Agenda Financials Historical trends Forecasts Operating Metrics

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Presentation transcript:

Agenda Financials Historical trends Forecasts Operating Metrics Comparable Transaction Multiples Potential Structures Next steps

Pro forma Historical P&L Comments Revenue stated as if each business was owned all years SkillJam wholly owned by FUN Worldwinner acquired by FUN in March ‘06 Teagames acquired by FUN in August ‘06 2007 costs/EBITDA is pro forma, including only businesses to be contributed to GSN Prior year costs not available on a pro forma basis

Summary of P&L Forecasts 2008 – 2010 by Case (1) Excludes acquired Free Games revenue of $4.3MM, $10.7MM, and $14.8MM in 2008, 2009, and 2010 respectively (2) Free Games SG&A comprises all operating expenses (salaries, marketing, etc.) associated with the new venture. Total Marketing (excludes Free Games marketing expense) is calculated as the greater of 10% of revenue (excluding Free Games) or ~ 1.9X the registration rate per annum

Tournament Revenue Drivers Net Adjusted Revenue (NAR) Cash entry fees less player winnings Cash Entry Fee (CEF) Gross fees paid by active money players to participate in tournaments CEF / Active Money Player Active Money Players CEF / Game Games / Active Attrition Rate Conversion Rate Existing Money Players Registrants

Operating Metrics

Wheel of Fortune and Jeopardy Contribution to FUN* *Rough estimate of Wheel of Fortune and Jeopardy contribution and is before any detailed estimates for title specific marketing and/or development

Comparable Transaction Multiples

Structure Options Outright purchase Base to mid-case total value for FUN (approx $120mm) Likely an additional write-down for Liberty Purchase with performance-driven bonus payment Up front payment based on lower total value for FUN (approx $100mm) Bonus payment(s) over 1 or 2 years, max Several options for bonus calculation Revenue multiple (exposes SPE to risk of uneconomic growth to earn bonus) EBITDA multiple (exposes SPE to challenge of tracking costs appropriately in combined business) ARPU or other performance metric Some combination of above Bonus payments to properly adjust for WOF and Jeopardy revenue (we don’t pay for own value) Purchase with higher payment and clawback Highest upfront valuation ($180mm?) May enable Liberty to avoid writedown, but entails some collection and accounting risk for SPE For any of above, consider alternative sources for payment (eg – from GSN proceeds) or other opportunities for favorable tax treatment

Next Steps Complete external legal assessment Initiate interim Liberty communication, if any, to advise that SPE is assessing legal risk Additional interim communication regarding valuation falling short of $180mm Agree on proposal to make to Liberty Structure and price Positioning given likely Liberty concerns (eg – tax, write-offs) Update SCA and Howard/Nicole Any clarity on Tokyo position on business Early overview of offer proposal Discuss expected timing of non-binding LOI (e.g., within 2 weeks if Liberty accepts) Contact Liberty with Proposal Michael Lynton to call Maffei Communicate valuation and structure Discuss legal diligence hurdle and next steps Comment on alternatives to be pursued if deal ultimately doesn’t happen