GSN/FUN Key Deal Information March 2009. 2 Table of Contents.

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Presentation transcript:

GSN/FUN Key Deal Information March 2009

2 Table of Contents

3 SPE IMPACT

4 Section (A) - Gain Calculation

5 Section (B) – Cash Impact $600MM$180MMValuation % Sold / Bought15%35% Cash to (from) SPE$90MM($63MM) $27MMNet Cash to SPE Interim SPE Stake35% SPE Stake in GSN/FUN35% GSNFUN TRANSACTION ECONOMICS $95MMCash Balance at Deal Close Working Capital Needed Estimated Total Dividend SPE GSN Ownership Prior to Close SPE Share GSN Dividend LOW CASE MID CASE DIVIDEND HIGH CASE $95MM ($20MM)($5MM)($2MM) $75MM$90MM$93MM 50% $37.5MM$45MM$46.5MM

6 Section (C) – Forecasted EBIT Impact as Included in FY2010 Budget (Based on GSN Guidance)

7 GSN

8 Section (A) - Historical Actual P&L NOTE: Revenue figures for 2008 based on $0.04 / subscriber for DirecTV and inclusive of rate reserve for Comcast of $5.6MM; Fee per subscriber being looked into for 2007 data.

9 Section (B) - Historical Actual Balance Sheet

10 Section (C) - Historical Actual Statement of Cash Flows

11 Section (D) Historical Actual Cash Dynamic

12 Section (E) - Pro Forma Forecast 2009 – 2013 (1) Affiliate Sales based on DirecTV at $0.04 / sub

13 Section (E) – Comparison of Current vs. Original Forecast (1) Affiliate Sales based on DirecTV at $0.04 / sub

14 Section (G) - EY Forecast (Preliminary Draft)

15 Section (G) - GSN Valuation Sensitivity Table (from Pro Forma Forecast)

16 ISSUES TO DATE GSN’s affiliate agreement with DirecTV has been out of contract since February 2007 and is currently being renegotiated Since the expiration of the contract, DirecTV has paid a rate of $0.04 / sub as opposed to the previous rate of $0.082 The reduced rate caused a GSN earnings shortfall of $5.7MM in 2007 and $6.8MM in 2008 Section I - Summary of EBITDA Impact by Reducing the Affiliate Fee / Subscriber GO – FORWARD IMPACT If DirecTV does not true-up the affiliate fee payments by the earnings shortfall amount, GSN will have to restate 2007 – 2008 financials Restating financials could retroactively trigger the MFN provisions for Comcast and Echostar, increasing the total earnings shortfall by $9.6MM in 2007 and $10.1MM in 2008 If the MFN is not triggered and DirecTV rates continue at $0.04 / sub, GSN will forego approximately $7.8MM in 2009 EBITDA If the DirecTV rate triggers the MFN, GSN could lose approximately $18.1MM in 2009 EBITDA (1) Any change in affiliate revenue has no associated costs and therefore is a direct EBITDA impact

17 Section (L) - Summary of Comparable Company Transactions

18 FUN TECHNOLOGIES

19 Section (A) – Historical P&L 2006 – 2008 & Budget 2009

20 Section (B) - FUN Pro Forma Forecast

21 Section (B) - FUN Valuation Sensitivity Table (from Pro Forma Forecast)

22 Section (C) – Economics of Liberty’s Purchase of FUN Technologies (Implied Valuation)

23 Section (D) - Comparable Transaction Multiples NOTE: Revenue and EBITDA figures for comps analysis based on 2007 actuals

24 Section (F) - Comparison of Current vs. Prior Forecasts