Value ConsiderationsCurrent SPE RelationshipHistory of Success Embassy Row Overview Creator of numerous successful game and reality shows including: –The.

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Presentation transcript:

Value ConsiderationsCurrent SPE RelationshipHistory of Success Embassy Row Overview Creator of numerous successful game and reality shows including: –The Power of 10 on CBS –The 9, online with Yahoo! –Buzz Session with Yahoo! –World Series of Pop Culture on VH1 –Grand Slam on GSN –Chain Reaction on GSN –Boy Meets Grill on Food Network SPE’s existing deal with Davies runs through Jan. 2, 2009 During this term SPE: –Funds $1.2MM of Embassy Row overhead –Recoups up to $600K in Executive Producer (EP) Fees –Receives all copyright to shows created by ER ER derives its profits from –EP fees –Mark-up on overhead charged to shows –Ongoing profit participation By acquiring ER, SPE: –Shifts Davies’ profit focus to the creation of new formats –Extends the relationship beyond the current term –Acquires ER’s existing profit streams Embassy Row 2007E profit of $3.4MM implies a value of $20MM - $40MM (1)(2) With successful new shows, value would be significantly higher Note: (1) DCF of $3.4MM in perpetuity at a 16.5% discount rate = $20MM (2) Based on a market multiple of 11.7x EBITDA of $3.4M = $39.8MM SPE plans to submit an LOI to acquire ER for $20MM up-front + $28MM in earn-outs A deal may require more than $50MM total consideration (tied to achieving higher EBITDA)

Format Development and Acquisition Management and Reporting Distribution with 2waytraffic Distribution without 2waytraffic Embassy Row Go-forward Operations Existing ER slate will be extended into syndication and formats sold abroad New formats will be based on SPE library product, new U.S.-based development, and acquired international formats Limited incremental investment will be required to expand the team, including 3 people acquiring international formats and 3 people developing additional show concepts in-house The business will be managed as an independent unit within SPT with a dedicated P&L ER will leverage 2waytraffic’s existing sales force to sell ER developed formats internationally Requires limited incremental investment in SPE HC (i.e., 3 additional sales people) to sell ER formats worldwide

Crackle Update The Grouper acquisition significantly increased our presence in online video –Secured a large audience that currently includes over 10MM monthly unique viewers –Provided a platform to market and distribute content online, reach a younger demo, create new distribution, and capture a greater share of growing online ad spend The Crackle re-launch positioned the service for continued growth in a competitive market –Shifted focus from technology to content and programming to differentiate the service –Emphasized higher quality, short-form video to attract top talent and advertisers Going forward, Crackle will expand to encompass all our online, ad-supported content –Leveraging a dedicated organization for original short-form content that debuts on Crackle and drives audience growth –Elevating the quality of content on Crackle with the addition of movies and television shows –Extending reach through a single distribution team that ensures Crackle content is widely available across partners and platforms

Potential TransactionFit with GSNFUN Overview GSN / FUN Games Investment Opportunity FUN Games is the largest division of FUN Technologies Offers casual games through Teagames –6MM monthly unique users Offers cash competition / skill games through WorldWinner –Distributes on AOL, MSN, Pogo.com, GSN.com, others –1.3MM active users FUN Games Forecast –2008E Revenues: $75MM –2008E EBITDA: $12.5MM David Goldhill was recently hired to run GSN and is also Chairman of FUN Goldhill believes combining the two will create the dominant cross-platform US casual game brand FUN diversifies GSN into faster growing revenue streams and provides casual games that appeal to GSN’s largely female audience FUN will leverage GSN game show brands to create new casual games Sony and Liberty each own 50% of GSN Liberty owns 100% of FUN –Acquired the portion of FUN Technologies it did not own at an implied total value of $206MM Liberty will either merge GSN with FUN Games or create a formal partnership If GSN and FUN merge, SPE may invest $100 - $150MM to maintain our 50% stake

BACK-UP (2 page version of GSN/FUN)

Business Overview Offers casual games through Teagames.com –Reaches nearly 6MM monthly unique visitors –Generates revenues through advertising Offers cash competition / skill games through WorldWinner.com –Distributes on AOL, MSN, Pogo.com, GSN.com –Reaches 1.3MM active users, 74% female –Generates revenue from hosting fees on cash competitions –Successful TV tie-ins include Family Feud and Lingo FUN Games Overview Ownership FUN Technologies is 100% owned by Liberty –Liberty acquired the portion of FUN it did not already own at an implied total value of $206MM FUN Games is the largest division of FUN Technologies 2008 Forecast Revenues: $75MM EBITDA: $12.5MM

The companies compete in large, related sectors that both remain fragmented –Casual game and game show audiences both skew toward older females –55 million Americans play casual games weekly but the category lacks a dominant player Together, GSN and FUN could become the leading cross-platform casual game brand –Companies have management ties through David Goldhill (GSN CEO, FUN Chairman) and are already beginning to derive benefits from a partnership –FUN has expertise in managing casual game platforms –GSN is the sole games-oriented TV platform A combination would drive efficiencies for both businesses –Diversifies GSN’s revenues and accelerates growth –Eliminates duplicative investments in online technology –Adds participatory elements throughout GSN’s TV schedule –Extends GSN TV brands into casual games –Leverages TV ad sales packaging and content across all platforms FUN Games and GSN Combination If GSN and FUN merge, SPE may invest $100 - $150MM to maintain our 50% stake Liberty will either merge GSN with FUN Games or create a formal partnership