10/28/2019 Exhibit (c)(10)

EX-99.C.10 13 d556368dex99c10.htm EXHIBIT (C)(10)

Exhibit (c) (10)

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May textPROJECT
22, 2013 for slide0001:
HEAT DISCUSSION MATERIALS PRIVILEGED AND CONFIDENTIAL
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ay , 0 3 OJ C SCUSS ON S V G N CON N

Searchable text for slide0002:OVERVIEW FINANCIAL ASSUMPTIONS MARKET UPDATE FINANCIAL ANALYSIS APPENDIX
AGENDA TRANSACTION

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TRANSACTIONtext forOVERVIEW
slide0003:

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SUMMARY text for
OFunitsslide0004:
TRANSACTION TERMS Notes: Financial
restricted stock
management’s andfor
estimates dilutive effect
Q1 -FY2013 ofand
in-the-money stockresults
the public filings
for(1.662mm
options
(3) Based
a stated year
on LRP gross
represent
options
EBITDA
financials for as
outstanding)
estimate of $115mm
theof12May
month
22, period
for 2013E
ending
2013 (2) BasedJanuary 31 of the
on EBITDA followingfor
of $102mm year
the(1) Based
twelve on 23.5mm
month basic shares
period ending Apriloutstanding; approximately
28, 2013 derived from 0.5mm

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TRANSACTIONtext forOVERVIEW
slide0005: MANAGEMENT LRP IBES CONSENSUS ($ in millions, except per share data) Source: Company filings, FactSet; market data as of May 21, 2013; balance sheet data as of April 28, 2013 derived from
management’s
2013. Financialestimates fora Q1
results for -FY2013
stated Notes: Based
year represent on 23.5mm
financials basic
for the 12 shares
month outstanding;
period approximately
ending January 31 of the0.5mm restricted
following year stock units and dilutive effect of in-the-money stock options (1.662mm gross options outstanding) as of May 22,

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FINANCIAL text for slide0006:
ASSUMPTIONS

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SUMMARY text for slide0007:
EBITDA EPSOF THE
Source: LRP PREPARED
Management’s BYRange
Long MANAGEMENT REVENUES
Plan. Financial results for GROSS MARGIN
a stated year Thefinancials
represent LRP forecast was12recently
for the updatedending
month period by management
January 31and shows
of the continued
following yeartopline growth and margin expansion, driving 20%+ EPS growth

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CONSOLIDATEDtext for slide0008:
EBITDA BRIDGE FOR FY2013E-FY2014E BASED ON LRP Source: Company
year. Gross profit
(B)$36.7mm
$54.2mm effect
dueStock of various
to anbased
increase in changes
new storecalculated by holding(C)
sales of dropped
$140.5mm other relevant
$5.5mm duevariables
to grossconstant
margin (A) management
– (C) Gross
expansion
Note:for
profit
(D) EBITDA
Financial
forUS
results
stores for a stated
increased year represent
by $69.5mm (A)(E) financials
$9.9mm due foranthe
to 12-month
increase periodstore
in comp ending
salesJanuary 31orof$25.6mm
of 2.7% the following
by (F)
higher compared to other compensation
projection (“SBC”)
years, below is a summarybyof$2.1mm, from
the components$12.8mm to $10.7mm,
of the EBITDA as from
bridge a result of the shift
FY2013E toe-commerce
cliff vestingincreased
to FY2014E
by $3.0mm
($ in millions) US STORES SG&A (excluding
E-COMM SG&Ae-commerce
FY2104Eand stock-based
EBITDA growthcompensation) increased
of 33% is significantly

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REVENUEtext for slide0009:
BRIDGE BASED
eCommerce
ASSUMPTIONS by FY2013 Source:ON THE LRP Growth
Management in Projections.
Financial the LRP is based on: 3%
Financial comp
results forstore salesyear
a stated assumption
representContinued
financialsexpansion
for the 12 in the number
month of unitsJanuary
period ending in the US
31 (consistent with current
of the following year. %levels) Delayed
of revenues: expansion in Canada
COMPARABLE STORE Launch
SALESof
the following year.NEW STORE OPENINGS E-COMMERCE REVENUES REVENUE BRIDGE Source: Management’s Long Range Plan. Financial results for a stated year represent financials for the 12 month period ending January 31 of

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LRP INCOME text STATEMENT
for slide0010: Source: Management’s current Long Range Plan. Financial results for a stated year represent financials for the 12 month period ending January 31 of the following year. (US$ in millions, except per share
amounts)

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Searchable text for slide0011:

MARKET UPDATE

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HEAT SHARE text for slide0012:
CMRG, CATO, PRICE PERFORMACE
CBK, CTRN,
at $38.00-$39.00/share Nov 29,DEST,
2012
Source:
HOTT, Factset
JOSB, PSUNmarket
and data as ofHigh
at WTSLA;
May Growth
21, 2013Retail
Notes:Peers
Growth TeenLULU,
include Peers include:
UA, ZUMZ
at FRAN, VRA,andTUMI
TLYS;and
Other TeenOff-Price
FOSL; Peers include:
Peers ANF, ARO
include: and ASNA
ROST, AEO; Mid-Cap
Jan and TJX Specialty
Sept RetailApax’
25, 2012 Peersinitial
include BEBE,
proposal
—Jan
$0.41 22 Apax
beat initial of
consensus discussions
$0.40 MarApax’
Stock
revised
22, 2013 proposal
(Q4(4.0%)
‘12) Comp $40.00/share
of 0.7% Dec
missed 2, 2012 Apax’
consensus lastEPS
of 1.0% (verbal) proposal
ofconsensus
$0.65 $40.50/share
beat consensus
2.0% EPSof
AprStock
$0.63 18, 2013
priceApax’s updated
declined (2.6%) proposal
Nov 29,at2012
$42.00/share
(Q3 ‘12) Comp22, 2013
May of 0.2% Termination
missed of discussions
consensus
Comp ofof1.7%
Sept
EPS25
1.5%beat of
consensus of 1.5% EPS of $0.46 beatprice declined
consensus Aug price
of $0.43 Stock 24, 2012 (Q2 ‘12)
increased Comp
6.5% Aprof
29,0.5%
2013missed
Bloomberg articleofmentioning of $0.36
Heat beat consensus
as LBO of $0.34
candidate Stock Stock
increased price
2.0%declined
May 17,(6.9%)
2013 Apax’s 24, 2012
final (Q1 ‘12)
proposal at $42.00/share

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COMPARATIVEtext forSTOCK
slide0013:
PRICE PERFORMANCE HeatofS&P 500 ANF ARO AEOApax
ZUMZ TLYS Sept 25,
Apax proposal
include: ZUMZ atand
$42.00/share
TLYS;and JanTeen
Other 22, 2013
PeersTermination
include: ANF, discussions
ARO Dec
and ASNA
AEO; 2, 2012
Mid-Cap verbal proposal at 2012 Apax’s initial
$40.50/share proposal22atApax
Sept 25—Jan $38.00- $39.00/share
initial Nov
discussions 29, 2012
Source: Apax’s
Factset revised
market data proposal
as of Mayat $40.00/share
High21,
Apr
2013 Retail
Notes: 18, 2013
Growth New
Teen Peers
UA, FRAN,
release VRA,
May 17, TUMI
2013 FOSL;
Apax’s final Off-Price
proposal Peers include:
at $42.00/share ROST, and TJX Specialty Retail
May 24, 2012 Q1Peers include
‘12 Earnings BEBE,
releaseCMRG,
Aug 24,CATO,
2012 Q2 CBK,
‘12 CTRN,
Earnings DEST, HOTT,
release JOSB,
Nov 29, 2012PSUN and
Q3 ‘12 WTSLA;
Earnings release Growth
Mar 22, 2013 Q4Peers
‘12 include LULU,
Earnings

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COMPARATIVE text for slide0014:
Rolling P/E basedatSTOCK
revised final
proposal on PRICEmonth
next twelve
$40.00/share
AND P/E
Dec 2, 2012
VALUATION
projected
Apaxearnings
PERFORMANCE
based onatIBES
verbal proposal
OF SELECT
consensus
$40.50/share Apr
PEERS(2)
estimates
18, 2013(2)
(1) (1) Source:
Apax’Indexed
Factset
updatedStock
as of May
Performance
proposal
21, 2013
2013E
at $42.00/share
Notes: (1)
P/E22,
Jan Multiple Composite
Sept 25, 2012
2013 Termination
index is initial
of Apax’
based proposal
on 50% American
discussions Sept at $38.00-
25—Jan
Eagle,
22 Apax
25% Tilly’s
$39.00/share and 2012
Nov 29,
initial discussions
25% Zumiez (2)
May 17,Apax’
2013
Apax’s proposal at $42.00/share

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FINANCIAL text for slide0015: FOR 1Q2013 Source: Company Management, Factset Notes: (1) Financial results for a stated year represent financials for the 12 month period ending January 31 of the following year. Chart scales are adjusted
PROJECTIONS
to show variability of various financial metrics Current LRP Consensus Median FINANCIAL PROJECTIONS FOR FY2013(1) COMPARISON OF LRP & CONSENSUS ESTIMATES

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FINANCIAL textANALYSIS
for slide0016:

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SUMMARY text
OF for slide0017: ANALYSIS Source: Management’s Long Range Plan Notes: Values and market data as of May 21, 2013, rounded to the nearest 25 cents. Financial results for a stated year represent financials for the 12 month
FINANCIAL
period ending
2013. For DCF, January
blue 31represents
bar of the followingrange
year. based
Based on
on reference
23.5mm basic shares outstanding; approximately 0.5mm restricted stockvalue
units that
and would
dilutiveresult
effect of in-the-money stock options (1.662mm gross options outstanding) as Apax
of May 21,
Proposal
Multiple::6.0x
$42.00 (22%
$52.50 premium tovalue
$43.50 price on 5/21) Precedent exit multiple
Premiums Precedentrange of 5.0x—6.0x;
Transactions red line
LBO Trading represents
Range the DCF
Analyst Estimates Trading Valuationusing
DCF an illustrative
(excl. 6.0xM&A
synergies) -7.0xValuation
exit multiple
(US$range Current
per share) Price:
7.0x 6.0x$34.50
5.0x Terminal

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EQUITY text for slide0018:
RESEARCH PRICE covered
TARGETS Source: Wallwho
Street Research Notes: Market
The majority of the companies by the analysts cover Heat are mature retailData as of May
companies 21, 2013
vs. high CURRENT
growth operators,RECOMMENDATION
which is the same case The median high
for another analyst pricecompany,
growth target for Lululemon
Heat suggests 1.4% downside to current trading levels.

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ILLUSTRATIVEtext forSHARE
slide0019:
PRICE TRAJECTORY Based on Price / NTM EPS Multiple
month period
estimated shareending
pricesJanuary
at 31 of
of the following year. Analysis based on assumed shareof 15.9x / 16.2x
buybacks using Source: FactSet,
the available Management’s
excess cumulative Current
cashper Long Range
ofshare
$177mm Plan Notes:
generated Financial
for between
results for a Share
FY2014-FY2016. statedbuybacks
year represent financials
assumed for the 12to
at 5% premium
prices
shows (US$ performa
the pro share) If the
stockHeatend
price
fiscal
retains years 2014,
its current
It is important toP/E
note
2015
multipleand 2016,
that theand
based
achieves
projected
onearnings
its
share
applying the respective
prices onforecast,
NTM
its could
this graph stock price
be
P/E
willratio
have
significantly
toexceeded
estimated earnings
reduced ifthe
theApax
shareoffer
priceby
(pro
late
falls
forma
as2013
share buybacks)
If Heat’s
a result of themultiple
in thetofuture
increases
Company’s upcoming theQ1 periods.of
midpoint (1)the
Based on estimated
reference
earnings announcement range,
Current
future
the (red)share
line
(5/21/2013)

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PUBLIC31 text for slide0020:
TRADING COMPARABLES
January of the following year GrowthEV / 2013E
Teen Peers EBITDA
Mid-Cap P / 2013E Peers
Specialty EPS Source: Company
Large-Cap Filings,
Specialty PeersFactset market Peers
High Growth data asOff
of Price
May 21, 2013
Peers Note:
Other Financial
Teen Peers results for a stated year represent financials for the 12 month period ending

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PUBLIC31 text for slide0021:
TRADING COMPARABLES
January of the following year GrowthEV / 2014E
Teen Peers EBITDA
Mid-Cap P / 2014E Peers
Specialty EPS Source: Company
Large-Cap Filings,
Specialty PeersFactset market Peers
High Growth data asOff
of Price
May 21, 2013
Peers Note:
Other Financial
Teen Peers results for a stated year represent financials for the 12 month period ending

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DISCOUNTED text for slide0022:
CASH FLOW ANALYSIS Source: Management’s Long Range Plan Notes:
applied. Stock based
Assets, Deferred Rentcompensation
and Deferredexpense is not added
Tax Liabilities (US$ back for except
in MM, unlevered
per free
sharecash flows inFinancial
amounts) order to results
capturefor
thea value
statedofyear represent financials
management for the
compensation. 12 month
Future period
values endingtoJanuary
discounted 312013.
May 21, of the(1)
following year.
Based on Mid-year
change convention
in Other Current is

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RELEVANT text for slide0023:
SECTOR TRANSACTIONS SPECIALTY BRANDED APPAREL & ACCESSORIES—EV / LTM EBITDA OTHER RETAIL – EV / LTM EBITDA ($ in millions) Source: Company filings, Wall Street research

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PREMIUMS text for slide0024:
PAID
Dealogic, Capital IQANALYSIS; US TARGETS, 2002—PRESENT GO-PRIVATE TRANSACTIONS (DEAL VALUE GREATER THAN $100 MM) ALL TRANSACTIONS (DEAL VALUE BETWEEN $500—$1,500 MM) Source:

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Searchable text for slide0025:

TEEN RETAILERS EARNINGS REACTION Source: Factset market data as ofEPS
Mayof21, 2013 ZUMZ Oct 31, 2012Stock
(Q3 ‘12) Comp of 3.7% missed consensus
(4.8%) TLYS
consensus Nov 21,
of $0.56 2012
Stock (Q3declined
price ‘12) Comp of 1.9% missed consensus of‘12)
4.8% $0.30 inmissed
line with consensus price declined (17.2%) AEO 06, of
Mar$1.95 20134.4% EPS
(Q4 ‘12)ofComp
$0.51 of
missed
4.0%consensus
missed of $0.53of
consensus Stock
5.0% price
EPS declined
of $0.55 missed
(10.0%)
declined missed
(13.0%)consensus
ARO Janofof
10,(5.0%) EPS(10.1%)
2013– (Q4
ANF
of $0.19 Febconsensus
missed 22, 2013 (Q4 $0.34 Comp
ofconsensus
Stock of (4.0%)
price declined consensus
(15.0%) of (3.3%)
ANFconsensus
May EPS (Q1
16, 2012 of $2.01 beat
of $0.41 ‘12) Comp consensus
price of (5.0%)of(1.0%) Stock
missedARO price
consensus ofdeclined
(0.9%) (4.5%)
EPS of ANF
$0.03 Aug
beat01, 2012 (Q2
consensus of ‘12)
$0.32Comp ofprice
Stockof
of $0.00 missed guidance $0.03 $0.05‘12) Comp
Stock of declined
price (9.0%) missed
(32.0%) ANF Nov of14,
(2.0%)
2012EPS
(Q3of $0.24
‘12) missed
Comp of (3.0%) beat consensus Stock
of (10.0%) declined
EPS of $0.87 Aug 01,
beat consensus 2012
of (Q2
$0.60 ‘12)
Stock Compincreased
price of (1.0%) missed
34.4% consensus 2.5% EPS

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SENSITIVITYtext for slide0026:
STORE SALESOF OFFER PREMIUM
GROWTH TO VARIOUS
Source: Company HEATbroker
management, STOCK PRICES
median STREET
consensus CONSENSUS
estimates (Janney, VS.
WellsACTUAL (Q1-FY2013)
Fargo, Jefferies, Heat
BAML, has historically
Avondale) outperformed
APAX OFFER management
PREMIUM EPS guidance
AT VARIOUS PRICESinEPS
12 of the last 13 quarters COMP

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LEVERAGED text BUYOUT
for slide0027:
ANALYSIS5.2x TRANSACTION SUMMARY Acquisition at $47.10, atDebt
36.5% premium to the astock price of $34.50 on 5/21/2013 Price representing the 20.0% IRR, midpoint
7.7x LTM EBITDA
$25 million (7.8xdate
EBITDAR) Term Loan at AND
LIBOR + 350 bps 2.5x Subordinated at 7.0% Assumes “management promote” equivalent to 7.5% of incremental equity value createdofAssumes
LBO valuation
minimum range Total
Plancash
leverage of
requirement
Financial of
results for atoTransaction
discounted stated
May year
21, 2013,
as offinancials
represent 7/31/2013
midpoint
SOURCES
for the 12
representing month
20%
USES
IRRperiod
PURCHASE
ending
(US$ in MM, January
PRICE
31 share
except per
SUMMARY
of the ILLUSTRATIVE
following year.
amounts) IRR valuationRETURNS
range as ofSENSITIVITY PRICE
May 21, 2013 (1) (1) LEVERAGE
Assuming (2)(2)
7.7x leverage Source: Management’s
Assuming Long Range
5.5x exit multiple (3) Based Notes:
on values

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LEVERAGED text BUYOUT
for slide0028:
the 12 month period endingANALYSIS
January 31SUMMARY FINANCIAL
of the following year. StockPROJECTIONS DEBTexpense
based compensation PAYDOWN AND
is added CREDIT
back STATISTICS
for unlevered Source:
free cash flows,Management’s Long
however, assumes Range
7.5% Plan Notes:
management Financial results for a stated year represent financials for
promote

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VALUATION text for slide0029: BASED ON COMPARABLE STORE SALES GROWTH DISCOUNTED CASH FLOW ANALYSIS LEVERAGED BUYOUT ANALYSIS Source: Management’s Long Range Plan Notes: Valuation as of
May
multiple 2013. SENSITIVITY
21, range DCF
of valuation
5.0x-6.0x basedEBITDA
trailing on discount range of 12.0%-14.0%
MIDPOINT DIFFERENCE and
OFterminal
CURRENTexit multiple range of 5.0x-6.0x
VS. SENSITIVITY trailing
MIDPOINT EBITDA. LBO
DIFFERENCE OFvaluation
CURRENT based
VS.onSENSITIVITY
IRR range of 17.5%-22.5%, leverage of 7.7x LTM EBITDA, and terminal exit

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APPENDIXtext for slide0030:

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Searchable text forfilings,

Source: Company slide0031:
FactSet; Data as of May 21, 2013 Notes: Financial results for a stated year represent financials for the 12 month period ending January 31 of the following year ($ in millions, except per share data) ANALYSIS AT
VARIOUS PRICES

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EVOLUTION textOF
forQUARTERLY
slide0032: COMP STORE
Company experienced a deceleration in comp storeSALES EVOLUTION
sales Source: OFFilings
Company COMPNote:
STORE SALES In
Aeropostale the sales
comp first two quarters
growth following
results its the
excluding IPO,impact
Heat posted comp store
of e-commerce sales levels consistent with high growth peers Since August 2010, the
sales

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WALL STREETtext for slide0033: PERSPECTIVES ON THE TEEN SECTOR Source: Factset as May 21, 2013, Bloomberg, Wall Street Research Notes: Financial results for a stated year represent financials for the 12 month period ending
January 31 of theRESEARCH
following year

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LRP CAPEX text for slide0034:
SCHEDULE Source: Management’s current Long Range Plan. Financial results for a stated year represent financials for the 12 month period ending January 31 of the following year. (US$ in millions)

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WEIGHTED text for slide0035:
AVERAGE COST OF CAPITAL ANALYSIS ASSET
for peers (3) Based on yield on 10-Year U.S. Government Bond as ofBETA ANALYSIS
May 21, WACConANALYSIS
2013 (4) Based Source:
2012 Ibbotson Bloomberg,
Report Company
(5) Assumed Filings, Market
weighted-average cost data as of Maydebt
of refinanced 21, 2013 Notes: (1) 5 year unadjusted beta (2) Assumes 40% tax rate

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following year COMPANY ANALYSIS – KEY METRICS Source: Company Filings, Factset market data as of May 21, 2013 Notes: Financial results for a stated year represent financials for the 12 month period ending January 31 of the

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10/28/2019 Exhibit (c)(10)

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COMPARABLE text for slide0037: ANALYSIS – KEY METRICS (CONT’D) Source: Company Filings, Factset market data as of May 21, 2013 Notes: Financial results for a stated year represent financials for the 12 month period ending
January 31 of the COMPANY
following year

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10/28/2019 Exhibit (c)(10)

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10/28/2019 Exhibit (c)(10)
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