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Interim Status Update April 20, 2011 ETV INVESTMENT OPPORTUNITY 1
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Expanding our footrpint into regional language channels taps into a growing local advertising market Strategic Rational / Importance High growth market: currently underserved and have a combined viewership greater than the Hindi market Diversification: new source of revenue that reduces over-reliance on Hindi GEC & offers a more stable revenue stream of ad revenue Distribution: Strengthens the distribution bouquet by making it a “must carry” in all parts of the country Leverage: distribution and ad sales infrastructure The Rationale for Indian Regional Language Channels Competition Our largest competitors have seen benefits from a broad portfolio of both regional and national channels Star: 24 total channels; 10 national; 12 regional channels Zee: 32 total channels; 13 national, 6 regional channels 2
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Operates in Telugu, Bangla, Marathi, Kannada, Gujarat and Oriya marketplaces 2 nd largest TV network in Southern India and in the top five most viewed networks in the country ETV, the flagship Telugu channel has a strong position in Telugu market (2 nd largest regional market behind Tamil) All of ETV’s regional GE channels rank among top 3 in the respective markets that they operate The flagship channel is ~15 years old; Other channels are operating roughly 7-10 years Has successfully converted all its channels to subscription channels Movie library of approximately 3,500 movies in 9 regional languages ETV: Bouquet of Six Regional GE Channels 3
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Company Structure Current Group Structure Telegu / Non Telegu News Non-Telegu GECs Telegu General Entertainment Channels UEPL Broadcasting Business 1 23 Ownership Structure: ►Reliance Industries Limited 49% ►Ramoji Rao family: 51% Ownership Structure: ►Reliance Industries Limited : 100% FYE March 2011 EBITDA ►Not applicable; SPE is not considering acquiring FYE March 2011 EBITDA ►$22.2MM FYE March 2011 EBITDA ►$14MM 4
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Reliance is actively soliciting indications of interest in ETV – We believe Star, a key competitor, is interested and has submitted an indication of interest – Parties have received historical financials but will not be allowed to review forecasts or conduct diligence until ETV’s owners further vet indications of interest and structure SPE’s goal has been to put forth a legitimate and viable structure and valuation in order to proceed to the next round and begin formal diligence All indications of interest have been on a non-binding basis with significant outs, including outs for diligence SPE is currently awaiting feedback from Reliance and the Ramoji family on a structure that would allow it to acquire control of both the Telegu and Non-Telegu assets (News assets are not under consideration) Negotiating Status 5
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With E&Y’s guidance, SPE initially expressed interest in: – Acquiring 100% of the Telegu Channels (from Reliance) – Acquiring 49% of the Non-Telegu Channels (from Reliance) – Cash outlay by SPE: $500MM – Implied combined value for Telegu and Non-Telegu: $728MM We are now discussing acquiring control (51%-60%) of both the Telegu and Non-Telegu Channels; the structure requires support of the Ramoji family – Acquiring 51% - 60% of the Telegu Channels (from Reliance) – Acquiring 51%-60% of the Non-Telegu Channels (potentially a portion from the Ramoji Rao family and a portion from Reliance) – Reliance would stay in for a portion – A 60% structure would provide leeway to bring in a 3 rd party PE firm (e.g. Blackstone) – Cash outlay by SPE: $371MM - $446MM – Implied combined value for Telegu and Non-Telegu: $728MM - $744MM Potential Deal Structure 6
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