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India Investment Opportunity ETV Regional Channels Presentation to the Board of Directors July 27, 2011 Final Draft – July 22, 2011.

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Presentation on theme: "India Investment Opportunity ETV Regional Channels Presentation to the Board of Directors July 27, 2011 Final Draft – July 22, 2011."— Presentation transcript:

1 India Investment Opportunity ETV Regional Channels Presentation to the Board of Directors July 27, 2011 Final Draft – July 22, 2011

2 2  Sony Pictures Entertainment (SPE) produces and distributes films and television programs and operates television networks around the world  With attractive economics, television networks have become key contributors to SPE’s overall profitability and growth  SPE’s portfolio of television networks is global, with channels in 159 different countries  Indian television networks have been among SPE’s fastest growing and are budgeted to generate $91MM of EBIT in FYE12  [DREW: Are “SPE”, “EBIT” and “FYE” intentionally in boldface?] SPE Business Overview

3 Television Networks are One of SPE’s Primary Lines of Business page 3 Film TV Networks TV Production Produce about 25 films per year Acquire select 3 rd party product as well Distribute films to theaters worldwide Make films available on home entertainment platforms including DVD, Blu-ray, VOD and pay TV, after theatrical release Operate Imageworks, a production studio for digital animation and visual effects Produce TV shows for broadcast network, cable networks, digital media and syndication markets in the U.S. Produce local language TV shows in approximately 25 non- U.S. countries Distribute films and TV shows worldwide Own library of approximately 50,000 TV episodes Manage and distribute branded networks and channel feeds in multiple languages around the world Leading global brands include AXN and Sony Entertainment Television (SET), Spin and Animax Own stakes in GSN, 3net, FEARnet and Sony Movie Channel in the U.S. Own and operate Crackle.com, a digital video network and production studio 3

4 120 Feeds 159 Countries 543+ Million HH 22 Languages Sony Pictures Television Networks Portfolio Highly successful network brands benefiting from a global infrastructure 4

5 The Importance of Networks Networks are Important to SPE  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% [strike margin reference as it calls out the comparison to the 47% margins for ETV???] Indian Networks are Critical to the Overall Portfolio  The stats that were here were about Indian market and are covered on the next page  Let’s have these be stats about the growth of our own networks 5 ($MMs) SPT Networks Revenue and EBIT ($MMs) MSM India Revenue and EBIT RevenueEBITRevenueEBIT

6 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 –Higher consumers’ disposable income coupled with the largest youth market in the world favors the growth of entertainment and TV is the biggest source of entertainment in India  High growth potential for TV market –Media Industry is forecast to grow at a 14% CAGR through 2015 –With an expected 16% 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 6 Indian Media Revenues Growth of Television Households Source: PWC Report – Indian entertainment and media outlook 2010, FICCI-KPMG India Entertainment and Media Report 2011 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

7 Hindi Movies and Cricket Launched in 1999 Family, Comedy, Entertainment Acquired in 2005 Hollywood Movies Launched in 2006 (Channel 8) Bengali Movies Acquired in 2009 A bouquet of channels targeting Hindi, English, and Bengali speaking audiences Flagship General Entertainment Network Launched in 1995 SPE Indian Networks: Brands 7

8 8 SPE’s Indian Networks  SPE’s network presence in India is primarily its 62% interest in MSM India with two minority partners, Grandway/Atlas and Capital International – SPE also owns a small channel in the Bengali market  MSM operates 4 channels in the northern, Hindi-speaking regions – SET: MSM India’s flagship channel has doubled its ratings over the last 18 months; it fluctuates between being the #3 and #4 ranked general entertainment channel – SAB: #1 channel among the tier 2 general entertainment channels (overall #5 position) and has taken over all of its competitors (Imagine TV, Star One, Sahara One) – SET MAX: Consistently ranked the #1 movie channel in India, IPL Cricket airs on this channel – PIX: Executing strategy to move from #3 to #2 by maximizing on the new output deal with SPT  MSM owns a controlling, 74% stake in a distribution venture, TheOneAlliance – TheOneAlliance negotiates carriage agreements with cable and satellite operators in India for MSM's channels and other, 3rd party channels – Discovery Communications owns the other 26%  SPE has historically had a difficult relationship with one of its minority partners in MSM, Grandway/Atlas, who desires an exit

9 National Channels Other 10 national channels 1 JV with Disney/ESPN 1 JV with ABP News Corp Essel Group (Indian Conglomerate) 4 channels (SET, MAX, SAB, PIX) 2 SPE-owned (AXN/Animax) 13 national channels 3 DTH channels Majority stake in TEN Sports MSM currently has limited presence in the regional channel space, which creates a competitive disadvantage Regional Channels 1 regional channel (AATHCh Eight) 12 regional channels 6 regional channels MSM SPE SPE’s Footprint and Competitive Position in India 9

10 10  SPE 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 − Greater Provide greater exposure for the Sony brand to 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 Summary of Potential Acquisition

11 ETV is the second largest group of regional channels in Southern India ETV has 6 general entertainment channels channels, which all rank in the top 3 in each of its markets, including Telugu, the second largest regional ad market –This is the last conglomerate of independent regional channels remaining in the market –ETV’s footprint complements SPE’s existing Indian networks footprint All channels have successfully converted to subscription channels and generate dual revenue streams ETV Represents a Unique Opportunity 11 MSM SPE/ETV ETV

12 12 SPE  Opportunity for growth: Highest forecast growth in ad revenues and combined viewership greater than the Hindi market  Diversification and competitive position: Expanding into regional language channels taps into a growing local advertising market that is more stable than the national market  Distribution: Strengthens MSM’s TheOneAlliance 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 Sony  Sony brand exposure: Re-branding ETV 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 rollout partnership with Reliance: Opportunity to bundle Sony services and MSM content with Reliance 4G products and services in 100MM market Indian Regional Language Channels Represent an Opportunity to Drive Further Growth for SPE and Bring Benefits to Sony

13 13 MSM India Infrastructure Can Drive ETV Growth  TheOneAlliance is well-positioned to drive higher subscription revenues for ETV given i ts bouquet of channels and national footprint  MSM’s ad sales team will drive higher ad sales through its expertise and premier client relationships and by offering incentives to ETV’s sales team – ETV’s current top 10 advertisers are packaged goods companies who pay low ad rates  MSM’s large content catalogue can be dubbed into regional languages to enhance programming at low cost  MSM’s management team will utilize its programming and management expertise to create more efficient operations and higher ratings  MSM’s relationships will improve ETV’s cash collections in-line with MSM’s

14 ETV Financial Summary 14 All years for fiscal years ending March 31 st in Indian GAAP and exclude expected MSM inter-company transaction, management service and representation fees (a) Assumes November 1, 2011 close and excludes $5MM in estimated transaction costs (b) Fair value analysis in progress. Purchase price amortization is estimated and may vary by >10% Forecasts are Preliminary

15 Third Party Valuation 15 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 two valuations: –A fair market valuation which represents the value of ETV to a an average marketplace buyer –An investment valuation which represents the value to a strategic buyer, specifically SPE, using Sony’s cost of debt Value to Average Market Buyer ($MMs) Method LowMidHigh DCF - 13% WACC 471507548 Public Companies439488537 Recent Transactions593659717 Weighted Value 489533578 Value to SPE ($MMs) Method LowMidHigh DCF - 12% WACC 689746811 Public Companies589652716 Recent Transactions593659717 Weighted Value 667711778 Valuations are Preliminary

16 16  Reliance is willing to sell a controlling interest in ETV, at a $755MM enterprise value, which SPE believes is an acceptable maximum transaction value − $755MM valuation is near the high-end of the third party valuation, including assumed synergies to be achieved post-acquisition − SPE is in negotiation with Reliance on price and payment terms − SPE is also in discussions with private equity firms about the potential of joining SPE in the ETV deal to acquire a minority stake  A minority shareholder in MSM India also desires an exit – SPE and at least one private equity firm has have expressed interest in buying the entire minority stake for up to $315MM  SPE’s purchase of ETV and the MSM minority stake are both important objectives – They are not contingent upon each other unless private equity participates in both Deal Considerations

17 Next Steps 17 Complete partner negotiations Seek necessary Sony internal approvals Execute long form documents Obtain regulatory approvalapprovals Close


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