Home Advisor Angies List
Home Advisor Angies List
May 1, 2017
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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.
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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.
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Power of the Combination l HomeAdvisor and Angie’s List
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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
(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.
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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
(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).
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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
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.
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Angie’s List Business Overview
The Leading Brand in Home Services
BRAND
TRAFFIC
AUDIENCE
700+ SERVICE CATEGORIES 60K+ REVIEWS ADDED PER MONTH 10M+ REVIEWS
92% AIDED
AWARENESS
46% UNAIDED
AWARENESS
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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
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High Confidence, Straightforward Synergies
Significant opportunity for immediate, near and long term value creation
● 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
HomeAdvisor +
Match Group Angie’s List Others
Video
Select brands:
+ Applications
Publishing
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Accelerating Category Leadership
Appendix
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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.
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).
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