Evine Pays $4.9 Million For Comcast’s Stake

It looks like cable giant Comcast Corp. has shed its inherited stake in Evine, formerly ShopNBC.

Earlier this week the No. 3 home shopping network said it had agreed to purchase
4.4 million share of its common stock, representing about 7 percent of its outstanding shares, for $4.9 million from NBCUniversal Media, which is part of Comcast.

Click to access b7eb0774-8436-42ad-a952-f6fbdd94013e.pdf

Evine paid $1.12 a share.

“Comcast and NBCUniversal have and continue to be great business partners, as our network is distributed on Comcast’s cable television systems,” Evine CEO Bob Rosenblatt said in a canned statement.

“We were happy to work with them to efficiently reduce this non-core investment that Comcast inherited in their acquisition of NBCUniversal in 2011. We look forward to continuing to partner with Comcast to build a strong future for Evine.”

As we recall from pour days covering the cable industry, NBC bought a stake in Evine when it was called ValueVision. With that partnership, the channel’s name was changed to ShopNBC, but the network didn’t perform as well as NBC had hoped.

Comcast eventually acquired NBC, which itself had merged with Universal.

Craig-Hallum Capital Group LLC served as financial advisor to Evine.

Liquidation Channel Renamed Shop LC

Liquidation Channel — once The Jewelry Channel — has now relaunched as Shop LC, the network said Wednesday.

The name reminds us of Evine’s old handle, ShopNBC.

The Liquidation Channel — where veteran home shopping hosts Dan Dennis and Shawn Wilsie now toil — announced that its new moniker reflects its change in strategy over the past few years.

Shortly after The Jewelry Channel debuted in 2007, the United States entered the Great Recession, and sales declined, according to the network’s press release.

“Fully expecting to liquidate merchandise and cease operations, TJC changed its name to Liquidation Channel,” the release said. “However, instead of going out of business, the network experienced steady growth and has been operating as Liquidation Channel since 2008.”

Shop LC’s business model “has evolved into a more expansive shopping experience,” we are told.

“Beyond jewelry and gemstones, precious metals and collectibles, Shop LC features handbags and fashion accessories, healthcare and beauty essentials, the latest in cooking and kitchen supplies as well as luxurious, comfortable bedding and bath products for the whole family,” the release says.

“The rebrand to Shop LC is about evolution,” Shop LC President Kevin Lyons said in a statement. “The company is clearly here to stay, and Shop LC is a name that accurately reflects our current business model and wide-ranging merchandise offerings. We’re finding more ways to deliver joy.”

The network’s plans include growing non-jewelry sales, diversifying the merchandise mix and “claiming significant market share in the value-oriented retail industry.”

In addition to the name change, Shop LC is designing new broadcast studios, updating television and website graphics and expanding its corporate headquarters.

“Shop LC personifies low cost, and we’ve claimed that space within the digital television shopping industry,” Lyons said.

Here is the boilerplate on Shop LC:

Headquartered in Austin, Texas, Shop LC (formerly Liquidation Channel), is a wholly owned subsidiary of Vaibhav Global Ltd. (VGL), a vertically integrated company with global sourcing and manufacturing capabilities.

Shop LC is a value-conscious, interactive retailer focused on the fine jewelry, beauty, fashion, home decor and lifestyle product categories. Established in 2007, Shop LC reaches approximately 80 million U.S. households.

Ex-JTV Host Avi Vieira Resurfaces As Watch Rep On Evine Live

Former Jewelry Television host Avi Vieira has come back to where she once was: a watch ambassador on Evine Live, once ShopNBC.

Thanks to a tip from a reader, we learned that Vieira resurfaced on Evine Live Tuesday night as a rep for Watchstar timepieces.

Avi Vieira

http://www.evine.com/Offer/Default.aspx?OfferCode=631-558&icid=OnAirToday-_-Watchstar%20Timepieces-_-631-558&cm_re=OnAirToday-_-Watchstar%20Timepieces-_-631-558

“To me, she seems a little dry and stiff,” our tipster wrote. “I hope she’s enjoying it, but she doesn’t really seem to. Her LinkedIn page says that she went to work for the Knoxville Opera after leaving JTV.

Vieira quickly posted a response on our blog.

“Oh no!” she wrote, “I hate that I seemed stiff. Sadly, I literally was, being that I pinched a nerve in my back and can barely move my neck. I guess skydiving for my birthday wasn’t the best idea after all… I’m not as resilient as I once was. Haha!! I do indeed work for Knoxville Opera. I’m the Develpment Manager there. I feel so blessed to be able to work for a non-profit and support the arts! Thanks for watching the show! :-)”

Ironically, Vieira had been a a rep for a watch vendor for then ShopNBC, before she joined JTV as a host. But her tenure wasn’t that long at the Knoxville home shopping channel.

Jewelry Television Cans Host Avi Vieira, ShopHQ Alum

We didn’t catch her presentation, but the Watchstar pieces looked gorgeous.

ValueVision, ShopNBC, ShopHQ, Evine Live?

Honestly, we’re not sure if we remember all of the monikers that the No. 3 home shopping network has had over the years. And we don’t like the latest one.

It started out of ValueVision. We think it next changed to ShopNBC, but we may have missed a name here.

Then it was rebranded as ShopHQ under Keith Stewart’s reign, and we actually that was a pretty good name.

But on Tuesday the new management at ShopHQ, led by Mark Bozek, announced that it was renaming the network yet again, immmediately, as Evine Live Inc., “marking an important next step in the Company’s long-term strategy to become a true digital commerce company.”

Effective Thursday, the company’s NASDAQ trading symbol will also change from VVTV to EVLV.

“EVINE Live will focus on all things digital,” the press release said. “The ‘Es’ that bookend the EVINE Live brand speak to the ease, exclusivity and energy of this new entertaining consumer experience. The inclusion of the word ‘Live’ is all about real-time impulses to act and interact on all digital platforms.”

You got that corporate speak?

http://tcbmag.com/News/Recent-News/2014/November/ValueVision-Rebranding-Now-Called-EVINE-Live

“On the heels of a solid third quarter, we strongly believe definitive change and innovation are necessary to build on our recent momentum and drive the Company to the next level,” Bozek, CEO of EVINE Live, said in a canned statement.

“We believe that fully embracing this new transformation will enable EVINE Live to forge new paths and new relationships that allow us to be far more competitive, far more creative, and far more disruptive on all our platforms,” Bozek said. “EVINE Live has the opportunity to be fearless in our strategies to transform the worlds of retail and entertainment while, at the same time, driving greater customer engagement.”

The network said that it expects to transition from doing business as “ShopHQ” to “Evine Live” over the coming months, with the complete rebranding planned to take place in the first half of next year.

Russell Nuce and Mark Bozek

In the coming months, the channel intends to introduce new proprietary brands from the worlds of fashion, beauty, jewelry, home and fitness.

“This new approach should enable us to build a stronger foundation for long-term growth,” added Bozek.

The company also announced that Russell Nuce has joined as its Chief Strategy Officer, reporting to Bozek.

“Russell has been a longtime colleague whose experience in strategy, licensing, corporate law and entertainment will help provide the architecture for all that comes next,” Bozek said.

We haven’t listened to the analyst call yet about this news, and the network’s third-quarter results. More on that in another blog.

Our Chat With Ex-ShopHQ Vendor Croton Watch Co.

It certainly is a small world.

We cover commercial real estate in North Jersey for our day job, and today we saw a listing about a property sale in Moonachie, N.J. When we looked up the property, it turned out to have been sold by the Croton Watch Co.

Looking into more detail, we saw the president of Croton was listed as David Mermelstein, a gentleman we thought we had seen many times as a vendor on then-ShopNBC, now ShopHQ, several years ago.

We called up and left a message for Mermelstein, asking about the $1 million sale of his property. We also asked if he was the same guy we had watched on ShopHQ.

He called back immediately, and said yes, he was the vendor. Mermelstein reminded us that he was now on HSN.

The Croton building, its headquarters and warehouse, took on five feet of water during Superstorm Sandy last year, Mermelstein told us. So he decided to sell his Moonachie building and relocate.

http://www.northjersey.com/news/233363781_Croton_Watchs_sells_Moonachie_headquarters.html

We chatted with him a bit about the dissident shareholder group that’s calling for ShopHQ President Keith Stewart to step down. Mermelstein was aware of what was going on.

You never know those home shopping folk are going to turn up, even popping up in the Jersey Meadowlands.

ShopHQ Jewelry Designer Sonia Bitton Back With Real Bijoux

Sonia Bitton

Years ago we used to buy gorgeous gold and diamond jewelry from designer Sonia Bitton on ShopHQ, then ShopNBC. We got a pretty cross from her that we still treasure.

Her Galerie de Bijoux line was high quality, high end.

Then the management at ShopHQ decided to have French-accented Bitton just do a cheap jewelry line with cubic zirconia. We didn’t buy it.

But we got some good news today when Bitton said on Facebook that she’s going to be be reviving her diamond and real gemstone line on the No. 3 home shopping network.

“Working also on my ‘Galerie de Bijoux’ line,” she posted. “YES gold/diamond/color on ShopHQ WEB ONLY….So excited and so is my entire team!”

We don’t care if it’s only online. We can’t wait to see it.

Shareholders, Saying ShopHQ Is Trying To Mislead Them, Agree To Jan. Meet

ShopHQ’s dissident shareholders have given the home shopping a little delay in its call for special meeting, until after Christmas. The group, along with a few stinging remarks, said it will agree to have the meeting in January.

The Clinton Group, which owns about 10 percent of ShopHQ, late last week sent a letter to the home shopping network’s chairman in response to his request that the shareholders withdraw their demand for a special meeting.

http://hsprod.investis.com/site/irwizard/vvtv/ir.jsp?page=sec_item_new&ipage=9211887&DSEQ=2&SEQ=4&SQDESC=SECTION_PAGE&exp=&subsid=41

The Clinton Group is seeking the meeting in a bid to remove a majority of the ShopHQ’s directors, expand the board to nine members and elect seven independent nominees. ShopHQ, whose corporate name is ValueVision Media, asked the group to drop its request because a special meeting could distract management during the company’s important holiday selling season.

In its response, the Clinton Group said that under Minnesota law, the board has discretion to set the special meeting in late January, five weeks after Christmas. If the board set such a date, the Clinton Group has offered to delay its proxy solicitation activities until January to ensure the network could focus on the holiday selling season.

The shareholders also said that the board’s proposal – that the Clinton Group voluntarily withdraw its request for a special meeting and re-file the request in February – would allow the board to set a special meeting date as late as early May. The Clinton Group said it does not believe such a delay is in the interests of shareholders.

The Clinton Group didn’t pull any punches in its letter to ShopHQ.

“With the sympathetic public plea that Christmas is in seven weeks, the Company is surreptitiously seeking up to a six-month delay in holding the Special Meeting,” The Clinton Group said.

“We will not be so easily misled or give up our rights as shareholders in a Minnesota corporation. We do not believe shareholder interests are well served by a delay. If avoiding distractions during the holiday shopping season is your true motivation, we reiterate our suggestion to call a late January meeting.”

Ouch!

Here is the full letter:

http://hsprod.investis.com/site/irwizard/vvtv/ir.jsp?page=sec_item_new&ipage=9211887&DSEQ=2&SEQ=5&SQDESC=SECTION_PAGE&exp=&subsid=41

Mr. Randy S. Ronning
Chairman
ValueVision Media Inc.
6740 Shady Oak Road
Eden Prairie, MN 55344

Re: Your Request For Up to a Six-Month Delay in the Special Meeting

Dear Mr. Ronning:

As you know, Clinton Relational Opportunity Master Fund, L.P., together with its affiliates and group members (“Clinton Group”), is the holder of more than 10% of the voting power of all shares of ValueVision Media Inc. (the “Company” or “ValueVision”).

On Monday, November 4, 2013, the Clinton Group submitted a notice calling for a Special Meeting of shareholders (the “Notice”) at which shareholders would be able to consider various proposals, including the removal of a majority of the Company’s directors, the expansion of the Board to nine members and the election of seven independent professionals who possess deep industry experience (the “Nominees”).

As we outlined in our Notice, we believe the Nominees – three of whom have held senior executive positions in the home shopping business, including as CEO of HSN, and two of whom are iconic leaders in the entertainment and media business – can be extremely valuable in helping the Company develop and implement a growth strategy and in identifying a new executive team with a track record of success and the vision, ambition and energy to make ValueVision a premier multi-platform retailer. We are pleased that so many of our fellow shareholders have reached out to us to discuss our proposals since they were announced.

In your letter today, you asked us to withdraw our Notice on the premise that a Special Meeting during the holiday season could distract management. As large shareholders of the Company, we have no interest in diverting the attention of management or keeping the Company from executing well, now or ever.

Accordingly, in a phone call yesterday between our respective representatives, we suggested that the Company exercise its discretion under Minnesota law to hold the Special Meeting of shareholders at the end of January, five weeks after Christmas. Furthermore, we offered that we would not begin to solicit our fellow shareholders until after the holidays (provided that the Company similarly refrains from solicitation), so that the Company could remain focused on executing its business plan.

But instead, ValueVision clarified its real desire is for us to voluntarily and unilaterally withdraw our Notice entirely and re-file it in February. Although your public letter did not say so, under Minnesota law, a February filing would permit the Company to schedule the Special Meeting as late as early May.

With the sympathetic public plea that Christmas is in seven weeks, the Company is surreptitiously seeking up to a six-month delay in holding the Special Meeting. We will not be so easily misled or give up our rights as shareholders in a Minnesota corporation. We do not believe shareholder interests are well served by a delay. If avoiding distractions during the holiday shopping season is your true motivation, we reiterate our suggestion to call a late January meeting.

So there!

ShopNBC Vet Libby Floyd Joins Jewelry TV, Press Release

We already had the scoop on this, but here is the press release about ShopNBC (now ShopHQ) alum Lobby Floyd joining Jewelry Television.

Veteran Shopping Host, Libby Floyd, Joins Jewelry Television

KNOXVILLE, Tenn. Nov. 7, 2013 – Jewelry Television (JTV), one of the country’s largest retailers of fine jewelry and gemstones, announced that veteran jewelry host Libby Floyd has joined JTV as an on-air shopping host.

Floyd brings more than 15 years of hosting and jewelry experience to JTV. She holds the Accredited Jewelry Professional (AJP) designation, and has worked in the industry internationally. Floyd was recently featured in USA Today’s Best years magazine as a pearl expert.

“Each of our hosts has a unique background and personality, but they all have a passion for beautiful jewelry and building connections with people,” said Pat Bryant, chief sales and marketing officer for Jewelry Television. “Libby will add a great sense of enthusiasm and knowledge to the mix. We’re all excited to welcome her to the team.”

Floyd graduated from the University of South Carolina where she received the Alumni of the Year Award in 2007 for her accomplishments in television.

ShopHQ Defends CEO Keith Stewart, Calls For Peace For Xmas

Here is the latest chapter in the brouhaha between ShopHQ’s dissident shareholders and the beleaguered home shopping network.

On Tuesday ShopHQ, formerly ShopNBC, issued a response to The Clinton Group’s demand for a special meeting of shareholders of ValueVision, i.e. the network.

The group, which is calling for ShopHQ to can CEO Keith Stewart, wants to take control of the network’s board by removing five of it seven current directors. ShopoHq’s management is asking for The Clinton Group to postpone its call for a meeting after the Christmas season.

http://www.startribune.com/business/230684661.html

Here is part of ShopHQ’s response:

As a retailer, ValueVision’s busiest season comes during the holiday season, which is now upon us. The holiday season also coincides with our fourth quarter, which ends on February 2, 2014. It is vitally important for our management team to remain laser focused on executing our company’s strategy in order to maximize value creation for our shareholder base as a whole. We believe that the interests of all of our shareholders are aligned in this goal.

The purpose of this letter is to respectfully ask that you withdraw your request for a special meeting until after the end of the holiday season so that our management can devote its full energy to running the company at this important time.

Keith Stewart

The request to call a special meeting of shareholders will cause needless distraction for our management team, which we would prefer to remain focused on our business. In the meantime, we would be happy to begin evaluating the candidacy of your proposed directors if you would submit their qualifications and an indication of their willingness to serve to our Corporate Governance and Nominating Committee.

Your colleagues first contacted our management this past September and first spoke with Sean Orr and me on October 21, 2013. We have made ourselves available for continued discussions and have offered to consider candidates you submitted. We believe we have evidenced a willingness to work with you constructively, and we ask that you return the favor, for the benefit of all of ValueVision’s shareholders.

Thank you for your consideration of this request; we hope that after further thought, you will see the value in our position.

Sincerely,
/s/
Randy S. Ronning
Chairman, Board of Directors

ValueVision’s Board and management team have been and remain focused on the successful execution of the Company’s value-creating strategy, including four key business drivers to enhance performance and profitability:

* Broadening and diversifying product mix and brands to attract new and repeat business,

* Optimizing ValueVision’s TV distribution platform to reach more customers and to deliver greater productivity from the Company’s distribution footprint,

* Improving customer service, systems, responsiveness, content and community to support the growth and retention of the customer base, and

* Building and enhancing the consumer TV, online and telephone experience to create an immersive, compelling “Watch & Shop Anytime, Anywhere” experience.

In January of 2009, Mr. Stewart was installed as Chief Executive Officer with the mandate to execute a turnaround of ValueVision, which at that time had an uncertain future. For the fiscal year ended January 31, 2009, the Company generated an Adjusted EBITDA loss of $51 million.

Mr. Stewart has assembled an entirely new team of retail and multichannel veterans to lead the Company. In addition, the composition of the ValueVision Board was substantially refreshed, including the appointment of four new independent Directors to the seven-member Board in the last two years.

This new Board and management team implemented a restructuring of the company’s operations, its cost structure and its balance sheet, putting it on a solid financial and operating footing. On the most recent trailing twelve month basis, the Company has achieved positive Adjusted EBITDA of over $14 million.

The execution of ValueVision’s turnaround strategy has resulted in the outperformance of the Company’s stock relative to the Russell 2000 index and strong performance relative to peers. Since Keith Stewart’s appointment as CEO in January 2009 through Clinton’s 13D filing on October 30, 2013, the Company’s stock has outperformed the Russell 2000 by almost 800%, and has outperformed it by more than 70% and 115% in the three years and one year prior to Clinton’s filing, respectively.

Furthermore, over the three years and one year prior to Clinton’s filing, the Company’s stock has outperformed its closest publicly-listed peer by 50% and 140%, respectively.

So there, Clinton Group!

Dissident ShopHQ Group Now Calls For COO To Be Booted

A dissident shareholder group is not letting up on ShopHQ, continuing to demand that the current management be ousted.

We blogged last week about The Clinton Group’s call for ShopHQ, formerly ShopNBC, to dump CEO Keith Stewart because of the poor performance of the No. 3 home shopping network.

Shareholders Call For ShopHQ To Can CEO, But It Says No, No, No

Well, there were two press reports Monday about The Clinton Group still being on the war path. The New York Post wrote that the shareholder group, which has a 5 percent stake in ShopHQ, was also calling for ShopHQ Chief Operating Officer Carol Steinberg to be canned.

http://nypost.com/2013/11/03/investor-looks-into-replacing-shophqs-2nd-in-command/

The paper said that The Clinton Group skewered Steinberg because she had posts on Facebook that indicated she is in Philly on Mondays and Fridays, far away from the network’s HQ in Minnesota. The shareholder group made this accusation during a presentation to the company’s board, according to the Post.

http://www.businessweek.com/ap/2013-11-04/clinton-group-seeking-change-at-valuevision-media

Meanwhile, Bloomberg Businessweek reported that The Clinton Group is demanding a shareholder meeting to reshuffle ShopHQ’s board. The group wants most of the board’s current members removed and for seven new nominees put in, picked from a roster of execs that includes former Home Shopping Network CEO Mark Bozek and former Sony Music Chairman (and Mariah Carey ex-husband) Tommy Mottola.

The beat goes on.