SEC Info℠

Home

Search

My Interests

Help

Sign In

Please Sign In

CommerceHub, Inc. – ‘DEFM14A’ on 4/18/18

On:  Wednesday, 4/18/18, at 6:00am ET   ·   Effective:  4/18/18   ·   Accession #:  1047469-18-2902   ·   File #:  1-37840

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

 Text Wildcards:  ? (any letter/digit),  * (many).  Search Logic:  for Documents:  & (and),  | (or);  for Text:  | (anywhere),  "(&)" (near).  Details... 

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/18/18  CommerceHub, Inc.                 DEFM14A     4/18/18    1:1.8M                                   Merrill Corp/New/FA

Document/Exhibit                   Description                      Pages   Size 

 1: DEFM14A     Definitive Proxy Solicitation Material - Merger or  HTML   1.24M 
                          Acquisition                                            

Use these links to rapidly review the document
TABLE OF CONTENTS
TABLE OF CONTENTS

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

Table of Contents

201 Fuller Road, 6^th Floor
Albany, New York 12203
(518) 810-0700

April 18, 2018

Dear Stockholder:

         You are cordially invited to attend a special meeting of the stockholders of CommerceHub, Inc., a Delaware corporation (CommerceHub, we, us, our or the Company), which we will hold at 12:00 p.m., local time, on May 18, 2018, at the offices of Baker Botts L.L.P., 30 Rockefeller Plaza, New York, New York 10112, telephone (212) 408-2500.

         At the special meeting, holders of our Series A common stock and Series B common stock (together, the voting stock) will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time, the merger agreement), dated as of March 5, 2018, by and among CommerceHub, Great Dane Parent, LLC, a Delaware limited liability company (Parent), and Great Dane Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (Merger Sub), pursuant to which Merger Sub will merge (the merger) with and into CommerceHub, with CommerceHub continuing as the surviving corporation and a wholly owned subsidiary of Parent. Parent and Merger Sub were formed by affiliates of GTCR LLC (GTCR) and affiliates of Sycamore Partners Management, L.P. (Sycamore) to facilitate the participation of investment funds advised by GTCR and Sycamore in the transaction. As a result of the merger, each share of Series A common stock, Series B common stock and Series C common stock (collectively, the common stock) issued and outstanding immediately prior to the effective time of the merger (other than shares owned by Parent, Merger Sub or CommerceHub, and any shares of common stock held by any stockholder who is entitled to demand and properly demands appraisal of such shares in accordance with Section 262 of the General Corporation Law of the State of Delaware and who does not fail to perfect or otherwise effectively withdraw their demand or otherwise lose the right to appraisal), will be converted into the right to receive $22.75 in cash, without interest and less applicable withholding taxes. The per-share price of $22.75 represents a 24.5% premium to the Series A common stock closing price as of March 5, 2018, a 19.3% premium to the one-month volume-weighted average Series A common stock closing price, a 30.2% premium to the Series C common stock closing price as of March 5, 2018, and a 27.1% premium to the one-month volume-weighted average Series C common stock closing price. The Series B common stock, which is convertible on a one-for-one basis at the option of the holder into shares of Series A common stock, is sparsely traded and does not have an active trading market or readily available price quotations.

         Our board of directors (our board) has unanimously approved and declared advisable the merger agreement and determined that the merger agreement and the transactions contemplated thereby, including, without limitation, the merger, are fair to, and in the best interests of, CommerceHub and its stockholders. Our board unanimously recommends that stockholders vote "FOR" the proposal to adopt the merger agreement and "FOR" the related proposals described in the enclosed proxy statement.

         The proxy statement describes the merger agreement, the merger and related agreements and provides specific information concerning the special meeting. In addition, you may obtain information about CommerceHub from documents filed with the Securities and Exchange Commission. We urge you to read the entire proxy statement carefully, including the annexes, as it sets forth the details of the merger agreement and other important information related to the merger.

        Your vote is very important.    The merger cannot be completed unless holders of a majority of the combined voting power of the shares of our voting stock outstanding at 5:00 p.m. New York City time on April 16, 2018 and entitled to vote thereon, voting together as a single class, vote in favor of the adoption of the merger agreement. The other proposals described in the proxy statement require the affirmative vote of the holders of a majority of the combined voting power of the shares of our voting stock present in person or represented by proxy and entitled to vote on such proposal at the special meeting, voting together as a single class. Whether or not you plan to attend the special meeting, we ask you to submit a proxy to have your shares voted in advance of the special meeting by using one of the methods described in the proxy statement. If you hold your shares in "street name," you should instruct your broker, bank, trust or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your broker, bank, trust or other nominee.

         If you have any questions or need assistance in voting your shares, please contact our proxy solicitor, D.F. King & Co., Inc., at:

         D.F. King & Co., Inc.
48 Wall Street, 22^nd Floor
New York, New York 10005
Banks and Brokers Call: (212) 269-5550
All Others Call Toll Free: (800) 290-6424
Email: CHUBA@dfking.com

         Thank you for your cooperation and continued support and interest in CommerceHub.

         Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the merger, passed upon the merits or fairness of the merger or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

         This proxy statement is dated April 18, 2018 and is first being mailed to stockholders on or about April 19, 2018.

Table of Contents

201 Fuller Road, 6^th Floor
Albany, New York 12203
(518) 810-0700

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
to be Held on May 18, 2018

To the Stockholders of CommerceHub, Inc.:

        NOTICE IS HEREBY GIVEN that a special meeting of the stockholders of CommerceHub, Inc., a Delaware corporation (CommerceHub, we, us, our or the Company), will be held at 12:00 p.m., local time, on May 18, 2018, at the offices of Baker Botts L.L.P., 30 Rockefeller Plaza, New York, New York 10112, telephone (212) 408-2500, to consider and vote upon:

        1.     A proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time, the merger agreement), dated as of March 5, 2018, by and among CommerceHub, Great Dane Parent, LLC, a Delaware limited liability company (Parent), and Great Dane Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (Merger Sub), pursuant to which Merger Sub will merge (the merger) with and into CommerceHub, with CommerceHub continuing as the surviving corporation and a wholly owned subsidiary of Parent;

        2.     A proposal to approve, on an advisory (non-binding) basis, specified compensation that may become payable to the named executive officers of CommerceHub in connection with the merger (the advisory compensation proposal); and

        3.     A proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting or any adjournment or postponement of the special meeting to approve the proposal to adopt the merger agreement (the adjournment proposal).

        Holders of record of our Series A common stock and Series B common stock (together the voting stock), outstanding as of 5:00 p.m., New York City time, on April 16, 2018 (the record date), are entitled to notice of, and to vote at, the special meeting or at any adjournment or postponement of the special meeting. The holders of voting stock will vote together as a single class on each proposal. The holders of record of our Series C common stock, outstanding as of 5:00 p.m., New York City time, on the record date are entitled to notice of the special meeting but are not entitled to vote, except as required by Delaware law, and may not vote on the proposals to be presented at the special meeting.

        Our board of directors (our board) has unanimously approved and declared advisable the merger agreement and determined that the merger agreement and the transactions contemplated thereby, including, without limitation, the merger, are fair to, and in the best interests of, CommerceHub and its stockholders. Our board unanimously recommends that you vote "FOR" the proposal to adopt the merger agreement. Our board further unanimously recommends that you vote "FOR" the advisory compensation proposal and "FOR" the adjournment proposal.

        Your vote is important, regardless of the number of shares of voting stock you own.    The merger cannot be completed unless holders of a majority of the combined voting power of the outstanding shares of our voting stock entitled to vote thereon, voting together as a single class, vote in favor of the adoption of the merger agreement. Approval of each of the advisory compensation proposal and the adjournment proposal requires the affirmative vote of the holders of a majority of the combined voting power of the shares of our voting stock present in person or represented by proxy and entitled to vote on such proposal at the special meeting, voting together as a single class. Approval of the advisory compensation proposal and the adjournment proposal are not conditions to the completion of the merger.

Table of Contents

        Whether or not you plan to attend the special meeting in person, please sign, date, and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or submit your proxy electronically over the Internet or by telephone. If you attend the special meeting and vote in person by ballot, your vote will revoke any proxy that you have previously submitted. If you hold your shares in "street name," you should instruct your broker, bank, trust or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your broker, bank, trust or other nominee. Your broker, bank, trust or other nominee cannot vote on any of the proposals, including the proposal to adopt the merger agreement, without your instructions.

		By order of the Board of Directors,
		Douglas Wolfson General Counsel and Secretary Albany, New York

        WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE SPECIAL MEETING, PLEASE VOTE PROMPTLY VIA TELEPHONE OR ELECTRONICALLY VIA THE INTERNET. ALTERNATIVELY, IF YOU RECEIVED A PAPER PROXY CARD, PLEASE COMPLETE, SIGN AND RETURN IT BY MAIL.

Table of Contents

TABLE OF CONTENTS

i

Table of Contents

ii

Table of Contents

1

Table of Contents

2

Table of Contents

3

Table of Contents

4

Table of Contents

5

Table of Contents

6

Table of Contents

7

Table of Contents

8

Table of Contents

9

Table of Contents

10

Table of Contents

11

Table of Contents

12

Table of Contents

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

        The following questions and answers address briefly some questions you may have regarding the special meeting, the merger agreement and the merger. These questions and answers may not address all questions that may be important to you as a CommerceHub stockholder. Please refer to the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement, and the documents referred to in this proxy statement.

Q:    Why am I receiving this proxy statement?

A:

On March 5, 2018, CommerceHub entered into the merger agreement providing for the merger of Merger Sub, a direct, wholly owned subsidiary of Parent, with and into CommerceHub, with CommerceHub surviving the merger as a wholly owned subsidiary of Parent. You are receiving this proxy statement in connection with our board's solicitation of proxies from holders of voting stock in favor of the proposal to adopt the merger agreement and in favor of the other matters to be voted on at the special meeting or any adjournment or postponement of the special meeting.

Q:    What is the proposed transaction?

A:

The proposed transaction is the merger of Merger Sub with and into CommerceHub pursuant to the merger agreement. Following the effective time, CommerceHub would be privately held as a subsidiary of Parent.

Q:    What will I receive in the merger?

A:

If the merger is completed, you will be entitled to receive $22.75 in cash, without interest and less any applicable withholding taxes, for each share of our common stock that you own. For example, if you own 100 shares of common stock, you will be entitled to receive $2,275 in cash in exchange for your shares of common stock, without interest and less any applicable withholding taxes. You will not be entitled to receive shares in the Surviving Corporation or any equity interests in Parent.

Q:    How does the per-share merger consideration compare to the unaffected market price of the common stock?

A:

The $22.75 per-share merger consideration represented a 24.5% premium to the Series A common stock closing price as of March 5, 2018, a 19.3% premium to the one-month volume-weighted average Series A common stock closing price, a 30.2% premium to the Series C common stock closing price as of March 5, 2018, and a 27.1% premium to the one-month volume-weighted average Series C common stock closing price. The Series B common stock, which is convertible on a one-for-one basis at the option of the holder into shares of Series A common stock, is sparsely traded and does not have an active trading market or readily available price quotations.

Q:    Where and when is the special meeting?

A:

The special meeting will take place at 12:00 p.m., local time, on May 18, 2018, at the offices of Baker Botts, 30 Rockefeller Plaza, New York, New York 10112, telephone (212) 408-2500.

Q:    What matters will be voted on at the special meeting?

A:

You will be asked to consider and vote on the following proposals:

•

a proposal to adopt the merger agreement;

•

a proposal to approve, on an advisory (non-binding) basis, specified compensation that may become payable to our named executive officers in connection with the merger; and

13

Table of Contents

•

a proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting or any adjournment or postponement of the special meeting to approve the proposal to adopt the merger agreement.

Q:    What is a quorum?

A:

A quorum will be present if holders of a majority in total voting power of our shares of voting stock outstanding on the record date and entitled to vote at the special meeting are present in person or represented by proxy at the special meeting. If a quorum is not present at the special meeting, the special meeting may be adjourned or postponed from time to time until a quorum is obtained.

If you submit a proxy but abstain or fail to provide voting instructions on any of the proposals listed on the proxy card, your shares of voting stock will be counted for purposes of determining whether a quorum is present at the special meeting.

If your shares of voting stock are held in "street name" by your broker, bank, trust or other nominee and you do not instruct the nominee how to vote your shares of voting stock, these shares will not be counted for purposes of determining whether a quorum is present for the transaction of business at the special meeting.

Q:    What vote of our stockholders is required to adopt the merger agreement?

A:

Stockholders holding a majority of the combined voting power of the shares of our voting stock outstanding at 5:00 p.m., New York City time, on the record date and entitled to vote thereon, voting together as a single class, must vote "FOR" the proposal to adopt the merger agreement. In addition, under the merger agreement, the receipt of such required vote is a condition to the completion of the merger. A failure to vote your shares of voting stock, an abstention, or broker non-vote will have the same effect as a vote "AGAINST" the proposal to adopt the merger agreement.

Q:    What vote of our stockholders is required to approve other matters to be considered at the special meeting?

A:

Approval of each of the advisory compensation proposal and the adjournment proposal requires the affirmative vote of the holders of a majority of the combined voting power of the shares of voting stock present in person or represented by proxy and entitled to vote on such proposal at the special meeting, voting together as a single class. Under our bylaws, abstentions will have the same effect as a vote "AGAINST" these proposals. Broker non-votes will have no effect on the voting results for these proposals (assuming a quorum is present). Because all proposals for the special meeting are non-routine and non-discretionary, there will not be any broker non-votes for such proposals.

Q:    How will our directors and executive officers vote on the proposal to adopt the merger agreement?

A:

The directors of CommerceHub have informed CommerceHub that as of the date of this proxy statement and to the extent they own shares of voting stock, they intend to vote in favor of the proposal to adopt the merger agreement. In addition, the directors of CommerceHub have informed CommerceHub that, as of the date of this proxy statement and to the extent they own shares of voting stock, they intend to vote in favor of the advisory compensation proposal and the adjournment proposal. As of 5:00 p.m., New York City local time, on the record date, our directors owned, in the aggregate, less than 1% of the aggregate voting power of the shares of voting stock outstanding, and none of our executive officers owned any shares of voting stock.

14

Table of Contents

Q:    Have any CommerceHub stockholders agreed to vote their shares in favor of any of the CommerceHub proposals?

A:

Yes. In connection with the merger agreement, on March 5, 2018, Parent and CommerceHub entered into the voting agreement with the trust, with respect to the shares of common stock held by the trust. As of 5:00 p.m., New York City time, on the record date, the trust beneficially owned 101,164 shares of Series A common stock and 659,081 shares of Series B common stock, collectively representing, in the aggregate, approximately 32.3% of the aggregate voting power represented by the voting stock. As of the record date, the trust also beneficially owned 1,274,657 shares of Series C common stock.

Pursuant to the voting agreement, the trust agreed, among other things and subject to certain conditions, to, at any meeting of stockholders of CommerceHub called to vote upon the adoption of the merger agreement, vote all shares of voting stock beneficially owned by the trust in favor of the adoption of the merger agreement, and to vote against certain other matters that would reasonably be expected to prevent or interfere with the consummation of the merger, so long as such obligations have not terminated in accordance with the terms set forth in the voting agreement. Based on these arrangements, as of the record date, the affirmative vote of the holders of at least an additional 17.8% of the aggregate voting power of the shares of voting stock outstanding (exclusive of those held by the trust), voting together as a single class, is required in order to approve the proposal to adopt the merger agreement.

For a discussion of the voting agreement, see the section entitled "The Special Meeting—Voting by Certain CommerceHub Stockholders." A copy of the voting agreement is attached as Annex D to this proxy statement.

Q:    What voting power do I have?

A:

At the special meeting, holders of Series A common stock will have one vote per share and holders of Series B common stock will have ten votes per share, in each case, that our records show are owned as of the record date. Holders of Series A common stock and Series B common stock will vote together as a single class. The holders of record of our Series C common stock as of the record date are entitled to notice of the special meeting, but are not entitled to vote, except as required by Delaware law, and may not vote on the proposals to be presented at the special meeting.

Q:    How does our board recommend that I vote?

A:

Our board unanimously recommends that CommerceHub stockholders vote "FOR" the proposal to adopt the merger agreement. Our board further unanimously recommends that stockholders vote "FOR" the advisory compensation proposal, and "FOR" the adjournment proposal.

Q:    When do you expect the merger to be completed?

A:

We currently anticipate completing the merger in the second quarter of 2018, but we cannot predict the exact timing of the completion of the merger or whether the merger will be completed. In order to complete the merger, CommerceHub stockholders must approve the adoption of the merger agreement at the special meeting and the other closing conditions under the merger agreement, including receipt of required regulatory approvals, must be satisfied or, to the extent legally permitted, waived.

15

Table of Contents

Q:    What effects will the merger have on CommerceHub?

A:

Our Series A common stock and Series C common stock are currently registered under the Securities Exchange Act of 1934, as amended (the Exchange Act), and are listed on the Nasdaq Global Market (the Nasdaq) under the symbols "CHUBA" and "CHUBK," respectively. Our Series B common stock is not currently registered under the Exchange Act or listed on the Nasdaq but is quoted in the OTC Markets under the symbol "CHUBB." As a result of the merger, CommerceHub will cease to be a publicly traded company and will become a privately held subsidiary of Parent. Following the merger, the registration of our Series A common stock and Series C common stock and our reporting obligations under the Exchange Act will be terminated and our common stock will no longer be listed or quoted on any stock exchange or quotation system, including the Nasdaq and the OTC Markets.

Q:    What happens if the merger is not completed?

A:

If the merger agreement is not adopted by CommerceHub stockholders, or if the merger is not completed for any other reason, CommerceHub stockholders will not receive any payment for their shares of common stock in connection with the merger. Instead, we will remain a public company and shares of our common stock will continue to be listed or quoted on the Nasdaq or OTC Markets, as applicable. In addition, under specified circumstances, CommerceHub may be required to pay Parent a termination fee. See "The Merger Agreement—Termination Fees."

Q:    What will happen if stockholders do not approve the advisory proposal on specified compensation payable to CommerceHub's named executive officers in connection with the merger?

A:

The approval of this proposal is not a condition to the completion of the merger. The vote on this proposal is an advisory vote and will not be binding on CommerceHub or Parent. Further, the underlying plans and arrangements are contractual in nature and not, by their terms, subject to stockholder approval. Therefore, regardless of whether CommerceHub stockholders approve this proposal, if the merger is completed, the specified compensation will still be paid to CommerceHub's named executive officers to the extent payable in accordance with the terms of the merger agreement and applicable compensation and severance arrangements.

Q:    What do I need to do now? How do I vote my shares of voting stock?

A:

We urge you to read this proxy statement carefully, including its annexes and the documents referred to in this proxy statement. Your vote is important. If you are a stockholder of record of voting stock, you can ensure that your shares of voting stock are voted at the special meeting by submitting your proxy by:

•

mail, using the enclosed postage-paid envelope;

•

telephone, using the toll-free number listed on each proxy card; or

•

the Internet, at the address provided on each proxy card.

If you hold your shares of voting stock in "street name" through a broker, bank, trust or other nominee, you should follow the directions provided by your broker, bank, trust or other nominee regarding how to instruct your nominee to vote your shares. Without those instructions, your shares of voting stock will not be voted, which will have the same effect as voting "AGAINST" the proposal to adopt the merger agreement.

16

Table of Contents

Q:    Can I revoke my proxy?

A:

Yes. You can revoke your proxy at any time before the vote is taken at the special meeting. If you are a stockholder of record of voting stock, you may revoke your proxy by notifying CommerceHub's Secretary in writing at c/o CommerceHub, Inc., 201 Fuller Road, 6^th Floor, Albany, NY 12203, Attn: Secretary, or by submitting a new proxy by telephone, the Internet or mail, in each case, dated after the date of the proxy being revoked. In addition, you may revoke your proxy by attending the special meeting and voting in person (simply attending the special meeting will not cause your proxy to be revoked). Please note that if you hold your shares of voting stock in "street name" and you have instructed a broker, bank, trust or other nominee to vote your shares of voting stock, the above-described options for revoking your voting instructions do not apply, and instead you must follow the instructions received from your broker, bank, trust or other nominee to revoke your voting instructions or submit new voting instructions.

Q:    Will my shares of voting stock held in "street name" or another form of record ownership be combined for voting purposes with shares I hold of record?

A:

No. Because any shares you may hold in "street name" will be deemed to be held by a different stockholder than any shares you hold of record, any shares so held will not be combined for voting purposes with shares you hold of record. Similarly, if you own shares in various registered forms, such as jointly with your spouse, as trustee of a trust or as custodian for a minor, you will receive, and will need to separately submit a proxy card for those shares because they are held in a different form of record ownership. Shares held by a corporation or business entity must be voted by an authorized officer of the entity. Shares held in an individual retirement account must be voted under the rules governing the account.

Q:    What happens if I sell my shares of common stock before completion of the merger?

A:

If you transfer your shares of common stock (whether or not such shares are entitled to vote), you will have transferred your right to receive the merger consideration in the merger and lost your right to appraisal of your shares under Delaware law. In order to receive the merger consideration (or, if you properly demand appraisal, to remain entitled to appraisal rights with respect to your shares), you must hold your shares of common stock through completion of the merger.

The record date for stockholders entitled to vote at the special meeting is earlier than the special meeting date and the closing of the merger. If you transfer your shares of voting stock after the record date but before the special meeting, you will have transferred your right to receive the merger consideration in the merger but, unless special arrangements are made, retained the right to vote at the special meeting.

Q:    Should I send in my stock certificates or other evidence of ownership now?

A:

No. After the merger is completed, you will receive a letter of transmittal from the exchange agent for the merger with detailed written instructions for exchanging your shares of common stock for the merger consideration. If your shares of common stock are held in "street name" by your broker, bank, trust or other nominee, you may receive instructions from your broker, bank, trust or other nominee as to what action, if any, you need to take to effect the surrender of your "street name" shares in exchange for the merger consideration. Please do not send in your stock certificates now.

17

Table of Contents

Q:    I do not know where my stock certificate is—how will I get the merger consideration for my shares?

A:

If the merger is completed, the transmittal materials you will receive after the completion of the merger will include the procedures that you must follow if you cannot locate your stock certificate. These procedures will include an affidavit that you will need to sign attesting to the loss of your stock certificate. Parent may also require that you provide indemnity to the Surviving Corporation in order to cover any potential loss from the missing stock certificate.

Q:    Am I entitled to exercise appraisal rights instead of receiving the merger consideration for my shares of common stock?

A:

The holders of Series A common stock, Series B common stock, and Series C common stock are entitled to appraisal rights in connection with the merger in accordance with Section 262 of the DGCL. Stockholders who do not vote in favor of the proposal to adopt the merger agreement and otherwise comply with the requirements of Section 262 of the DGCL are entitled to statutory appraisal rights under Delaware law if the merger is completed. This means that if you comply with the requirements of Section 262 of the DGCL, you are entitled to have the "fair value" of your shares of common stock determined by the Delaware Court of Chancery and to receive payment based on that valuation instead of receiving the merger consideration. The ultimate amount you would receive in an appraisal proceeding may be more than, the same as or less than the amount you would have received under the merger agreement. To exercise your appraisal rights, you must strictly comply with the requirements of the DGCL. See "Appraisal Rights" and the text of the Delaware appraisal rights statute, Section 262 of the DGCL, which is reproduced in its entirety as Annex C to this proxy statement. Please read it carefully.

Q:    Do any of CommerceHub's directors or executive officers have interests in the merger that may differ from those of CommerceHub stockholders generally?

A:

Yes. In considering the recommendation of our board with respect to the proposal to adopt the merger agreement, you should be aware that our directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of stockholders generally. These interests include Mr. Poore's co-investor agreement to re-invest $6 million of merger consideration in Great Dane Holding, an affiliate of Parent, and participate in a management incentive program featuring both time-based and performance-based awards. In (i) evaluating and negotiating the merger agreement, (ii) approving the merger agreement and the merger, and (iii) recommending that the merger agreement be adopted by stockholders, our board was aware of and considered these interests to the extent that they existed at the time, among other matters. For more information, see the section of this proxy statement captioned "The Merger (Proposal 1)—Interests of Certain Persons in the Merger."

Q:    Will I have to pay taxes on the merger consideration I receive?

A:

If you are a U.S. Holder (as defined below in "The Merger (Proposal 1)—Material U.S. Federal Income Tax Consequences of the Merger"), the receipt of cash in exchange for shares of common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. A U.S. Holder of common stock who receives cash in the merger generally will recognize gain or loss in an amount equal to the difference, if any, between (1) the amount of cash received and (2) such U.S. Holder's adjusted tax basis in the shares of common stock exchanged therefor. Such gain or loss generally will constitute capital gain or loss and will constitute long-term capital gain or loss if the U.S. Holder's holding period for the common stock exchanged is more than one year as of the closing date of the merger. You should consult your own tax advisors regarding the particular tax consequences to you of the exchange of shares of common stock for cash pursuant to the merger

18

Table of Contents

in light of your particular circumstances (including the application and effect of any federal, state, local, or foreign tax laws).

Q:    What does it mean if I get more than one proxy card or voting instruction card?

A:

If your shares are registered differently or are held in more than one account, you will receive more than one proxy card or voting instruction card. Please complete and return all of the proxy cards or voting instruction cards you receive (or submit each of your proxies by telephone or the Internet, if available to you) to ensure that all of your shares are voted.

Q:    Who is paying for this proxy solicitation?

A:

Our directors, officers and employees may solicit proxies on our behalf in person, by telephone, email or facsimile. These persons will not be paid additional remuneration for their efforts. CommerceHub has also engaged D.F. King & Co., Inc. to assist in the solicitation of proxies and provide related advice and informational support, for a services fee of $7,500, plus customary disbursements. CommerceHub will pay all expenses of filing, printing and mailing this proxy statement, including solicitation expenses.

Q:    What is householding and how does it affect me?

A:

The Securities and Exchange Commission (the SEC) permits companies to send a single set of proxy materials to any household at which two or more stockholders reside, unless contrary instructions have been received, but only if the applicable company provides advance notice and follows certain procedures. In cases where contrary instructions have been received, each stockholder continues to receive a separate notice of the meeting and proxy card. Certain brokerage firms may have instituted householding for beneficial owners of common stock held through brokerage firms. If your family has multiple accounts holding our common stock, you may have already received a householding notification from your broker. Please contact your broker directly if you have any questions or require additional copies of this proxy statement. The broker will arrange for delivery of a separate copy of this proxy statement promptly upon your written or oral request. You may decide at any time to revoke your decision to household, and thereby receive multiple copies.

Q:    Who can help answer my other questions?

A:

If you have additional questions about the merger, or require assistance in submitting your proxy or voting your shares or need additional copies of the proxy statement or the enclosed proxy card, please contact our proxy solicitor, D.F. King & Co., Inc. at:

D.F. King & Co., Inc.
48 Wall Street, 22^nd Floor
New York, New York 10005
Banks and Brokers Call: (212) 269-5550
All Others Call Toll Free: (800) 290-6424
Email: CHUBA@dfking.com

If a broker, bank, trust or other nominee holds your shares, you should also call your broker, bank, trust or other nominee for additional information.

19

Table of Contents

CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS

        This proxy statement, and the documents to which we refer you in this proxy statement, include "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about the expected timetable for completing the transaction; beliefs and expectations of CommerceHub, GTCR and Sycamore about the proposed acquisition of CommerceHub and their respective long-term vision for CommerceHub; expectations regarding the management, corporate structure, projected results, and strategy of CommerceHub following the closing of the transaction; the expected impact of this transaction on CommerceHub's employees, customers, financial and operating results and business; and the anticipated funding for the transaction. The words "anticipates," "believes," "expects," "may," "plans," "predicts," "will," "potential," "goal" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. CommerceHub's actual results may differ materially from such forward-looking statements as a result of numerous factors, some of which CommerceHub may not be able to predict and may not be within CommerceHub's control. Factors that could cause such differences include, but are not limited to, (i) the risk that the proposed merger may not be completed in a timely manner, or at all, which may result in the payment of a termination fee by CommerceHub and may adversely affect CommerceHub's business and the price of its common stock, (ii) the failure to satisfy all of the closing conditions of the proposed merger, including the adoption of the merger agreement by CommerceHub's stockholders and the receipt of certain governmental and regulatory approvals, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, (iv) the effect of the announcement or pendency of the proposed merger on CommerceHub's business, operating results and relationships with customers, suppliers, competitors and others, (v) risks that the proposed merger may divert management's attention and otherwise disrupt CommerceHub's current plans and business operations, (vi) potential difficulties in hiring or retaining employees as a result of the proposed merger and (vii) the outcome of any legal proceedings that may be instituted against CommerceHub related to the merger agreement or the proposed merger. In addition, CommerceHub's actual performance and results may differ materially from those currently anticipated due to a number of other risks, including, without limitation, market acceptance and performance of our products and services, competitive issues, general market conditions, regulatory matters and changes in law affecting our business, and the "Risk Factors" described in CommerceHub's Annual Report on Form 10-K for the year ended December 31, 2017 as filed with the SEC on March 1, 2018 (the 2017 Annual Report), subsequent Quarterly Reports filed with the SEC and CommerceHub's other SEC filings. Forward-looking statements set forth herein speak only as of the date of this proxy statement, and we expressly disclaim any obligation or undertaking to update or revise to any such statement contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. There can be no assurance that any expectation or belief expressed in a forward-looking statement will occur, and you should not place undue reliance on any forward-looking statements.

20

Table of Contents

THE COMPANIES

CommerceHub, Inc.

        CommerceHub is a Delaware corporation that is a leading provider of cloud-based ecommerce fulfillment and marketing solutions for large retailers, marketplaces, consumer brands and their suppliers. Our solutions help our customers implement strategies to increase their ecommerce revenues and create meaningful operational efficiencies within their supply chains. Our customers use our cloud-based software and service capabilities, which are tailored for specific customer business rules and processes, to more effectively fulfill consumer orders, generate consumer demand for their products and deliver those products to consumers.

        Since the beginning of ecommerce, retailers and brands have faced significant financial and operational difficulties transitioning their businesses to digital environments. For example, retailers have been challenged by the task of providing their customers with the large selection of products that they expect and increasingly demand. Buying larger assortments of products from suppliers and storing them in inventory requires significant capital investment for retailers. Similarly, operating warehouses equipped with the capabilities needed to receive and prepare orders for shipment is complex and expensive. CommerceHub helps to solve these problems by helping retailers leverage the "virtual inventory" of thousands of suppliers. Through CommerceHub's platform, retailers and suppliers can share product information and inventory data, and process customer orders that are drop-shipped with the retailer's branding and delivery speed promises. In addition, by connecting with our large network of retailers and other demand channels, brands and suppliers are able to proactively unlock new sources of demand for their products. For example, rather than relying exclusively on their legacy wholesale relationships and the consumer demand generated by their own websites, brands are able to extend their reach by selling through additional retailers and online marketplaces, such as Amazon and eBay.

        Founded in 1997, CommerceHub has been operating as a stand-alone publicly traded company since our spin-off from Liberty Interactive Corporation on July 22, 2016 (the Spin-Off). A detailed description of CommerceHub's business is contained in the 2017 Annual Report. See "Item 1—Business."

        Our principal executive offices are located at 201 Fuller Road, 6^th Floor, Albany, New York 12203, and our telephone number at that address is (518) 810-0700. Our website address is www.commercehub.com. The information contained in, or that may be accessed through, our website is not intended to be incorporated into this proxy statement.

Great Dane Parent, LLC and Great Dane Merger Sub, Inc.

        Parent is a Delaware limited liability company and Merger Sub is a Delaware corporation and a direct, wholly owned subsidiary of Parent. Both Parent and Merger Sub were formed solely for the purpose of entering into the merger agreement and consummating the transactions contemplated by the merger agreement and have not engaged in any business except for activities incidental to their formation and as contemplated by the merger agreement. Parent and Merger Sub were formed by GTCR to facilitate the participation of GTCR and Sycamore in the transaction. The address for Parent and Merger Sub is 300 North LaSalle St., Suite 5600, Chicago, Illinois 60654.

Affiliates of GTCR

        Founded in 1980, GTCR is a leading private equity firm focused on investing in growth companies in the financial services and technology, healthcare, technology, media and telecommunications and growth business services industries. The Chicago-based firm pioneered The Leaders Strategy^TM—finding and partnering with management leaders in core domains to identify, acquire and build market-leading

21

Table of Contents

companies through transformational acquisitions and organic growth. Since its inception, GTCR has invested more than $15 billion in over 200 companies.

Affiliates of Sycamore

        Founded in 2011, Sycamore is a private equity firm based in New York specializing in consumer and retail investments. The firm has more than $3.5 billion in capital under management. The firm's strategy is to partner with management teams to improve the operating profitability and strategic value of their businesses. The firm's investment portfolio currently includes Belk, Coldwater Creek, EMP Merchandising, Hot Topic, MGF Sourcing, NBG Home, Nine West Holdings, Staples, Inc., Staples' United States Retail Business, Staples' Canadian Retail Business, Talbots, The Limited and Torrid.

22

Table of Contents

THE SPECIAL MEETING

Date, Time, and Place of the Special Meeting

        This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by our board for use at the special meeting to be held at 12:00 p.m., local time, on May 18, 2018 at the offices of Baker Botts, 30 Rockefeller Plaza, New York, New York 10112, telephone (212) 408-2500 or at any adjournment or postponement of such meeting. This proxy statement is first being mailed to our stockholders on or about April 19, 2018.

Purpose of the Special Meeting

        The purpose of the special meeting is for the holders of our voting stock to consider and vote upon the proposal to adopt the Agreement and Plan of Merger, dated as of March 5, 2018 (as may be amended from time to time), by and among CommerceHub, Parent and Merger Sub (the merger agreement). Holders of our voting stock must approve the adoption of the merger agreement for the merger to be completed. A copy of the merger agreement is attached to this proxy statement as Annex A and the material provisions of the merger agreement are described under "The Merger Agreement." Holders of our voting stock are also being asked to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting or any adjournment or postponement of the special meeting to adopt the merger agreement (the adjournment proposal).

        In addition, in accordance with Section 14A of the Exchange Act, we are providing holders of our voting stock with the opportunity to cast an advisory (non-binding) vote on specified compensation that may be payable to CommerceHub's named executive officers in connection with the merger, the value of which is disclosed in the table in the section of the proxy statement entitled "The Merger (Proposal 1)—Interests of Certain Persons in the Merger" (the advisory compensation proposal). The vote on the advisory compensation proposal is separate and apart from the vote to adopt the merger agreement. Accordingly, a holder of our voting stock may vote to approve the adoption of the merger agreement and vote not to approve the advisory compensation proposal and vice versa. Approval of this advisory compensation proposal is not a condition to the completion of the merger. Because the advisory compensation proposal vote is advisory in nature only, it will not be binding on either CommerceHub or Parent. Accordingly, because CommerceHub is contractually obligated to pay the specified compensation, such compensation will be payable, subject only to the conditions applicable to such payment, if the merger is completed and regardless of the outcome of the advisory vote.

Record Date and Quorum

        The holders of record of our voting stock as of 5:00 p.m., New York City time, on April 16, 2018 (the record date), are entitled to vote at the special meeting. All holders of our voting stock will vote together as a single class on each proposal. On the record date, there were 13,614,132 shares of Series A common stock and 707,567 shares of Series B common stock outstanding and entitled to vote at the special meeting. The holders of record of our Series C common stock as of 5:00 p.m., New York City time, on the record date are entitled to notice of the special meeting but are not entitled to vote, except as required by Delaware law, and may not vote on the proposals to be presented at the special meeting.

        The presence at the special meeting, in person or by proxy, of the holders of a majority in total voting power of the shares of our voting stock outstanding on the record date and entitled to vote at the special meeting will constitute a quorum, permitting CommerceHub to conduct its business at the special meeting. Treasury shares, which are shares owned by CommerceHub itself, are not voted and do not count for this purpose. Proxies received but not marked or marked as abstentions will be included in the calculation of the number of shares considered to be present at the special meeting. Because all proposals for the special meeting are non-routine and non-discretionary, there will not be any broker

23

Table of Contents

non-votes for such proposals. See "—Voting; Proxies; Revocation—Submitting a Proxy or Providing Voting Instructions—Shares Held in "Street Name"" below.

Required Vote

        For CommerceHub to complete the merger, under Delaware law, stockholders holding a majority of the combined voting power of the shares of our voting stock outstanding at 5:00 p.m., New York City time, on the record date and entitled to vote thereon, voting together as a single class, must vote "FOR" the proposal to adopt the merger agreement. A failure to vote your shares of common stock, an abstention or broker non-vote will have the same effect as a vote "AGAINST" the proposal to adopt the merger agreement.

        Approval of each of the advisory compensation proposal and the adjournment proposal requires the affirmative vote of the holders of a majority of the combined voting power of the shares of our voting stock present in person or represented by proxy and entitled to vote on such proposal at the special meeting, voting together as a single class. Under our bylaws, abstentions will have the same effect as a vote "AGAINST" the advisory compensation proposal and the adjournment proposal. Broker non-votes will have no effect on the voting results for these proposals (assuming a quorum is present).

Votes You Have

        At the special meeting, holders of shares of Series A common stock will have one vote per share and holders of shares of Series B common stock will have ten votes per share, in each case, that our records show were owned as of the record date. The holders of record of our Series C common stock are not entitled to vote, except as required by Delaware law, and may not vote on the proposals to be presented at the special meeting

Voting by CommerceHub's Directors and Executive Officers

        The directors of CommerceHub have informed CommerceHub that, as of the date of this proxy statement and to the extent they own shares of voting stock, they intend to vote in favor of the proposal to adopt the merger agreement, although none of them has an obligation to do so. In addition, the directors of CommerceHub have informed CommerceHub that, as of the date of this proxy statement and to the extent they own shares of voting stock, they intend to vote in favor of the advisory compensation proposal and the adjournment proposal. At 5:00 p.m., New York City time, on the record date, our directors owned, in the aggregate, less than 1% of the aggregate voting power of the outstanding shares of voting stock, and none of our executive officers owned any shares of voting stock.

Voting by Certain CommerceHub Stockholders

        In connection with the merger agreement, on March 5, 2018, Parent and CommerceHub entered into the voting agreement with the trust, with respect to its shares of common stock. As of the record date, the trust beneficially owned 101,164 shares of Series A common stock and 659,081 shares of Series B common stock, collectively representing, in the aggregate, approximately 32.3% of the aggregate voting power represented by the voting stock. As of the record date, the trust also beneficially owned 1,274,657 shares of Series C common stock.

        Pursuant to the voting agreement, the trust agreed, among other things and subject to certain conditions, to, at any meeting of stockholders of CommerceHub called to vote to adopt the merger agreement, vote all shares of voting stock beneficially owned by the trust in favor of the adoption of the merger agreement, and to vote against certain other matters that would reasonably be expected to prevent or interfere with the consummation of the merger, so long as such obligations have not terminated in accordance with the terms set forth in the voting agreement. Based on these arrangements, as of the record date, the affirmative vote of the holders of at least an additional 17.8%

24

Table of Contents

of the aggregate voting power of the shares of voting stock outstanding (exclusive of those held by the trust), voting together as a single class, is required in order to approve the proposal to adopt the merger agreement.

        The trust also agreed, until the earliest of the effective time or the expiration date, to not (A) solicit proxies or become a participant in a solicitation in favor of any alternative transaction proposal, (B) initiate a stockholders' vote with respect to any alternative transaction proposal or (C) become a member of a group with respect to any voting securities of CommerceHub with respect to any alternative transaction proposal.

        The trust also agreed, until the earliest of (a) the effective time, (b) the termination of the merger agreement or (c) the outside date, to certain transfer restrictions including (i) restrictions on selling, transferring or disposing of shares of common stock and (ii) restrictions on the ability to enter into voting agreements or to grant proxies or powers of attorney with respect to its common stock, in each case, subject to certain exceptions.

        Parent agreed to pay the reasonable out-of-pocket costs and expenses incurred by the trust in connection with the voting agreement in an amount not to exceed $75,000 and CommerceHub agreed to indemnify the trust and its trustees, beneficiaries, representatives and advisors for losses relating to or arising out of the voting agreement or merger agreement.

        A copy of the voting agreement is attached as Annex D to this proxy statement.

Voting; Proxies; Revocation

        Attendance.    All holders of shares of common stock as of 5:00 p.m., New York City time, on the record date, including stockholders of record and beneficial owners of common stock registered in the "street name" of a broker, bank, trust or other nominee, are invited to attend the special meeting. If you are a stockholder of record, please be prepared to provide proper identification, such as a driver's license. If you hold your shares in "street name," you will need to provide proof of ownership, such as a recent account statement or voting instruction form provided by your broker, bank, trust, or other nominee or other similar evidence of ownership, along with proper identification.

        Voting in Person.    Stockholders of record of voting stock will be able to vote in person at the special meeting. If you are not a stockholder of record of voting stock, but instead hold your shares of voting stock in "street name" through a broker, bank, trust or other nominee, you must provide a proxy executed in your favor from your broker, bank, trust or other nominee in order to be able to vote in person at the special meeting.

        Submitting a Proxy or Providing Voting Instructions.    To ensure that your shares of voting stock are voted at the special meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the special meeting in person.

•

Shares Held by Record Holder.  If you are a stockholder of record of voting stock, you may submit a proxy using one of the methods described below.



•

Submit a Proxy by Telephone or via the Internet. This proxy statement is accompanied by a proxy card with instructions for submitting voting instructions. You may vote by telephone by calling the toll-free number or via the Internet by accessing the Internet address as specified on the enclosed proxy card. Your shares will be voted as you direct in the same manner as if you had completed, signed, dated, and returned your proxy card, as described below.



•

Submit a Proxy Card by Mail. If you complete, sign, date, and return the enclosed proxy card by mail so that it is received in time for the special meeting, your shares will be voted in the manner directed by you on your proxy card.

25

Table of Contents

        If you sign, date, and return your proxy card without indicating how you wish to vote on a proposal, your proxy will be voted in accordance with our board's recommendation—i.e., in favor of (i) the proposal to adopt the merger agreement, (ii) the advisory compensation proposal, and (iii) the adjournment proposal. If you are a stockholder of record of voting stock and fail to return your proxy card, unless you attend the special meeting and vote in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote against the proposal to adopt the merger agreement, but will not affect the other proposals.

•

Shares Held in "Street Name".  If your shares of voting stock are held in "street name," you will receive instructions from your broker, bank, trust or other nominee that you must follow in order to have your shares voted. Your broker, bank, trust or other nominee will vote your shares only if you provide instructions on how to vote. Please follow the directions on the voting instruction form sent to you by your broker, bank, trust or other nominee with this proxy statement. If you have not received such voting instructions or require further information regarding such voting instructions, contact your broker, bank, trust or other nominee, as the case may be. Brokers who hold shares of voting stock in "street name" for a beneficial owner of those shares typically have the authority to vote in their discretion on "routine" proposals when they have not received instructions from the beneficial owner. However, brokers are not allowed to exercise their voting discretion with respect to the approval of matters that are "non-routine," such as adoption of the merger agreement, without specific instructions from the beneficial owner. Broker non-votes are shares held by a broker or other nominee that are present in person or represented at the meeting, but with respect to which the broker or other nominee is not instructed by the beneficial owner of such shares to vote on the particular proposal and the broker does not have discretionary voting power on such proposal. Because all proposals for the special meeting are non-routine and non-discretionary, there will not be any broker non-votes for such proposals.

        Revocation of Proxies.    Any person giving a proxy pursuant to this solicitation has the power to revoke and change it any time before it is voted. If you are a stockholder of record of voting stock, you may revoke your proxy at any time before the vote is taken at the special meeting by:

•

submitting a new proxy with a later date, by using the telephone or Internet proxy submission procedures described above, or by completing, signing, dating, and returning a new proxy card by mail to CommerceHub;



•

attending the special meeting and voting in person; or



•

delivering to the Secretary of CommerceHub a written notice of revocation c/o CommerceHub, Inc., 201 Fuller Road, 6^th Floor, Albany, New York 12203, Attn: Secretary.

        Attending the special meeting without taking one of the actions described above will not in itself revoke your proxy. Please note that if you want to revoke your proxy by mailing a new proxy card to CommerceHub or by sending a written notice of revocation to CommerceHub, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by CommerceHub before the special meeting.

        If you hold your shares of voting stock in "street name" through a bank, broker, trust or other nominee, you will need to follow the instructions provided to you by your bank, broker, trust or other nominee in order to revoke your voting instructions or submit new voting instructions.

Adjournments and Postponements

        Although it is not currently expected, the special meeting may be adjourned or postponed for the purpose of soliciting additional proxies. We are submitting a proposal for consideration at the special meeting to authorize the named proxies to approve one or more adjournments of the special meeting,

26

Table of Contents

if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the merger agreement at the time of the special meeting or any adjournment or postponement of the special meeting. The adjournment proposal relates only to an adjournment of the special meeting (or any adjournment or postponement of the special meeting) for purposes of soliciting additional proxies to obtain the requisite stockholder approval to adopt the merger agreement. CommerceHub retains full authority to the extent set forth in its bylaws and Delaware law to adjourn the special meeting (or any adjournment or postponement of the special meeting) for any other purpose, or to postpone the special meeting (or any adjournment or postponement of the special meeting) before it is convened, without the consent of any CommerceHub stockholder.

        If the special meeting is adjourned, we are not required to give notice of the time and place of the adjourned meeting if announced at the meeting at which the adjournment is taken, unless the adjournment is for more than 30 days or our board fixes a new record date for the special meeting. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting. All proxies will be voted in the same manner as they would have been voted at the original convening of the special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened meeting.

Solicitation of Proxies

        Our directors, officers, and employees may solicit proxies on our behalf in person, by telephone, email or facsimile. These persons will not be paid additional remuneration for their efforts. CommerceHub has also engaged D.F. King & Co., Inc. to assist in the solicitation of proxies and provide related advice and informational support, for a services fee of $7,500, plus customary disbursements. We also will request brokers and other fiduciaries to forward proxy solicitation material to the beneficial owners of shares of common stock that the brokers and fiduciaries hold of record. Upon request, we will reimburse them for their reasonable out-of-pocket expenses. CommerceHub will pay all expenses of filing, printing, and mailing this proxy statement, including solicitation expenses.

Stockholder List

        A list of CommerceHub stockholders entitled to vote at the special meeting will be available for inspection at the special meeting and for ten days prior to the special meeting for any purpose germane to the special meeting, between the hours of 8:45 a.m. and 4:30 p.m., local time, at our principal executive offices at 201 Fuller Road, 6^th Floor, Albany, New York 12203, by contacting the Secretary of CommerceHub.

Other Information

        You should not return your stock certificate or send documents representing common stock with the proxy card. If the merger is completed, the exchange agent for the merger will send you a letter of transmittal and instructions for exchanging your shares of common stock for the merger consideration.

Questions and Assistance

        If you have questions about the merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact our proxy solicitor, D.F. King & Co., Inc., at:

D.F. King & Co., Inc.
48 Wall Street, 22^nd Floor
New York, New York 10005
Banks and Brokers Call: (212) 269-5550
All Others Call Toll Free: (800) 290-6424
Email: CHUBA@dfking.com

27

Table of Contents

THE MERGER (PROPOSAL 1)

General

        If the merger agreement is adopted by CommerceHub stockholders and all other conditions to the closing of the merger are either satisfied or waived, Merger Sub will merge with and into CommerceHub. CommerceHub will be the surviving corporation in the merger and will continue as a wholly owned subsidiary of Parent. Upon completion of the merger, each outstanding share of common stock (other than shares owned by Parent, Merger Sub or CommerceHub, and any dissenting shares) will be automatically converted into the right to receive $22.75 in cash, without interest and less any applicable withholding taxes.

        Our Series A common stock and Series C common stock are traded on the Nasdaq under the symbols "CHUBA" and "CHUBK," respectively, and our Series B common stock is traded on the OTC Markets under the symbol "CHUBB". If the merger is completed, CommerceHub will cease to be an independent public company and will become a subsidiary of Parent. Following the completion of the merger, the registration of our Series A common stock and Series C common stock and our reporting obligations under the Exchange Act will be terminated. In addition, upon the completion of the merger, our common stock will no longer be listed on any stock exchange or quotation system, including the Nasdaq or the OTC Markets.

Recommendation of CommerceHub's Board of Directors

        Our board has unanimously approved and declared advisable the merger agreement and determined that the merger agreement and the transactions contemplated thereby, including without limitation, the merger, are fair to, and in the best interests of, CommerceHub and its stockholders. Our board unanimously recommends that the stockholders vote "FOR" the proposal to adopt the merger agreement.

Background of the Merger

        Subsequent to the Spin-Off, the board regularly considered various strategic alternatives to increase stockholder value. In particular, during the spring and summer of 2017, management of CommerceHub considered exploring, among other things, the availability of potential acquisition targets that would be complementary to and potentially synergistic with the business of CommerceHub. In June 2017, in connection with its ongoing review, the board authorized management to begin the process of engaging a financial advisor to assist CommerceHub in considering its strategic alternatives. Evercore, which was selected by CommerceHub to assist CommerceHub based primarily on Evercore's expertise in the software industry, began to help management consider specific acquisition targets. None of these targets engaged with CommerceHub beyond the preliminary discussions phase. In anticipation of the August 23, 2017 meeting of the board, CommerceHub requested that Evercore prepare a preliminary review of potential alternatives for CommerceHub, including (i) potential acquisitions, (ii) continued focus on organic growth through investment in CommerceHub's existing capabilities and (iii) a possible sale of CommerceHub.

        On August 23, 2017, at a meeting of the board, with members of management and Evercore in attendance, Evercore presented and discussed with the board its preliminary review of various strategic alternatives that CommerceHub could consider. With regard to CommerceHub's ability to grow through acquisitions, the board discussed with Evercore potential acquisition targets available to CommerceHub and possible integration efforts that may be necessary to achieve potential synergies following their acquisition. It was also discussed that certain businesses in the same industry as CommerceHub were being valued at multiples that would make it costly for CommerceHub to complete an acquisition. With regard to a strategy focused on organic growth, the board discussed with Evercore potential strategies for revenue growth and related risks. Lastly, with regard to the possibility

28

Table of Contents

of a sale of CommerceHub, the board discussed with Evercore potential bidders. Following these discussions, the board resolved to engage Evercore formally as its financial advisor to assist CommerceHub in further exploring strategic alternatives. With regard to next steps, and after conferring with Evercore, the board determined that strategic purchasers might be more attractive potential acquirers than financial purchasers because they could potentially offer higher prices due to greater potential synergies with their existing businesses, and because such companies are generally subject to lower financing risk and could complete due diligence review quickly and efficiently. The board instructed Evercore to first contact a number of potential strategic purchasers to assess their interest in acquiring CommerceHub, after which, at the direction of the board, Evercore and management would conduct a broader process that would involve potential financial purchasers. At this meeting, CommerceHub's General Counsel also discussed with the directors their fiduciary duties under applicable law.

        For the next several weeks, at the board's direction, Evercore contacted a number of potential strategic purchasers to assess their interest in acquiring CommerceHub.

        On October 6, 2017, CommerceHub executed an engagement letter with Evercore for Evercore to serve as CommerceHub's financial advisor, which engagement had been approved by the board on August 23.

        By early October 2017, Evercore had contacted nine strategic parties from a variety of industries, each of which CommerceHub felt, and Evercore agreed, would be parties potentially interested in a strategic transaction with CommerceHub. All of the strategic parties contacted ultimately declined to proceed, although two such parties entered into non-disclosure agreements with CommerceHub and attended meetings with management prior to declining. These strategic parties cited a number of reasons to Evercore for their decision not to move forward, including lack of fit within the potential purchaser's strategy. However, one of the strategic parties (Strategic A) requested that Evercore contact it if and when Evercore thought a sale of CommerceHub may be likely.

        On October 19, 2017, at a meeting of the board attended by members of management and Evercore, the board was provided with a summary of the outreach process to date, including the potential purchasers approached, a summary of exploratory meetings that occurred with potential counterparties, and the lack of interest of any of the contacted parties in entering into a transaction to acquire CommerceHub (other than Strategic A's interest in being contacted at a later time). At the meeting, the board evaluated whether it should also contact potential financial purchasers and whether a transaction with a financial purchaser may be attainable on terms that would be favorable to CommerceHub's stockholders. Following discussion, the board instructed management to continue working with Evercore to identify select potential financial purchasers of CommerceHub and proceed to contact such potential financial purchasers.

        Accordingly, and at the direction of the board, over the next several weeks, Evercore proceeded to contact seven potential financial purchasers, including GTCR. Evercore also contacted one additional strategic party owned by a financial sponsor, which declined to pursue the acquisition of CommerceHub. Of the seven potential financial purchasers contacted, five of them (including GTCR) entered into non-disclosure agreements with CommerceHub by mid-November and two elected not to proceed. After initially entering into a non-disclosure agreement with CommerceHub, an additional one of the potential financial purchasers declined to participate shortly thereafter. Certain of the non-disclosure agreements entered into between CommerceHub and potential purchasers included a standstill and certain restrictions on the potential purchasers' ability to request a waiver of such standstill from CommerceHub. All such provisions other than those applicable to Sponsor B fell away upon entry by CommerceHub into the merger agreement.

29

Table of Contents

        The remaining four potential financial purchasers, including GTCR, expressed an interest in participating in a sales process. Over the ensuing weeks, Evercore and CommerceHub representatives held a series of exploratory meetings with each of the four potential financial purchasers.

        On December 4, 2017, at a meeting of the board attended by members of management and Evercore, Evercore provided a summary of developments in the outreach to potential purchasers, including a discussion of the parties approached and a summary of exploratory meetings that occurred with the potential purchasers. As part of that discussion, a member of the board disclosed that he was an executive officer of a company which was owned by a fund managed by one of the potential purchasers (Sponsor A) that Evercore had approached on behalf of CommerceHub but that he expected to transition to an advisory role in the near term at such company in connection with its pending merger. The director disclosed the details of his relationship with Sponsor A, including a passive minority interest in a Sponsor A affiliate fund in connection with his role as an executive officer of the company, and advised the board that he had no disclosure obligations to Sponsor A with respect to CommerceHub. He further informed the board that, given the attenuated nature of his relationships with Sponsor A, those relationships would not, in his opinion, impede his ability to consider the opportunities being explored in a disinterested manner and to act in the best interests of CommerceHub. Following the ensuing discussion regarding such relationships, the board members, excluding the director who initiated the discussion, unanimously determined that, in light of the attenuated nature of the director's relationship with Sponsor A, the director was disinterested and that his insights and participation would be valuable to the board's review and in the best interests of CommerceHub. Following discussion, the board determined to invite the remaining four potential financial purchasers to submit indications of interest in acquiring CommerceHub for the board to further evaluate, although the board did not definitively determine that CommerceHub would accept an offer or agree to sell CommerceHub.

        On December 5, 2017, one of the potential financial purchasers declined to participate further.

        On December 6, 2017, at the direction of CommerceHub, Evercore sent process letters containing bid instructions and procedures to each of the remaining potential purchasers, requesting that interested parties submit preliminary indications of interest and an indicative price by December 21, 2017. Also during mid-December 2017, at the direction of management, Evercore provided to the potential purchasers a set of preliminary draft projections prepared by management of CommerceHub in connection with the sales process, which were prepared applying aggressive assumptions about the prospects of the business, including assumptions about new initiatives such as the international expansion of CommerceHub's operations.

        On or about December 21, 2017, on the basis of their initial management meetings and prior to commencing further due diligence review, each of GTCR and Sponsor A submitted a preliminary indication of interest and the other potential financial purchaser declined to participate further in the process based on their inability to offer a price they believed would be attractive to CommerceHub and its stockholders. In its submission, GTCR indicated a total equity value of CommerceHub of $1.027 billion, representing a price of $22.09 per share for each series of common stock. Sponsor A indicated a price of $24.00 to $25.00 per share for each series of common stock. Shortly after its review of the submissions, CommerceHub instructed Evercore to inform GTCR and Sponsor A that CommerceHub would respond to the bids at the start of the new year.

        On January 2, 2018, during a status update call with the board, with members of management and Evercore in attendance, Evercore reviewed the two submissions with the board and its preliminary financial analysis (taking into account, at the direction of management, the preliminary draft projections that had been recently provided to the potential purchasers), following which the board determined that CommerceHub should proceed with discussions with both GTCR and Sponsor A. The

30

Table of Contents

board directed CommerceHub's management to make additional due diligence information available to each of GTCR and Sponsor A.

        On January 8, 2018, representatives of CommerceHub contacted Strategic A, in response to its earlier request, to inform Strategic A that a potential transaction involving CommerceHub may be likely. Strategic A declined to proceed.

        On January 11, 2018, a financial purchaser that was not one of the financial purchasers Evercore had approached in October 2017 independently contacted Evercore to express its potential interest in a transaction with CommerceHub. Evercore promptly informed CommerceHub of this unsolicited request. However, when asked to formalize their interest in CommerceHub through a written expression of interest, the potential purchaser declined to do so and did not participate further.

        On January 12, 2018, CommerceHub opened a virtual data room to allow GTCR and Sponsor A to conduct a detailed documentary due diligence review, and thereafter the two potential purchasers engaged in multiple follow-up due diligence calls and requested additional information regarding various aspects of CommerceHub's business, including industry trends, technology, tax, accounting and other areas of review.

        On January 17, 2018, at the direction of CommerceHub, Evercore sent process letters containing bid instructions and procedures, and CommerceHub provided a proposed form of merger agreement, to each of GTCR and Sponsor A, requesting second round proposals and comments to the proposed form of merger agreement by January 26, 2018. Each of the bidders was instructed to assume that shares of each series of common stock would receive the same per share consideration. The proposed form of merger agreement contemplated, among other things, that the purchaser would provide a full equity backstop to finance the entire purchase price, with no limitation on damages owed by the purchaser in the event of certain termination events, including a financing failure, no voting commitment by Mr. Malone, an unlimited ability of the board to change its recommendation to stockholders to support the transaction, no right of expense reimbursement for the purchaser in the event the stockholders did not approve the transaction and no survival of liability of CommerceHub for its breach in the event the transaction did not close. Also on that day and the following day, CommerceHub's management team met with each of GTCR and Sponsor A in New York, New York for an additional round of day-long in-person due diligence review sessions.

        On January 19, 2018, another financial purchaser (Sponsor B) that was not one of the financial purchasers Evercore had approached in October 2017 independently contacted Evercore to express its potential interest in a transaction with CommerceHub. Evercore promptly informed CommerceHub of this unsolicited request. In response, at the direction of management, Evercore requested that Sponsor B submit a written indication of interest for the board's consideration.

        On January 23, 2018, Sponsor A contacted Evercore to communicate that, after additional due diligence review, it was no longer prepared to submit an offer within its initial bid range of $24.00 to $25.00 per share. Sponsor A did not participate further in the process to explore strategic alternatives.

        On January 26, 2018, CommerceHub received a second-round proposal from GTCR together with a marked merger agreement showing GTCR's proposed changes to the draft initially provided by CommerceHub. GTCR's proposal indicated its interest in an acquisition of CommerceHub at a price of $23.00 per share. GTCR's proposal was supported by an equity commitment letter for $680 million and three "highly confident" letters for the debt financing. GTCR's proposed draft merger agreement included, among other things, (a) a request for a voting agreement from Mr. Malone supporting the merger and (b) a financing structure that contemplated the securing of debt financing commitments, coupled with a reverse termination fee of 5% of the proposed equity value of the transaction to be payable to CommerceHub and guaranteed by GTCR in the event of certain termination events, including a financing failure (notwithstanding CommerceHub's request that any proposal contemplate a

31

Table of Contents

full equity backstop by GTCR for the aggregate purchase price). The draft merger agreement also limited the ability of the board to change its recommendation to stockholders to support the transaction, a right of Parent to reimbursement of its expenses up to $5 million in the event the stockholders did not approve the transaction and a termination fee of 4% of the proposed equity value of the transaction to be payable to Parent in the event that the board approved a superior proposal and in certain other cases. GTCR also requested that it be granted a period of exclusivity during the negotiations (which was never granted) and access to management, at the appropriate time, to discuss their continued employment with CommerceHub following the closing of the proposed transaction. Also, on January 26, 2018, CommerceHub received an initial indication of interest from Sponsor B, with a price range of $23.00 to $25.00 per share.

        On or about January 28, 2018, following consultation with a working group consisting of members of the board, management and Evercore (the working group), Evercore, at the direction of CommerceHub, contacted GTCR and Sponsor B and informed them that CommerceHub would continue to negotiate with them on the terms of the proposed transaction but that each party would be expected to improve the terms of its proposal, including increasing its proposed purchase price and providing for terms that provided greater certainty of closing for CommerceHub. In particular, Evercore expressed, at the direction of CommerceHub, to GTCR and Sponsor B that CommerceHub expected any proposal to provide for a full equity backstop to finance the entire purchase price under the transaction.

        Following the submission of its proposal, GTCR communicated to Evercore that it desired to partner with Sycamore as joint bidders, because it desired to partner with a firm with expertise in retail investing and that could provide additional capital to pursue the transaction. Evercore had not previously contacted Sycamore in October 2017 and Sycamore had no prior involvement in the process to explore strategic alternatives. CommerceHub agreed to consider the inclusion of Sycamore on the condition that such inclusion would not slow the pace of the discussions. At the direction of CommerceHub, Evercore requested that GTCR and Sycamore submit a revised markup to the merger agreement reflecting any changes necessary as a result of the involvement of Sycamore in the transaction to ensure no material changes would be required as a result of the involvement of Sycamore.

        On January 29, 2018, CommerceHub executed a non-disclosure agreement with Sponsor B and opened the virtual data room to representatives of Sponsor B.

        On January 30, 2018, the board held an update call, with members of management, Evercore and Baker Botts, counsel to CommerceHub, in attendance, to discuss the indications of interest that had been received, including the terms and conditions of GTCR's second-round proposal and GTCR's previous request to partner with Sycamore as a joint bidder. Following discussion, the board instructed management and, to assist management, Evercore to continue negotiating with GTCR, to begin engaging with Sycamore and to continue providing Sponsor B with the opportunity to advance a proposal. The potential for discussions between GTCR and Sycamore, on the one hand, and Mr. Poore and other members of management, on the other hand, regarding the terms of any post-transaction co-investment, employment or equity packages was also discussed, and Mr. Poore was instructed not to engage in any such discussions until authorized by the board. Thereafter, CommerceHub conducted a management meeting with Sponsor B in New York, New York, and, over the ensuing days, management continued to fulfill Sponsor B's due diligence requests to facilitate its ability to submit a proposal.

        On February 1, 2018, CommerceHub entered into a non-disclosure agreement with Sycamore.

        On February 8, 2018, GTCR and Sycamore sent to Evercore a revised marked merger agreement showing GTCR's and Sycamore' proposed changes to the draft merger agreement as initially provided by CommerceHub. The revised marked merger agreement reflected no material changes from the terms initially proposed by GTCR on January 26. Also on February 8, 2018, a representative of

32

Table of Contents

Kirkland & Ellis LLP (Kirkland), counsel to GTCR and Sycamore, contacted a representative of Baker Botts and informed Baker Botts that Sycamore would not be proposing additional material changes to the marked merger agreement submitted on January 26 and that GTCR and Sycamore were prepared to negotiate the merger agreement promptly. In addition, GTCR acknowledged to members of the working group that it would not have any discussions with respect to any post-transaction co-investment, employment and equity package with any members of management until the board had authorized management to engage in such discussions.

        Also on February 8, 2018, CommerceHub conducted an additional all-day management meeting with Sponsor B in Albany, NY.

        On the evening of February 8, 2018, Mr. Poore and representatives of GTCR and Sycamore had a dinner to discuss CommerceHub and its business. As previously instructed, there were no discussions regarding the terms of a post-transaction co-investment, employment and equity package for Mr. Poore or any other members of management.

        On February 9, 2018, a new financial purchaser that was not one of the potential financial purchasers Evercore had approached in October 2017 independently contacted Evercore to inquire about the sale process. Evercore promptly informed CommerceHub of this unsolicited inquiry. This party did not, however, proceed beyond its initial inquiry notwithstanding the opportunity provided to it to participate.

        On February 11, 2018, Baker Botts returned comments to Kirkland on the marked merger agreement provided by Kirkland on February 8. The revised merger agreement contemplated a full equity backstop for the aggregate purchase price, deleted the right of Parent to receive reimbursement of its expenses in the event the stockholders did not approve the transaction, and included a termination fee equal to 2.5% of the proposed equity value of the transaction to be payable to Parent in the event that the board approved a superior proposal and in certain other cases. The revised merger agreement also extended to Parent only limited rights to terminate the merger agreement or enforce remedies for CommerceHub's activities related to alternative transactions. Over the course of the next several weeks Kirkland and Baker Botts exchanged further drafts of the merger agreement.

        On February 12, 2018, Sponsor B communicated to Evercore that it would not proceed further with the sale process and stated that it would not be able to offer a bid price that would be attractive to CommerceHub's stockholders.

        On February 14, 2018, Kirkland and Baker Botts held a teleconference to negotiate several unresolved terms of the transaction as reflected in their recent drafts of the merger agreement. In particular, Kirkland communicated to Baker Botts that GTCR and Sycamore would not enter into the transaction unless it reflected their view of a customary model for a leveraged buyout by a private equity sponsor, including with liability limited to a reverse termination fee payable in certain termination scenarios, such as Parent's failure to close the merger due to a financing failure, and customary provisions related to CommerceHub's non-solicitation covenant and fiduciary termination rights.

        On February 15, 2018, Kirkland sent Baker Botts a draft of a proposed voting agreement for Mr. Malone, which included a covenant to vote in favor of the proposed transaction, and Baker Botts referred Kirkland to Mr. Malone's counsel to discuss the proposed agreement terms.

        On the afternoon of February 15, 2018, Mr. Poore and representatives of GTCR and Sycamore had a lunch to discuss CommerceHub and its business. As previously instructed, there were no discussions regarding the terms of a post-transaction co-investment, employment and equity package for Mr. Poore or any other members of management.

33

Table of Contents

        On February 16, 2018, GTCR and Sycamore submitted an updated proposal indicating a price of $22.00 per share, together with executed debt commitment letters from lenders, noting that they and their advisors had completed their due diligence, with relatively minor confirmatory items remaining. GTCR and Sycamore did not state a reason for the reduction in the bid price, although from subsequent discussions, CommerceHub understood that the reduction was due to the bidders' perception that their initial pricing model had assumed a significantly more optimistic view of the growth opportunities available to CommerceHub, and their subsequent review, which resulted in a revised model, indicated that they could not support the higher valuation initially proposed. In addition, the updated proposal requested an opportunity, at the appropriate time, to discuss with Mr. Poore his willingness to serve as the Chief Executive Officer of CommerceHub following the closing. Discussions as to the terms of the updated bid proposal were held between the parties and their respective advisors, with all parties agreeing that any discussions between Mr. Poore and other members of management, on the one hand, and GTCR and Sycamore, on the other hand, regarding the terms of any post-transaction co-investment, employment and equity package would have to wait until the transaction was further advanced. Ultimately, GTCR and Sycamore had discussions with Mr. Poore with respect to these matters on and after February 27, 2018, after the parties had reached an agreement on price and certain other key transaction terms.

        On February 18, 2018, following consultation with the working group, Mr. Poore informed representatives of GTCR and Sycamore that he did not believe the $22.00 offer price would be viewed favorably by the board. Later that day, GTCR and Sycamore verbally indicated to CommerceHub an increased proposal of $22.50 per share.

        On February 19, 2018, the board held an update call, with members of management, Evercore and Baker Botts in attendance, to discuss the status of the negotiations with GTCR and Sycamore, during which the board discussed the terms of the most recent proposal, including the proposed per-share purchase price and the outstanding issues with regard to the negotiation of the merger agreement and the various other transaction documents. At the meeting, management presented to the board a definitive set of projections (the Projections) that management considered to be the most reliable indicators of CommerceHub's future performance, and on which management expressly instructed Evercore to rely for purposes of Evercore's fairness analysis if a fairness analysis were to be requested by the board in connection with the proposed transaction. The board reviewed with management the assumptions on which the Projections were based and independently considered whether it determined them to be current and the best estimates of the future financial performance of CommerceHub. Following discussion, the board approved the Projections for use by Evercore for its analysis of the proposed transaction. See "The Merger (Proposal 1)—Projected Financial Information". In addition, following discussion, the board directed Mr. Poore to contact representatives of GTCR and Sycamore and continue negotiations with the objective of improving the proposed offer price.

        On February 20, 2018, Mr. Poore conveyed the message of the board to representatives of GTCR and Sycamore, as so directed. He indicated that the board wanted to determine whether GTCR and Sycamore would be prepared to reach a price that the board would find acceptable before conducting further negotiation on the other terms of the merger agreement that remained unresolved. Later that day, at GTCR and Sycamore' request, Baker Botts sent to Kirkland a list of unresolved issues related to the merger agreement, including the equity backstop for the aggregate purchase price, the size of the termination fee, the obligation of CommerceHub to reaffirm its recommendation to the stockholders in support of the transaction and whether the outside date at which parties can terminate the merger agreement could be extended. On February 21, 2018, Baker Botts and Kirkland discussed these issues, and on February 22, 2018, Baker Botts sent a revised merger agreement reflecting the views of CommerceHub on these issues. On February 23, 2018, Kirkland sent to Baker Botts a revised merger agreement reflecting the views of GTCR and Sycamore on these issues, including a termination fee of

34

Table of Contents

3% of the proposed equity value of the transaction and a reverse termination fee of 5.5% of the proposed equity value of the transaction.

        On February 24, 2018, GTCR and Sycamore contacted Evercore and verbally indicated an increased proposal of $22.60 per share. In addition, GTCR and Sycamore again requested an opportunity, at the appropriate time, to discuss with Mr. Poore his willingness to serve as the Chief Executive Officer of CommerceHub following the closing. In response, CommerceHub representatives, led by Mr. Poore, contacted representatives of GTCR and Sycamore to discuss additional details of the increased financial proposal. However, no discussions were held with respect to Mr. Poore's willingness to continue with CommerceHub following any transaction with GTCR and Sycamore until February 27, 2018.

        On February 25, 2018, the board held a telephonic meeting, with members of management, Evercore and Baker Botts in attendance, to discuss the status of the negotiations with GTCR and Sycamore. At the meeting, a representative of Baker Botts reviewed with the board and senior management their fiduciary duties and related considerations, and Evercore provided the board with a preliminary analysis of the $22.60 offer price. Following discussion among the board and its advisors regarding alternatives available to CommerceHub, including the potential to continue as a standalone business, and the status of the negotiations with regard to the merger agreement and the other transaction documents, the board determined that, subject to acceptable resolution of remaining open points, accepting the offer price was in the best interests of CommerceHub and its stockholders. On that basis, the board requested its Chairman, Mr. Baer, to contact GTCR and Sycamore in an attempt to negotiate an increase above the $22.60 offer price (and to address certain other open issues), but authorized Mr. Baer to not further negotiate such price on behalf of CommerceHub if such further efforts were unsuccessful. The board also authorized Mr. Poore to begin negotiations with GTCR and Sycamore regarding the terms of a post-transaction co-investment, employment and equity package after Mr. Baer's negotiations were completed. Following this discussion, the representatives from Evercore, all members of management (other than Mr. Poore), Mr. Huseby and Ms. Morgan departed the meeting. In addition, the members of the board who are employees of Liberty Media Corporation (Liberty Media), i.e., Messrs. Baer, Hollingsworth and Wendling, recused themselves from the meeting in light of their relationship with Mr. Malone (who is the Chairman of the Board of Liberty Media). The remaining board members were apprised of an open issue with respect to Mr. Malone's voting agreement. It was noted that Mr. Malone was unwilling to execute the voting agreement without receiving indemnification from GTCR and Sycamore, or, alternatively, from CommerceHub. Kirkland had informed Baker Botts and Mr. Malone's counsel that GTCR and Sycamore were unwilling to proceed without a voting agreement from Mr. Malone, were unwilling to provide this indemnification and expected CommerceHub to provide the indemnity. In light of these circumstances, the remaining board members (other than Messrs. Baer, Hollingsworth, Huseby and Wendling and Ms. Morgan, each of whom had departed from the meeting shortly before), constituting a majority of CommerceHub's independent directors, unanimously agreed that it would be advisable and in the best interests of CommerceHub and its stockholders for CommerceHub to provide this indemnification in order to enable the transaction to proceed and unanimously recommended that the board authorize CommerceHub to provide such indemnification if the board approved the transaction with GTCR and Sycamore.

        Following the board meeting, Mr. Baer contacted a representative of GTCR and informed him that the board expected that GTCR and Sycamore would increase their proposed purchase price and that certain other terms of the merger agreement had to be changed, including increasing the reverse termination fee to 7% of the equity value of the transaction, improving the certainty of the transaction closing and making other changes to the merger agreement to make the deal protections less favorable to GTCR and Sycamore.

35

Table of Contents

        Later that day, representatives of GTCR indicated to Mr. Baer that they believed the offer price could be increased to $22.75, and Baker Botts sent to Kirkland a revised version of the merger agreement.

        On February 26, 2018, GTCR and Sycamore confirmed verbally that their best and final proposal was $22.75 per share, with a reverse termination fee equal to 6% of the proposed equity value of the transaction, and that their offer was conditioned on reaching an agreement as to acceptable terms of a post-transaction co-investment, employment and equity package with Mr. Poore. They indicated that they expected all remaining unresolved terms in the merger agreement were relatively immaterial. Because members of the working group believed further attempts to increase the offer price would not be successful, and potentially counter-productive, and with the prior authorization of the board, CommerceHub reached an agreement on price and certain other key transaction terms with GTCR and Sycamore with the understanding that the offer being made by GTCR and Sycamore was specifically conditioned on their reaching agreement with Mr. Poore on the terms of a post-transaction co-investment, employment and equity package, as well as the parties reaching agreement on the remaining open issues with respect to the merger agreement and the other transaction documents and the board's approval of the final terms and conditions of the proposed transaction. Baker Botts communicated to Kirkland that the parties were authorized to commence discussions regarding the terms of Mr. Poore's post-transaction co-investment, employment and equity package with GTCR and Sycamore.

        On February 27, 2018, representatives of GTCR and Sycamore met with Mr. Poore in Saratoga Springs, New York to address the terms of his post-transaction co-investment, compensation and equity package, after which GTCR and Sycamore provided Mr. Poore with a term sheet outlining their proposal for the key terms of his investment in Parent at the closing of the proposed transaction and his post-transaction compensation and equity package. Later that day, following Mr. Poore's review of the proposal, Mr. Poore informed Mr. Baer and CommerceHub's advisors that the proposal was not acceptable to him and that substantial changes would need to be negotiated.

        On February 28, 2018, given the extent of the difference in views with respect to Mr. Poore's proposed investment in Parent, GTCR and Sycamore determined that they had not been able to reach agreement with him on mutually acceptable terms and determined not to proceed with further negotiations on the transaction. As a result, GTCR and Sycamore communicated this decision to CommerceHub by a call from a representative of GTCR to Mr. Baer. Following that discussion, later that day, the board held an update call, with members of management, Evercore and Baker Botts in attendance, to discuss the status of the negotiations, during which the board was advised that GTCR and Sycamore had still not reached agreement with Mr. Poore on the terms of a post-transaction co-investment, compensation and equity package and that certain non-price open issues remained with respect to the merger agreement and the other transaction agreements. Accordingly, the board was advised that there was no transaction to approve. Later that day, CommerceHub announced its financial results for the fourth quarter and full year ended December 31, 2017, and at the end of the business day held an earnings conference call.

        Late on March 2, 2018, representatives of GTCR and Sycamore contacted Mr. Poore to inquire whether he was still interested in having discussions related to his post-transaction co-investment, employment and equity package in support of completing an overall transaction. Mr. Poore informed representatives of GTCR that he would be willing to continue to have discussions of this kind and informed members of the working group that he would commence such discussions. During the ensuing days, Mr. Poore and representatives of GTCR and Sycamore held discussions about these items. Later in the evening of March 2, 2018, Kirkland contacted Baker Botts to discuss the status of the merger agreement and the other transaction documents. Throughout the ensuing days, the parties exchanged drafts of the merger agreement and the associated disclosure schedules, as well as Mr. Malone's voting

36

Table of Contents

agreement and the associated financing documents. In addition, Mr. Baer held conversations with representatives of GTCR and Sycamore regarding the final outstanding items in these agreements.

        By March 4, 2018, despite several discussions, Mr. Poore and representatives of GTCR and Sycamore had not reached agreement on the terms of a post-transaction co-investment, employment and equity package. Representatives of GTCR and Sycamore suggested to Mr. Poore that they meet in person on March 5 to try to finalize the arrangements documenting Mr. Poore's post-transaction co-investment, compensation and equity package. On the afternoon of March 4, 2018, Mr. Poore reported to Mr. Baer that the terms of the current proposal with respect to his post-transaction co-investment, compensation and equity package remained unacceptable to him.

        On March 5, 2018, Mr. Poore met with representatives of GTCR in Chicago, Illinois. Later that day, GTCR and Sycamore revised their proposal to Mr. Poore, which Mr. Poore reported to Mr. Baer was acceptable to him from an economic perspective but subject to further review by his advisors. During the early evening of March 5, 2018, Mr. Poore and his advisers reached an agreement as to his post-transaction co-investment, compensation and equity package. For more information on these arrangements, see "The Merger (Proposal 1)—Interests of Certain Persons in the Merger".

        Late in the evening on March 5, 2018, the board held a telephonic meeting, with members of management, Evercore, Baker Botts, and other outside legal counsel to CommerceHub in attendance, to discuss the terms of the proposed transaction, including the terms and conditions of the merger agreement and the other transaction documents, including Mr. Malone's voting agreement as well as the terms of Mr. Poore's post-transaction co-investment, compensation and equity package. At this meeting, Evercore reviewed with the board its financial analysis of the merger consideration and delivered an oral opinion, which was confirmed by delivery of a written opinion dated March 5, 2018, to the effect that, based upon and subject to the factors, procedures, assumptions, qualifications, limitations and other matters set forth in its written opinion, it was Evercore's opinion that, as of the date of the written opinion, the per share merger consideration was fair, from a financial point of view, to the holders of shares of common stock (other than the Excluded Stockholders) entitled to receive such per share merger consideration. For more information, see "Opinion of CommerceHub's Financial Advisor". After the presentation by Evercore, and a discussion with counsel, the board, among other things, unanimously (i) determined that the merger agreement and the transactions contemplated thereby, including without limitation, the merger, are fair to, and in the best interests of, CommerceHub and its stockholders, (ii) approved and declared advisable the merger agreement and the transactions contemplated thereby, including, without limitation, the merger, (iii) authorized officers of CommerceHub to execute and deliver the merger agreement, (iv) resolved to submit the merger agreement to the stockholders of CommerceHub for their adoption, and (v) recommended that the stockholders of CommerceHub approve the adoption of the merger agreement and the transactions contemplated thereby, including, without limitation, the merger. For more information, see "Reasons for the Merger". Later that evening, the parties executed the merger agreement and the other transaction documents, including Mr. Malone's voting agreement.

        On March 6, 2018, prior to the opening of stock markets in the United States, the parties issued a joint press release announcing the transaction.

Reasons for the Merger

        In evaluating the merger agreement, the merger and the other transactions contemplated by the merger agreement, and in reaching its decision to approve and declare advisable the merger agreement and to recommend that CommerceHub stockholders approve the adoption of the merger agreement, our board considered a number of factors and a significant amount of information that it believes

37

Table of Contents

support its determination and recommendation, including the following non-exhaustive list of material factors and benefits (which are not necessarily listed in order of importance):

•

Premium to Market Prices.  Our board considered that the merger consideration of $22.75 per share of common stock represents:



•

a 24.5% premium to the Series A common stock closing price as of March 5, 2018;



•

a 19.3% premium to the one-month volume-weighted average Series A common stock closing price as of March 5, 2018;



•

a 30.2% premium to the Series C common stock closing price as of March 5, 2018; and



•

a 27.1% premium to the one-month volume-weighted average Series C common stock closing price as of March 5, 2018.



•

Liquidity and Certainty of Value.  Our board considered that the merger consideration would be paid in all cash, providing value certainty to CommerceHub's stockholders and allowing them to monetize their investment in CommerceHub, at a premium, in the near future. Our board believed that this certainty of value was compelling compared to the long-term value creation potential and execution risks underlying the business plan of CommerceHub as a standalone company. In connection with this, our board considered the inherent uncertainty of achieving the results of the management projections, as summarized below under "The Merger (Proposal 1)—Projected Financial Information."



•

CommerceHub's Business, Financial Condition and Prospects.  Our board considered its in-depth knowledge of our business, financial condition, and prospects, in addition to the risks and uncertainties associated with achieving and executing on CommerceHub's business and financial plans in the short and long term if CommerceHub were to remain an independent public company, including market acceptance and performance of our products and services, competitive issues affecting CommerceHub, competitive issues facing many of CommerceHub's customers, general market conditions, regulatory matters and changes in law affecting our business, and the risk factors described in the 2017 Annual Report.



•

Potential Strategic Alternatives.  Our board considered the possible alternatives to a sale to Parent, including the potential to continue as a standalone business and the pursuit of an acquisition strategy. Our board evaluated alternatives with the assistance of Evercore, and determined that, when compared to the merger, these alternatives were not in the best interests of CommerceHub and its stockholders given the relative risks, rewards and uncertainties associated with those alternatives.



•

Quality of the Process to Evaluate Strategic Alternatives.  Our board considered the quality of its process to explore potential transactions, with the assistance of Evercore, including (i) the solicitation of numerous potential strategic purchasers and potential financial purchasers, (ii) discussions with various parties that contacted Evercore on an unsolicited basis, (iii) extensive management engagement with potential purchasers, and (iv) detailed review of all proposals received with our board's financial advisors. Our board further considered that discussions had been held with, and feedback received from, multiple interested or potentially interested parties as part of the process, including the fact that none of the potential strategic purchasers who were contacted, and none of the parties that contacted Evercore on an unsolicited basis, chose to participate in the process to pursue strategic alternatives and the fact that neither Sponsor A nor Sponsor B remained in the process. Additionally, our board considered the risk that prolonging the strategic review process could have resulted in the loss of a favorable opportunity to successfully consummate a transaction with GTCR and Sycamore and was unlikely to result in a proposal materially better than GTCR and Sycamore's proposal.

38

Table of Contents

•

Evercore's Fairness Opinion and Related Analyses.  Our board considered the financial analyses that representatives of Evercore reviewed and discussed with our board, as well as the oral opinion of Evercore rendered to our board on March 5, 2018 (which was subsequently confirmed in writing by delivery of Evercore's written opinion dated the same date) to the effect that, based upon and subject to the factors, procedures, assumptions, qualifications, limitations and other matters set forth in Evercore's written opinion, the per-share merger consideration to be paid to the holders of shares of CommerceHub common stock (other than the Excluded Stockholders) is fair, from a financial point of view, to such stockholders, as more fully described below under "The Merger (Proposal 1)—Opinion of CommerceHub's Financial Advisors".



•

Likelihood of Completion.  Our board considered its belief that, absent a superior proposal, the merger represented a transaction that would likely be consummated based on, among other factors:



•

the reputation and ability of GTCR and Sycamore to complete large acquisition transactions in our industries;



•

the fact that Parent had obtained committed debt and equity financing for the transaction, the number and nature of the conditions to the debt and equity financing, and the reputation of the financing sources;



•

the absence of a financing condition in the merger agreement;



•

the likelihood and anticipated timing of completing the proposed merger in light of the scope of the conditions to completion, including the fact that there are no anticipated substantive issues in connection with the HSR Act and other antitrust clearances and that there are no other anticipated regulatory approvals that are required to close the merger;



•

the fact that the merger agreement provides that, in the event of a failure of the merger to be consummated under certain circumstances, Parent will pay CommerceHub a $63.0 million reverse termination fee, as described under "The Merger Agreement—Termination Fees—Parent Termination Fee," without CommerceHub having to establish any damages, the payment of which is guaranteed, severally but not jointly, by affiliates of GTCR and affiliates of Sycamore pursuant to their respective limited guarantees; and



•

our ability, under certain circumstances pursuant to the merger agreement, to seek specific performance to prevent breaches of the merger agreement and the equity commitment letters, as described under "The Merger Agreement—Specific Performance" and to enforce specifically the terms of the merger agreement and the equity commitment letters.



•

Ability to Terminate.  Our board considered that, until the date the CommerceHub stockholders approve the adoption of the merger agreement:



•

if CommerceHub receives an unsolicited bona fide written alternative transaction proposal that our board determines in good faith to be, or to be reasonably likely to lead to, a superior proposal, and our board determines in good faith that failure to take action would be reasonably likely to violate the directors' fiduciary duties under applicable law, CommerceHub may furnish nonpublic information and engage in discussions or negotiations with such person or group with respect to such alternative transaction proposal;



•

in response to an intervening event or a superior proposal, our board may make a Company adverse recommendation change if it determines, in good faith, after consultation with its financial advisor and outside legal counsel, that the failure to take such action would be reasonably likely to violate the directors' fiduciary duties under applicable law; and

39

Table of Contents

•

in response to a superior proposal, our board may terminate the merger agreement and enter into a superior proposal, subject to certain conditions (including certain rights of Parent to have an opportunity to propose amendments to the merger agreement), provided that we pay a $31.5 million termination fee.



•

Negotiation Process.  Our board considered the fact that the terms of the merger agreement were the result of robust arm's-length negotiations conducted by CommerceHub, with the knowledge and at the direction of our board and with the assistance of Evercore and Baker Botts.

        In the course of its deliberations, our board also considered a number of risks, uncertainties and other potentially negative factors associated with the merger agreement, the merger and the other transactions contemplated by the merger agreement, including the following (which are not necessarily listed in order of importance):

•

the fact that CommerceHub stockholders (other than Mr. Poore pursuant to the co-investor agreement) will not participate in any future growth potential or benefit from any future increase in the value of our company (whether through organic growth, acquisitions or otherwise);



•

the significant costs involved in connection with entering into and completing the merger (including the costs that may be incurred by CommerceHub pursuant to Mr. Malone's indemnification rights under the voting agreement) and the substantial time and effort of management required to complete the merger and related disruptions to the operation of our business;



•

the risk that the proposed merger might not be completed in a timely manner or at all, including the risk that the proposed merger will not occur if the contemplated financing, described under "The Merger—Financing," is not obtained, and the effect that the resulting public announcement of termination of the merger agreement could have on the trading price of our common stock;



•

the fact that, under the terms of the merger agreement, CommerceHub is unable to solicit alternative transaction proposals during the pendency of the merger;



•

the restrictions on the conduct of our business prior to the closing of the merger, which could delay or prevent us from undertaking business opportunities or certain other actions we would otherwise take with respect to our operations pending closing;



•

the potential negative effect that the public announcement and pendency of the merger, or a failure to complete the merger, could have on our business and relationships with our customers, employees and prospective employees;



•

the risks and costs to us if the proposed merger does not close, including the diversion of management and employee attention from operational matters, potential employee attrition, the potential effect on our business operations, including our relationships with vendors, customers, partners and others that do business with us, and the potentially adverse effect on the trading price of our common stock;



•

the possibility that the amounts that may be payable by us upon the termination of the merger agreement could discourage other potential purchasers from making a competing bid to acquire us, including the possibility of the payment of a termination fee of $31.5 million if we terminate the merger agreement to enter into a superior proposal or materially breach our obligations under the provisions of the merger agreement relating to the solicitation of alternative transaction proposals;



•

the fact that Parent requires significant third-party debt financing to consummate the transaction and that, in the event that the lenders do not provide the debt financing under the debt

40

Table of Contents

commitment letter, we will not be able to specifically enforce Parent's obligations to complete the merger, in which case our remedy for Parent's failure to close the merger would be limited to receipt of the reverse termination fee; and

•

the fact that the merger will generally be taxable to our stockholders that are U.S. Holders (as defined below in "The Merger (Proposal 1)—Material U.S. Federal Income Tax Consequences of the Merger") for U.S. federal income tax purposes.

        In addition to the factors described above, our board considered the fact that directors and executive officers may have interests in the merger that may be different from, or in addition to, those of CommerceHub's other stockholders as described in "The Merger (Proposal 1)—Interests of Certain Persons".

        The preceding discussion of the information and factors considered by our board is not, and is not intended to be, exhaustive. In light of the variety of factors considered in connection with its evaluation of the merger and the complexity of these matters, our board did not find it practicable to, and did not, quantify or otherwise attempt to rank or assign relative weights to the various factors considered in reaching its determination. In considering the factors described above and any other factors, individual members of our board may have viewed factors differently or given different weight, merit or consideration to different factors. In addition, our board did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to its ultimate determination, but rather it conducted an overall analysis of the factors described above, including through discussions with and questioning of representatives of management, Evercore and Baker Botts.

Opinion of CommerceHub's Financial Advisor

        CommerceHub retained Evercore to act as its financial advisor in connection with evaluating strategic and financial alternatives, including the merger. As part of this engagement, CommerceHub requested that Evercore evaluate the fairness, from a financial point of view, of the per-share merger consideration to be received by the holders of common stock (other than the Excluded Stockholders) entitled to receive such merger consideration. At a meeting of the board held on March 5, 2018, Evercore rendered its oral opinion to the board, which opinion was subsequently confirmed by delivery of a written opinion dated March 5, 2018, that, as of the date thereof, and based upon and subject to the factors, procedures, assumptions, qualifications, limitations and other matters set forth in its written opinion, the per-share merger consideration was fair, from a financial point of view, to the holders of shares of common stock (other than the Excluded Stockholders) entitled to receive such per-share merger consideration.

        The full text of Evercore's written opinion, dated March 5, 2018, which sets forth, among other things, the factors considered, procedures followed, assumptions made and qualifications and limitations on the scope of review undertaken by Evercore in rendering its opinion, is attached as Annex B to this proxy statement and is incorporated herein by reference in its entirety. CommerceHub urges you to read the opinion carefully and in its entirety. Evercore's opinion was addressed to, and for the information and benefit of, the board in connection with its evaluation of the merger. Evercore's opinion did not address the relative merits of the merger as compared to other business or financial strategies that might be available to CommerceHub, nor did it address the underlying business decision of CommerceHub to engage in the merger. Evercore's opinion did not constitute a recommendation to the board or to any other persons in respect of the merger, including as to how any holder of shares of common stock should vote or act with respect to the merger. The summary of Evercore's opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion attached as Annex B to this proxy statement. Evercore has consented to the inclusion of its opinion as Annex B to this proxy statement.

41

Table of Contents

        In connection with rendering its opinion, Evercore, among other things:

•

reviewed certain publicly available business and financial information relating to CommerceHub that Evercore deemed to be relevant, including publicly available research analysts' estimates;



•

reviewed certain non-public historical financial statements and other non-public historical financial and operating data relating to CommerceHub prepared and furnished to Evercore by management of CommerceHub;



•

reviewed (i) the Projections, which consist of certain non-public projected financial data relating to CommerceHub for fiscal years 2018 through 2020 prepared and furnished to Evercore by management of CommerceHub on February 19, 2018, together with (ii) extrapolations of the Projections for fiscal years 2021 through 2022, based on and extrapolated from the Projections, and projected unlevered free cash flow (as defined below) for fiscal years 2023 through 2032, furnished to Evercore by management of CommerceHub (such information described in clause (ii), the Extended Financial Projections);



•

reviewed certain non-public historical and projected operating data relating to CommerceHub prepared and furnished to Evercore by CommerceHub management;



•

discussed the past and current operations, the financial projections and current financial condition of CommerceHub with management of CommerceHub (including their views on the risks and uncertainties of achieving such projections);



•

reviewed the reported prices and the historical trading activity of the Series A common stock, Series B common stock and Series C common stock of CommerceHub and the premium to be received by the holders of such shares;



•

compared the financial performance of CommerceHub and its stock market trading multiples with those of certain other publicly traded companies that Evercore deemed relevant;



•

compared the financial performance of CommerceHub and the valuation multiples relating to the merger with those of certain other transactions that Evercore deemed relevant;



•

performed discounted cash flow analyses on CommerceHub based on forecasts and other data prepared by management of CommerceHub;



•

reviewed a draft of the merger agreement, dated March 5, 2018 (the most recent draft made available to Evercore), which Evercore assumed was in substantially final form and from which Evercore assumed the final form would not vary in any respect material to Evercore's analysis;



•

reviewed a draft of the form of voting agreement, dated March 2, 2018 (the most recent draft made available to Evercore), which Evercore assumed was in substantially final form and from which Evercore assumed the final form would not vary in any respect material to Evercore's analysis; and



•

performed such other analyses and examinations and considered such other factors that Evercore deemed appropriate.

        For purposes of Evercore's analysis and opinion, Evercore has assumed and relied upon, without undertaking any independent verification of, the accuracy and completeness of all of the information publicly available and all of the information supplied or otherwise made available to, discussed with, or reviewed by Evercore, and Evercore assumes no liability therefor. With respect to the Projections and the Extended Financial Projections, Evercore has been advised by management of CommerceHub, and has assumed, at the direction of the board, that they have been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of management of CommerceHub as to the future financial performance of CommerceHub. Evercore expresses no view as to the Projections or

42

Table of Contents

Extended Financial Projections or the assumptions on which they are based. Evercore has relied, at the board's direction, without independent verification, upon the assessments of the management of CommerceHub as to CommerceHub's historical and projected financial performance.

        For purposes of rendering Evercore's opinion, Evercore has assumed, in all respects material to Evercore's analysis, that the representations and warranties of each party contained in the merger agreement and the voting agreement are true and correct, that each party will perform all of the covenants and agreements required to be performed by it under the merger agreement and the voting agreement and that all conditions to the consummation of the merger will be satisfied without material waiver or modification thereof. Evercore has assumed that each of the executed merger agreement and voting agreement will conform in all material respects to the drafts Evercore reviewed. Evercore has further assumed that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the merger will be obtained without any material delay, limitation, restriction or condition that would have an adverse effect on CommerceHub, Parent or Merger Sub or the consummation of the merger or would materially reduce the benefits to the holders of common stock of the merger.

        Evercore has not made nor assumed any responsibility for making any independent valuation or appraisal of the assets or liabilities of CommerceHub, nor has Evercore been furnished with any such appraisals, nor has Evercore evaluated the solvency or fair value of CommerceHub under any state or federal laws relating to bankruptcy, insolvency or similar matters. Evercore's opinion is necessarily based upon information made available to Evercore as of the date thereof and financial, economic, market and other conditions as they exist and as could be evaluated on the date thereof. It was understood that developments subsequent to Evercore's opinion could affect its opinion and that Evercore did not and does not have any obligation to update, revise or reaffirm its opinion.

        Evercore has not been asked to pass upon, and expressed no opinion with respect to, any matter other than the fairness to the holders of common stock (other than the Excluded Stockholders), without regard to differences, including as to relative voting rights, trading volumes, trading value and premiums or otherwise, between or among the Series A common stock, the Series B common stock and the Series C common stock, from a financial point of view, of the per-share merger consideration. Evercore did not express any view on, and its opinion did not address, the fairness of the merger to, or any consideration to be received in connection therewith by, the holders of any other securities, creditors or other constituencies of CommerceHub, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of CommerceHub (including the Chief Executive Officer), or any class of such persons, whether relative to the per-share merger consideration or otherwise, nor as to the relative fairness of the per-share merger consideration as between holders of the Series A common stock, Series B common stock, Series C common stock or any combination thereof. Evercore has assumed that any modification to the structure of the transaction will not vary in any respect material to its analysis. Evercore's opinion did not address the relative merits of the merger as compared to other business or financial strategies that might be available to CommerceHub, nor did it address the underlying business decision of CommerceHub to engage in the merger. Evercore's opinion did not constitute a recommendation to the board or to any other persons in respect of the merger, including as to how any holder of shares of common stock should vote or act in respect of the merger. Evercore expresses no opinion as to the price at which shares of CommerceHub will trade at any time. Evercore is not legal, regulatory, accounting or tax experts and has assumed the accuracy and completeness of assessments by CommerceHub and its advisors with respect to legal, regulatory, accounting and tax matters.

Summary of Material Financial Analyses

        The following is a brief summary of the material financial analyses that Evercore reviewed with the board on March 5, 2018, in connection with rendering Evercore's opinion. The following summary does

43

Table of Contents

not purport to be a complete description of the analyses performed by Evercore. The order of the analyses described and the results of these analyses do not represent relative importance or weight given to these analyses by Evercore or the board. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before March 2, 2018 (the last trading date prior to the rendering of Evercore's opinion) and is not necessarily indicative of current market conditions.

        The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analyses and the application of those methods to the particular circumstances and, therefore, is not readily susceptible to summary description.

        In arriving at its opinion, Evercore did not draw, in isolation, conclusions from or with regard to any factor or analysis considered by it. Rather, Evercore made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of the analyses. Considering selected portions of the analyses and reviews in the summary set forth below, without considering the analyses and reviews as a whole, could create an incomplete or misleading view of the analyses and reviews underlying Evercore's opinion.

        For purposes of its analyses and reviews, Evercore considered industry performance, general business, economic, market and financial conditions, and other matters, many of which are beyond the control of CommerceHub. No company, business or transaction used in Evercore's analyses and reviews as a comparison is identical to CommerceHub, the merger or the per-share merger consideration, and an evaluation of the results of those analyses and reviews is not entirely mathematical. Rather, the analyses and reviews involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies, businesses or transactions used in Evercore's analyses and reviews. The estimates contained in Evercore's analyses and reviews, and the ranges of valuations resulting from any particular analysis or review, are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by Evercore's analyses and reviews. In addition, analyses and reviews relating to the value of companies, businesses or securities do not purport to be appraisals or to reflect the prices at which companies, businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Evercore's analyses and reviews are inherently subject to substantial uncertainty.

        The following summary of material financial analyses includes information presented in tabular format. These tables must be read together with the full text of each summary in order to understand fully the summary of material financial analyses performed by Evercore. The tables are not intended to stand alone and do not constitute a complete description of the material financial analyses performed by Evercore. Considering the tables below without considering the full narrative description of the material financial analyses, including the methodologies and assumptions underlying such analyses, could create a misleading or incomplete view of Evercore's financial analyses.

        In performing the financial analyses summarized below, at the instruction of management of CommerceHub, Evercore utilized and relied upon the management case forecasts, consisting of the Projections and Extended Financial Projections, as described in the section entitled "The Merger (Proposal 1)—Projected Financial Information," and certain street financial information.

CommerceHub Trading Multiples Analysis

        Evercore reviewed and compared certain financial and operating information relating to CommerceHub's multiples of total enterprise value (TEV) (based on closing stock prices of the CommerceHub Series A common stock) to CommerceHub's (x) last 12 months (LTM) EBITDA for each day during the period from January 3, 2017 to March 2, 2018 and (y) estimated next 12 months

44

Table of Contents

(NTM) EBITDA for each day during the period from December 15, 2016 to March 2, 2018. The TEV/LTM EBITDA and TEV/NTM EBITDA multiples were provided by FactSet, an online investment research and database service.

        The analysis indicated the following with respect to CommerceHub:

        Based upon the information presented in the tables above and the application of Evercore's professional judgment, Evercore selected a reference multiple range in respect of the 10th percentile through the 90th percentile of (x) 18.1x to 23.5x in respect of the TEV/LTM EBITDA, and (y) 15.9x to 19.9x in respect of the TEV/NTM EBITDA. The range was then applied to CommerceHub's historical adjusted EBITDA (as described below) for fiscal year 2017 (LTM adjusted EBITDA) and projected adjusted EBITDA for fiscal year 2018 (NTM adjusted EBITDA), as estimated in the management case forecasts. Evercore determined an implied equity value per share range of $18.24 per share to $23.02 per share, in respect of the LTM adjusted EBITDA, and $17.92 per share to $21.93 per share, in respect of the NTM adjusted EBITDA, based on the management case forecasts.

        Evercore compared the results of this analysis to the per-share merger consideration of $22.75.

Peer Group Trading Multiples Analysis

        Evercore reviewed and compared certain financial and operating information relating to CommerceHub, including information based on the management case forecasts, to the following companies: Veeva Systems Inc., Tyler Technologies, Inc., Blackbaud, Inc., RealPage, Inc., Medidata Solutions, Inc., SPS Commerce, Inc., Ellie Mae, Inc., Benefitfocus, Inc. (excluded in certain analyses as the relevant multiple is not meaningful) and Guidewire Software, Inc. (excluded in certain analyses as the relevant multiple is not meaningful).

        Although none of these companies are directly comparable to CommerceHub, Evercore selected the companies for the peer group trading multiple analysis based on its professional judgment because these companies had operating characteristics, products and services that, for purposes of its analysis, Evercore considered similar to certain of CommerceHub's operating characteristics, products and services.

        For each of the selected companies identified above, Evercore calculated multiples of TEV to the metrics shown in the table below for the calendar years identified below based on closing stock prices as of March 2, 2018, and financial data that Evercore obtained from filings made with the SEC, and consensus estimates based on publicly available equity research analysts' projections provided by FactSet.

        The analysis indicated the following with respect to the peer group (excluding CommerceHub):

45

Table of Contents

        Based upon the information presented in the tables above and the application of Evercore's professional judgment, Evercore selected the following reference multiple ranges for the metrics described in the table below. The range was then applied to the corresponding CommerceHub metric for the applicable time period described in the table below, as estimated in the management case forecasts. Evercore determined an implied equity value per share range for each applicable metric as set forth in the table below.

        In addition, Evercore noted the applicable multiple for each metric in respect of SPS Commerce, Inc. (SPS Commerce) as a relevant comparable company in respect of the peer group selected in Evercore's professional judgment. In respect of SPS Commerce, Evercore calculated multiples of TEV to the metrics shown in the table below for the calendar years identified below based on closing stock prices as of March 2, 2018, and financial data that Evercore obtained from public filings and consensus estimates for SPS Commerce based on publicly available equity research analysts' projections. The multiple for each metric was then applied to the corresponding CommerceHub metric for the applicable time period described in the table below, as estimated based on the management case forecasts. Evercore determined an implied equity value per share of CommerceHub's common stock based on the SPS Commerce multiples for each applicable metric as set forth in the table below.

        Evercore compared the results of these analyses to the per-share merger consideration of $22.75.

Precedent Transactions Analysis

        Evercore reviewed, to the extent publicly available, financial information relating to 16 precedent transactions (precedent transactions) involving companies that Evercore considered to be relevant to CommerceHub's business and industry. Evercore selected the precedent transactions because they represented transactions of which Evercore was aware involving companies in the software industry. Evercore considered, in its professional judgment and experience, these transactions most relevant to the merger. No company, business or transaction used in this analysis is identical or directly comparable to CommerceHub or the merger. In evaluating the precedent transactions, Evercore made judgments and assumptions with regard to general business, economic, market and financial conditions and other matters, many of which are beyond the control of CommerceHub, such as the impact of competition on the business of CommerceHub and the industry generally, industry growth and the absence of any adverse material change in the financial conditions and prospects of CommerceHub, the industry or in the financial markets in general. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments

46

Table of Contents

concerning differences in financial and operating characteristics and other factors that could affect the relative values of the selected companies. Mathematical analysis, such as determining the mean or median, is not in itself a meaningful method of using the transaction data of the precedent transactions.

        The precedent transactions are set forth in the table below:

        For each of the precedent transactions, using publicly available information, Evercore reviewed transaction values and calculated the transaction TEV implied for each target company based on the consideration paid in the precedent transaction as a multiple of the target company's trailing LTM revenue and trailing LTM EBITDA (in each case, calculated for the 12-month period prior to the latest available data preceding the date of announcement of such transaction), based on company filings and street estimates/analysis. The range of multiples across the precedent transactions were (i) in the case of TEV/Revenue LTM, 3.3x - 12.8x, and (ii) in the case of TEV/LTM EBITDA, 15.1x - 30.0x.

        Evercore calculated and analyzed the transaction TEV to LTM EBITDA multiples and TEV to LTM revenue multiples of the precedent transactions. Based on the multiples it derived for the precedent transactions and based on its professional judgment and experience, Evercore applied a transaction TEV to LTM EBITDA multiple reference range of 21.0x-24.0x to CommerceHub's EBITDA for CommerceHub's LTM period as of December 31, 2017, and transaction TEV to LTM revenue multiple reference range of 9.0x to 10.0x to CommerceHub's revenue for CommerceHub's LTM period as of December 31, 2017. This analysis implied an equity value range per share of common stock of: (i) in the case of EBITDA, $20.81 to $23.50, and (ii) in the case of revenue, $21.74 to $23.93.

        Evercore compared the results of this analysis to the per-share merger consideration of $22.75.

Discounted Cash Flow Analysis

        As part of its analysis, Evercore performed a discounted cash flow analysis of CommerceHub. This is a method used to estimate the implied present value of an asset by calculating the present value of the estimated future unlevered free cash flows to be generated by that asset. The present value of those future unlevered free cash flows is then obtained by discounting those future unlevered free cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital and other appropriate factors. The "unlevered free cash flow" refers to a calculation of the future cash flows generated by an asset without including in such

47

Table of Contents

calculation any debt servicing costs. Specifically, unlevered free cash flow for this purpose represents earnings before interest and taxes, or EBIT, less stock based compensation, income tax expense, capital expenditures, increases in net working capital and certain other cash expenses, as applicable, plus depreciation and amortization.

        Evercore's discounted cash flow analysis was intended to estimate the implied present value, as of December 31, 2017, of (1) the future unlevered free cash flow that CommerceHub would generate during the period from January 1, 2018, through (x) in the case of the terminal EBITDA multiple methodology, December 31, 2022, and (y) in the case of the perpetuity growth methodology, December 31, 2032, plus (2) the estimated terminal value of CommerceHub as of (a) in the case of the terminal EBITDA multiple methodology, December 31, 2022, and (b) in the case of the perpetuity growth methodology, December 31, 2032, using both the terminal EBITDA multiple methodology and the perpetuity growth methodology. Evercore performed its discounted cash flow analysis for CommerceHub on a standalone basis and assumed the mid-year cash flow discounting convention, with measures of unlevered free cash flow, including for periods from January 1, 2023 - December 31, 2032, based on the Projections and the extrapolations of the Projections for fiscal years 2021 through 2022 referred to above.

        Under the terminal EBITDA multiple methodology, Evercore estimated a terminal value for CommerceHub by applying a multiple range of 15.0x to 19.0x for the projected earnings before interest, tax, depreciation, amortization and stock-based compensation expense, excluding restructuring costs, of CommerceHub (adjusted EBITDA) for the one-year period ended December 31, 2022. Evercore estimated the terminal EBITDA multiple based on the financial forecasts included in the management case forecasts, and its professional judgment given the nature of CommerceHub and its business and industry. The cash flows and terminal value were then discounted to present value using a range of discount rates from 12.00% to 14.00%, based on an estimate of CommerceHub's weighted average cost of capital. Evercore estimated CommerceHub's weighted average cost of capital based on application of the capital asset pricing model and its professional judgment given the nature of CommerceHub's business and its industry. The resulting range of implied enterprise values for CommerceHub was then increased by the amount of CommerceHub's net cash (calculated as cash and cash equivalents less debt) as of December 31, 2017, to produce a range of implied equity values for CommerceHub. Under the terminal EBITDA multiple methodology, Evercore's discounted cash flow analysis indicated an implied per share equity value for CommerceHub on a standalone basis of $19.45 to $25.21.

        Under the perpetuity growth methodology, Evercore estimated a terminal value for CommerceHub by applying a perpetuity growth rate of 2.5% to 4.5% to the estimated unlevered free cash flow of CommerceHub for the terminal year of 2032, which assumed, among other things, projected levels of capital expenditure, changes in net working capital, and depreciation and amortization. The cash flows and terminal value were then discounted to present value using the same range of discount rates as described above, and converted to implied equity value using the same adjustments as described above. Under the perpetuity growth methodology, Evercore's discounted cash flow analysis indicated an implied per-share equity value for CommerceHub on a standalone basis of $13.40 to $18.62.

        Evercore compared the results of this analysis to the per-share merger consideration of $22.75.

Historical Trading Range Analysis

        Evercore reviewed, for reference and informational purposes only, historical trading prices of shares of CommerceHub Series A common stock and Series C common stock during the 52-week period ended March 2, 2018. Evercore, in its professional judgment and given low trading volumes for the period, did not review the historical trading prices of shares of CommerceHub Series B common stock. Evercore noted that the low and high closing prices during such period ranged from: (i) $15.01

48

Table of Contents

to $23.81 per share of CommerceHub Series A common stock, and (ii) $14.90 to $22.23 per share of CommerceHub Series C common stock, as compared to the per-share merger consideration.

General

        In connection with the review of the merger by the board, Evercore performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a fairness opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analyses and the application of those methods to the particular circumstances and, therefore, is not readily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Evercore's opinion. In arriving at its fairness determination, Evercore considered the results of all the analyses and did not draw, in isolation, conclusions from or with regard to any one analysis or factor considered by it for purposes of its opinion. Rather, Evercore made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all the analyses. In addition, Evercore may have considered various assumptions more or less probable than other assumptions, so that the range of valuations resulting from any particular analysis described above should therefore not be taken to be Evercore's view of the value of CommerceHub. No company used in the above analyses as a comparison is directly comparable to CommerceHub, and no transaction used is directly comparable to the merger. Further, Evercore's analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies or transactions used, including judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of CommerceHub or its advisors. Rounding may result in total sums set forth in this section not equaling the total of the figures shown.

        Evercore prepared these analyses solely for the purpose of providing an opinion to the board as to the fairness of the per-share merger consideration, from a financial point of view, to the holders of common stock (other than the Excluded Stockholders) entitled to receive such merger consideration. These analyses do not purport to be appraisals of CommerceHub or to necessarily reflect the prices at which CommerceHub or its securities actually may be sold. Any estimates contained in these analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Accordingly, estimates used in, and the results derived from, Evercore's analyses are inherently subject to substantial uncertainty, and Evercore assumes no responsibility if future results are materially different from those forecasted in such estimates. The issuance of the fairness opinion was approved by an opinion committee of Evercore.

        Evercore did not recommend any specific amount of consideration to the board or management or that any specific amount of consideration constituted the only appropriate consideration in the merger for the holders of common stock.

Miscellaneous

        Under the terms of Evercore's engagement, Evercore has provided CommerceHub with financial advisory services and delivered a written fairness opinion to the board in connection with the merger. Pursuant to the terms of its engagement letter, Evercore is entitled to receive (1) an opinion fee in an amount to be mutually agreed upon by CommerceHub and Evercore, which equaled $2.0 million, regardless of the conclusion reached therein, which was earned upon delivery of its fairness opinion and which is fully creditable, to the extent previously or contemporaneously paid, against any transaction fee payable and (2) a transaction fee, comprised of a success fee, currently estimated to total approximately $10.2 million, which Evercore will earn subject to and upon the consummation of the merger. In addition, CommerceHub has agreed to reimburse Evercore for its expenses (including

49

Table of Contents

external legal fees, expenses and disbursements) incurred in connection with its engagement and to indemnify Evercore and any of its members, partners, officers, directors, advisors, representatives, employees, agents, affiliates or controlling persons, if any, against certain liabilities and expenses arising out of Evercore's engagement, any services performed by Evercore in connection therewith or any transaction contemplated thereby.

        During the two-year period prior to the date of Evercore's opinion, no material relationship existed between Evercore and its affiliates and CommerceHub (other than the engagement in connection with the merger) or Parent or any of its affiliates pursuant to which compensation was received by Evercore or its affiliates as a result of such a relationship. Taking into account the foregoing, during the two-year period prior to the date of Evercore's opinion, Evercore and its affiliates did provide investment banking services to GTCR or one or more of its affiliated investment funds, an affiliate of Parent, in connection with a certain unrelated acquisition transaction by GTCR, for which Evercore and its affiliates have received compensation. Evercore or its affiliates may provide financial or other services to CommerceHub or Parent or any of its affiliates in the future, and in connection with any such services Evercore and its affiliates may receive compensation.

        In the ordinary course of business, Evercore or its affiliates may actively trade the securities, or related derivative securities, or financial instruments of CommerceHub or its affiliates or any of Parent's respective affiliates for its own account and for the accounts of its customers and, accordingly, may at any time hold a long or short position in such securities or instruments.

        The CommerceHub board engaged Evercore to act as its financial advisor based on its qualifications, experience and reputation. Evercore is an internationally recognized investment banking firm and is regularly engaged in the valuation of businesses in connection with mergers and acquisitions, leveraged buyouts, competitive biddings, private placements and valuations for corporate and other purposes.

Projected Financial Information

        CommerceHub does not, as a matter of course, make public projections as to future performance or earnings beyond the current fiscal year and generally does not make public projections for extended periods due to, among other things, the inherent difficulty of predicting financial performance for future periods and the likelihood that the underlying assumptions and estimates may not be realized. In connection with the transactions contemplated by the merger agreement, however, our management prepared the Projections and the Extended Financial Projections. The Projections and the Extended Financial Projections were not prepared with a view toward public disclosure and, accordingly, do not necessarily comply with published guidelines of the SEC or established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information or generally accepted accounting principles (GAAP). Neither our independent registered public accounting firm, nor any other accounting firm, has compiled, examined, audited or performed any procedures with respect to the Projections or the Extended Financial Projections or expressed any opinion or any other form of assurance regarding this information or its achievability.

        The table below presents a summary of the Projections for fiscal years 2018 through 2020, a summary of extrapolations of the Projections for fiscal years 2021 through 2022, based on and extrapolated from such Projections, and projected unlevered free cash flow for fiscal years 2023 through 2032, all as prepared by our management and provided to our board in their evaluation of the merger agreement, and in each case as provided to Evercore for, at our instruction, its use and reliance in connection with its financial analyses and opinion to the board as described above under the heading "—Opinion of CommerceHub's Financial Advisor." We also provided the Projections to GTCR and Sycamore.

50

Table of Contents

        The table below is included solely to provide CommerceHub stockholders access to the Projections and Extended Financial Projections made available to our board, Evercore, and GTCR and Sycamore, as applicable, in connection with their evaluation of the merger and is not included in this proxy statement to influence any stockholder's decision whether to vote for the merger agreement or for any other purpose.

        The Projections and Extended Financial Projections, while presented with numerical specificity, were based on numerous variables and assumptions that necessarily involve judgments with respect to, among other things, future economic, competitive, regulatory, and financial market conditions, all of which are difficult or impossible to predict and many of which are beyond our control. The Projections and Extended Financial Projections also reflect assumptions as to certain business decisions that are subject to change. Given that the Projections and Extended Financial Projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year. Important factors that may affect actual results and the achievability of the Projections and Extended Financial Projections include, but are not limited to, market acceptance and performance of our products and services, competitive issues, general market conditions, regulatory matters and changes in law affecting our business, and the Risk Factors described in the 2017 Annual Report and subsequent Quarterly Reports on Form 10-Q and other reports we file with the SEC. See also the section entitled "Cautionary Statement Concerning Forward-Looking Statements" in this proxy statement.

        In addition, the Projections and Extended Financial Projections reflect assumptions that are subject to change and are susceptible to multiple interpretations and periodic revisions based on actual results, revised prospects for our business, changes in general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated when the Projections and Extended Financial Projections were prepared. In addition, the Projections and Extended Financial Projections may be affected by our ability to achieve strategic goals, objectives, and targets over the applicable period. Accordingly, actual results will differ, and may differ materially, from those contained in the Projections and Extended Financial Projections. In addition, the Projections and Extended Financial Projections do not take into account any circumstances, transactions or events occurring after the date on which the Projections and Extended Financial Projections were prepared and do not give effect to any changes or expenses as a result of the merger or any effects of the merger. There can be no assurance that the financial results in the Projections and Extended Financial Projections will be realized, or that future actual financial results will not materially vary from those estimated in the Projections and Extended Financial Projections.

        The Projections and Extended Financial Projections include non-GAAP measures of Adjusted Gross Profit, Adjusted EBITDA and unlevered free cash flow. We report Adjusted EBITDA in our reports filed with the SEC because management considers Adjusted EBITDA in reviewing our financial performance because we feel it is a relevant measure of the overall efficiency of our business model. Adjusted EBITDA (as well as Adjusted Gross Profit and unlevered free cash flow, as set forth below) is not a substitute for, or superior to, and should be considered only in addition to, net income (or the applicable comparable measure) calculated in accordance with GAAP, reports of which on a historical basis may be found in our 2017 Annual Report and subsequent Quarterly Reports on Form 10-Q. In addition, our computation of the non-GAAP measures described below may not be comparable to other similarly titled measures computed by other companies, because all companies do not calculate these measures in the same fashion.

51

Table of Contents

        The following is a summary of management's Projections for fiscal years 2018 through 2020 and extrapolations of the Projections for fiscal years 2021 and 2022 (dollars in millions):

        The following is a summary of management's unlevered free cash flow projections for fiscal years 2023 through 2032 (dollars in millions):