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                            DEFM14A (MARTHA STEWART LIVING OMNIMEDIA INC) (October 27, 2015)
	DEFM14A - DEFM14A
                        
Document Text Contents
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934


Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:

o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material Pursuant to §240.14a-12

MARTHA STEWART LIVING OMNIMEDIA, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x No fee required.

o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

o Fee paid previously with preliminary materials.

o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule
and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

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Sequential Brands Group, Inc.
5 Bryant Park, 30th Floor

New York, NY 10018

NOTICE OF WRITTEN CONSENT AND INFORMATION STATEMENT

WE ARE NOT ASKING SEQUENTIAL STOCKHOLDERS FOR A PROXY AND SEQUENTIAL STOCKHOLDERS ARE
REQUESTED NOT TO SEND US A PROXY.

We encourage you to read this entire combined statement/prospectus carefully,
including the section titled “Risk Factors” beginning on page 37.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the
securities to be issued under this combined statement/prospectus or determined that this combined statement/prospectus is
accurate or complete. Any representation to the contrary is a criminal offense.

This combined statement/prospectus is dated October 27, 2015 and is first being mailed to stockholders of Sequential on
or about October 27, 2015.

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Consensus’s opinion was necessarily based on information available to it and economic, monetary, market and other
conditions as in effect on, and the information made available to Consensus as of, June 21, 2015, and Consensus assumed no
responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events, including any
fluctuations in the trading price of Sequential’s common stock, occurring after the date of its opinion. Consensus’s advisory
services and its opinion were provided for the information and assistance of the Sequential Board of Directors in its capacity as
such in connection with its consideration of the mergers and its opinion did not constitute a recommendation as to how the
Sequential Board of Directors or any holder of shares of Sequential’s common stock should act with respect to the mergers or any
other matter. Consensus’s opinion was approved by a fairness opinion review committee of Consensus.

The following is a summary of the material financial analyses that Consensus provided to the Sequential Board of Directors on
June 21, 2015 and subsequently confirmed by its written opinion dated June 22, 2015. The following summary, however, does not
purport to be a complete description of the financial analyses performed by Consensus, nor does the order of analyses described
represent relative importance or weight given to those analyses by Consensus. Some of the summaries of the financial analyses
include information presented in tabular format. The tables must be read together with the full text of each summary and are alone
not a complete description of Consensus’s financial analyses. Except as otherwise noted, the following quantitative information,
to the extent that it is based on market data, is based on market data as it existed on or before June 17, 2015, the last trading day
before public announcement of information related to the mergers, and is not necessarily indicative of current or future market
conditions.

Analysis of MSLO merger consideration

Consensus conducted an analysis of the MSLO merger consideration to be paid to holders of MSLO common stock and
options pursuant to the merger agreement. Such consideration is equal to $367.8 million or the equivalent of $6.15 per share of
common stock (as calculated using the methodology for calculating the value of Holdings common stock described below), in a
combination of $183.9 million worth of common stock of Holdings, based on the Sequential trading price and $183.9 million in
cash, to be paid by Sequential pursuant to the merger agreement.

Analysis of MSLO’s Financial Value

In order to calculate an implied value of MSLO, Consensus calculated the median Total Enterprise Value (referred to as
“TEV”) as a multiple of earnings before interest, taxes, depreciation and amortization (referred to as “EBITDA,” and such multiple,
the “EBITDA Multiple”) and the median TEV as a multiple of revenue (referred to as the “Revenue Multiple”) on a last twelve
month (referred to as “LTM”) and next twelve month (referred to as “NTM”) basis for the following selected public companies in
the brand management industry:

• Cherokee Inc.

• Iconix Brand Group, Inc.

• Sequential Brands Group, Inc.

• Xcel Brands, Inc.

144

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REVENUE MULTIPLES
LTM NTM
Company

MEDIAN 6.9x 6.0x

EBITDA MULTIPLES
LTM NTM
Company

MEDIAN 14.1x 11.6x

LTM and NTM Revenue Multiples

(dollar amounts in
millions

except per share)

(dollar amounts in
millions

except per share)

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