Presentation is loading. Please wait.

Presentation is loading. Please wait.

India Investment Opportunity ETV Regional Channels July 27, 2011.

Similar presentations


Presentation on theme: "India Investment Opportunity ETV Regional Channels July 27, 2011."— Presentation transcript:

1 India Investment Opportunity ETV Regional Channels July 27, 2011

2 2  TV Networks are a key contributor to SPE’s overall profitability and growth, driven in large part by the success of Indian Networks  SPE’s seeks to expand beyond its focus on Northern Indian Hindi and English language channels to regional language channels in Southern India  Expanding into regional language channels would: − Give SPE’s networks a national footprint and improve competitive positioning − Capitalize on the growth in ad revenues for regional language channels in Southern India, which is outpacing the growth of Hindi language channels − Enable the Sony brand to better connect with 40% of the Indian population  SPE has an opportunity to acquire a controlling stake in ETV, the second largest group of regional channels in Southern India  SPE seeks approval to acquire a controlling stake subject to conditions for valuation, percent ownership, FYE12 cash outlay, and exit mechanism Executive Summary

3 Networks Importance to SPE; India Important to Networks Networks Diversifies revenue and profit base with higher growth and margins than content business lines Delivered 10-year CAGR of 17% for revenue and 43% for EBIT, with current EBIT margins of 21% India (add some bullets) 3 ($MMs) SPT Networks Revenue and EBIT growth 2002-2010 ($MMs) India Stats

4 India’s Importance as a Growth Driver Strong economic growth –India is expected to be among the top 3 economies in the world by 2050 –As GDP grows, consumers are attaining higher levels of disposable income –India is the largest youth market in the world, comprised of approximately 340MM individuals under the age of 15 High growth potential for TV market –Media Industry grew at a 12% CAGR for the last five years –With an expected 10% revenue CAGR through 2015, Television is expected to be a primary driver of media growth –India represents the third largest television audience in the world –Today, of the 212MM households in India, 61% (130MM) are television households, leaving room for further penetration 4 Indian Media Revenues Growth of Television Households Source: PWC Report – Indian entertainment and media outlook 2010, FICCI-KPMG India Entertainment and Media Report 180 185 190 195 200 205 210 212 102 109 112 115 119 123 128 130 0 50 100 150` 200 250 20042005200620072008200920102011 Millions Households TV Households

5 National Channels Other 10 national channels 1 JV with Disney/ESPN 1 JV with ABP NewsCorp Essel Group (Indian Conglom) One Alliance JV (21 total) Distribution Bouquet 4 channels (SET, MAX, SAB, PIX) 2 SPE-owned (AXN/Animax) 13 national channels 3 DTH channels Majority stake in TEN Sports Star Bouquet (32 total) Zee Turner Bouquet (34 total) Through its 62% ownership in MSM, SPE has strong national channels in India but limited presence with regional channels Regional Channels 1 regional channel (AATH) 12 regional channels 6 regional channels MSM SPE SPE’s Current Footprint and Competitive Position in India

6 Add points re: “last of it’s kind” and direct complement to current footprint SPE has an opportunity to acquire a controlling stake in ETV, the second largest group of regional channels in Southern India ETV has 6 general entertainment channels which all rank in the top 3 in each of its markets, including Telugu, the second largest regional ad market All channels have successfully converted to subscription channels and generate dual revenue streams ETV Represents a Unique Opportunity MSM SPE/ETV ETV 6

7 7 SPE  High growth market: Highest forecast growth in ad revenues and combined viewership greater than the Hindi market  Diversification: Expanding footprint into regional language channels taps into a growing local advertising market that is different and more stable than the national market  Distribution: Strengthens MSM’s OneAlliance distribution bouquet by adding regional channels and making it a compelling offering in all parts of the country  Efficiencies: Ad sales, distribution infrastructure, and management services to be provided by MSM  Competitive positioning: SPE’s Indian Network holdings are at a competitive disadvantage without a larger portfolio of regional channels Sony  Sony brand exposure: Re-branding channels with the Sony name would allow Sony to better connect with over 40% of the Indian population, many of whom are striving to own higher-end brands  4G / Reliance relationship / other?? Indian Regional Language Channels Represent an Opportunity to Drive Further Growth for SPE and Bring Benefits to Sony

8 8 And SPE can Build on its existing infrastructure to drive further growth  TBD − TBD  TBD

9 ETV Financial Summary 9

10 Third Party Valuation 10 Deloitte Touche Tohmatsu (D&T) was engaged to value ETV MSM India will manage ETV, represent its advertising and distribution sales –This creates embedded synergies in the forecast of ETV’s financial results As a result, D&T prepared three valuations: –A fair market valuation which represents the value of ETV to a an average buyer –An investment valuation which represents the value to a strategic buyer, specifically SPE, using the market cost of debt –An investment valuation which represents the value to a strategic buyer, specifically SPE, using Sony’s cost of debt Note: Valuations Are Preliminary

11 11  Reliance is willing to sell a controlling interest in ETV, at a $755MM enterprise value, which SPE believes is an acceptable maximum transaction value but is further negotiating − $755MM valuation is near the high-end of the third party valuation, including assumed synergies to be achieved post-acquisition − Assuming Reliance maintains a minority stake, they have requested an exit via an IPO or, failing that, an uncapped put to SPE − SPE will not accept a deal with an uncapped put The following deal structures are under consideration and would satisfy the approval parameters previously described: − Acquire 68% of ETV with Reliance retaining 32% (cash outlay of $513MM) − Acquire of 62% or 68% of ETV with a private equity firm retaining 38% or 32% (cash outlay of $468MM) − Acquire 100% of ETV with an installment payment plan that limits cash outlay in FYE12 (initial cash outlay of no more than $515MM, total cash outlay $755MM) Deal Considerations

12 12 Risks And Mitigations  TBD − TBD  TBD GEC Only

13 13  SPE will seek the Board’s approval to acquire a stake in ETV with the following conditions: − Controlling stake of 62% or more acquired − Enterprise valuation not to exceed $755MM − Exit mechanism for minority partners does not include an uncapped put − FYE12 cash outlay for the acquisition does not exceed $515MM Approval Requested of the Board

14 Next Steps 14 Complete partner negotiations Complete and execute long form agreements Obtain regulatory approval Close

15 Next Steps 15 Seek approval from Board of Directors Complete partner negotiations Complete and execute long form agreements Obtain regulatory approval Close GEC Only

16 16 Appendix Investment Committee Slides IC Only

17 Reliance Deal Structure 17 Proposed acquisition of 68% of ETV’s general entertainment channels for currently discussed price of $513MM, with Reliance retaining 32% –Based on enterprise valuation of $755MM, or implied ~21x trailing EBITDA and ~20x estimated forward EBITDA –Exit mechanism for Reliance involves an IPO o An IPO initiated by SPE after the 3 rd anniversary of closing and concluded by the 5 th anniversary of closing o Reliance has required that if an IPO does not close by end of year 5, Reliance can put its shares to SPE at the higher of fair market value on exercise and the value based on today’s enterprise valuation o Strike price is uncapped and could require potential $650MM-$700MM for Reliance’s remaining 32%, bringing SPE’s total cash outlay for ETV to ~$1.2BN o SPE will not pursue this deal unless the put can be eliminated or capped –SPE to use good faith efforts to facilitate discussions for Reliance with other Sony companies o Potential 4G partnership with Sony Electronics o Potential relationship with MSM for Reliance’s sports businesses IC Only

18 Private Equity Deal Structure 18 Proposed acquisition of 62% - 68% of ETV’s general entertainment channels for currently discussed price of $468MM - $513MM, with PE firm retaining 38% - 32% –Based on enterprise valuation of $755MM, or implied ~21x trailing EBITDA and ~20x estimated forward EBITDA –Private equity investors will be Blackstone, Providence Equity Partners, or both –In addition to ETV investment, PE partner will also replace the current MSM India minority shareholders o Grandway/Atlas currently own 32.4% of MSM India and Capital International owns 5.6% of MSM India –It is not certain if private equity investors would replace just Grandway/Atlas’s or the entire minority stake –Private equity investors would hold equal stakes in ETV and MSM India –Exit mechanism for PE partner(s) involves an IPO o An IPO of their stakes in both ETV and MSM India after the 5 th anniversary o Sony will have the option to purchase minority stake at IPO price IC Only

19 Potential Alternative ETV Deal Structures Other deal options are also being explored in order to further minimize FYE12 cash outlay or to purchase 100% of ETV –SPE buys current MSM 38% - 32% minority shareholders with an installment plan and sells to private equity firm who pays in full at close. Private equity firm also buys 38% of ETV. o This reduces SPE’s FYE12 cash outflow and improves the deal IRR –SPE buys current MSM 38% - 32% minority shareholders with an installment plan and sells to private equity firm who pays in full at close. SPE buys 100% of ETV. o This allows SPE to own all of ETV and not exceed $513MM of FYE12 cash outflow –SPE buys 100% of ETV paying current owners under an installment plan o This allows SPE to own all of ETV and not exceed $513MM of FYE12 cash outflow 19 IC Only

20 Financial Returns 20 Note: IRR’s are Preliminary IC Only

21 SPE Synergies in ETV Forecast 21 IC Only

22 Description of ETV Synergies 22 IC Only

23 Goodwill and Intangible Assets 23 Due to SPE purchasing a majority, controlling stake, ETV’s financial statements will be consolidated by SPE Goodwill and intangibles are still being assessed, and are currently estimated to be ~$700MM Intangible assets are estimated to be $280MM and will likely be 65% amortized in the first 5 years IC Only

24 Key Diligence Findings 24 TBD IC Only

25 Next Steps 25 Complete due diligence and fair value assessment of ETV assets and liabilities Complete partner negotiations Review with Group Executive Committee Review with Board of Directors Complete and execute long form agreements Obtain regulatory approval Close IC Only


Download ppt "India Investment Opportunity ETV Regional Channels July 27, 2011."

Similar presentations


Ads by Google