change +9.4% (0.5%) (1.0%) (9.7%) (9.0%) (12.2%) (10.7%) Pre-4Q $43.25 $3,576 $3,674 $306 $339 $2.85 $3.22 Mean Post-4Q 46.00 3,552 3,625 287 318 2.52 2.97 % Change +6.4% (0.7%) (1.3%) (6.4%) (6.2%) (11.6%) (7.7%) Pre-4Q 35.00$3,556 $3,661 $246 $302 $2.54 $2.85 $ Post-4Q $45.00 3,576 3,672 271 300 2.48 2.81 % Change 28.6% +0.6% +0.3% +10.3% (0.8%) (2.4%) (1.4%) Pre-4Q 4.00 $3,539 $3,623 $345 $357 $3.11 $3.22 $3 Post-4Q $37.00 3,540 3,600 302 338 2.58 3.05 % Change 8.8% +0.0% (0.7%) (12.4%) (5.4%) (17.0%) (5.3%) Pre-4Q $54.00 $3,616 $3,724 $320 $355 $2.76 $3.45 Post-4Q $54.00 3,483 3,520 278 307 2.26 2.82 % Change 0.0% (3.7%) (5.5%) (13.0%) (13.5%) (18.1%) (18.3%) Pre-4Q $50.00 $3,595 $3,687 $314 $340 $3.00 $3.35 Post-4Q $48.00 3,608 3,709 294 325 2.77 3.20 % Change (4.0%) +0.4% +0.6% (6.3%) (4.3%) (7.7%) (4.5%) Current Hero Share Price (as of 02/23/2017) $38.80 Revenue Adjusted EBITDA EPS
- STRICTLY CONFIDENTIAL - Spectrum of Potential Strategic Alternatives for Hero Illustrative Menu of Options for Hero Make Hero an Independent Company Status Quo With Plan Enhancements Status Quo Break-up of Hero Sale of Hero Maintain control of Hero, although Queen continues to own a 38% stake Benefit from the value creation from Heros standalone plan Maintain control of Hero, although Queen continues to own a 38% stake Benefit from the value creation from Heros standalone plan supplemented with plan enhancements such as capital structure moves or acquisitions Separate Cornerstone from Hero, likely through a sale of Cornerstone Hero to become independent from Queen with broad shareholder base Possibly achieved through: Offer to buy Queens 38% stake in Hero Queen spin-off of Hero stake Cash rich split-off Sale of Hero to Queen or interested third party Process options include: One-on-one negotiations with Queen Post-signing process through a go-shop provision after signing a deal with Queen Pre-signing process allowing interested third parties to participate 8
- STRICTLY CONFIDENTIAL - Key Next Steps Conduct business as usual: execute on Heros standalone plan and strategic initiatives Hero Standalone Refine plan as necessary, including identification of potential plan enhancements Continue to evaluate strategic alternatives for Hero Prepare to respond to a potential proposal from Queen Refine the communication plan vis-à-vis Queen, as appropriate, as process develops Interaction with Queen Update thorough analysis of the potential synergy opportunity in a combination, including incorporating input from Queen management, if/when made available Review and update the strategic, financial and operational benefits of a potential combination with Queen as new information becomes available 9