Announcements

Blackhawk Network Acquires CashStar for $175 million; Establishes a Leadership Position in First-Party Digital Gift Card Market; Transaction is Accretive to Adjusted EPS for 2018

Acquisition of digital gift card solution leader expands Blackhawk’s footprint in first-party egift and gift cards and further strengthens its mobile and digital offerings

Blackhawk Network Acquires CashStarPLEASANTON, Calif.—Aug. 30, 2017—Blackhawk Network, Inc., a global financial technology company (“Blackhawk”), announced today that it has acquired CashStar, Inc., a leading provider of gift card commerce solutions at the forefront of mobile payments and digital gifting innovation. The acquisition strengthens Blackhawk’s position in the emerging digital gift card market and establishes Blackhawk as a leading provider in the fast growing first-party digital gift card market. The first-party gift card market transaction dollar volume is estimated in excess of $100 billion with digital being the fastest-growing segment of that market.

CashStar’s commerce platform enables retailers to market, sell and distribute digital and plastic gift cards in the first-party digital card business, which is directly to consumers and businesses across a wide range of channels. With CashStar’s flexible platform, merchants can use digital and physical gift cards to engage consumers throughout the customer lifecycle, including marketing and promotions, sales and customer service. CashStar increases Blackhawk’s offerings and deepens merchant relationships, while extending Blackhawk’s strength in the third-party and incentives businesses to the large first-party market. In addition, the acquisition provides retailers and distributors with more powerful options in mobile and digital distribution—two of the fastest-growing gift card segments in the industry today.

“The acquisition strategically enhances Blackhawk’s ability to provide the right digital solutions to our partners to meet the changing needs of business customers and consumers,” said Talbott Roche, CEO and president of Blackhawk Network. “With the addition of CashStar, Blackhawk is now a leading provider in the fast growing first-party digital market. Also, with CashStar margins projected in the range of 25 percent to 30 percent for fiscal 2018, Blackhawk maintains its focus on margin expansion. Finally, Blackhawk remains committed to optimizing capital allocation to enhance shareholder returns and will continue to evaluate acquisition candidates as well as potential share repurchases in the future.”

“Joining forces with Blackhawk will help us deliver even more powerful capabilities and new revenue opportunities for our clients and partners,” said Ben Kaplan, CEO and president of CashStar. “Together, we can provide merchants with unified end-to-end solutions for B2B and B2C gift card distribution. The combination of our platform and Blackhawk’s product breadth and global reach creates innovative new applications for branded value and mobile payments. We couldn’t be more excited.”

CashStar becomes part of Blackhawk’s digital and incentives businesses. Kaplan continues to manage the business and reports directly to Blackhawk’s General Manager of Digital and Incentives, David Jones.

“We’re looking forward to leveraging the synergies across our businesses and technologies to offer comprehensive gift card solutions for a brand to sell directly to consumers or businesses through digital channels,” said Jones. “We are committed to maintaining CashStar’s merchant-centric culture that has earned the company so much success to-date. As we integrate their SaaS platforms and organization into Blackhawk, we will provide the same exceptional service and partnership that Blackhawk and CashStar customers have come to expect.”

Transaction Details
Blackhawk acquired CashStar for approximately $175 million in cash. “We expect the acquisition to be at least earnings neutral in fiscal 2017 and meaningfully accretive after synergies in 2018, adding $12 million to $15 million in adjusted EBITDA, $3 million to $5 million in adjusted net income and $0.05 to $0.09 in adjusted EPS,” said Jerry Ulrich, Blackhawk’s chief financial and administrative officer. “In addition, it is projected to generate positive cash flow in 2018 and helps us gain leverage in our digital products category by accelerating topline growth. With projected 2018 Adjusted EBITDA margins above our corporate average, it’s also consistent with our margin expansion objectives. We completed the acquisition using a combination of available cash and borrowings under our revolving credit facility while maintaining further borrowing capacity with a projected pro forma debt to EBITDA leverage ratio of approximately 3.8 at the end of our fiscal third quarter.”

Conference Call/Webcast Details
Blackhawk will host a conference call and webcast to discuss transaction details on August 31, 2017 at 1 p.m. PDT/4 p.m. EDT. Hosting the call will be Blackhawk CEO and President, Talbott Roche; Executive Chairman, Bill Tauscher; and Chief Financial and Administrative Officer, Jerry Ulrich. Participants can access the webcast by visiting the Company’s Investor Relations website at ir.blackhawknetwork.com. In addition, Blackhawk will post a slide presentation relating to this transaction under the “Presentations” page of its Investor Relations website prior to the call. A replay of the webcast will be available on the Company’s investor relations website until Friday, September 29, 2017.

About Blackhawk Network
Blackhawk Network Holdings, Inc. (NASDAQ: HAWK) is a global financial technology company and a leader in connecting brands and people through branded value solutions. Blackhawk platforms and solutions enable the management of stored value products, promotions and incentive programs in retail, ecommerce, financial services and mobile wallets. Blackhawk’s Hawk Commerce division offers technology solutions to businesses and direct to consumers. The Hawk Incentives division offers enterprise, SMB and reseller partners an array of platforms and branded value products to incent and reward consumers, employees and sales channels. Headquartered in Pleasanton, Calif., Blackhawk operates in 26 countries. For more information, please visit blackhawknetwork.com, hawkcommerce.com, hawkincentives.com or our product websites giftcards.com, giftcardmall.com, cardpool.com, giftcardlab.com and omnicard.com.

About CashStar
CashStar is an industry-leading provider of gift card commerce solutions at the forefront of mobile payments and digital gifting. The CashStar Commerce platform is used by merchants to increase revenue, reduce costs and optimize customer experiences across channels, and the CashStar Exchange platform is used by gift card distributors and loyalty programs to procure and deliver gift cards from hundreds of leading brands. CashStar clients include top brands like Sephora, Starbucks, The Home Depot, Uber and Walmart and distribution partners such as American Express Membership Rewards, Great Lakes Scrip, Maritz Motivation Solutions, MyCokeRewards, Raise.com and United MileagePlus X. To learn more about CashStar’s solutions, please visit www.CashStar.com, follow @CashStar or email .

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are indicated by words or phrases such as “guidance,” “believes,” “expects,” “intends,” “forecasts,” “can,” “could,” “may,” “anticipates,” “estimates,” “plans,” “projects,” “seeks,” “should,” “targets,” “will,” “would,” “outlook,” “continuing,” “ongoing,” and similar words or phrases and the negative of such words and phrases. Forward-looking statements are based on Blackhawk’s current plans and expectations and involve risks and uncertainties which are, in many instances, beyond its control, and which could cause actual results to differ materially from those included in or contemplated or implied by the forward-looking statements. Such risks and uncertainties include, without limitation, Blackhawk’s ability to successfully integrate the acquired business and solutions; costs related to the acquisition and integration of the acquired business; the competitive environment in the industry and competitive response to the acquisition; general market and business conditions; and the accounting impact of the acquisition. Other factors that could cause or contribute to such differences include, but are not limited to, those described in Blackhawk’s reports and filings with the Securities and Exchange Commission (the “SEC”), including the risks and uncertainties set forth in Item 1A under the heading “Risk Factors” in its Annual Report on Form 10-K for the year ended December 31, 2016 and other subsequent periodic reports it files with the SEC. Furthermore, such forward-looking statements speak only as of the date of this press release. Blackhawk undertakes no obligation to update forward-looking statements to reflect developments or information obtained after the date hereof and disclaim any obligation to do so other than as may be required by law.

INVESTORS/ANALYSTS:
Patrick Cronin
(925) 226-9973

MEDIA:
Blackhawk Network
Courtney Brunkow
(303) 717-9575

CashStar, Inc.
Kini Schoop
(917) 415-6508