SPE INTERNAL FUN FINANCIAL UPDATE July 23, 2008. 1 Executive Summary FUN provided an updated forecast 2008 – 2010 –No Free Games ($2.2MM, $6.3MM, $9.4MM.

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Presentation transcript:

SPE INTERNAL FUN FINANCIAL UPDATE July 23, 2008

1 Executive Summary FUN provided an updated forecast 2008 – 2010 –No Free Games ($2.2MM, $6.3MM, $9.4MM EBITDA impact 2008 – 2010) –Reduced revenue associated with player lifetime value (i.e., revenue per active money player, attrition rate, etc.) and 3 rd party ad networks –Increased revenue attributed to direct-to-consumer advertising yields and distribution deals Based on revised projections and further diligence our base case valuation remains unchanged at approximately $100MM –Base case valuation of $105.0MM driven by execution risk associated with forecasted growth –Best case valuation of $127.0MM based on updated projections excluding speculative revenue incremental to previous forecast We recommend offering Liberty three options A)$100mm upfront payment with a significant earn-out B)Approximate $120mm upfront payment with no earn-out provision C)Structure a partnership

2 Revised FUN Forecast and Key Metrics 2008 – 2010 vs. Original Projections Note: Reference appendix (page #7-8) for full P&L detail

3 Updated Forecast Adjustments to Revenue by Operating Category Note: Reference appendix (page #9) for complete revenue bridge comparison. Net Revenue Increase / (Decrease) differs from previous page due to inconsistent data provided by FUN.

4 Based on Revised FUN Projections We Developed Updated Best and Base Case Valuation Methodologies FUN Management revised projections excluding recent revenue increases, primarily attributed to: –Direct-to-consumer (D-T-C) advertising –GSN optimization –Yahoo! distribution deal –New distribution partners in 2009 and 2010 We may be able to give FUN more credit for revenue increases from Yahoo and D-T-C. However, we have not yet received actual performance data to support such an increase Applies further 25% reductions to Best Case based on potential execution risk for the following line items: –Player value impact –Current distribution partner optimization (MyPoints, CotterWeb) –Yahoo! distribution deal –Other new distribution deals –Hasbro content –Change in tournament mix Best Case Base Case

5 Revised SPT Cases Suggest a Valuation Range of $100MM - $125MM Comps Analysis DCF Analysis Revenue and EBITDA figures for comps analysis based on 2007 actuals

6 Alternative Acquisition Structures Pay Liberty the highest justifiable value today – $125MM valuation – Sony pays $62.5MM at close for 50% of FUN Deal excludes earn-out $125MM Valuation $100MM Valuation Plus Earn-outs Pay Liberty based on more conservative valuation – $100MM valuation at close (Sony pays $50MM for 50% of FUN) – Earn-outs up to an implied value of $180MM (Sony pays another $40MM) Earn-outs are paid after Valuation for earn-outs is based on a DCF of 2008 through 2010 EBITDA using a 16% discount rate and 8x exit multiple – Enables Liberty to receive their full asking price if earn-outs are achieved

7 If Liberty Will Not Accept Our Acquisition Alternatives We Will Be Forced to Structure an Arm’s Length Partnership Move from casual partnership to structured arms-length agreements for all coordinated activities Include a put/call provision in the GSN agreement Sub-lease GSN office space to FUN at market rates as needed Develop new governance model (e.g., board level reviews) Recruit additional management to ensure proper corporate governance of the separate entities (e.g., second general counsel to support/manage GSN/FUN joint deals and/or GSN stand-alone deals) Construct marketing spend agreement across the two business to achieve purchasing scale

8 APPENDIX

9 Comparison of FUN Revised vs. Original P&L Including Free Games

10 Summary of Revenue Growth 2008 – 2010: Original vs. Revised Projections -Significant Increases

11 Summary of Revenue Growth 2008 – 2010 by Case

12 Valuation Summary

13 Comparable Transaction Multiples Revenue and EBITDA figures for comps analysis based on 2007 actuals