UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to §240.14a-12 MARTHA STEWART LIVING OMNIMEDIA, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): x No fee required. o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: o Fee paid previously with preliminary materials. o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: TABLE OF CONTENTS Sequential Brands Group, Inc. th 5 Bryant Park, 30 Floor New York, NY 10018 NOTICE OF WRITTEN CONSENT AND INFORMATION STATEMENT WE ARE NOT ASKING SEQUENTIAL STOCKHOLDERS FOR A PROXY AND SEQUENTIAL STOCKHOLDERS ARE REQUESTED NOT TO SEND US A PROXY. To the Stockholders of Sequential Brands Group, Inc.: Sequential Brands Group, Inc. (which we refer to as “Sequential”) and Martha Stewart Living Omnimedia, Inc. (which we refer to as “MSLO”) have entered into an Agreement and Plan of Merger, dated as of June 22, 2015, as it may be amended from time to time (which we refer to as the “merger agreement”). Pursuant to the terms of the merger agreement, MSLO and Sequential will become wholly owned subsidiaries of a newly formed company, which is currently named Singer Madeline Holdings, Inc. (which we refer to as “Holdings”). We expect at closing Holdings to be renamed “Sequential Brands Group, Inc.” and shares of Holdings common stock, par value $0.01 per share (which we refer to as “Holdings common stock”), to be traded on the Nasdaq under the symbol “SQBG.” If the proposed transaction is consummated, MSLO’s stockholders will receive cash and/or shares of Holdings common stock, as calculated in accordance with the merger agreement. Specifically, for each share of MSLO common stock they own, MSLO’s stockholders will have an opportunity to elect to receive either $6.15 in Holdings common stock or $6.15 in cash, subject to certain conditions and potential proration, as set forth in the merger agreement and further described in this combined statement/prospectus. MSLO stockholders who do not make an election shall receive, for each share of MSLO common stock they own immediately prior to the MSLO merger, either $6.15 in cash or the same number of shares of Holdings common stock as if they had made a stock election, subject to proration as set forth in the merger agreement. The aggregate amount of cash to be paid to MSLO stockholders is fixed in the merger agreement at $176,681,757.15, an amount that is equal to approximately 50% of the total consideration to be paid to holders of MSLO common stock in connection with the proposed transaction. Pursuant to the merger agreement, Sequential stockholders will receive, for each share of Sequential common stock they own as of immediately prior to the proposed transaction, one share of Holdings common stock. Under Section 251(c) of the General Corporation Law of the State of Delaware (which we refer to as the “DGCL”), Sequential’s stockholders are required to approve the merger agreement providing for the merger of Singer Merger Sub, Inc. with and into Sequential (which we refer to as the “Sequential merger”). In addition, pursuant to applicable Nasdaq Listing Rules, the issuance of Holdings shares in the MSLO merger is deemed an issuance by Sequential. Because the number of shares of Holdings common stock to be issued in connection with the MSLO merger will have, upon issuance, voting power equal to or in excess of 20% of the voting power of Sequential outstanding before such issuance, Nasdaq Listing Rule 5635(a) requires the approval of the holders of a majority of the issued and outstanding shares of common stock of Sequential of such issuance. Following the execution of the merger agreement, certain Sequential stockholders that beneficially owned, in the aggregate, 20,252,355 shares of Sequential’s common stock, or approximately 51% of the shares of Sequential’s common stock outstanding and entitled to vote on such matters as of June 22, 2015 executed a written consent in lieu of a meeting and, on June 22, 2015, delivered such written consent to Sequential, adopting and approving the merger agreement and the transactions contemplated thereby, including the Sequential merger, and the issuance of shares of Holdings common stock as a portion of the consideration for the proposed transaction in accordance with Nasdaq Listing Rule 5635(a). As a result, no further action by any other Sequential stockholder is required to approve the merger agreement or the transactions contemplated thereby, including the issuance of shares of Holdings common stock. Sequential has not solicited and will not be soliciting your authorization or approval of the merger agreement or the transactions contemplated thereby. We are furnishing this Notice of Written Consent and the accompanying combined statement/prospectus to provide you with material information concerning the actions taken in connection with the written consent in accordance with the requirements of the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder, including Regulation 14C. This Notice of Written Consent and the accompanying combined statement/prospectus also constitute notice to you under Section 228 of the DGCL of the actions taken by written consent. Thank you for your continued interest in Sequential. Information about the proposed transaction is contained in the accompanying combined statement/prospectus. We encourage you to read this entire combined statement/prospectus carefully, including the section titled “Risk Factors” beginning on page 37. BY ORDER OF THE BOARD OF DIRECTORS /s/ William Sweedler William Sweedler Chairman of the Board of Directors Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this combined statement/prospectus or determined that this combined statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense. This combined statement/prospectus is dated October 27, 2015 and is first being mailed to stockholders of Sequential on or about October 27, 2015. TABLE OF CONTENTS TO THE STOCKHOLDERS OF MARTHA STEWART LIVING OMNIMEDIA, INC. MERGER PROPOSAL — YOUR VOTE IS VERY IMPORTANT Dear Stockholders of Martha Stewart Living Omnimedia, Inc.: Martha Stewart Living Omnimedia, Inc. (“MSLO”) invites you to attend a special meeting of its stockholders to be held on December 2, 2015, to consider and vote on a proposal to adopt an Agreement and Plan of Merger between MSLO and Sequential Brands Group, Inc. (“Sequential”), dated as of June 22, 2015, and pursuant to which MSLO and Sequential will become wholly owned subsidiaries of a newly formed holding company, Singer Madeline Holdings, Inc. (“Holdings”). We believe this proposed transaction provides an excellent opportunity for MSLO to join Sequential’s strong consumer brands platform and for MSLO’s stockholders to receive significant value for their shares of MSLO common stock. If the proposed transaction with Sequential is consummated, MSLO’s stockholders will receive cash and/or shares of Holdings common stock, as calculated in accordance with the merger agreement. Specifically, for each share of MSLO common stock they own, MSLO’s stockholders will have an opportunity to elect to receive either $6.15 in Holdings common stock or $6.15 in cash, subject to certain conditions and potential proration, as set forth in the merger agreement and further described in this combined statement/prospectus. MSLO stockholders who do not make an election shall receive, for each share of MSLO common stock they own immediately prior to the MSLO merger, either $6.15 in cash or the same number of shares of Holdings common stock as if they had made a stock election, subject to proration as set forth in the merger agreement. The aggregate amount of cash to be paid to MSLO stockholders is fixed in the merger agreement at $176,681,757.15, an amount that is equal to approximately 50% of the total consideration to be paid to holders of MSLO common stock in connection with the proposed transaction. For each share of MSLO common stock with respect to which an MSLO stockholder has made a stock election, such stockholder will receive $6.15 worth of shares of Holdings common stock. The market prices of Sequential common stock and MSLO Class A common stock will fluctuate before the proposed transaction is completed and the exchange ratio used to determine the number of shares of Holdings common stock ultimately received by MSLO stockholders will depend on the volume weighted average price per share of Sequential common stock during the five-day period before the transaction is completed. Therefore, MSLO stockholders who elect to receive all or a portion of their consideration for the MSLO merger in Holdings common stock will not know the exact number of shares of Holdings common stock they will receive until the proposed transaction is completed. Provided the other conditions to the consummation of the transaction are satisfied, we expect that the proposed transaction will be completed shortly after the holders of MSLO’s common stock vote to approve the proposed transaction at the MSLO special meeting. Holdings intends to apply to list its common stock on the Nasdaq under the symbol “SQBG,” subject to official notice of issuance, and, following consummation of the transaction, we anticipate that Holdings will change its name to “Sequential Brands Group, Inc.” Consummation of the proposed transaction with Sequential is contingent upon, among other things, the approval of both (1) holders of at least a majority in combined voting power of the outstanding MSLO Class A common stock and MSLO Class B common stock and (2) holders of at least 50% in voting power of the outstanding MSLO Class A common stock not owned, directly or indirectly, by Martha Stewart and her affiliates. Martha Stewart and her affiliates own all of the outstanding MSLO Class B common stock. THE MSLO BOARD OF DIRECTORS RECOMMENDS THAT THE MSLO STOCKHOLDERS VOTE “FOR” EACH OF THE PROPOSALS TO BE CONSIDERED AT THE MSLO SPECIAL MEETING. Information about the special meeting, the proposed transaction, the consideration for the proposed transaction and other business to be considered by MSLO stockholders is contained in this combined statement/prospectus and the documents incorporated by reference. We encourage you to read this entire combined statement/prospectus carefully, including the section titled “Risk Factors” beginning on page 37. Your vote is very important. Whether or not you plan to attend the special meeting, please submit a proxy to vote your shares as soon as possible to make sure your shares are represented at the meeting. Your failure to vote will have the same effect as voting against the proposal to adopt the merger agreement. Sincerely, /s/ Daniel W. Dienst /s/ Martha Stewart Daniel W. Dienst Martha Stewart Chief Executive Officer Founder Martha Stewart Living Omnimedia, Inc. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this combined statement/prospectus or determined that this combined statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense. This combined statement/prospectus is dated October 27, 2015 and is first being mailed to the stockholders of MSLO on or about October 27, 2015. TABLE OF CONTENTS MARTHA STEWART LIVING OMNIMEDIA, INC. th th 601 West 26 Street, 9 Floor, New York, NY 10001 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS October 27, 2015 The Board of Directors of Martha Stewart Living Omnimedia, Inc. (“MSLO”), a Delaware corporation, has called for a special th th meeting of the stockholders of MSLO, to be held at MSLO’s headquarters, 601 West 26 Street, 9 Floor, New York, NY 10001, on December 2, 2015 at 9:00 a.m., local time. The purposes of the meeting are to: • consider and vote on a proposal to approve and adopt the Agreement and Plan of Merger, dated as of June 22, 2015 (as it may be amended from time to time, the “merger agreement”), between MSLO, Sequential Brands Group, Inc., a Delaware corporation (“Sequential”), Singer Madeline Holdings, Inc., a Delaware corporation (“Holdings”), Singer Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Holdings, and Madeline Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Holdings (which will be merged with and into MSLO in a transaction we refer to as the “MSLO merger”). We refer to this proposal as the “MSLO merger proposal.” A copy of the merger agreement is attached as Annex A to the combined statement/prospectus accompanying this notice; • consider and vote on a proposal to adjourn the MSLO special meeting, if necessary or advisable, to solicit additional proxies if there are not sufficient votes to approve the MSLO merger proposal (which we refer to as the “MSLO adjournment proposal”); and • consider and vote on a nonbinding, advisory proposal to approve certain compensation that may be paid to MSLO’s named executive officers in connection with the consummation of the MSLO merger (which we refer to as the “MSLO compensation proposal”). After careful consideration, the MSLO Board of Directors, on June 22, 2015, acting upon the recommendation of a special committee comprised solely of independent directors, has, by resolutions duly adopted by a vote of all members of the MSLO Board of Directors other than Martha Stewart (who recused herself), (i) determined that the merger agreement and the transactions contemplated therein, including the MSLO merger, are fair to, and in the best interests of, MSLO and its stockholders, (ii) approved and adopted the merger agreement, including the MSLO merger, (iii) approved and declared advisable the merger agreement and the consummation of the transactions contemplated therein and (iv) recommended that the stockholders of MSLO adopt the merger agreement and approve the transactions contemplated by the merger agreement. THE MSLO BOARD OF DIRECTORS RECOMMENDS THAT THE MSLO STOCKHOLDERS VOTE “FOR” EACH OF THE MSLO MERGER PROPOSAL, THE MSLO ADJOURNMENT PROPOSAL AND THE MSLO COMPENSATION PROPOSAL. Only stockholders of record of MSLO Class A common stock and MSLO Class B common stock as of the close of business on October 26, 2015, the record date, are entitled to receive notice of the MSLO special meeting and to vote at the MSLO special meeting or any adjournments or postponements thereof. We cannot complete the transactions contemplated by the merger agreement without the approval of the MSLO merger proposal. Assuming a quorum is present at the special meeting, approval of the MSLO merger proposal requires the affirmative vote of both (1) holders of at least a majority in combined voting power of TABLE OF CONTENTS the outstanding MSLO Class A common stock and MSLO Class B common stock and (2) holders of at least 50% in voting power of the outstanding MSLO Class A common stock not owned, directly or indirectly, by Martha Stewart and her affiliates. Martha Stewart and her affiliates own all of the outstanding MSLO Class B common stock. For more information about the proposed transactions contemplated by the merger agreement, please review carefully the accompanying combined statement/prospectus, including documents incorporated by reference therein, and the merger agreement attached to it as Annex A. As a stockholder of record, you are cordially invited to attend the special meeting in person. In order to attend the MSLO special meeting, you will need to print an admission ticket in advance by visiting www.proxyvote.com and following the instructions provided (you will need the 16 digit number included on your proxy card to receive an admission ticket). All stockholders should bring photo identification. Your vote is very important. Whether or not you plan to attend the MSLO special meeting, please vote in advance by proxy in whichever way is most convenient — in writing, by telephone or by the Internet. If your shares are held in the name of a broker or other nominee, please follow the instructions on a voting instruction card furnished by the record holder. If you have any questions concerning the merger agreement or the transactions contemplated by the merger agreement or this combined statement/prospectus, would like additional copies or need help voting your shares of MSLO common stock, please contact MSLO’s proxy solicitor: D. F. King & Co., Inc. 48 Wall Street New York, NY 10005 Toll-free: (866) 304-5477 e-mail: TABLE OF CONTENTS ADDITIONAL INFORMATION This combined statement/prospectus incorporates important business and financial information about Sequential and MSLO from other documents that Sequential and MSLO have filed with the U.S. Securities and Exchange Commission, which we refer to as the “SEC,” and that are not included in or delivered with this combined statement/prospectus. This information is available to you without charge upon your request. You can obtain the documents incorporated by reference into this combined statement/prospectus by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers: Sequential Brands Group, Inc. Martha Stewart Living Omnimedia, Inc. 5 Bryant Park, 30th Floor 601 West 26th Street, 9th Floor New York, NY 10018 New York, NY 10001 (646) 564-2577 (212) 827-8000 Investors may also consult Sequential’s and MSLO’s websites under the respective investor relations links for more information concerning the proposed transaction described in this combined statement/prospectus. Sequential’s website is http://sequentialbrandsgroup.com/. MSLO’s website is http://www.marthastewart.com/. Information included on either of these websites is not incorporated by reference into this combined statement/prospectus. If you are a MSLO stockholder and would like to request any documents, please do so by November 24, 2015, five business days prior to the date of the MSLO special meeting, in order to receive them before the MSLO special meeting. For more information, see “Where You Can Find More Information.” ABOUT THIS COMBINED STATEMENT/PROSPECTUS This combined statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by Singer Madeline Holdings, Inc., referred to as “Holdings” (File No. 333-205940), constitutes a prospectus of Holdings under Section 5 of the Securities Act of 1933, as amended, referred to as the “Securities Act,” with respect to the shares of Holdings common stock to be issued to Sequential stockholders and MSLO stockholders pursuant to the merger agreement. This combined statement/prospectus also constitutes a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended, referred to as the “Exchange Act,” with respect to the MSLO stockholders and an information statement under Section 14(c) of the Exchange Act with respect to the Sequential stockholders. It also constitutes a notice of meeting with respect to the special meeting of MSLO stockholders and a notice of written consent with respect to the Sequential stockholders. You should rely only on the information contained in or incorporated by reference into this combined statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this combined statement/prospectus. You should not assume that the information contained in, or incorporated by reference into, this combined statement/prospectus is accurate as of any date other than the date of this combined statement/prospectus. Neither our mailing of this combined statement/prospectus to Sequential stockholders or MSLO stockholders, nor the issuance by Holdings of common stock in connection with the mergers, will create any implication to the contrary. This combined statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this combined statement/prospectus regarding Sequential has been provided by Sequential and information contained in this combined statement/prospectus regarding MSLO has been provided by MSLO. Unless otherwise indicated or as the context otherwise requires, all references in this combined statement/prospectus to: • “combined company” refers collectively to Holdings, Sequential and MSLO, following completion of the mergers; TABLE OF CONTENTS • “Holdings” refers to Singer Madeline Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Sequential (before the mergers) that will issue the shares registered pursuant to the prospectus contained herein and become the parent of Sequential and MSLO after the mergers; • “Holdings common stock” refers to the common stock of Holdings, par value $0.01 per share; • “Madeline Merger Sub” refers to Madeline Merger Sub, Inc., a wholly owned subsidiary of Holdings; • “mergers” refers collectively to the Sequential merger and the MSLO merger; • “merger agreement” refers to the Agreement and Plan of Merger, dated as of June 22, 2015, and as it may be amended from time to time, by and among Sequential, MSLO, Holdings, Singer Merger Sub and Madeline Merger Sub, a copy of which is attached as Annex A to this combined statement/prospectus and is incorporated herein by reference; • “MSLO” refers to Martha Stewart Living Omnimedia, Inc., a Delaware corporation; • “MSLO Class A common stock” refers to the Class A common stock of MSLO, par value $0.01 per share; • “MSLO Class B common stock” refers to the Class B common stock of MSLO, par value $0.01 per share; • “MSLO common stock” refers to the MSLO Class A common stock and the MSLO Class B common stock, collectively; • “MSLO merger” refers to the merger of Madeline Merger Sub with and into MSLO, with MSLO surviving the merger as a wholly owned subsidiary of Holdings; • “Sequential” refers to Sequential Brands Group, Inc., a Delaware corporation; • “Sequential common stock” refers to the common stock of Sequential, par value $.001 per share; • “Sequential merger” refers to the merger of Singer Merger Sub with and into Sequential, with Sequential surviving the merger as a wholly owned subsidiary of Holdings; • “Singer Merger Sub” refers to Singer Merger Sub, Inc., a wholly owned subsidiary of Holdings; and • “we,” “our” and “us” refer to Holdings, Sequential and MSLO, collectively. TABLE OF CONTENTS TABLE OF CONTENTS Page QUESTIONS AND ANSWERS 1 SUMMARY 14 The Companies 14 The Mergers and the Merger Agreement 16 Comparative Stock Prices and Dividends 28 The MSLO Special Meeting 28 Selected Historical Financial Data of Sequential 30 Selected Historical Financial Data of MSLO 32 Summary Unaudited Pro Forma Condensed Combined Financial Information 33 Equivalent and Comparative Per Share Information 35 RISK FACTORS 37 Risks Related to the Mergers 37 Risks Related to the Business of the Combined Company Upon Completion of the Mergers 43 Risks Related to MSLO and Sequential and Holdings After the Mergers 46 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 47 THE COMPANIES 49 THE MERGERS 52 Effects of the Mergers 52 Background of the Mergers 52 Consideration 68 Election Procedures 69 Financing of the Mergers 69 Certain Governance Matters Following the Mergers 71 Accounting Treatment 71 Regulatory Clearances for the Mergers 71 Litigation Related to the Mergers 71 Listing of Holdings Common Stock 72 Delisting and Deregistration of Sequential Common Stock and MSLO Class A Common Stock 72 Combined Company Corporate Offices 73 Plans for the Combined Company 73 DESCRIPTION OF THE MERGER AGREEMENT 74 The Mergers 74 Closing and Effective Time of the Mergers 74 Directors and Officers 75 Sequential Merger Consideration for Sequential Stockholders 75 MSLO Merger Consideration for MSLO Stockholders 75 Treatment of Sequential Stock Options and Other Stock-Based Awards 78 Treatment of MSLO Stock Options and Other Stock-Based Awards 79 i