CONFIDENTIAL SPE Monetization Opportunities April 2010 DRAFT.

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Presentation transcript:

CONFIDENTIAL SPE Monetization Opportunities April 2010 DRAFT

page 1 Executive Summary DRAFT SPE is currently in the process of pursuing the sale of two assets –Discussions for a potential sale of SPE’s participation in Spider-Man Merchandise will begin in late May –We are in active discussions for the sale of SPE’s interest in Shine There may be an opportunity to pursue two additional opportunities, subject to resolving issues –SPT is defining a process to determine IGT’s interest in extending their Wheel of Fortune Game of Chance rights into perpetuity; however we do not know IGT’s current interest or wherwithal for the deal –A sale of SPE’s Music Publishing Library could yield a significant gain for SPE but would need to address potential concerns by SPE Legal and may not yield a Sony Corporate gain if sold to Sony ATV Other opportunities have been identified but are on hold as we explore the above deals –A sale of our remaining interest in GSN could yield a significant gain, but timing is out of our control –A sale of FilmFlex likely requires renewal of Virgin deal and further expansion to attract buyers (which may delay a deal beyond the current fiscal year) and the asset has some ongoing strategic value –Exercising our put option for our remaining interest in HBO Latin America would decrease our visibility into a large and strategically important region –We have had in-bound interest in Imageworks and could seek financing for SPA films simultaneously  Financial benefits of an Imageworks sale may not merit the strategic risk of selling these assets  SPA financing would have cash benefit in the year, but no EBIT benefit until release DRAFT

page 2 Potential Monetization Summary DRAFT (a) Entity figures may differ from SPE figures due to fiscalization of amounts

page 3 Spider-Man Merchandise Revenue SPE Participation in S-M Merchandise Revenue DescriptionSPE 25% share in Spider-Man merchandise revenue FY08EFY09EFY10EFY11PFY12P SPE EBIT*$50.4MM$50.2MM$31.2MM$30.0MM$36.8MM Key Considerations Sale makes sense if valuation captures potential upside driven by Disney without impacting promotional benefits to our films Adjusting SPE retail controls could capture a premium Completed episodes of S-M animated series could be added to deal to close or potentially extract minor increase in valuation Valuation Basis Low case assumes future cash flows in-line with historical average, excluding Disney uplift High case assumes future cash flows include uplift from Disney Int’l sales and other outlets and elimination of 3 rd party agency fees DRAFT

page 4 Shine Key Considerations To date, Shine has been unable to find a buyer for SPE’s stake at the minimum price of $73.5MM agreed upon in March 2009 SPE is in the process of negotiating a revised offer with Shine at a valuation range of $50MM–$60MM with potential upside Valuation Basis DCF analysis based on terminal value range of 5x–7x EBITDA and 10% discount rate Implied multiple of 0.8x-1.0x FY10E revenue and 9.1x-11.3x EBITDA Shine Description Leading UK production super-indie with ownership of Reveille in U.S. and Metronome in Scandinavia Equity Ownership 20% SPE; 53% Elizabeth Murdoch; 27% other CY09ACY10ECY11ECY12E Revenue(100%)$469MM$532MM$592MM$642MM EBIT (100%)$41MM $55MM$64MM SPE EBIT$6MM$5MM$7MM$9MM DRAFT

page 5 Music Publishing Background Transaction was last reviewed in detail in 2005; will need to engage with Legal to more accurately update the current state- of-play As of 2005, Library included over 300,000 music cues and 9,000 songs SPE had a worldwide publishing administration agreement with Sony/ATV Music Publishing which was set to expire at the end of 2006 but we believe was renewed Concerns as of 2005 Legal expressed concerns relating to risk that buyer restricts SPE's future access to the content for our own productions and does not provide accurate accountings (jeopardizing relationships with profit participants) Sony ATV may have concerns if the asset is sold to a 3rd party Valuation Basis Limited comparable data is available, but assuming a 10x multiple, a transaction would yield between $95MM and $115MM Industry multiples as of approached 15x, but we adjust downward for the 20+% decrease in the overall market When Columbia last sold its music library, the buyer paid a multiple of 10.5x, although this is a very dated comp (1988) Music Publishing Description Wholly owned music publishing entity with music rights to current and previous SPE television and film properties Equity Ownership100% SPE FY07FY08FY09FY10 Revenue (100%)$17MM$18MM$17MM Less: Participations($3MM) SPE EBIT*$14MM *Numbers may not foot due to rounding 1) Music Revenues are after Sony/ATV’s 10% administration fee DRAFT

page 6 GSN Key Considerations Sizeable divestiture; sale of our 35% stake could generate ~$270MM of cash and ~$200MM in EBIT May be difficult to entice DirecTV to acquire in the near-term Buy/sell or put/call provisions are not triggered until December 2011 Valuation Basis Value estimate based on recent transaction values, may be at high-end of range –GSN valued at $600MM –FUN valued at $180MM –Implied combined value of $780MM GSN Description Cable network with a primary programming focus on game show content with distribution to over 66MM homes Equity Ownership 35% SPE; 65% DirecTV CY07ACY08ACY09ACY10E*CY11E*CY12E* Revenue (100%)$126M$134M$218M$231M$261M$292M EBIT (100%) (1) $26.7M$47.4M$51.5M$65.5M$83.4M$108.0M SPE EBIT$13.8M$19.9M$20.8M$22.9M$29.2M$37.8M * Includes pro forma acquisition of CPM Star and Mesmo (base case) (1) CY07 and CY08 EBIT is before audit adjustments DRAFT

page 7 FilmFlex DescriptionUK VOD service on Virgin Media Equity Ownership 50% SPE; 50% Disney FY08AFY09AFY10EFY11EFY12E Revenue(100%)$56MM$49MM$50MM$58MM$64.5MM EBIT (100%)$5.3MM$5.5MM$2.6MM$5.1MM$5.4MM SPE EBIT$1.9MM$2.3MM$1.3MM$2.2MM$2.4MM NOTE: projections do not include potential expansion to broadband and new territories Key Considerations 2 years remaining on carriage agreement with Virgin; currently negotiating renewal (which appears likely) If renewal is successful, Filmflex has growth potential through expanding to broadband and new territories which would significantly enhance valuation if sale can be delayed Without renewal venture to end in 3 years, with incentive for partners to cut costs and maximize value of remaining cash flow stream No obvious potential buyer – Disney has no desire to buy up and sale to Virgin would not generate attractive valuation Valuation Basis If assume projected expansion into new territories and platforms as well as terminal value of 6-8x based on long term growth, estimated value $30-$40MM (implied current EBITDA multiples of 7-10x) If assume carriage is not renewed (i.e. no terminal value or expansion potential), expected enterprise valuation of ~$10MM implying ~2-3x EBITDA Note: SPE and Disney bought ODG's share in 2008, at implied enterprise valuation of ~$40MM (excluding part of consideration paid in lieu of future dividends DRAFT

page 8 HBO Latin America Description Programs, operates, and distributes HBO and Cinemax channels across Latin America Equity Ownership 8.2% SPE, 11.8% Ole Communications, 80% TWE FY09AFY10AFY11EFY12E Revenue(100%)$328MM$333MM$374MM$408MM EBIT (100%)$51.9MM$38.1MM$54.2MM$72.6MM SPE EBIT (1)$17.7MM$12.9MM$1.4MM$TBDMM (1) FY10 includes SPE share up through 3/9/10; following the transaction, SPE’s share of distributions will be accounted for as Other Income (above EBIT); FY11 based on SPE’s share of an estimated $17.1MM in dividends; no forecast for FY12 Key Considerations SPE closed the sale of a 21.2% equity stake and certain voting rights in HBO Latin America Group (LAG) to Time Warner Entertainment (TWE) in March 2010 –Transaction based on a 100% valuation of $950MM –Generated cash of $217MM and gain of $201MM SPE has a put option for the remaining 8.2% equity stake, exercisable with 4 months prior notice Ownership interest provides visibility into a key region for the Networks’ business along with voting protections for our basic channels –If put exercised, SPE’s distribution agreements would be extended 5 years from the put date with a further 5 year extension at SPE’s option Valuation Basis Put contractually valued at $62.3MM and would generate an estimated gain of $38MM –Valuation based on 8.2% equity stake x $950MM valuation less $15.6MM already received for voting interest) –Value would escalate 5% per year for 5 years –After 5 years, put valued at 6.6% of Fair Market Value Gain would deduct remaining book value from equity interest sold plus the book value recorded on put option DRAFT

page 9 1) 3-yr forward average includes FY11, FY12 and FY13 2) Assumes SPE's basis is after deducting $1.8MM for Frameflow's 25% non-controlling interest in Imageworks India. Need to validate that Frameflow's stake would remain intact as part of the sale and not be liquidated page 9 Imageworks Key Considerations Imageworks is the sole low cost supplier of FX and animation to SPA and Columbia and may be viewed as a strategic necessity However, the visual effects business is low margin, highly competitive, and labor intensive, and Imageworks is only breakeven on standalone basis Valuation Basis Adjusted 2007 HL valuation down in 2 ways: oAdjusted mkt multiples down 21% for S&P 500 decline since July 2007 oAdjusted 3-yr forward avg EBITDA down from $11.7 mil to $10.9 mil for slight decline in Imageworks performance since 2007 Results in ~$50-$65 mil valuation vs. ~$70- $90 mil HL valuation in 2007 Image works Description State-of-the-art visual effects and character animation company majority owned and operated by SPE Equity Ownership100% SPE FY09AFY10EFY11EFY12E Revenue(100%)$137MM$182MM$155MM EBIT (100%)($40MM)$9MM$1MM$0MM EBITDA (100%)($26MM)$21MM$13MM$10MM SPE EBIT($38MM)$8MM$1MM$0MM