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Home Advisor Angies List

The document discusses a proposed merger between IAC, ANGI Homeservices Inc., and Angie's List to create a clear leader in the home services industry. It notes that the $400 billion home services market is undergoing rapid online migration, and the merger would combine the largest brand and network with the best product. The merger is expected to generate substantial synergies by accelerating the online transition of the industry. However, the document also provides cautionary language about forward-looking statements and risks to the projections.

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0% found this document useful (0 votes)
52 views18 pages

Home Advisor Angies List

The document discusses a proposed merger between IAC, ANGI Homeservices Inc., and Angie's List to create a clear leader in the home services industry. It notes that the $400 billion home services market is undergoing rapid online migration, and the merger would combine the largest brand and network with the best product. The merger is expected to generate substantial synergies by accelerating the online transition of the industry. However, the document also provides cautionary language about forward-looking statements and risks to the projections.

Uploaded by

ignacia
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
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You are on page 1/ 18

Accelerating Category Leadership

May 1, 2017

1
Cautionary Statement Regarding Forward-Looking Information
The information presented herein may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform
Act of 1995. The use of words such as “anticipates,” “estimates,” “expects” and “plans” and “believes,” among others, generally identify
forward-looking statements. These forward-looking statements include, among others, statements relating to: IAC’s and/or ANGI
Homeservices Inc.’s future financial performance, IAC’s and/or ANGI Homeservices Inc.’s business prospects, strategy and anticipated trends
in the industries in which IAC’s and/or ANGI Homeservices Inc.’s businesses operate, or will operate, and other similar matters. These
forward-looking statements are based on management’s current expectations and assumptions about future events, which are inherently
subject to uncertainties, risks and changes in circumstances that are difficult to predict. Actual results could differ materially from those
contained in these forward-looking statements for a variety of reasons. In light of these risks and uncertainties, these forward-looking
statements may not prove to be accurate. Accordingly, you should not place undue reliance on these forward-looking statements.

In addition to factors previously disclosed in IAC’s and Angie’s List’s reports filed with the Securities and Exchange Commission and those
identified elsewhere in this communication, the following factors, among others, could cause actual results to differ materially from
forward-looking statements and historical performance: (1) the occurrence of any event, change or other circumstances that could give rise
to the right of one or both of the parties to terminate the merger agreement; (2) the outcome of any legal proceedings that may be
instituted against any party to the merger agreement; (3) the failure to obtain the necessary stockholder approval or to satisfy any of the
other conditions to the proposed transactions on a timely basis or at all; (4) the possibility that the anticipated cost savings and other
benefits of the proposed transactions are not realized when expected or at all, including as a result of the impact of, or problems arising
from, the integration of HomeAdvisor and Angie’s List or as a result of changes in the economy and competitive factors in the areas where
they do business; (5) the possibility that the proposed transactions may be more expensive to complete than anticipated, including as a
result of unexpected factors or events; (6) diversion of management’s attention from ongoing business operations and opportunities; (7)
potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or
completion of the proposed transactions; (8) changes in asset quality and credit risk; (9) the potential liability for a failure to meet
regulatory requirements; (10) potential changes to tax legislation; (11) the potential effect of the announcement of the proposed
transactions or consummation of the proposed transactions on relationships, including with employees, customers and competitors; (12)
the ability to retain key personnel; and (13) changes in local, national and international financial market, insurance rates and interest rates.
Forward-looking statements speak only as of the date they are made and IAC, ANGI Homeservices Inc. and Angie’s List do not intend, and
undertake no obligation, to update any forward-looking statement.

2
Important Additional Information
Investors and security holders are urged to carefully review and consider each of IAC’s and Angie’s List’s public filings with the Securities and
Exchange Commission (the “SEC”), including but not limited to, if applicable, their Annual Reports on Form 10-K, their proxy statements,
their Current Reports on Form 8-K and their Quarterly Reports on Form 10-Q. The documents filed by IAC with the SEC may be obtained
free of charge at IAC’s website at http://www.iac.com or at the SEC’s website at www.sec.gov. These documents may also be obtained free
of charge from IAC by requesting them in writing to IAC Investor Relations, 555 West 18th Street, New York, NY 10011, or by telephone at 1-
212-314-7400.

The documents filed by Angie’s List with the SEC may be obtained free of charge at Angie’s List’s website at http://www.angieslist.com or at
the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from Angie’s List by requesting them in writing to
Investor Relations, Angie’s List, Inc., 1030 East Washington Street, Indianapolis, Indiana 46202, or by telephone at 1-888-888-5478.

In connection with the proposed transaction, ANGI Homeservices Inc. intends to file a registration statement on Form S-4 with the SEC
which will include a proxy statement of Angie’s List and a prospectus of ANGI Homeservices Inc., and each party will file other documents
regarding the proposed transaction with the SEC. Before making any voting or investment decision, investors and security holders of
Angie’s List are urged to carefully read the entire registration statement and proxy statement/prospectus, when they become available,
as well as any amendments or supplements to these documents and any other relevant documents filed with the SEC, because they will
contain important information about the proposed transaction. A definitive proxy statement/prospectus will be sent to the stockholders
of Angie’s List seeking the required stockholder approval. Investors and security holders will be able to obtain the registration statement
and the proxy statement/prospectus free of charge from the SEC’s website or from IAC or Angie’s List as described in the paragraphs above.

Participants in the Solicitation


IAC, ANGI Homeservices Inc., Angie’s List and certain of their directors and executive officers may be deemed participants in the solicitation
of proxies from Angie’s List stockholders in connection with the proposed transactions. Information about the directors and executive
officers of IAC is set forth in the definitive proxy statement for IAC’s 2017 annual meeting of stockholders, as previously filed with the SEC
on May 1, 2017. Information about the directors and executive officers of Angie’s List and their ownership of Angie’s List common stock is
set forth in the definitive proxy statement for Angie’s List’s 2017 annual meeting of stockholders, as previously filed with the SEC on April
28, 2017. Angie’s List stockholders may obtain additional information regarding the interests of such participants by reading the registration
statement and the proxy statement/prospectus when they become available. Free copies of these documents may be obtained as
described in the paragraphs above.

3
Power of the Combination l HomeAdvisor and Angie’s List

Establishes clear Biggest brand +


category leader in largest network +
digital product best product

Proven track record of building


leading category positions through
strategic transactions and execution

$400 billion category


Multiple substantial
with accelerating
sources of synergies
online migration

4
Accelerates Clear Industry Leader in an Attractive Growing Market
U.S. Home Services(1)
$400 billion market
Estimated transactions closed with SPs
found on Angie’s List Other online
Transactions closed ● Online migration of home service
with SPs found
on HomeAdvisor 3% professionals (“SPs”) is accelerating

● Homeownership of digitally-
minded millennials is increasing

~90% of ● Product innovations are removing


discovery friction and increasing the size of
offline the market

Vast majority of SPs still found


offline through word of mouth and
referrals

(1) Sources: J.P. Morgan equity research October 2016; HomeAdvisor user survey data fielded quarterly. Angie’s List estimated closed transactions value calculated by applying HomeAdvisor business model
metrics to Angie’s List traffic.
5
The Next Multibillion Dollar Marketplace
Home Services marketplace has plenty of room to grow

(1) (3)
(5) (6) (8)
(4) (7)
(2)

+
Home Vacation Real Restaurant
Vertical Rentals Ride Sharing Food Delivery eCommerce
Services Rentals Estate Reservations

Total Addressable $400B ~$185B $310B $100B $77B $54B $3T $1.7T
Market

Gross Transaction $17B $9B $22B $4.7B $3.2B $2.4B $11B $82B
Value

Market Share 4% 5% 7% 5% 4% 4% <1% 5%

Take Rate 3-4% 10-12% 25% 10% 15% 15% 2-3% 8%

(1) Domestic metrics. Angie’s List estimated Gross Transaction Value (“GTV”) calculated by applying HomeAdvisor business model metrics to Angie’s List traffic. Take rate reflects HomeAdvisor only.
(2) Total Addressable Market (“TAM”): SunTrust equity research report 2015; GTV and take rate: Expedia presentation 2015.
(3) TAM, GTV / take rate: Bloomberg, GTV calculated as annualized Q3 2016.
(4) TAM: Skift (Global); all metrics 2014 pre-Expedia acquisition.
(5) TAM represents total real estate agent commissions; equity research reports (BofA Merrill Lynch; Needham).
(6) GrubHub reports; TAM: Euromonitor & MS 2013: Independent & Chain Delivery & Takeaway Market (Excl. Amazon Inventory Sales).
(7) TAM: Analyst report “Restaurants: Global Industry Guide”; 2013 RBC equity research report.
(8) ebay reports; eMarketer: Total Retail Sales Worldwide (Includes StubHub).

6
HomeAdvisor Business Overview
The Leading Marketplace for Home Services
Note: Metrics below reflect last twelve months as of March 31, 2017.

9M+ 156K+
HOMEOWNERS SERVED SERVICE PROVIDERS

NATIONWIDE
MARKETPLACE
400+ METROPOLITAN AREAS SERVED

$12B+ 14M+
VALUE OF PROJECTS COMPLETED SERVICE REQUESTS (“SRs”)
LTM
Strong Growth, Consistent Execution: Seven Straight Quarters of >35% Y-O-Y Domestic Revenue Growth
Revenue ($M) Adjusted EBITDA ($M)1
76%
$499 177%
$361 $49
$284
$18 $19

2014A 2015A 2016A 2014A 2015A 2016A


Margin 6% 5% 10%
1 Adjusted EBITDA defined as operating income excluding: (1) stock-based compensation expense; (2) depreciation; and (3) acquisition-related items
7
HomeAdvisor’s Metrics Show Strong Signs of Consumer and Service Provider Engagement
Note: All data indexed from January 2015.
Gross Market Value (GMV) of Projects Won on the Trailing Twelve Month Average Monthly Spend / SP
HomeAdvisor Marketplace
2.75x 1.40x
2.40x 1.30x
2.05x
1.20x
1.70x
1.35x 1.10x
1.00x 1.00x

Job Win Rate for SP’s SP Retention


1.20x 1.30x
1.15x 1.20x
1.10x
1.10x
1.05x
1.00x 1.00x
0.95x 0.90x

360-Day Consumer Repeat Use Mobile Service Requests


1.20x 7.00x
1.15x 5.50x
1.10x 4.00x
1.05x 2.50x
1.00x 1.00x

GMV: Total project value won by HomeAdvisor SPs through HomeAdvisor’s marketplace; Average monthly spend / SP: Average lead revenue per lead-paying SP in a given month; Job Win Rate: % of matches that any single
HomeAdvisor SP wins ; SP Retention: % of SPs that are still eligible to receive leads 91-days after they are sold HomeAdvisor lead product; 360-Day Consumer Repeat Use: # of Service Requests submitted over 360 days by
first-time consumers (consumers identified by their email address; limited to consumers who submit their first SR through HomeAdvisor website – desktop/mobile or mobile app); Mobile SRs: Service Requests submitted by
homeowners through HomeAdvisor mobile website or mobile app.

8
Angie’s List Business Overview
The Leading Brand in Home Services

5M+ MEMBERS 55K+ SERVICE PROFESSIONALS 1

BRAND
TRAFFIC
AUDIENCE

700+ SERVICE CATEGORIES 60K+ REVIEWS ADDED PER MONTH 10M+ REVIEWS

Revenue ($M) Adjusted EBITDA ($M)


$28 $28
$344
$315 $323
$4

2014A 2015A 2016A 2014A 2015A 2016A


Margin 1% 8% 9%

Source: Angie’s List SEC filings


Note: Adjusted EBITDA defined as net income plus taxes, interest, depreciation & amortization, stock based compensation, legal settlement accrual and non-cash asset impairment 9
1 Under contract for advertising, e-commerce or both
Compelling Industrial Logic: Biggest Brand, Largest SP Network and Best Tech and Monetization

Largest SP Network Leading Technology Biggest Brand(1)

92% AIDED
AWARENESS

46% UNAIDED
AWARENESS

Sales Force Expertise Best Monetization Recurring Organic Traffic

(1) Source: Q4 2016 HomeAdvisor Brand Measurement Study


10
Monetizing Angie’s List’s Traffic with the HomeAdvisor Model

11
Enhanced Liquidity Drives Quality and Accelerates Growth of On Demand Services
Total Paying SPs
Angie's List HomeAdvisor

200,000

160,000

120,000

80,000

40,000

+ Repeat Usage
0
Liquidity Drives
Nov-14

Nov-15

Nov-16
Jul-14

Jul-15

Jul-16
Sep-14

Sep-15

Sep-16
May-14

May-15

May-16
Jan-14
Mar-14

Jan-15
Mar-15

Jan-16
Mar-16

Jan-17
Mar-17

Win Rate
Powerful Network

+ SP Job
Effects Accelerating
Total Service Requests (000s) Key Performance
1,600
1,400
Indicators
1,200
1,000
800
600
400
200
0

12
High Confidence, Straightforward Synergies

Specific identified cost savings net of estimated revenue foregone


~$50-75M Shared expense base provides opportunity for cost synergies

Simply applying HomeAdvisor’s existing operating model


Monetizing the Angie’s List audience using HomeAdvisor’s existing SP
~$50-100M network

More revenue across combined SP and consumer network


Expanded product portfolio, salesforce efficiency gains, conversion
Up to $75M improvements, marketing efficiencies and email database

~$100-250M Potential annualized synergies


13
Financially Attractive, Strategically Beneficial Transaction

2018 Target Pro Forma Long Term Targets


Adjusted EBITDA1 Growth and Margin2

• $270M • 5-year revenue CAGR of 20-


25%
• Excludes transaction-related • Adjusted EBITDA margin
one time costs (up to $100M) ramping to ~35%
and deferred revenue write off

Significant opportunity for immediate, near and long term value creation

(1) Assumes closing date of October 1, 2017.


(2) As synergies are realized, near term growth rates in excess of 5-year CAGR. 14
Summary of Terms
● IAC to combine HomeAdvisor and Angie’s List into ANGI Homeservices Inc., a new, publicly traded
company, with ANGI Homeservices Inc. Class A shares expected to be listed on NASDAQ
● Approved by the Boards of Directors of both companies
Transaction ● Final pro forma economic ownership of the combined company (varies based on cash election feature)1:
– 87-90% IAC
– 10-13% Angie’s List security holders
– Approximately 492 million shares outstanding

● Angie’s List stockholders can elect to receive, for each share of Angie’s List stock, either:
– One share of Class A common stock of ANGI Homeservices Inc. (one vote per share); or
– $8.50 per share in cash – subject to overall cap of $130M in cash for transaction
Structure ● IAC to receive Class B common stock of ANGI Homeservices Inc. (ten votes per share)
● Stock portion of transaction expected to be tax free to Angie’s List stockholders
● IAC to appoint a majority of Board of Directors; two current Angie’s List directors to serve on Board
– IAC CEO Joey Levin to serve as Chairman; current HomeAdvisor CEO Chris Terrill to serve as CEO

● Subject to customary closing conditions, including Angie’s List stockholder approval, HSR clearance and
Process and registration and listing of ANGI Homeservices Inc. Class A common stock
timing ● Angie’s List stockholder vote expected in Q3 2017
● Expected transaction close in early Q4 2017

● Combination creates a clear industry leader


● Significantly improved growth and earnings profile: will accelerate and extend HomeAdvisor growth
Summary ● Multiple substantial sources of synergies, targeting $100-250M in annualized synergies
Financial impact – Expect to fully implement synergies by the end of 2018
– One-time costs of approximately $100M
● Expect to update guidance at closing of transaction

(1) See appendix for important explanatory notes


15
IAC Going Forward
● Diverse portfolio of premium internet assets
● Substantial ownership stake in #1 players in two large categories (Dating and Home Services),
each considerably underpenetrated
– Home Services – $400B domestic total addressable market
– Match – over 500M singles globally
● Significant growth potential in rest of portfolio, including Vimeo
● Healthy balance sheet with $1B of cash (ex-Match Group)
● Optimizing capital allocation and enhancing strategic flexibility

HomeAdvisor +
Match Group Angie’s List Others

Video

Select brands:
+ Applications

Publishing

16
Accelerating Category Leadership
Appendix

17
Explanatory Notes
The numbers reflected on page 15 and in the table below are illustrative. Actual number of shares of ANGI Homeservices Inc.
common stock to be issued to Angie’s List security holders and IAC to be calculated at the closing of the transaction and will vary
based on the fully diluted number of Angie’s List shares outstanding at closing (utilizing the treasury stock method) and the number
of Angie’s List shares making a cash election.

Illustrative Equity Splits and Cash Consideration (shares in millions)


IAC equity ownership 87% 88% 89% 90%
1,2
Shares issued to IAC 428 433 438 443

Cash consideration ($ millions) - $43 $87 $130


Shares electing cash @ $8.50³ - 5 10 15

Angie's List equity ownership 13% 12% 11% 10%


Shares issued to Angie's List security holders 4 64 59 54 49

Total Shares Outstanding 492 492 492 492


1 Consists of ANGI Homeservices Inc. Class B shares to be issued to IAC and ANGI Homeservices Inc. Class A shares that will be
reserved for issuance with respect to certain equity awards issued and outstanding under HomeAdvisor’s equity incentive plan
immediately prior to the closing (which awards will be converted into awards of ANGI Homeservices Inc. at the closing).
2 The number of ANGI Homeservices Inc. Class B shares to be issued to IAC is subject to adjustment one year after the closing based

on the treatment of certain equity awards held by Angie’s List employees at the closing. The adjustment is not expected to result in
a material change to IAC’s ownership levels in ANGI Homeservices Inc.
3 Total cash consideration in the merger is capped at $130 million and therefore cash elections are subject to proration to the extent

cash is oversubscribed.
4 Consists of ANGI Homeservices Inc. Class A shares to be issued to Angie’s List stockholders in the merger and Class A shares that

will be reserved for issuance with respect to certain equity awards issued and outstanding under Angie’s List equity incentive plan
immediately prior to the closing (which awards will be converted into awards of ANGI Homeservices Inc. at the closing).

18

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