EX-99.(C)(9) 3 d518660dex99c9.htm EX-99.(C)(9) EX-99.(c)(9)
JUNE
2013
Discussion Materials
Exhibit (c)(9)
PRIVATE AND CONFIDENTIAL

Evolution of Comparable Companies Performance and Valuation
Social
Expression:
From
9/25/12
to
today,
Blyth’s
and
CSS’s
EV/EBITDA
multiples
have
declined.
Blyth’s
stock
price
has
been
negatively
impacted
from
the
failed
IPO
of
its
subsidiary
ViSalus
combined
with
multiple
downward
revisions
of
EPS
guidance.
CSS’s
stock
price
has
improved
primarily
due
to
reporting
higher
than
expected
earnings;
however
its
EV/EBITDA
multiple
has
compressed
somewhat
due
to
concern
over
double
digit
percentage
decline
in
revenue
over
past
two
quarters
Print
Media:
Stock
prices
and
EV/EBITDA
multiples
highly
correlated
to
earnings
results;
Quad/Graphics
and
R.R.
Donnelley
have
improved
due
to
positive
earnings
reports,
major
contract
announcements
and
improved
outlook
from
Wall
Street
analysts,
while
Scholastic
has
declined
based
on
negative
earnings
reports
and
downward
revisions
of
EPS
guidance
Directories:
As
a
group,
EV/EBITDA
multiples
did
not
change
significantly
during
the
period;
Eniro’s
stock
price
has
outperformed
its
peers
due
to
streamlining
of
operations
and
divesting
of
non-core
businesses
E-Commerce:
Stock
prices
and
EV/EBITDA
multiples
for
1-800-Flowers.com
and
Shutterfly
have
improved
significantly
since
9/25/13
with
both
companies
reporting
higher
than
expected
revenue
and
earnings
growth;
CafePress
has
underperformed
since
9/25/12
due
to
earnings
misses
and
poor
reaction
by
the
market
to
the
EZ
Prints
acquisition
Licensing:
Iconix
has
outperformed
its
peers
significantly
from
9/25/12
through
today
with
significant
multiple
expansion,
higher
than
expected
earnings
and
well-received
acquisition
announcements;
Meredith
Corporation’s
stock
price
and
EV/EBITDA
multiples
have
improved
slightly,
resulting
from
optimistic
outlook
from
analysts
and
increase
returns
to
shareholders;
Cherokee’s
stock
price
and
EV/EBITDA
multiples
have
declined
during
the
period
due
to
lower
than
expected
earnings
Low-Growth
Retail:
Group
has
improved
significantly
during
the
period
with
EV/EBITDA
multiples
for
all
four
companies
increasing
from
9/25/12
to
today
as
general
retail
sentiment
has
improved
and
same-store-sales
have
beat
expectations;
hhgregg,
GameStop
and
Best
Buy
have
improved
due
to
more
optimistic
outlook
on
the
businesses
from
Wall
Street
analysts
(improved
recommendations,
increased
price
targets
and
increased
earnings
estimates);
Barnes
&
Noble’s
stock
price
and
EV/EBITDA
multiple
have
risen
significantly
since
2/22/13
when
it
was
reported
that
there
could
be
a
possible
sale
of
its
retail
business.
Barnes
&
Noble’s
stock
had
continued
to
appreciate
greatly
after
rumors
circulated
regarding
Microsoft
purchasing
the
Nook
business
for
$1
billion,
but
retreated
a
lesser
amount
following
rumors
of
talks
ending
Below
is
a
summary
of
how
the
comparable
companies
have
traded
since
9/25/12
(the
“unaffected
date”
and
date
of
the
“Initial
Offer”)
to
both
3/28/12
(date
the
PJSC
Fairness
Opinion
was
delivered)
and
current
(6/20/13)
1
PRIVATE AND CONFIDENTIAL

Evolution of Comparable Companies Stock Performance and Valuation
*9/25/12 represents the last trading day close before Weiss Family announced go-private transaction (the “unaffected date”).
**3/28/13 represents the date the PJSC Fairness Opinion was delivered and the date of the meeting of the Board of Directors to vote on Weiss Family go-private transaction.
(a)
Source: Capital IQ.
(b)
Yellow Media did not begin trading publicly until 12/21/12.
As of
Company
9/25/12 (a)
3/28/13
6/20/13
Comments
Social Expression
Blyth, Inc.
9/26/12 -
Blyth subsidiary ViSalus withdraws its IPO due to uncertain market conditions
EV / LTM EBITDA
6.2 x
3.3 x
3.4 x
(stock declines 21% on this news)
Stock Price
$32.57
$17.36
$13.65
10/29/12 -
Announces sale of Sterno business
in Price from 9/25/12*
(46.7%)
(58.1%)
11/13/12 -
Lowers FY12 EPS guidance
in Price from 3/28/13**
(21.4%)
3/14/13 & 3/8/13 -
Lowers FY13 EPS guidance twice
CSS Industries Inc.
10/23/12 -
Reports Q2 FY12 earnings ahead of analysts' estimates
EV / LTM EBITDA
4.3 x
5.0 x
4.1 x
5/21/13 -
Reports Q4 and FY12 earnings ahead of analysts' estimates
Stock Price
$21.04
$25.97
$24.94
in Price from 9/25/12*
23.4%
18.5%
in Price from 3/28/13**
(4.0%)
Print Media
Quad/Graphics, Inc.
10/10/12 -
Acquires Vertis Holdings for $285mm
EV / LTM EBITDA
3.7 x
4.3 x
4.8 x
12/14/12 -
Increases quarterly dividend 20%
Stock Price
$17.80
$23.94
$24.05
3/6/13 -
RBC raises price target and target EV/EBITDA multiple citing near-term visibility improving
in Price from 9/25/12*
34.5%
35.1%
in Price from 3/28/13**
0.5%
R.R. Donnelley & Sons
11/12 -
Secures multi-year contracts from Scotiabank and AARP
EV / LTM EBITDA
4.3 x
4.2 x
4.6 x
2/26/13 -
Issues FY13 revenue guidance above analysts' estimates
Stock Price
$10.97
$12.05
$12.80
5/13 -
Secures multi-year, multi-million agreement with Williams-Sonoma, AmeriMark,
in Price from 9/25/12*
9.8%
16.7%
Dr. Leonard's Healthcare, Northern Tool and The Sportsman's Guide
in Price from 3/28/13**
6.2%
Scholastic Corporation
11/20/12 -
Lowers FY13 revenue and EPS guidance (stock declines 18% on this news)
EV / LTM EBITDA
4.6 x
4.1 x
4.4 x
3/21/13 -
Lowers FY13 revenue and EPS guidance again (stock declines 14% on this news)
Stock Price
$32.60
$26.65
$28.83
in Price from 9/25/12*
(18.3%)
(11.6%)
in Price from 3/28/13**
8.2%
Directories
Solocal Group SA
10/2/12 -
Announces sale of 40% stake in Editus Luxembourg
EV / LTM EBITDA
4.8 x
4.9 x
4.7 x
12/12/12 -
Goldman Sachs & KKR sell down collective stake from 55% to 19%
Stock Price
$1.95
$2.15
$2.07
1/24/13 -
Lowers FY12 guidance; issues FY13 guidance below analysts' estimates
in Price from 9/25/12*
10.2%
6.0%
in Price from 3/28/13**
(3.8%)
Eniro AB
11/23/12 -
Announces it will sell Norwegian B2B service Inform
EV / LTM EBITDA
4.1 x
3.9 x
4.7 x
12/20/12 -
Announces it will continue to streamline operations and divest non-core businesses
Stock Price
$1.47
$1.79
$2.98
4/24/13 -
Announces it has signed commitment letter on long-term financing a year
in Price from 9/25/12*
22.0%
103.2%
before current bank loans expire (stock increases 21% over two days)
in Price from 3/28/13**
66.6%
Yellow Media Limited (b)
12/21/12
EV / LTM EBITDA
NA
2.0 x
2.0 x
Stock Price
NA
$9.19
$10.61
in Price from 9/25/12*
NA
NA
in Price from 3/28/13**
15.5%
2
PRIVATE AND CONFIDENTIAL
Did not begin trading publicly until

Evolution of Comparable Companies Stock Performance and Valuation
*9/25/12 represents the last trading day close before Weiss Family announced go-private transaction (the “unaffected date”).
**3/28/13 represents the date the PJSC Fairness Opinion was delivered and the date of the meeting of the Board of Directors to vote on Weiss Family go-private transaction.
(a)
Source: Capital IQ.
As of
Company
9/25/12 (a)
3/28/13
6/20/13
Comments
E-Commerce
1-800-Flowers.com Inc.
10/25/12 -
Reiterated
top
and
bottom
line
guidance
for
FY13;
saying
EV / LTM EBITDA
6.2 x
6.7 x
7.7 x
it continues to achieve MSD revenue growth across all three
Stock Price
$3.76
$4.97
$5.89
business segments and double-digit increases in EBITDA and EPS
in Price from 9/25/12*
32.2%
56.6%
1/31/13 & 4/30/13 -
Reported
EPS
for
Q3
&
Q4
higher
than
analysts’
in Price from 3/28/13**
18.5%
estimates and reaffirmed FY13 guidance in both announcements
1/31/13 & 4/30/13 -
Reported
EPS
for
Q3
&
Q4
higher
than
analysts’
Shutterfly, Inc.
10/10/12 -
Upgrade to Buy by Cantor Fitzgerald
EV / LTM EBITDA
11.3 x
10.5 x
13.9 x
11/1/12 -
Announces
$60mm
share
repurchase
program
Stock Price
$30.48
$44.17
$51.15
12/19/12 -
Announces it will license Kodak Imaging Patents
in Price from 9/25/12*
44.9%
67.8%
2/5/13 -
Issues
FY13
revenue
guidance
above
analysts’
estimates
and
beats
analysts’
Q4
FY12
in Price from 3/28/13**
15.8%
EPS estimates by 39%
2/6/13 & 4/24/13-
Topeka
Capital
raises
price
target
to
$45
and
$50,
respectively,
citing
EBITDA
outperformance (vs. guidance) and predicted EV/EBITDA multiple expansion
5/1/13 -
Reports
Q1
FY13
revenue
and
Q2
FY13
revenue
guidance
above
analysts’
estimates helped by rising demand for photo printing
5/13/13 -
Announces
$220mm
in
convertible
senior
notes
offering;
plans
to use proceeds to fund acquisitions and other strategic transactions
CafePress Inc.
10/10/12 -
Announces acquisition of EZ prints
EV / LTM EBITDA
4.8 x
3.7 x
4.4 x
(stock declines 26% in 3 days)
Stock Price
$9.30
$6.01
$6.05
11/7/12 -
Reports
Q3
FY12
EPS
below
analysts’
estimates
in Price from 9/25/12*
(35.4%)
(34.9%)
2/13/13 -
in Price from 3/28/13**
0.7%
5/2/13 -
Licensing
Meredith Corporation
11/8/12 -
Raises Q2 FY13 EPS estimate; reaffirms FY13 EPS guidance
EV / LTM EBITDA
7.8 x
7.8 x
8.9 x
2/4/13 -
Increases quarterly dividend by 6.5%
Stock Price
$35.49
$38.26
$45.09
4/25/13 -
in Price from 9/25/12*
7.8%
27.0%
issues Q4 FY13 guidance below analysts' estimates
in Price from 3/28/13**
17.9%
6/18/13 -
Deutsche Bank raises PT on optimistic outlook
on improving national media trends
Iconix Brand Group, Inc.
2/4/13 -
Acquires 51% of Buffalo David Bitton Brand; increases FY13 EPS and revenue guidance
EV / LTM EBITDA
7.3 x
11.1 x
11.8 x
2/4/13, 2/20, 4/24 -
Brean Capital raises price target three times, citing positive guidance, acquisitions
Stock Price
$18.15
$25.87
$29.28
4/24/13 -
Announces
Q1
FY13
EPS
26%
increase
over
prior
year
quarter;
also
raises
FY13
in Price from 9/25/12*
42.6%
61.4%
EPS guidance (stock price increase 13% over 3 day period)
in Price from 3/28/13**
13.2%
5/25/13 -
Iconix
buys
remaining
49%
of
Ecko’s
parent
for
$45mm
Cherokee Inc.
4/30/13 -
Announces EPS for year comes in slightly lower than previous year
EV / LTM EBITDA
10.1 x
9.4 x
9.4 x
6/13/13 -
Announces adjusted EPS up slightly from previous year
Stock Price
$14.56
$13.70
$12.96
in Price from 9/25/12*
(5.9%)
(11.0%)
in Price from 3/28/13**
(5.4%)
PRIVATE AND CONFIDENTIAL
3
Reports
Q4
FY12
EPS
above
analysts’
estimates
Reports
Q1
FY13
EPS
above
analysts’
estimates
Reports
Q3
FY13
EPS
above
analysts’
estimates;

Evolution of Comparable Companies Stock Performance and Valuation
*9/25/12 represents the last trading day close before Weiss Family announced go-private transaction (the “unaffected date”).
**3/28/13 represents the date the PJSC Fairness Opinion was delivered and the date of the meeting of the Board of Directors to vote on Weiss Family go-private transaction.
(a)
Source: Capital IQ.
(b)
Barnes & Noble’s “3/28/13”
and “6/20/13”
EV / EBITDA multiple is as of 2/22/13, day prior to announcement of potential sale of Retail Business and subsequent rumors about Microsoft transaction for the
Nook business unit.
As of
Company
9/25/12 (a)
3/28/13
6/20/13
Comments
Low-Growth Retail
Barnes & Noble, Inc. (b)
2/22/13 -
announcement of potential sale of retail business
EV / LTM EBITDA
6.4 x
5.2 x
5.2 x
5/8/13 -
Reported rumor that Microsoft will acquire Nook business for $1bn
Stock Price
$12.26
$13.51
$18.44
(stock increases 25% that day on this news)
in Price from
9/25/12*
10.2%
50.4%
in Price from
3/28/13**
36.5%
hhgregg, Inc.
1/31/13 -
JP Morgan raises price target to $9 from $8 per share on improving outlook on business
EV / LTM EBITDA
2.5 x
3.9 x
6.0 x
5/20/13 -
Announces share repurchase program of $50 million
Stock Price
$7.08
$11.05
$16.68
Benefiting from rising home values and sales which have lead
in Price from
9/25/12*
56.1%
135.6%
consumers to buy or replace appliances and electronic devices
in Price from
3/28/13**
51.0%
5/21/13 -
JP Morgan raises price target to $17 based on increased estimates targeting 5x EV/EBITDA
GameStop Corp.
11/16/13 -
Wedbush Securities raises price target to
$33 citing strong revenue and earnings growth
EV / LTM EBITDA
3.1 x
3.4 x
6.0 x
potential from continued market share gains, digital growth and its repurchase program
Stock Price
$20.88
$27.97
$40.94
3/26/13 -
Oppenheimer raises price target to
$27 from $17 due to multiple expansion
in Price from
9/25/12*
34.0%
96.1%
3/28/13 -
CEO announces Company is looking for acquisition opportunities
in Price from
3/28/13**
46.4%
for growth to expand beyond digital gaming in Q4 FY12 earnings
5/7/13 -
Piper Jaffray raises revenue and EPS estimates; increases price target to $43 from $36
5/23/13 -
Declares $0.275 quarterly dividend (as compared to
$0.15 in the comparable quarter of the prior year)
6/10/13 -
Company begins taking pre
-orders for Xbox One
6/20/13 -
Shares
surge
6%
as
Microsoft
announces
it
won’t
place
restrictions
on
used
games for Xbox One
Best Buy Co., Inc.
1/28/13 -
BB&T
Capital
Markets
upgrades
to
buy
and
raises
price
target
to
$21
citing
improved
EV / LTM EBITDA
2.7 x
3.6 x
4.8 x
management team, Apple's influence abating, leveling playing field with Amazon, cost cutting
Stock Price
$16.93
$22.15
$26.59
2/26/13 -
Announces cost cutting plan under new CFO
; outlines $150mm in SG
&A savings
in Price from
9/25/12*
30.8%
57.1%
3/6/13 -
Jefferies
upgrade
to
buy;
raises
price
target
to
$24
from
$13
on
better
management,
in Price from
3/28/13**
20.0%
clear costing cutting initiatives, gains from investments in multi-channel, multiple expansion
4/5/13 -
Samsung announces will open
1,000 store-in-stores inside Best Buy stores
4/30/13 -
Carphone Warehouse announces its proposed
acquisition of Best Buy's 50% stake in CPW Europe
5/21/13 -
Announces better-than-expected first quarter results
5/21/13 -
JP
Morgan
upgrades
to
buy
and
raises
price
target
to
$29,
citing
multiple
expansion
and improved margin outlook
6/13/13 -
Microsoft announces it would open 500 specialty stores
within existing Best Buy stores selling exclusively Windows products
4
PRIVATE AND CONFIDENTIAL

5
Comparative
Stock
Price
Performance
–
vs.
S&P
400
Consumer
Discretionary
3-Year Relative Stock Chart
5-Year Relative Stock Chart
10-Year Relative Stock Chart
15-Year Relative Stock Chart
Source: Capital IQ and Bloomberg.
While the broader market has provided significant returns on equity investments over time, American Greetings has significantly
underperformed
and,
in
most
periods,
has
not
provided
a
positive
return
(Period ending September 25, 2012)           
75.6%
168.1%
R  : 0.320
55.0%
134.0%
R
: 0.362
87.4%
223.6%
R
: 0.300
41.9%
253.9%
R  : 0.206
PRIVATE AND CONFIDENTIAL
50%
75%
100%
125%
150%
175%
200%
Sep-09
Mar-10
Sep-10
Mar-11
Sep-11
Mar-12
Sep-12
0%
50%
100%
150%
200%
250%
Sep-02
Sep-04
Sep-06
Sep-08
Sep-10
Sep-12
0%
25%
50%
75%
100%
125%
150%
Sep-07
Sep-08
Sep-09
Sep-10
Sep-11
Sep-12
0%
50%
100%
150%
200%
250%
300%
Sep-97
Sep-00
Sep-03
Sep-06
Sep-09
Sep-12
American Greetings
S&P 400 Consumer Discretionary
American Greetings
S&P 400 Consumer Discretionary
American Greetings
S&P 400 Consumer Discretionary
American Greetings
S&P 400 Consumer Discretionary
2
2
2
2

6
Correlation with American Greetings Share Price
**Source: Bloomberg. R-squared is calculated as the weekly correlation between week over week change of the stock and American Greetings.
PRIVATE AND CONFIDENTIAL
0.100
0.200
0.300
0.400
0.500
0.600
0.700
0.800
0.900
1.000
CSS
BTH
SCHL
MDP
ICON
CHKE
FLWS
SFLY
RRD
QUAD
HGG
GME
BBY
BKS
0.172
0.026
0.029
0.021
0.106
0.016
0.126
0.012
0.022
0.051
0.033
0.084
0.097
0.076
0.288
0.304
0.155
0.178
0.202
0.217
0.144
0.098
0.212
0.088
0.138
0.076
0.176
0.070
1-Year (9/26/11 -
9/25/12)
5-Year (9/25/07 -
9/25/12)

7
Stock Price Performance of DJIA Constituents
PRIVATE AND CONFIDENTIAL
Stock Price as of
%
from 9/25/12 to:
%
from 3/28/13 to:
Market Cap
9/25/2012
3/28/13
6/17/13
3/28/13
6/17/13
6/17/13
Exxon
$395,950
$91.74
$90.11
$91.51
(1.8%)
(0.3%)
1.6%
Microsoft
279,679
30.39
28.61
35.00
(5.9%)
15.2%
22.4%
General Electric
240,408
22.31
23.12
23.77
3.6%
6.5%
2.8%
Wal-Mart
239,296
74.26
74.83
74.95
0.8%
0.9%
0.2%
Johnson & Johnson
232,070
69.32
81.53
85.63
17.6%
23.5%
5.0%
Chevron
228,647
116.93
118.82
121.22
1.6%
3.7%
2.0%
IBM
218,820
204.98
213.30
203.04
4.1%
(0.9%)
(4.8%)
Procter & Gamble
206,243
69.59
77.06
78.96
10.7%
13.5%
2.5%
Pfizer
203,114
24.84
28.86
29.16
16.2%
17.4%
1.0%
JPMorgan
198,862
40.55
47.46
53.85
17.0%
32.8%
13.5%
AT&T
184,803
38.06
36.69
35.76
(3.6%)
(6.0%)
(2.5%)
Coca-Cola
174,275
37.68
40.44
40.68
7.3%
8.0%
0.6%
Merck & Co.
139,838
45.11
44.20
47.80
(2.0%)
6.0%
8.1%
Verizon
140,075
45.62
49.15
50.71
7.7%
11.2%
3.2%
Bank of America
138,959
8.93
12.18
13.21
36.5%
48.0%
8.5%
Cisco
130,589
18.67
20.90
24.70
11.9%
32.3%
18.2%
Intel
120,224
22.54
21.84
25.10
(3.1%)
11.4%
15.0%
Walt Disney
111,622
52.54
56.80
64.49
8.1%
22.7%
13.5%
Home Depot
107,909
59.72
69.78
76.14
16.8%
27.5%
9.1%
McDonald's
97,037
92.86
99.69
98.74
7.4%
6.3%
(1.0%)
United Technologies
84,897
78.77
93.43
94.98
18.6%
20.6%
1.7%
3M Company
75,079
92.83
106.31
111.91
14.5%
20.6%
5.3%
UnitedHealth Group
65,076
56.20
57.21
64.37
1.8%
14.5%
12.5%
Mean
8.1%
14.6%
6.0%
Median
7.4%
13.5%
3.2%
Dow Jones
13,457.55
14,578.54
15,179.85
8.3%
12.8%
4.1%
S&P 400 Consumer Discretionary
436.79
499.85
528.03
14.4%
20.9%
5.6%

Trading Activity Since Offer
4/1/13 –
6/20/13
4/1/13 –
4/30/13
5/1/13 –
5/30/13
6/1/13 –
6/20/13
Source: Capital IQ as of 6/20/13.
Since 4/1/13, 38.7 million shares have traded at an average price of $18.34 per share and average daily volume of 700K shares
During the one year prior to the Initial Offer on 9/25/12, average price was $15.06 per share and average daily volume was 540K
shares
0%
57%
6%
4%
6%
11%
16%
0
5
10
15
20
25
Below
$18.00
$18.00-
$18.19
$18.20-
$18.24
$18.25-
$18.29
$18.30-
$18.34
$18.35-
$18.39
$18.40
and
Above
0%
75%
7%
5%
8%
3%
1%
0
5
10
15
20
25
Below
$18.00
$18.00-
$18.19
$18.20-
$18.24
$18.25-
$18.29
$18.30-
$18.34
$18.35-
$18.39
$18.40
and
Above
0%
0%
0%
0%
3%
34%
63%
0
1
2
3
4
5
6
Below
$18.00
$18.00-
$18.19
$18.20-
$18.24
$18.25-
$18.29
$18.30-
$18.34
$18.35-
$18.39
$18.40
and
Above
8
PRIVATE AND CONFIDENTIAL
0%
0%
0%
0%
0%
33%
67%
0
1
1
2
2
3
Below
$18.00
$18.00-
$18.19
$18.20-
$18.24
$18.25-
$18.29
$18.30-
$18.34
$18.35-
$18.39
$18.40
Above
and

9
Valuation Matrix
Illustrative Share Prices at Various Multiples & EBITDA Levels (a)
$18.20 as Discount / Premium to Implied Price
Implied Price as Discount / Premium to $18.20
(a)
Share
prices
calculated
using
net
debt
as
of
May
2013
per
Management
guidance
of
$196
million and
diluted
shares
outstanding
as
of
May
1,
2013
of
31.9
million,
restricted
stock
units
of
1.0
million,
performance
shares
of
1.0
million
and
options
outstanding
with
an
average
strike
price
of
$21.67.
(b) Source: Treasury model with certain adjustments per Management guidance.
(c)
Source:
Management
guidance
of
FY2013
actual
adjusted
EBITDA
and
Management
guidance
of
latest
estimate
of
FY2014
adjusted
EBITDA.
(d) EBITDA per Sources and Uses for FY2013 received 6/19/13.
(e)
Initial
estimate
of
adjusted
EBITDA
for
LTM
period
ending
Q1
FY2014E
with
FY2014E
Q1
of
$48.7
million
per
Management
Guidance,
FY2013
of
$212.3
million
per
Treasury
Model
with
certain
adjustments and Q1 FY2013
of $55.0 million per company filings.
PRIVATE AND CONFIDENTIAL
FY2013 EBITDA $M
LTM
FY2014 EBITDA $M
Illustrative EBITDA
Orig. Est. (b)
Actual (c)
Financing (d)
Q1 FY14 (e)
Orig. Est. (b)
Revised (c)
$201.0
$212.3
$215.0
$206.0
$208.5
$215.7
$220.0
$225.0
$230.0
3.00 x
53%
41%
39%
47%
45%
38%
34%
30%
26%
3.25 x
36%
26%
24%
31%
29%
23%
20%
16%
13%
3.50 x
23%
14%
12%
18%
17%
11%
8%
5%
2%
3.75 x
12%
4%
2%
8%
6%
1%
(1%)
(4%)
(7%)
4.00 x
2%
(5%)
(6%)
(1%)
(2%)
(7%)
(9%)
(12%)
(14%)
4.25 x
(5%)
(12%)
(13%)
(8%)
(10%)
(14%)
(16%)
(18%)
(20%)
4.50 x
(12%)
(18%)
(19%)
(15%)
(16%)
(20%)
(22%)
(24%)
(26%)
4.75 x
(18%)
(23%)
(25%)
(21%)
(22%)
(25%)
(27%)
(29%)
(31%)
5.00 x
(23%)
(28%)
(29%)
(25%)
(27%)
(30%)
(31%)
(33%)
(35%)
FY2013 EBITDA $M
LTM
FY2014 EBITDA $M
Illustrative EBITDA
Orig. Est. (b)
Actual (c)
Financing (d)
Q1 FY14 (e)
Orig. Est. (b)
Revised (c)
$201.0
$212.3
$215.0
$206.0
$208.5
$215.7
$220.0
$225.0
$230.0
3.00 x
(35%)
(29%)
(28%)
(32%)
(31%)
(27%)
(25%)
(23%)
(21%)
3.25 x
(26%)
(21%)
(19%)
(24%)
(23%)
(19%)
(17%)
(14%)
(11%)
3.50 x
(18%)
(12%)
(11%)
(16%)
(14%)
(10%)
(8%)
(5%)
(2%)
3.75 x
(10%)
(4%)
(2%)
(7%)
(6%)
(1%)
1%
4%
7%
4.00 x
(2%)
5%
7%
1%
3%
7%
10%
13%
16%
4.25 x
6%
14%
15%
9%
11%
16%
19%
22%
26%
4.50 x
14%
22%
24%
18%
19%
25%
28%
31%
35%
4.75 x
22%
31%
33%
26%
28%
33%
36%
40%
44%
5.00 x
30%
39%
41%
34%
36%
42%
45%
49%
53%
FY2013 EBITDA $M
LTM
FY2014 EBITDA $M
Illustrative EBITDA
Orig. Est. (b)
Actual (c)
Financing (d)
Q1 FY14 (e)
Orig. Est. (b)
Revised (c)
$201.0
$212.3
$215.0
$206.0
$208.5
$215.7
$220.0
$225.0
$230.0
3.00 x
$11.91
$12.90
$13.14
$12.35
$12.56
$13.20
$13.57
$14.01
$14.45
3.25 x
13.38
14.45
14.71
13.85
14.09
14.78
15.18
15.66
16.13
3.50 x
14.85
16.00
16.28
15.36
15.61
16.35
16.79
17.31
17.82
3.75 x
16.32
17.56
17.85
16.87
17.14
17.93
18.40
18.95
19.50
4.00 x
17.79
19.11
19.43
18.37
18.66
19.51
20.01
20.60
21.18
4.25 x
19.26
20.66
21.00
19.88
20.19
21.09
21.62
22.24
22.86
4.50 x
20.73
22.22
22.57
21.39
21.71
22.66
23.23
23.89
24.55
4.75 x
22.20
23.77
24.14
22.89
23.24
24.24
24.84
25.53
26.23
5.00 x
23.67
25.32
25.72
24.40
24.76
25.82
26.45
27.18
27.91

10
Factors Likely to Impact American Greetings Share Price Trading in
Absence of a Deal
Orphaned public company
–
Currently
only
one
research
analyst
(formerly
3
analysts
2
years
ago)
–
Single comparable company is private
Controlled company
–
Strategic and financial decisions continue to reflect Weiss Family ownership / influence
Short interest
–
Prior
to
announcement
of
take-private,
AM
short
interest
was
44%,
among
the
highest
on
the
S&P
500
Thinly traded shares contribute to increased volatility
Unpredictable earnings and negative reaction to earnings “misses”
Financials significantly impacted by non-recurring, one-time and other special items
–
50% of LTM January and 34% of FY13 EBITDA, respectively, were adjustments and one-timers
–
FY2013 Actual outperformance relative to plan largely driven by non operating items
Core business in accelerating decline
–
Year-over-year pieces declines of -1.5%, -2.5%, -3.4% and -3.7% over last four calendar years
–
“Heavy users”
declined -1.5% in 2012
Scarce new profitable growth opportunities
–
New account opportunities rare and costs to secure contracts makes returns low or potentially unprofitable
–
ROI on digital initiatives remains unclear
PRIVATE AND CONFIDENTIAL
–
Currently only one research analyst (formerly 3 analysts 2 years ago)
–
Prior to announcement of take-private, AM short interest was 44%, among the highest on the S&P 500
–
LTM volatility has been 26 vs. S&P 400 Consumer Discretionary of 17