$2.1 Billion Acquisition of HSNi

July 6, 2017

Cleary Gottlieb is representing Goldman Sachs & Co. LLC and Centerview Partners LLC, as financial advisors to the Special Committee of the Board of Directors of HSN, Inc. (HSNi), in the acquisition by Liberty Interactive Corporation of the 61.8 percent of HSNi not already owned by Liberty Interactive.

In the acquisition, each share of HSNi will be converted into the right to receive 1.65 shares of Liberty Interactive’s Series A QVC Group common stock. The acquisition, announced July 6, 2017, is equivalent to an enterprise value of $2.6 billion and an equity value of $2.1 billion for HSNi, and is expected to be completed by the fourth quarter of 2017 subject to the approval of HSNi shareholders, receipt of requisite regulatory approvals and other customary closing conditions. Liberty Interactive has agreed to vote its HSNi shares in favor of the transaction.

HSNi consists of HSN, a leading interactive multichannel retailer, and Cornerstone, which is comprised of leading home and apparel lifestyle brands including Ballard Designs, Frontgate, Garnet Hill, Grandin Road and Improvements.

Liberty Interactive operates and owns interests in a broad range of digital commerce businesses. Liberty Interactive’s QVC Group consists of Liberty Interactive’s subsidiaries, QVC, Inc. and zulily, llc, and its interest in HSNi.