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Simon Cowell / SONY BMG London Meeting June 3, 2008
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2 Syco 3.0 Unique Advantages of Partnership With SONY BMG U.S.SwitzerlandPolandTaiwanMexico CanadaSwedenHungaryKoreaCentral America UK/IrelandAustriaTurkeyHong KongU.S. Latin FranceDenmarkRussiaIndonesiaBrazil GermanyNorwaySouth AfricaIndiaArgentina BelgiumFinlandAustraliaSingaporeChile NetherlandsGreeceNew ZealandThailandColombia ItalyPortugalJapanMalaysiaEcuador SpainCzech RepublicChinaPhilippinesVenezuela U.S.SwitzerlandPolandTaiwanMexico CanadaSwedenHungaryKoreaCentral America UK/IrelandAustriaTurkeyHong KongU.S. Latin FranceDenmarkRussiaIndonesiaBrazil GermanyNorwaySouth AfricaIndiaArgentina BelgiumFinlandAustraliaSingaporeChile NetherlandsGreeceNew ZealandThailandColombia ItalyPortugalJapanMalaysiaEcuador SpainCzech RepublicChinaPhilippinesVenezuela Continuity of Established SONY BMG Relationships Around the World Continuity of Established SONY BMG Relationships Around the World Exchange Opportunities With All U.S. Labels and Key Territories Exchange Opportunities With All U.S. Labels and Key Territories Important Relationships With SONY BMG Parent Companies Begins Now! …Not In 2011 Immediate Profit Share In Syco and Ronagold Assets SONY BMG Committed to Invest Required Funds to Achieve JV Goals Begins Now! …Not In 2011 Immediate Profit Share In Syco and Ronagold Assets SONY BMG Committed to Invest Required Funds to Achieve JV Goals
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3 JV Beginning Now! …Not In 2011 Effective January 1, 2008, SONY BMG contributes ~$200M of Syco and Ronagold assets and Pop Idol override 50% of asset value given to SC, now and ongoing SONY BMG makes $200M flat payment to SC $100M on signing $34M in 2010 $66M in 2015 (or earlier if thresholds are met) 50% share of JV profits from January 1, 2008 thru 2015, worth est’d $296M Additionally, SONY BMG to fund all JV productions and investments JV Beginning Now! …Not In 2011 Effective January 1, 2008, SONY BMG contributes ~$200M of Syco and Ronagold assets and Pop Idol override 50% of asset value given to SC, now and ongoing SONY BMG makes $200M flat payment to SC $100M on signing $34M in 2010 $66M in 2015 (or earlier if thresholds are met) 50% share of JV profits from January 1, 2008 thru 2015, worth est’d $296M Additionally, SONY BMG to fund all JV productions and investments Syco 3.0 – New Improved Proposal Forecast SC income: Flat payments $200M + Est’d profit $296M Total $496M Note: all other terms as before
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4 New Improved Proposal Vs. Prior Offer Additional $66M On Signing Was $34M, now $100M Interest benefit to SC est’d at $10M Additional $18M Profit Share 50% Profit Share In 2008 & 2009 (Was 25%) Additional $28M in post-tax profits to SC Accelerate Final Flat Payment and Profit Share When Threshold Achieved Vs. All In 2015 Additional $66M On Signing Was $34M, now $100M Interest benefit to SC est’d at $10M Additional $18M Profit Share 50% Profit Share In 2008 & 2009 (Was 25%) Additional $28M in post-tax profits to SC Accelerate Final Flat Payment and Profit Share When Threshold Achieved Vs. All In 2015 Improvements
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5 Pre Tax Income ($ In Millions) Pre Tax Income ($ In Millions) Post Tax Income ($ In Millions) Post Tax Income ($ In Millions) SC*SONY BMG Worldwide Income Income Projections: New Improved Proposal Includes $200M Flat Payment *
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6 Understanding of Competitive Offer Understanding of Competitive Offer SONY BMG Opportunities Are Far Greater Than Any Competitive Offer SONY BMG Opportunities Are Far Greater Than Any Competitive Offer SC Pre Tax Income Projections ($ In Millions) Our Unprecedented Success to Date Is the Foundation to Build A $1 Billion Media Empire Our Unprecedented Success to Date Is the Foundation to Build A $1 Billion Media Empire $496M $557M $619M Forecasted Income: % of Base Case 100%125%150% $400M SC Pre Tax Income $500 $600 $400 50% Participation In Valuable Asset Portfolio 50% Participation In Valuable Asset Portfolio with
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7 Shared Ambition to Build A $1Billion Media Company Add Resources to Coordinate Global TV Activities Appoint Dedicated SBMG Global Brand Executive Focused On Syco Business –Responsibilities Include Endorsements, Branding, Sponsorship, Online, Games, Film, Music Publishing, Etc Create International Structure to Focus On Local Territory Syco Exploitation Assemble Biannual Meeting of Key Global SBMG/Syco Executives to Brainstorm Opportunities, Develop Plans for Execution Add Resources to Coordinate Global TV Activities Appoint Dedicated SBMG Global Brand Executive Focused On Syco Business –Responsibilities Include Endorsements, Branding, Sponsorship, Online, Games, Film, Music Publishing, Etc Create International Structure to Focus On Local Territory Syco Exploitation Assemble Biannual Meeting of Key Global SBMG/Syco Executives to Brainstorm Opportunities, Develop Plans for Execution Refocus SONY BMG Organization to Maximize Exploitation of Syco Assets Refocus SONY BMG Organization to Maximize Exploitation of Syco Assets Establish LA Presence With Necessary Resources In TV and A&R Expand In-House TV Producer Team to Deploy On Key Productions Increase Global Marketing and A&R Resources Accordingly Establish LA Presence With Necessary Resources In TV and A&R Expand In-House TV Producer Team to Deploy On Key Productions Increase Global Marketing and A&R Resources Accordingly Grow Current TV and Recorded Music Business Aggressively Pursue New Business Opportunities Commit to Provide Funding for Diversification Into New Media Sectors Aggressively Pursue New Business Opportunities Commit to Provide Funding for Diversification Into New Media Sectors Expand Into New Business Areas
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Simon Cowell / SONY BMG London Meeting June 3, 2008
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9 SONY BMG Assets Created Together Il Divo Carrie Underwood Six Amel Bent The X Factor Gareth Gates Clay Aiken Kellie Pickler Christophe Willem Paul Potts Shayne Ward Kelly Clarkson Damien Leith Michelle McManus Jordin Sparks Got Talent Shannon Noll Will Young Anthony Callea Robson & Jerome Fantasia Barrino Daughtry Taylor Hicks Guy Sebastian Westlife David Cook Elliot Yamin Ruben Studdard Leona Lewis Five Mark Medlock American Inventor
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10 Leona Lewis: Most Recent Syco/SONY BMG Global Success #1 Top Selling Global Album In 2008 Debut Album Already Gold or Platinum in 17 Territories; 4M Units Spirit Fastest selling UK debut album ever (375,000 copies in first week) Entered US Billboard 200 at #1 - first British solo artist to achieve this with debut release Bleeding Love Best selling UK single of 2007 First #1 US single by UK female in over 20 years Only the second single to ever fall out and return to the number one position on the Hot 100 twice Debut Album Already Gold or Platinum in 17 Territories; 4M Units Spirit Fastest selling UK debut album ever (375,000 copies in first week) Entered US Billboard 200 at #1 - first British solo artist to achieve this with debut release Bleeding Love Best selling UK single of 2007 First #1 US single by UK female in over 20 years Only the second single to ever fall out and return to the number one position on the Hot 100 twice
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11 Tax Appendix
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12 Major New Tax Development New Tax Structure 100% Capital Gain Benefit to SC Partial Tax Benefit to SONY BMG Create New English Limited Liability Partnership (LLP) SC Will Be Partner In LLP and Furnish Services As A Partner $200M Flat Payment – 18% Tax Rate for SC Vs. Significant Risk of 41% Rate In Option 3 SC Profit Share – 40% Personal Tax Rate Vs. 46% Corporate Rate Lower National Insurance Costs for JV See Tax Appendix for Further Details Significantly Less Risk of Tax Audit for SC
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13 Current Status SBME - UK Ronagold SIMCO Simon Current Employment Contract SIMCO Simon Current Employment Contract Royalty Free License Simon Cowell (SC) Assets Including Intellectual Property and Goodwill Royalty Free License
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14 Preliminary Step SBME - UK Ronagold SIMCO Simon Current Employment Contract SIMCO Simon Current Employment Contract SC Assets Including Intellectual Property and Goodwill Ronagold and SIMCO Give Notice to SBME-UK to Terminate Current Royalty-Free License Adjusted License Adjusted License
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15 Venture Formation SBME-UK and SC Incorporate A 50/50 English Limited Liability Partnership (LLP) and Make Nominal Capital Contributions (£50K) –Initially LLP Could Be Formed Internally Within SBME-UK SBME-UK and LLP Enter Into Secondment Agreement Under Which SBME-UK Employee Seconded to LLP On A Part-Time Basis (Employee Will Report to SBME- UK and SC) and Employee Would Invest Capital In Short-Term Interest Bearing Intra-Group Loans SBME-UK, SC and LLP Enter Into Joint Venture Agreement Pursuant to Which: –SBME-UK Contributes Its Shares In Ronagold and SIMCO to the LLP As A Gift –SBME-UK Contributes to the LLP As A Gift Up to $200 Million In Three Tranches (i.e., $67 Million Day 1, $67 Million 2010 and Up to $66 Million In 2015 If Earn-Out Conditions Are Met) –SC Sells His Intellectual Property For Up to $200 Million (i.e., $67 Million Payable Day 1, $67 Million 2010, and Up to $66 Million In 2015 If Earn-Out Conditions Are Met) –SBME-UK and SC Agree to Adapt A New LLP Agreement Containing the Terms On Which the LLP Will Be Managed by SBME-UK and SC and Under Which SC Agrees to Devote Substantially All of His Time to A&R On Behalf of the LLP On An Exclusive Basis Until 2015 –SC and SIMCO Agree to Terminate SC’s Current Employment Contract
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16 Venture Formation SBME - UK SIMCO Simon Cowell Ronagold LLP 50% IP 100% $200 Million $200 Million
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17 Structure Tax Advantages SBME-UK Should Be Directly Entitled to Amortize 50% of the Cost to the LLP of the Intellectual Property and Goodwill Acquired by the LLP From SC Simon's Ability to Claim 18% Tax Rate On the Receipt of $137 Million Plus the Net Present Value of $66 Million Substantially Improves As Compared to Simon's Current Maidmetal Proposal –As A Matter of English Law, SC Should Be Deemed A Partner and Not An Employee SBME-UK Saves Stamp Duty Costs ($1 Million) Since It Is Not Required to Acquire SC’s Shares In Maidmetal
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