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March 2007 Presentation to: Regarding an Evaluation of
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Table of Contents 1.Executive Summary 2.GSN Business Plan Review 3.Discussion of Liberty Case 4.Discussion of SPE Case 5.Discussion of Major Strategic Case 6.GSN Valuation Analysis Exhibits A.Precedent Transaction Analysis – Casual Games B.Precedent Transaction Analysis – International Cable Networks C.Overview of Fun Technologies D.Alternative WACC Analysis
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Executive Summary
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Introduction Salem Partners LLC is pleased to present to Sony Pictures Entertainment (“SPE”) a valuation of Game Show Network, LLC (“GSN” or the “Company”). Salem Partners was engaged by SPE to render the following services: a)Review certain due diligence materials, including documentation supplied by the Company regarding its financial history, affiliate contracts, programming commitments and advertisers. b)Evaluate the Company’s financial plan. c)Estimate the value of revenue growth or cost savings opportunities that might arise in connection with a merger of GSN into Liberty Media Corporation (“Liberty”). d)Provide estimates of value for GSN on a standalone basis as well as under Liberty ownership. SPE Management has also verbally requested that we focus particular attention on GSN’s new businesses related to digital media and audience participation-based linear programming. In order to compare the value of GSN in an acquisition by Liberty to that in an acquisition by SPE, we have also taken into account potential cost savings, synergies and risk to affiliate status under SPE’s ownership. Cost savings opportunities have been provided by SPE Management. 1
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Executive Summary Introduction (Continued) Salem Partners has also analyzed two other scenarios. The first reflects the value implied if GSN achieved the financial performance projected by Management. The second reflects the potential value achievable in a sale to a major cable network owner such as Viacom, Time Warner, Fox, Comcast, NBC/Universal, or Scripps (“Major Strategics”). 2
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Executive Summary Summary of Projection Scenarios and Valuation The following chart sets forth a summary of major business plan assumptions and valuation as of January 1, 2007 under five different scenarios. Note: Range for traditional linear business assumes a 10% to 12% discount rate and a 10.5x to 14.5x exit multiple. Note: Range for online and participation businesses assumes a 35% to 42% discount rate and a 10.5x to 14.5x exit multiple. Note: Valuation assumes a 38% tax rate and mid-year convention. Note: Uses 2006 average subscriber figures. (1) Online valuation based on comparable company transactions and precedent transactions. Online valuation for Liberty Case includes cost savings to Fun Technologies. “Liberty Case” “Management Case” Base Case except for: Higher ratings assumptions 100% reduction in ad sales, affiliate sales, and marketing expenses 50% reduction in G&A ($ in millions) Valuation Range as of January 1, 2007 Participation BusinessOnline Business (1) Traditional Linear Business Base Case projections except for: Lower expense structure due to consolidation into SPE “SPE Case” $33$19$40$30$505$366Liberty Revenue Enhancement Case Base Case except for: Higher ratings assumptions Liberty Full Consolidation Case Includes revenue synergies and assumes full consolidation $33$19$32$25$372$273 Management projections except for: Lower projected advertising and affiliate sales growth Increase in participation expense Salem Partners’ online model replaces Management’s “Base Case” HighLowHighLowHighLowMajor Assumptions International Opportunity $56$37 $0 HighLow Total $634$452 $437$317 HighLow $33$19$40$30$547$397 $56$37 $676$483 $4.98 to $6.79 per sub $6.72 to $9.23 per sub $7.26 to $9.99 per sub $33$19$32$25$471$345 $0 $536$389 $6.31 to $8.60 per sub “Major Strategic Case” $33$19$32$25$865$631 $56$37 $986 $712 $11.51 to $15.80 per sub $40$24$34$29$682$493 $0 $756 $546 $9.00 to $12.45 per sub Management projections Compares to over $1 billion in value three years ago, reflecting lower expectations for business by Management 3
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Executive Summary Valuation Methodology We have been instructed to value GSN objectively. Valuation is intended for internal SPE use and was not prepared as a negotiating tool for use with Liberty. Salem Partners would be pleased to revise and reconsider our analysis in connection with SPE’s negotiation with Liberty. Traditional Linear Business Salem Partners has relied primarily on a discounted cash flow analysis to value GSN’s linear channel. This methodology is consistent with the approach utilized by potential buyers in recent cable channel acquisitions. Per subscriber values have been computed from DCF valuation to provide context and assess overall reasonableness. However, the dearth of comparable recent transactions and the substantial recent change in the business environment causes a valuation based primarily on per subscriber values to be less reliable. GSN’s current position on the subscriber and revenue growth curve makes an analysis based on cash flow multiples unreliable. 4
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Executive Summary Valuation Methodology (Continued) Online Business GSN's online business is valued through an analysis of comparable publicly traded companies and precedent transactions, together with a discounted cash flow analysis. Synergies from a combination with Fun Technologies is valued on a discounted cash flow basis utilizing a range of discount rates of 35% to 42% for consistency. Participations GSN’s participations business is valued on a discounted cash flow basis utilizing a range of discount rates of 35% to 42% to reflect higher risk and expected returns of the business. International Opportunity The value of the international opportunity was derived by analyzing the values implied by analyzing comparable public companies and precedent transactions to arrive at a range of potential values that could be created internationally by GSN. The valuation ranges relevant to each ownership case have been discounted back to the present assuming a 5-year time frame in which such businesses could be built. 5
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Executive Summary GSN Business Plan Review – Base Case versus Management Case ItemRevision made Comment Traditional Linear Network Affiliate RevenueLowered Company has projected increases in subscribers and license fees. Given distribution environment, subscriber fee growth reduced to a CAGR of 3.0% rather than the 6.6% CAGR GSN Management is projecting. Advertising RevenueLoweredCompany has projected increases in CPMs, ratings and subscribers. Given historical ratings performance and likelihood of increasingly weak channel positioning as a standalone channel, we have estimated ratings to stay flat rather than increase at the 11.0% CAGR GSN Management is projecting. Online BusinessLoweredCompany has projected that 20% of unique visitors subscribe at $4.85 per month, which is an increase from 0.46% and 1% of uniques in 2006 and 2007E, respectively. We have revised the subscription percentage to grow to 10% in 2011. Further, we believe Management’s expectations of non-GSN viewer visitors is conservative compared to other similar business plans. On balance, the reduction in subscriber growth, along with a reduction in download conversion and video viewings, lowers financial results. Valuation is based on venture capital expected rates of return, comparable company analysis and precedent M&A transactions. Participation BusinessIncreased expense Company has projected an 89% increase in participation revenue over the next five years. However, the Company has not projected prize money to grow proportionately with the participation rate and revenue. Salem Partners has projected prize money per winner to increase 45% over the next five years. Management projected this variable to increase 20% over the next five years. This adjusts the prize money CAGR up to 89%, in line with revenue projections. Valuation is based on venture capital expected rates of return to reflect higher business risk. Cost StructureNo changeManagement’s projected expense items appeared to be reasonable considering historical costs and industry analysis of other channels. 6
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Executive Summary Overview of Revenue Enhancement Opportunities and Cost Savings The following chart presents a more detailed review of the potential revenue enhancement opportunities and cost savings for GSN under 100% Liberty ownership, 100% SPE ownership and under the ownership of a major strategic. Liberty CaseSPE CaseMajor Strategic Case Advertising Revenue Increase/Decrease 19% increase in 2008 (35% increase in national ad revenue) due to cross promotional opportunity of Liberty channels. 9% increase in 2009-2011 due to ratings impact of security of channel positioning. Few revenue enhancement opportunities identified. Possibility of revenue decrease due to ratings impact of weakening channel positioning. 23% increase in 2008 (45% increase in national ad revenue) due to cross promotional opportunity of Major Strategic channels. 9% increase in 2009-2011 due to ratings impact of security of channel positioning. Affiliate Revenue Increase/Decrease Consistent with Base Case. International Network Opportunity Utilize Chellomedia and Liberty Global to expand GSN internationally. None, as instructed by SPE Management. Leverage other international assets to roll out GSN internationally. Cost Savings/IncreasesIn Liberty Revenue and Cost Savings Case: 25% decrease in G&A. 50% headcount reduction in finance. 100% headcount reduction in HR. 20% decrease in affiliate sales cost. 50% cost reduction in facilities. 10% cost reduction in network operations. Severance costs equal to 50% of 2008 salaries. Moving costs incurred of $1 million. Lease breakage equal to one year’s rent. Significant due to consolidation within SPE Los Angeles operation. 10% decrease in marketing. 61% decrease in ad sales cost. 25% decrease in G&A. Severance costs equal to 50% of annual salaries of terminated employees. Moving costs incurred of $1 million for incidentals. 100% decrease in marketing with the exception of media spending. 100% decrease in ad sales cost. 100% decrease in affiliate sales cost. 50% decrease in G&A. Severance costs equal to 50% of annual salaries of terminated employees. Moving costs incurred of $1 million for incidentals. Increase in FUN Technologies value Liberty can use FUN as a skill game tracking stock and drive valuation increase through a contractual arrangement with FUN. Zero 7
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Notes: Queer Eye for the Straight Guy premiered on Bravo in July 2003 (T+8). Notes: Beach Patrol: Miami Beach premiered on Court TV in July 06 (T+2). Notes: 'Til Death Do Us Part premiered on Court TV in April 06 (T-1). Notes: Las Vegas Law premiered on Court TV in February 06 (T-3). Notes: The Chapelle Show premiered on Comedy Central in November 03 (T+7). Notes: Each data point represents one month. Executive Summary Potential Ratings Increase due to Liberty Acquisition The chart below illustrates the ratings increase that occurred when Bravo, Comedy Central and Court TV were acquired by NBC, MTV Networks and Time Warner, respectively. These transactions represent recent consolidations of formerly independent channels into major media companies. We believe that cross promotion was a primary driver of the ratings increases. Ratings Increase Due to Acquisition 24-Hour Nielsen Ratings 8
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Executive Summary Other Transactional Considerations We believe SPE should consider a number of other issues in preparation for negotiations with Liberty and in making its ultimate buy/sell/hold decision. Almost every major GSN affiliation agreement is either expired or will expire in 2007. We believe this factor presents significant risk to the business plan if the current ownership of the Company is maintained or if SPE acquires 100% of the Company. We believe GSN’s affiliate status will be more stable under Liberty ownership due to Liberty’s significant stake in DirecTV. Liberty has shown in the past the willingness to utilize distribution leverage in mergers and acquisitions negotiations. Liberty or its predecessors have threatened the affiliate status of networks, even those in which it maintains significant ownership, to force other owners of that business to sell their stake at a lower price. 9
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Executive Summary Other Transactional Considerations (Continued) From our conversations with GSN Management, we believe Liberty is enthusiastic about the prospects for GSN and GSN.com to become large and dominant platforms for cash skill games. Certain value from cash skill games is included in the linear channel valuation. Identifying the incremental value Liberty might attribute to the opportunity has proven to be difficult. Although we have projected significant revenue enhancement opportunities for GSN under 100% Liberty ownership, such opportunities would have even greater potential if Liberty purchased Rainbow Media Holdings, which is rumored to be a possibility. As reflected in the Major Strategic Case, we believe it is possible that the highest value for GSN would be in a sale of 100% of the Company to a party other than either SPE or Liberty. In a sale to Liberty, SPE should propose receiving a premium comparable to such a scenario. 10
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Executive Summary Other Transactional Considerations (Continued) Liberty Management has communicated to the market that it intends to consolidate its holdings in an effort to become more of an operating company and effect a simpler organizational structure. We believe an additional source of value for Liberty in a transaction involving GSN is the potential transaction’s indication to the marketplace that the consolidation plan is viable. Liberty has not been able to consolidate 100% ownership of partially-owned subsidiary in quite some time. Such an event could cause an increase in Liberty’s stock price that is disproportionate to the intrinsic value created by its ownership of 100% of the Company. Research CompanyDateResearch AnalystCommentary Bear Sterns11/6/06Robert S. Peck“With more than adequate liquidity on its balance sheet, outside share repurchases, we think it is likely the company could pursue strategic acquisitions to achieve synergistic leverage with its existing commerce platforms. We continue to remain bullish on the LINTA story while looking for further clarity on usage of liquidity/acquisitions.” Citigroup10/5/06Jason Bazinet“We think Liberty will further exchange its passive stakes in other media companies (Time Warner, CBS, and Viacom) for assets that fit strategically with DIRECTV, allowing Liberty to emerge as a vertically integrated media company. Even though Liberty may acquire DIRECTV at $20 per share (its intrinsic value is $18), we find the savings from avoided taxes and a lower conglomerate discount would result in a share price of $101.” Bear Stearns8/9/06Robert S. Peck“The shares are trading at a 23% discount to the net asset value, primarily reflecting the risks inherent in the complex capital structure, in our opinion. As the segment continues to deliver significant free cash flows and there is additional visibility into integration of recently acquired businesses (Provide Commerce & BUYSEASONS, Inc.), the use of cash for acquisitions (that could drive further growth) or for share repurchases (await for quarterly updates from Management on this front), as well as clarity on the potential tax liabilities, we think there is significant scope for multiple expansion.” Jefferies8/9/06Robert G. Routh“As far as growth is concerned, Management said it plans to grow LINTA both organically as well as through strategic acquisitions and equity shrink as mentioned above. Dr. Malone also noted on the call that although now LINTA gets little value for them, eventually he would like LINTA to own and control both Expedia and InterActiveCorp, two entities now controlled by Barry Diller. He mentioned that long term these are strategic operations for LINTA and that the one year anniversary of the split off of Expedia from IACI is coming up, causing Morris Trust limitations to be ending and allowing for an aggressive restructuring of both companies, something he sees as happening in the not too distant future….we like the story, the stock’s visibility and cash flow generating capability.” Jefferies8/9/06Robert G. Routh“We continue to think that the opportunity to combine QVC with HSN makes sense, and would simplify the overall company, which would reduce the holding company and tracking stock discount currently ascribed to the shares.” 11
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Executive Summary Information Reviewed/Collected In connection with this assignment, Salem Partners has reviewed: Summaries of affiliation agreements between MSOs and satellite service providers and GSN. Historical and projected subscriber information for GSN. Historical and projected license fee information for GSN. Historical and projected ratings information for GSN. Historical and projected financial information for GSN from 2003 through 2011. Schedule of programming commitments. Summary of top 10 advertisers. FUN Technologies and Game Trust agreements with GSN. Wall Street and industry research regarding long term advertising and affiliate revenue growth rates. Industry research on online CPMs and unique visitor long term growth rates. Unique visitors of comparable online websites. Participation rates of comparable networks with participation revenue. Publicly available financial information regarding precedent change of control transactions of US and international cable networks and online gaming companies. Ratings data for previously acquired networks. Publicly available financial information regarding publicly-traded US and international cable network companies and online gaming sites. 12
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Executive Summary Information Reviewed/Collected (Continued) In addition, Salem Partners has conducted numerous due diligence sessions with GSN Management to confirm information provided and assess the reasonableness of the GSN plan. We have conducted discussions with numerous cable and cable network industry executives to assess certain qualitative elements of both the market environment for cable networks overall and that of independent cable channels in particular. We have conducted discussions with numerous analysts and online gaming company executives to analyze and construct a plan for GSN.com that we believe reflects market expectations of similar opportunities. We have conducted discussions with several international cable executives in order to analyze the opportunities for GSN outside of the United States. We have compiled and analyzed available market data and projections for the cable network industry. 13
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Executive Summary Qualifications This Report is subject in all respects to the following qualifications: This Report is intended only to provide a potential valuation of GSN, as defined herein, and expresses no opinion as to the ability of GSN to fund any of its current obligations or to the solvency of GSN. This Report may only be used in connection with the matter of SPE, as defined in the engagement letter dated February 14, 2007 (the “Engagement Letter”). This Report may not be summarized, excerpted from or otherwise used, made available to any other third parties, other than to SPE, or publicly referred to, without the prior written approval of Salem Partners. In arriving at the valuation presented in this Report, Salem Partners has not conducted a physical inspection of the properties and facilities of GSN and has not made, obtained or assumed any independent evaluations or appraisals of any such properties and facilities or of the assets or liabilities of GSN and have not assumed any responsibility or obligation to do so. Salem Partners has taken into account our assessment of general economic, market and financial conditions and our experience in similar transactions, as well as our experience in valuation in general. The report necessarily is based upon conditions as they exist and can only be evaluated on the date hereof. In arriving at a valuation, we have not considered the value that SPE, its shareholders or creditors may be able to obtain in a liquidation of GSN. The analysis of GSN as presented herein represents only the “fair market value” of a 100% ownership and controlling interest in GSN. The term “fair market value” as used herein, is defined as the amount at which the aggregate asset would change hands between a willing buyer and a willing seller, each having reasonable knowledge of all relevant facts, neither being under any compulsion to act, with equity to both. The projected cash flows also do not take into account any impact on the value of GSN due to the success of SPE’s or Liberty’s other activities. 14
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Executive Summary Qualifications (Continued) In our preparation of the Report, Salem Partners has relied upon the accuracy and completeness of the financial and other information supplied to or otherwise used by it, has further relied upon the assurances of Management of the Company that they are not aware of any facts or circumstances that would make such information inaccurate or misleading, and shall not be obligated to attempt independently to verify, or undertake any obligation to verify, such information. We express no opinion as to the value of GSN going forward. Developments subsequent to the date of this Report may affect the value of GSN and we do not have any obligation to update, revise or reaffirm this Report. Salem Partners has reviewed unaudited financial information from SPE regarding GSN, and does not make any assumptions regarding the potential results of an audit. Salem Partners shall be entitled to assume, and shall not be obligated to attempt independently to verify, or undertake any obligation to verify, that forecasts and projections supplied to it by the Management of SPE or GSN represent the best current judgments of such parties as to the future revenues to be received from and expenses associated with operation of GSN, and shall be entitled to assume that such forecasts and projections have been reasonably prepared based on such current judgment; provided, however, this reliance by Salem Partners does not eliminate its obligations under the Engagement to perform any and all tasks required to provide the Report. The Company will promptly notify Salem Partners if it learns of any material inaccuracy or misstatement in, or material omission from, any information provided to Salem Partners. As compensation for its services rendered pursuant to this Report, Salem Partners has been or will be paid a cash fee and will be indemnified against certain liabilities that may arise as a result of its engagement and this Report. Salem Partners has not received any other compensation for investment banking services from the SPE, Liberty or GSN in the past five years. 15
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GSN Business Plan Review
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Financial Overview The chart below sets forth historical and projected financial results for GSN as provided by GSN Management (the “Management Case”). 16
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GSN Business Plan Review Financial Overview (Continued) The chart below sets forth our Base Case assumptions for GSN. 17
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GSN Business Plan Review Financial Overview – Management Case versus Base Case The chart below sets forth the differences between Management’s projected financial results and the Base Case assumptions for GSN. 18
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GSN Business Plan Review Assumptions The chart below illustrates the 5 year CAGR assumptions Salem Partners used to derive its valuation of GSN compared to the assumptions GSN Management used to derive its long range plan. 19
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GSN Business Plan Review Introduction Salem Partners has conducted a detailed review of GSN’s 2007 budget as well as its long range plan. The objective of the review is to assess the reasonableness of the revenue and expense assumptions utilized in the Company’s cash flow projections and suggest potential modifications to the projections for use as our Base Case for valuation purposes. In general, the Base Case differs from the Management Case in the following areas: Subscriber fee growth. Advertising sales growth, primarily as driven by ratings increases. Participation and online components of the business. –Very little data has been provided to support either business model. –While we believe the online opportunity is of the order of magnitude reflected in Management’s plan, we do not believe the business model provided to us reflected our, or Management’s, view of how the business will develop. 20
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GSN Business Plan Review Advertising Revenue Cable networks as a group have continued to take audience from broadcast networks, surpassing broadcast networks in April 2002. This positive effect has been mitigated somewhat by the proliferation of networks over the previous ten years as well as competition from non-television entertainment options. Average ratings growth for the cable networks industry of 5.9% annually over the past 10 years. Growth in ratings combined with CPM growth in the mid-single digits has resulted in advertising growth for the industry group overall of 17.3% annually over the past 9 years. In 2006, advertising revenue growth for the cable industry slowed to 14.8%. Industry sources indicate that the significant share growth of cable networks advertising has slowed significantly. 21
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GSN Business Plan Review Advertising Revenue GSN Management projects 9% growth in gross advertising revenue in fiscal 2007 and a 15% CAGR from fiscal 2006 through fiscal 2011. The following chart compares GSN’s projected advertising growth with that of several other network groups and for the cable network industry overall. Information supplied regarding GSN reflects a blend of national spot advertising, infomercial and direct response advertising. 22
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GSN Business Plan Review National Spot Revenue Discussion GSN has a relatively low level of national spot sales, with approximately $27 million generated on a gross basis in 2006. GSN Management projects 27% growth in national spot sales in fiscal 2007 and a 29% CAGR from fiscal 2006 through fiscal 2011. Over the long term projection period (five years), revenue is expected to increase almost four times. The growth in national spot revenue at GSN is projected to be driven by three primary factors: Growth in ratings Growth in viewers per viewing household Growth in CMPs Ratings GSN Management expects to grow ratings an average of 11% over the next five years, to an average household rating of 0.545. The following charts set forth the ratings of the top 20 highest rated cable networks in 2005: a 0.545 rating would establish GSN in that list, a potentially unrealistic assumption for a standalone niche channel. 2005 Average 24-Hour Rating by Cable Network Source: Kagan research and Nielsen 23
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GSN Business Plan Review National Spot Revenue Discussion (Continued) In addition, we believe that the continued proliferation of entertainment product, including cable networks, that compete for consumers’ share may lead to more difficulty in establishing higher ratings without a significant hit show. Historical ratings have been flat for the past three years as outlined by the graph on the right. CPM GSN Management expects CPMs to grow at an average rate of 5% over the next five years to an average rate of $5.66. We believe this assumption reflects market expectations for the growth of cable network CPMs overall. The table to the right sets forth the CPMs of comparable, independently operated networks. Source: Kagan research and the Cabletelevision Advertising Bureau Historical GSN Total Day Ratings 24
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GSN Business Plan Review Comparison to Hallmark Channel We believe that there is validity to the assumption that advertising revenue per subscriber increases as the number of subscribers of a cable network grows. Hallmark Channel’s growth from approximately 47 million subscribers to approximately 75 million subscribers can be used to analyze the appropriateness of GSN advertising projections as it grows from 55 million subscribers to a projected 68 million subscribers by the end of 2011. 25
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GSN Business Plan Review Advertising Sales Comparison – Management versus Base Case To arrive at a Base Case assumption for advertising sales, Salem Partners has changed the ratings assumption from an 11% growth rate over the next five years to a zero percent growth rate. Results in a significant reduction in national advertising revenue. Salem Partners found no reason to change assumptions regarding direct response or infomercial revenue, which assumed modest rate increases but no increases in the amount of inventory sold. 26
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GSN Business Plan Review Affiliate Revenue Over the last several years the distribution environment has grown increasingly difficult for cable networks, particularly independent networks that lack the benefit of critical mass of popularity with viewers. The difficulties in the market have resulted from several factors: Continued consolidation of distributors (MSOs), further increasing their negotiating leverage when establishing affiliation fee levels, Increased focus by MSOs on services other than linear video programming, such as high speed data and telephony, limiting bandwidth available for growing networks, and Increased focus on reducing the growth of programming costs. These trends have resulted in: Longer and sometimes more acrimonious negotiations between networks and distributors, and A noticeable reduction in the rate of growth in subscriber fees. The chart on the following page outlines GSN’s current affiliation agreements. Most of GSN’s agreements have either expired or will expire this year. The status of these agreements presents significant risk to the business plan. 27
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GSN Business Plan Review MSOTotal GSN SubsCurrent TermCurrent RatesStatus of Contract Discussions DirectTV14,031,000Expired on 1/31/07 $0.0775Did not exercise option to extend term through 1/31/09. Do not want to lock in specific tier but would discuss carriage in terms of penetration. Comcast13,962,000Expires on 5/1/07 $0.08Comcast contact is on maternity leave until April/May. Will start negotiations when she returns. Echostar7,840,000Expires on 3/31/11 MFNRecently concluded long-term affiliation agreement with Echostar for AT120 carriage. Time Warner5,596,000Expires on 12/31/07 $0.095 (digital), $0.08 (expanded basic) Prepared to begin contract renewal discussions in the upcoming weeks. Charter3,892,000Expired on 12/31/06 TBD (Charter proposed $0.13, GSN proposed $0.14) Have been exchanging proposals since last fall. GSN to send counter proposal. Significant reduction in per subscriber fees will be implemented. NCTC2,550,000Expires on 12/31/08 $0.20 in 2007, $0.22 in 2008 Agreement recently rolled over for an additional two years, ending in 2008. Cablevision2,300,000Expired on 1/31/05 TBD (still receiving 2005 rate of $0.11) In negotiations. Cox1,898,000Expires on 1/31/07 $0.22Contract discussions to begin in summer 2007. 28
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GSN Business Plan Review Affiliate Revenue GSN generated approximately $64 million of affiliate fees on a gross basis in 2006. GSN Management projects 7% growth in affiliate fee revenue in fiscal 2007 and a 10% CAGR from fiscal 2006 through fiscal 2011. Salem Partners has had conversations with a number of professionals in the cable networks industry and has conducted other research. These conversations generally indicate that cable network affiliate discussions can be divided into three tiers when determining growth rates agreed in the current round of affiliate contracts. Tier 1: High-single digit to low- to mid-teen growth rates Tier 2: Low- to mid-single digit growth rates Tier 3: Flat to decreasing growth rates We believe GSN would be considered a Tier 2 cable network. The following chart compares GSN’s projected affiliate fee growth with that of several other network groups and for the cable network industry overall. 29
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GSN Business Plan Review The growth in affiliate revenue is driven by two significant factors: License fees Average subscribers License Fees GSN Management expects license fees on a per subscriber basis to grow 6% in fiscal 2007 and at an average rate of 7% over the next five years to an average rate of $0.129. With the exception of two outliers, GSN’s license fee growth rate appears to be above the projected growth rates of comparable networks. The following charts set forth the projected 2007 growth in license fees/month/subscriber of comparable, independently operated networks and the top ten networks ranked by license fee rates. Source: Kagan research Comparable NetworksTop Ranked Networks by License Fees/Month/Subscriber Source: Kagan research 30
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GSN Business Plan Review Average Subscribers GSN Management expects average subscribers to grow 3% in fiscal 2007 and at an average rate of 4% over the next five years to 68 million subscribers. GSN’s subscriber growth rate assumptions appear to be in line with the growth rates of similar networks within the industry. The following charts set forth the 2007 growth in average subscribers of comparable, independently operated networks. Source: Kagan research Comparable Networks 31
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GSN Business Plan Review Affiliate Revenue Comparison – Management versus Base Case To arrive at a Base Case assumption for affiliate revenue, Salem Partners has changed the subscriber fee growth rate assumption from approximately 7% to 3% from 2006 to 2011. We believe there is further downside exposure to affiliate subscriber fees. 32
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GSN Business Plan Review Participation Business GSN’s programming allows viewers to participate in its game shows through phone and SMS entries. GSN Management projects participation revenue to grow to approximately $7 million in fiscal 2007, or 482%, with a long term average growth rate of 89% through fiscal 2011. A significant driver of participation revenue is the participation rate. GSN’s current participation rate is 4% and is projected to grow to 11% over the course of the projection period. Amounts charged per phone or SMS entry is projected to remain flat through fiscal 2011. The volume of participation-based programming is also projected to grow significantly over the period, from 6 hours per week currently to 16 hours per week in 2011. Below is a graph of other programs’ participation rates when inclusive of an audience participation component. Participation Rates (1) Pro Sieben Media owns 9Live in Germany and other gaming networks with interactive programming. 33
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GSN Business Plan Review Participation Business Currently, participants can only participate via SMS entries. However, in 2007 GSN will begin to offer the ability to phone into the game show. Expected to be 50% of volume by 2011. Phone capability enables GSN to access its older skewing demographic, which typically does not use SMS technology. GSN Management admits that participation is a new business model for the network and for this country. $1.2 million gross revenue generated in 2006. $30.1 million gross revenue projected in 2011. We believe this revenue and cash flow stream is speculative. Early results from Playmania are interesting, but do not support the anticipated growth in that segment of the business. We have reflected the speculative nature of the participation segment of the business in the discount rate applied to the projections in the discounted cash flow analysis. Management has projected an 89% increase in participation revenue over the next five years. However, the Company has not projected prize money to grow proportionately with the participation rate and revenue. Salem Partners has projected the money per winner to grow by 45% each year, reaching $509 by 2011, while Management projected this to grow by 20% each year. This adjustment brings the prize money CAGR up to 89%, in line with revenue projections. 34
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GSN Business Plan Review Participation Expense Comparison – Management versus Base Case To arrive at a Base Case assumption for the participation expense, Salem Partners has changed the money per winner growth rate assumption from 20% to 45% from 2007 to 2011. 35
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GSN Business Plan Review Online Business GSN’s online revenue is $801K in fiscal 2006 and is projected to grow 137% on average through fiscal 2011 to approximately $60 million. Total monthly uniques is a significant driver of online revenue and it is projected to increase 46% each year through fiscal 2011. The charts below compare GSN’s 2006 average monthly uniques with that of other network websites and online gaming websites. Average Monthly Uniques – Cable NetworksAverage Monthly Uniques – Online Gaming Websites Source: Comscore Note: Percentages represent YOY January 2007 growth rates Source: Public filings 36
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GSN Business Plan Review Online Revenue Comparison – Management vs. Base Case Salem Partners believes the GSN.com business plan is in-line with industry growth projections overall, however, we believe it will be achieved through different revenue driver assumptions. Below is a chart outlining a summary of Salem Partners’ review of Management’s projections for the online business. 37
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GSN Business Plan Review Online Comparison – Management versus Base Case Below is a chart comparing the revenue of GSN.com in the Management Case to revenue of GSN.com in the Base Case. 38
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Discussion of Liberty Case
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Overview Salem Partners believes potential incremental value to Liberty of owning 100% of GSN lies in six general areas. Comments Advertising Revenue Enhancement Due to Ratings Increase Analysis of precedent cable networks transactions indicates a significant near-term increase in ratings, which Salem Partners attributes primarily to cross promotion. We believe modest ratings growth under Liberty ownership will be possible over the projection term due to the ability of Liberty to cause increased stability in channel positioning. Affiliate Revenue Enhancement No change. Cost Savings Opportunities We believe the cost savings opportunities under Liberty ownership are not as great as originally anticipated by SPE and will only be realized upon a full consolidation of GSN into Liberty operations. Primary savings opportunities are in network operations and G&A. Ad sales, marketing and affiliates sales were also considered. International Network Opportunities Discussions with international cable network executives have indicated that Liberty has significant power to launch channels internationally. Given the strong appeal of game show programming internationally, this concept would seem to be a natural part of the strategy. Opportunity with FUN Technologies Liberty can use Fun as a skill game tracking stock and may drive a valuation increase through a contractual arrangement with Fun or an outright contribution of GSN.com’s business. Value Enhancement Opportunity with Other Liberty Entities Considered But Not Included DirecTV (other than ability to leverage distribution for better GSN channel placement). OpenTV Starz/Encore (shared programming considered but not included). QVC (joint programming considered but not included). 39
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Discussion of Liberty Case Financial Projections The following chart sets forth the projected financial results for GSN under the Liberty Case. International network opportunity is not reflected in the projections but is addressed in the valuation based on comparable transactions. 40
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Discussion of Liberty Case Financial Projections – Liberty Case versus Base Case The following chart highlights the changes from the Base Case to arrive to the Liberty Case. 41
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Notes: Queer Eye for the Straight Guy premiered on Bravo in July 2003 (T+8). Notes: Beach Patrol: Miami Beach premiered on Court TV in July 06 (T+2). Notes: 'Til Death Do Us Part premiered on Court TV in April 06 (T-1). Notes: Las Vegas Law premiered on Court TV in February 06 (T-3). Notes: The Chapelle Show premiered on Comedy Central in November 03 (T+7). Notes: Each data point represents one month. Discussion of Liberty Case Ratings Increase due to Liberty Acquisition The chart below illustrates the ratings increase that occurred when Bravo, Comedy Central and Court TV were acquired by NBC, MTV Networks and Time Warner, respectively. These transactions represent recent consolidations of formerly independent channels into major media companies. We believe that cross promotion was a primary driver of the ratings increases. Ratings Increase Due to Acquisition 24-Hour Nielsen Ratings 42
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Discussion of Liberty Case Potential Ratings Increase due to Cross Promotional Opportunities Salem Partners evaluated the number of cross promotional subscribers Bravo, Comedy Central and Court TV picked up once it became affiliated with a larger group of networks. These subscriber increases were then compared to the ratings increases and used to approximate the increase in GSN’s rating if it were owned by Liberty. We calculated the approximate ratings increase to be 16%, which contributes to an increase of 35% in national spot revenue and 19% in advertising revenue overall in 2008. This analysis would demonstrate a much larger potential impact if it included the Rainbow channels. (In millions) 43
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Discussion of Liberty Case Potential Ratings Increase Due to Enhanced Channel Stability We believe that Liberty will be able to utilize its influence as a major distributor of cable programming to cause greater stability in GSN’s channel positioning, leading to a higher possibility of organic ratings growth going forward. Liberty will have direct influence over DirecTV. Liberty should be able to utilize the threat of retaliation to keep cable MSOs from altering GSN’s channel positioning. An analysis of GSN’s ratings history in two different markets highlights the difficulties in maintaining or growing ratings when channel positioning is changed by an MSO or satellite provider. The chart below highlights GSN’s historical ratings in two markets where Comcast is the cable provider. Comcast Sacramento carries GSN on expanded basic and has been on the same channel for many years. Comcast Baltimore use to carry GSN on expanded basic, but was migrated to digital by Comcast in September 2006. GSN’s rating went from a 0.23 to a 0.08 when it was migrated. Local Market GSN Ratings Notes: Ratings data is based against total cable subs in the DMA, not against GSN’s universe. No single MSO owns all the cable subs in a DMA. While some may dominate a DMA, other smaller MSO/systems exist and impact ratings, therefore, some ratings impact may be muted by other systems. GSN is migrated from expanded basic to digital. 44
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Discussion of Liberty Case Cost Savings Opportunities Salem Partners has performed an analysis of the potential cost savings due to consolidation of GSN into Liberty’s operations. We believe that cost savings opportunities exist but will be realized only if Liberty fully consolidates. Rather than speculate about whether Liberty would make such a decision and the timing of when such a move might occur, we have quantified the opportunity but have valued the Liberty Case with and without such cost savings. One-time costs to move are estimated at $7.4 million, including 50% of total annual payroll (six months) of assumed severance, one year of rent from lease breakage and $1 million of moving costs. 45
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Discussion of Liberty Case Cost Savings Opportunities (Continued) The following chart highlights a summary of our cost savings analysis 46
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Discussion of Liberty Case International Network Opportunity In our survey of international cable network executives, we received the following comments regarding the potential for Liberty to launch international channels. “[Liberty] has the ability, at least in some territories, to launch channels. Whether they have the desire is something else.” “It is possible to launch new international channels, but much more difficult than it used to be. You need either a brand or other channel or distribution leverage. Liberty has that.” –International cable network executive response to the question, “Does Liberty have the clout internationally to launch new networks?” –International cable network executive response to the question, “How difficult is it to launch new international networks? Can Liberty do it?” 47
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Discussion of Liberty Case Impact on FUN Technologies The potential incremental value of GSN.com to Liberty is suggested in the chart below. Salem Partners has assumed that Liberty can reduce website costs and G&A by 80% if Liberty and Fun entered into a contractual relationship whereby Fun manages the entirety of GSN.com. 48
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Discussion of Liberty Case Liberty annotated stock price analysis Salem Partners analyzed the catalysts for significant stock price movement of Liberty’s common stock in order to determine whether there is precedent for an expected increase in Liberty’s stock upon an acquisition of GSN. While no precedent is obvious, we still believe an announcement would indicate further proof of concept of Liberty Management’s business plan and could lead to a stock price increase. Given Liberty Capital’s current market capitalization, a 1% increase in stock price indicates a $153 million increase in market value. Stock price as of 3/23/07: $23.39 2/13/07: Exchanges shares with CBS; tracked by LCAPA 7/21/05: Spins off Discovery Holding Co.; tracked by LCAPA 8/9/06: Reports 2 nd quarter results; revenue increased 16% 11/3/04: Enters into swap transaction with News Corp. 6/7/04: Spins off Liberty Media Int’l 5/24/02: Reports 1 st quarter results 3/27/03: Investment into News Corp. 8/28/02: Acquires stake in OpenTV 6/25/03: Withdraws from Vivendi bidding 10/27/03: Reports 3 rd quarter results 10/8/02: Amends rights offering 5/16/06: Acquires IDT Entertainment 7/26/06: Acquires BUYSEASONS, Inc. 12/22/06: Acquires large stake in DIRECTV; tracked by LCAPA 49
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Discussion of SPE Case
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Financial Projections The following chart sets forth the projected financial results for GSN under the SPE Case. SPE Management’s projections of synergies were assumed. 50
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Discussion of SPE Case Financial Projections – SPE Case versus Base Case The following chart highlights the changes from the Base Case to arrive to the SPE Case. 51
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Discussion of Major Strategic Case
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Financial Projections The following chart sets forth the projected financial results for GSN under the Major Strategic Case. 52
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Discussion of Major Strategic Case Financial Projections – Major Strategic Case versus Base Case The following chart highlights the changes from the Base Case to arrive to the Major Strategic Case. 53
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Discussion of Major Strategic Case Ratings Increase due to Major Strategic Acquisition The chart below illustrates the ratings increase that occurred when Viacom was acquired by MTV Networks. These transactions represent recent consolidations of formerly independent channels into major media companies. We believe that cross promotion was the primary driver of the ratings increases. Ratings Increase Due to Acquisition 24-Hour Nielsen Ratings Notes: The Chapelle Show premiered on Comedy Central in November 03 (T+7). Notes: Each data point represents one month. 54
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Discussion of Major Strategic Case Potential Ratings Increase due to Cross Promotional Opportunities Salem Partners evaluated the number of cross promotional subscribers Comedy Central picked up once it became affiliated with a larger group of networks. These subscriber increases were then compared to the ratings increases and used to approximate the increase in GSN’s rating if it were owned by a Major Strategic. We calculated the approximate ratings increase to be 24%, which contributes to an increase of 45% in national spot revenue and 23% in advertising revenue overall in 2008. (In millions) 55
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GSN Valuation Analysis
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Introduction Salem Partners’ valuation of GSN is based on a number of analyses, including: Discounted projected cash flow: A detailed discounted cash flow valuation analysis applied to the Base Case, the Liberty Case, the SPE Case and the Major Strategic Case. Precedent comparable transactions: An analysis of precedent transactions involving cable network companies, online gaming and content companies and international cable networks companies. Public market comparables: An analysis of publicly-traded cable network companies, online gaming companies and international cable networks companies. Salem Partners believes that the most relevant valuation analyses for GSN’s linear channel is the discounted cash flow analysis. We have valued the online business utilizing two primary methodologies, a discounted cash flow analysis and an analysis of precedent transactions. The opportunity to create international versions of GSN was valued considering a number of precedent transactions and a discounted value analysis. 56
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GSN Valuation Analysis Summary of Projection Scenarios and Valuation The following chart sets forth a summary of major business plan assumptions and valuation as of January 1, 2007 under five different scenarios. Note: Range for traditional linear business assumes a 10% to 12% discount rate and a 10.5x to 14.5x exit multiple. Note: Range for online and participation businesses assumes a 35% to 42% discount rate and a 10.5x to 14.5x exit multiple. Note: Valuation assumes a 38% tax rate and mid-year convention. Note: Uses 2006 average subscriber figures. (1) Online valuation based on comparable company transactions and precedent transactions. Online valuation for Liberty Case includes cost savings to Fun Technologies. “Liberty Case” “Management Case” Base Case except for: Higher ratings assumptions 100% reduction in ad sales, affiliate sales, and marketing expenses 50% reduction in G&A ($ in millions) Valuation Range as of January 1, 2007 Participation BusinessOnline Business (1) Traditional Linear Business Base Case projections except for: Lower expense structure due to consolidation into SPE “SPE Case” $33$19$40$30$505$366Liberty Revenue Enhancement Case Base Case except for: Higher ratings assumptions Liberty Full Consolidation Case Includes revenue synergies and assumes full consolidation $33$19$32$25$372$273 Management projections except for: Lower projected advertising and affiliate sales growth Increase in participation expense Salem Partners’ online model replaces Management’s “Base Case” HighLowHighLowHighLowMajor Assumptions International Opportunity $56$37 $0 HighLow Total $634$452 $437$317 HighLow $33$19$40$30$547$397 $56$37 $676$483 $4.98 to $6.79 per sub $6.72 to $9.23 per sub $7.26 to $9.99 per sub $33$19$32$25$471$345 $0 $536$389 $6.31 to $8.60 per sub “Major Strategic Case” $33$19$32$25$865$631 $56$37 $986 $712 $11.51 to $15.80 per sub $40$24$34$29$682$493 $0 $756 $546 $9.00 to $12.45 per sub Management projections Compares to over $1 billion in value three years ago, reflecting lower expectations for business by Management 57
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GSN Valuation Analysis Discounted Cash Flow Analysis Salem Partners often utilizes a discounted cash flow analysis (“DCF”), among other analyses, for determining the fair market value of a company or asset. This approach estimates the present value of the projected cash flows expected to be generated by certain assets, and available to the owners of the assets. The two components to this cash flow analysis are: Estimated cash flows generated from January 1, 2007 through December 31, 2011 (the “Projection Period”) from the operations of GSN. The value of GSN at the end of the projection period (the “Terminal Value”). This value is calculated using a multiple of free cash flow in the final year of the Projection Period, which is determined by estimating GSN’s perpetuity free cash flow growth rate. –Each of these values are then discounted to January 1, 2007 using the appropriate discount rate. The appropriate discount rate in a DCF analysis should reflect all risk of ownership and the corresponding risks of achieving the forecasted cash flows. It can also be interpreted as the rate of return that would be required by a capital investor to compensate them for the time value of their money as well as the inherent risk of the investment. Salem Partners has performed a detailed Weighted-Average Cost of Capital (“WACC”) analysis as a means of determining an appropriate and accurate range of discount rates. We have analyzed the WACC of public cable network companies as a basis for our estimates of the appropriate discount rates. We have also calculated a theoretical cost of capital for GSN utilizing a number of market-based assumptions. Salem Partners used two different ranges of discount rates to value the traditional linear business (ad and affiliate revenue) and the new media business (online and participation revenue). 58
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GSN Valuation Analysis Summary Discounted Cash Flow Analysis – Traditional Linear Business The chart below illustrates a sensitivity analysis for the discounted cash flow valuation for GSN utilizing various discount rate, terminal multiples and implied perpetuity cash flow growth rates. ($ in 000) 59
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GSN Valuation Analysis Base Case Discounted Cash Flow Analysis The chart below illustrates the summary discounted cash flow valuation analysis for GSN’s traditional linear business assuming Base Case projections. (1)Allocation between traditional linear and new media businesses based on revenue contribution. (2)Assumes a 38% tax rate. (3)Valuation as of January 1, 2007, assumes mid-year convention. 60
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GSN Valuation Analysis Liberty Case Discounted Cash Flow Analysis The chart below illustrates the summary discounted cash flow valuation analysis for GSN’s traditional linear business assuming Liberty Case projections. (1)Allocation between traditional linear and new media businesses based on revenue contribution. (2)Assumes a 38% tax rate. (3)Valuation as of January 1, 2007, assumes mid-year convention. 61
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GSN Valuation Analysis SPE Case Discounted Cash Flow Analysis The chart below illustrates the summary discounted cash flow valuation analysis for GSN’s traditional linear business assuming SPE Case projections. (1)Allocation between traditional linear and new media businesses based on revenue contribution. (2)Assumes a 38% tax rate. (3)Valuation as of January 1, 2007, assumes mid-year convention. 62
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GSN Valuation Analysis Major Strategic Case Discounted Cash Flow Analysis The chart below illustrates the summary discounted cash flow valuation analysis for GSN’s traditional linear business assuming Major Strategic Case projections. (1)Allocation between traditional linear and new media businesses based on revenue contribution. (2)Assumes a 38% tax rate. (3)Valuation as of January 1, 2007, assumes mid-year convention. 63
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GSN Valuation Analysis WACC Analysis The chart below is a detailed WACC analysis for Outdoor Channel, Crown Media and Viacom. 64
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GSN Valuation Analysis Perpetuity Growth Matrix Note: Free Cash Flow equals EBIT after applying a 38% tax rate. 65
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GSN Valuation Analysis Precedent Transaction Analysis – Cable Networks Salem Partners has analyzed 28 precedent transactions involving cable network companies since 1993. These transactions have been mergers, acquisitions or investments that have resulted in a significant equity stake in a cable network company, including situations where a company has been acquired, an entire controlling stake in a company has been acquired, or a company has taken a significant equity stake of a company. These transactions are more likely to include a ‘control premium’ paid by the acquiror. These precedent transactions are indicative of the historical prices paid for equity interests in cable networks. Typical metrics to analyze in a transaction are enterprise value per subscriber and enterprise value divided by EBITDA. Many of these transactions are outdated and many in the industry place less emphasis on per subscriber multiples in valuing channels than they did 10 years ago. 66
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GSN Valuation Analysis Precedent Transaction Analysis The chart below illustrates precedent transactions in the cable network industry. Note: Enterprise value is defined as the total equity value of the target company less certain assets, including cash and marketable securities, and plus certain liabilities, such as debt and minority interest. Does not include 3/29/2007 Travel Channel transaction as a value was not disclosed. 67
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GSN Valuation Analysis Public Market Comparables – Cable Networks Salem Partners has selected the following companies to compare their trading values to the value of GSN: Discovery Holdings, Ltd. (“Discovery Holdings”) –Discovery Holdings, Ltd. holds 50% interest in Discovery Communications, Inc., which operates and manages a portfolio of channels, including Discovery Channel, TLC, Animal Planet and Discovery Kids. –Discovery Channel, one of Discovery Holdings’ networks, has over 90 million subscribers and is one of top ten cable networks when ranked by ratings. Outdoor Channel Holdings, Inc. (“Outdoor Channel”): –Outdoor Channel is an independent cable network that focuses primarily on hunting, fishing and motorsports programming. –Outdoor Channel has over 31 million subscribers as well as carriage with most of the major MSOs and satellite service providers, including DirecTV, Comcast, Time Warner, Cox, Charter and others. Crown Media Holdings, Inc. (“Crown”): –Crown is an independent cable network operator that owns and operates The Hallmark Channel (“Hallmark Channel”). –In 2006, Crown sold its film library to RHI. –Crown has over 75 million domestic subscribers and is one of top ten cable networks when ranked by ratings. 68
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GSN Valuation Analysis Public Market Comparables The chart below illustrates financial metrics and valuation multiples for Discovery Holdings, Outdoor Channel and Crown. Note: Stock price as of March 28, 2007. 69
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GSN Valuation Analysis Base Case Summary Valuation Analysis – Online Business The chart below illustrates the summary valuation analysis for GSN’s online business. 70
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GSN Valuation Analysis Comparable Company Analysis – Online Business In order to estimate the potential value of GSN.com, Salem Partners has reviewed the two most comparable public companies: Fun Technologies and RealNetworks. To compute a value of GSN.com, Salem Partners has only used the multiples of Fun Technologies because it is the most comparable pure-play. Further, we believe EBITDA is a better metric to focus on given the lack of net revenue projections for Fun. Note: Revenue figures are on a gross basis. Note: Stock prices as of 3/28/2007. 71
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GSN Valuation Analysis Precedent Transactions – Online Business In order to estimate the potential value of GSN.com, Salem Partners has analyzed a number of precedent transactions. 72
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GSN Valuation Analysis Precedent Transactions – Online Business The chart below outlines the relevant transactions used to value GSN.com (complete list in Exhibit A). (1) Revenue figure is from year acquisition occurred. 73
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GSN Valuation Analysis Summary Discounted Cash Flow Analysis – Online and Participation Business The chart below illustrates a sensitivity analysis for the discounted cash flow valuation for GSN.com and GSN’s participation business, utilizing various discount rates, terminal multiples and implied perpetuity cash flow growth rates. ($ in 000) 74
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GSN Valuation Analysis Base Case Discounted Cash Flow Analysis – Online Business The chart below illustrates the summary discounted cash flow valuation analysis for GSN’s online business. (1)Allocation between traditional linear and new media businesses based on revenue contribution. (2)Assumes a 38% tax rate. (3)Valuation as of January 1, 2007, assumes mid-year convention. 75
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GSN Valuation Analysis Base Case Discounted Cash Flow Analysis – Participation Business The chart below illustrates the summary discounted cash flow valuation analysis for GSN’s participation business. (1)Allocation between traditional linear and new media businesses based on revenue contribution. (2)Assumes a 38% tax rate. (3)Valuation as of March 31, 2007, assumes mid-year convention. 76
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GSN Valuation Analysis Precedent Transactions – International Cable Networks In order to estimate the potential value of GSN in the international marketplace, Salem Partners has analyzed a number of precedent transactions (complete list in Exhibit B). The following transactions are deemed to be most relevant. 77
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GSN Valuation Analysis International Discounted Cash Flow Analysis The chart below illustrates the summary valuation analysis if Liberty were to create an international GSN channel. 78
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Exhibits
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Precedent Transaction Analysis Casual Games
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Exhibits A. Precedent Transaction Analysis – Online Business (1) Revenue figure is from year acquisition occurred. 79
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Exhibits A. Precedent Transaction Analysis – Online Business (Continued) (1) Revenue figure is from year acquisition occurred. 80
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Exhibits A. Precedent Transaction Analysis – Online Business (Continued) (1) Revenue figure is from year acquisition occurred. 81
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Precedent Transaction Analysis International Cable Networks
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Exhibits B. Precedent Transaction Analysis – International Cable Networks 82
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Exhibits B. Precedent Transaction Analysis – International Cable Networks (Continued) 83
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Exhibits B. Precedent Transaction Analysis – International Cable Networks (Continued) 84
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Exhibits B. Precedent Transaction Analysis – International Cable Networks (Continued) 85
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Exhibits B. Precedent Transaction Analysis – International Cable Networks (Continued) 86
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Overview of Fun Technologies
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Exhibits C. Overview of Fun Technologies Liberty Media owns 53% of FUN Technologies and is the lender to FUN on a C$15 million senior debt facility of which C$5 million is currently drawn. Liberty became a shareholder in FUN in March 2006 when Liberty Media Corp. purchased 33.8 million shares of FUN for $148.7 million. FUN is a publicly-traded company listed on the TSX and is quoted on the AIM and OTC pinksheets. FUN has a track record of acquiring and integrating gaming sites and technologies: August 2006, Teagames Ltd. March 2006, WorldWinner, Inc. January 2006, Octopi LLC July 2004, SkillJam Technologies Corporation FUN and subsidiary “SkillJam” and GSN.com entered into a revenue sharing agreement in January 2005 whereby SkillJam implements and services a skill-game content area on GSN.com and splits revenue from such content 50/50%. 87
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Exhibits C. Overview of Fun Technologies (Continued) 8/15/06: Acquires Teagames Ltd. 3/20/06: SkillJam acquires WorldWinner, Inc. 1/18/06: Acquires Octopi, LLC Stock price as of 3/26/07: $2.58 11/13/07: Release 3 rd quarter report; revenues increase 30.1% 8/24/06: Acquires CDM Fantasy Sports. 1/5/05: Acquires Don Best Sports 1/14/05: Signs agreement with GSN. 4/7/06: Acquires Fantasy Sports, Inc. 3/10/06: Liberty Media Corp. acquires 54% of FUN 88
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Exhibits C. Overview of Fun Technologies (Continued) Enterprise Value (as adjusted (1) ) – $153.4 million Market Capitalization – $158.9 million Cash (as of December 2006) – $9.8 million The chart below details the acquisition history of FUN. (1) Adjusted for C$5 million ($4.3 million) under credit facility. 89
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Exhibits C. Overview of Fun Technologies (Continued) Equity Research Analyst Coverage:CIBC World Markets Rating:Sector Out-performer: Speculative Price Target:$7.00 Thesis:“For 2007, we expect revenues of $71.59 million up 52% year over year, and fully diluted adjusted EPS of breakeven.” Primary Valuation Methodology:DCF at 12% discount rate and 14.0x terminal multiple. Date of last report:March 28, 2007 90
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Alternative WACC Analysis
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Exhibits D. Alternative WACC Analysis 91
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