Davis Polk advised the Special Committee of the Board of Directors of HSN, Inc. (“HSNi”) in connection with the $2.6 billion acquisition by Liberty Interactive Corporation of HSNi in an all-stock transaction in which HSNi shareholders will receive 1.65 shares of Series A QVC Group common stock for each share of HSNi common stock held. Liberty Interactive currently owns 38.2% of HSNi and, under the agreement will acquire the remaining 61.8% stake, making it a wholly-owned subsidiary, to be attributed to the QVC Group tracking stock.  The transaction is expected to be completed by the fourth quarter of 2017, subject to receipt of regulatory and HSNi shareholder approvals and other customary closing conditions.

HSNi consists of HSN, an interactive multichannel retailer, and Cornerstone, which is comprised of home and apparel lifestyle brands, including Ballard Designs, Frontgate, Garnet Hill, Grandin Road and Improvements. Liberty Interactive Corporation owns interests in subsidiaries and other companies that are primarily engaged in the video and digital commerce industries, including the QVC Group and the Liberty Ventures Group.

The Davis Polk corporate team includes partners George R. Bason Jr. and Marc O. Williams, associates Evan Rosen, Robert F. Smith, Vishal S. Melwani and Trevor I. Kiviat and summer law clerk Ariadne E. Lyon. Partner David H. Schnabel is providing tax advice. Partner Ronan P. Harty is providing antitrust advice. Counsel Ron M. Aizen is providing executive compensation advice. All members of the Davis Polk team are based in the New York office.

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