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INVESTMENT IN LEFT BANK PICTURES Presentation to the Investment Committee July 27, 2012 DRAFT – July 20, 2012
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DRAFT Executive Summary SPT has an opportunity to acquire a controlling stake in Left Bank Pictures, a leading television and film production company specializing in drama based in the UK Acquisition of Left Bank will provide SPT a strong presence and credibility in the UK scripted market, a platform to further exploit SPT’s scripted catalogue, as well as an opportunity to drive growth for Left Bank in the US and globally through SPT’s network of production companies – Left Bank selected Sony out of a group of 5 potential strategic partners which will give us credibility in this key IP- generating market and have a halo effect to help us win other key acquisitions Left Bank’s productions have been internationally acclaimed, commissioned by key UK, US and European broadcasters and have received many awards including BAFTA, RTS and BPG Television and Radio Award SPE seeks to acquire 51% of Left Bank for $23.5M in FYE13 plus an earn-out of $2.7M–$8.2M in FYE15; the remaining 49% is subject to a put/call with a floor/cap of $18.5M–$46.1M in FYE18. Total purchase price of $44.7M–$77.9M if put/call exercised – Within the $18.5M–$46.1M floor/cap, the put/call will be at fair market value constrained within an EBITDA multiple range of 7x–10x to be determined by an independent valuation Under SPT’s Base Case projections for Left Bank, SPT expects to pay $29.0M for 51% ($23.5M in FYE13 plus an earn-out of $5.5M in FYE15). Expected put/call payment for the remaining 49% of $21.7M– $27.9M in FYE18 for a total expected 100% purchase price of $50.7M–$56.9M FYE13 payment of $23.5M is included in FYE13 International Production cash flow budget 2
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DRAFT SPT International Production Growth Strategy SPT has grown its international production operations through acquisitions and start-ups and is now a leading television producer and the US studio with the most significant global footprint – SPT International Production operates 20 local language television production entities in 14 countries, with programming produced in 88 countries and 73 languages – The international production business has grown through organic launches, launches with local partners and acquisitions – Acquisitions included local language production companies in the UK, France, Russia, Netherlands and Colombia, while start-ups with local creative talent were also launched in the UK, Italy, Belgium, UAE, Lebanon, Egypt and Brazil SPT International Production has established a solid network of non-scripted and scripted prodcos worldwide – SPT’s non-scripted expertise spans across all key genres with over 200 formats in its catalogue – including top franchise Who Wants to be a Millionaire aired in over 100 countries – SPT has produced over 10,000 episodes of original scripted programming in all key genres across 30 countries in over 13 languages; has also adapted to date 18 US series across 25 countries in local languages, including The Nanny, Married with Children and Everybody Loves Raymond SPT expects to drive strong growth through significant content creation as well as continued footprint expansion – Fuel content generation through organic development, acquisitions, strategic partnerships and synergies with Sony owned content to create global hit formats that are exportable around the world – Build a significant presence in all strategically important content creation territories and ensure strength in all genres in each territory – Other than the US, the UK is a critical TV content creation market due to potential for profit generation and worldwide format potential – Continue to fortify global footprint through expansion into new high potential and highly strategic territories Investment in Left Bank would be consistent with SPT’s growth strategy and would be highly strategic to future expansion and profitability – Aligns with SPT’s current strategic approach of rapidly building scale in the UK through aggregating quality independent producers and creative talent 3
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DRAFT Overview of Left Bank Pictures Left Bank is a leading UK scripted series and feature film producer with four dramas currently on air Left Bank has grown significantly over the past five years and has built up a valuable IP library driven by shows with multiple season orders, genre versatility and international sales – Left Bank has third season commissions for its most significant shows Strike Back, Wallander and Mad Dogs – Produces a wide range of drama and comedy productions for UK, US and European broadcasters including BBC, ITV 1, Channel 4, Sky 1 HD, HBO Cinemax, Degeto Film Gmbh and RTE, as well as three feature films – Proven co-production success, a growing area for SPT – Seasoned development of original fiction as well as adaptations Left Bank is led by CEO Andy Harries who is one of the UK’s most successful and respected television and film producers – Andy and Managing Director Marigo Kehoe started Left Bank in 2007 with a minority investment from BBC Worldwide – Andy was formerly Controller of Drama, Comedy and Film for Granada (formerly ITV studios); Marigo was formerly Head of Production for Granada and for Tiger Aspect – Andy’s film credits include producer of BAFTA winning and Oscar nominated feature film The Queen Future growth will be driven by a strong new development slate, possible increase in US productions/co- productions, synergies with SPT production/distribution network and SPE catalogue exploitation Pre-transaction key shareholders are: Andy Harries (51.1%), Marigo Kehoe (15.0%), BBC Worldwide (24.9%) and Left Bank Employees (9.0%) – SPT to purchase 51% from existing shareholders on a pro rata basis 4
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DRAFT ShowBroadcasterDetails Strike Back (55% of FYE12 Revenue) Sky1 (UK ) HBO Cinemax (US) RTS Award-winning drama used to successfully re-launch HBO’s Cinemax channel in the US Season 3 commissioned and in production, seasons 4 and 5 in discussions with season 4 in paid development 10x60’ episodes/minutes FYE12 revenue: $27.5M Mad Dogs (13% of FYE12 Revenue) SKY1 HD (UK)Most successful UK drama in 2011 for satellite TV channels Season 3 currently on air US adaptation in development 4x60’ episodes/minutes FYE12 revenue: $6.6M DCI Banks (14% of FYE12 Revenue) ITV 1 (UK)DCI Banks: Aftermath achieved an average 6.9M viewers (25% share), reinvigorating Friday night drama on ITV1 Season 2 commissioned and in production 6x60’ episodes/minutes FYE12 revenue: $7.1M Wallander (14% of FYE12 Revenue) BBC One (UK)Seven times BAFTA Award-winning drama Season 3 commissioned and in production 3x90’ episodes/minutes FYE12 revenue: $7.1M Key Left Bank Shows 5 Left Bank produces several drama series with multiple season commissions as well as comedies, documentaries, miniseries and feature films which strengthen its brand as a premier producer
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DRAFT Strategic Benefit to SPE Acquisition of Left Bank will provide SPT with strong presence and credibility in the UK scripted market – UK is a strategically important market for global television production, being the largest exporter of TV formats in the world and the second largest (after the US) exporter of finished TV programming – Left Bank is a proven developer and producer of successful programs which attract top talent and advertisers, generate strong broadcaster interest globally and provide significant international distribution value SPT will become a stronger player in the two largest English language markets – With Strike Back, Left Bank is now one of the few companies that has produced scripted programming that has aired in the UK and US simultaneously – Provides SPT strong platform and opportunity to sell scripted shows produced in the UK to the US and vice versa – Opportunity to co-develop and co-produce across major markets, leveraging SPT’s other opcos and Left Bank’s co- production experience Acquisition can generate significant strategic synergies and drive growth for both SPT and Left Bank – SPT can leverage Left Bank to drive growth of SPT scripted business worldwide in its portfolio companies, further exploit its large scripted format catalogue and increase international scripted co-productions – SPT can accelerate Left Bank’s growth through its global production network, strong US production presence and world-class distribution team Sony will distribute all future shows and formats from Left Bank that do not fall within BBCW’s existing distribution contract and charge Left Bank a commission —Left Bank’s shows have strong international appeal and over 20 programs have been sold to 45 different countries —SPT’s strong global distribution team and strong US presence will further drive Left Bank’s potential IP value 6
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DRAFT Left Bank has grown significantly since it was founded and revenue is expected to grow at a 8% CAGR from FY12–FY18 KEY LEFT BANK GROWTH DRIVERS Reduction in FYE11 earnings was the result of no deliveries of Strike Back 2 and Wallander 3 (under UK accounting methods this Revenue and EBITDA reduction did not exist) FYE12 growth driven by Strike Back 2 commission on HBO Cinemax in the US, returning shows such as Wallander, DCI Banks and Mad Dogs and new comedy Cardinal Burns 69% of FYE13 revenue is assumed to result from content in paid development with broadcasters; growth driven by re-commissions of all key shows and new comedy Naked House $90M currently in development pipeline consisting of re-commissions of returning series (Strike Back, DCI Banks, Wallander, Mad Dogs) and new series in development Decline in FYE17 is due to SPT’s conservative assumption that Strike Back goes off the air after 6 seasons Left Bank Financial History and Forecast 7 8% CAGR (FYE12–FYE18) 5% CAGR (FYE12–FY1E8) $MM
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DRAFT SPT Base Case P&L 8 Note: SPT Base Case P&L is based on US GAAP
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DRAFT Summary of Deal Structure and Material Terms Acquire 100% of Left Bank Pictures for a total purchase price of $44.7M–$77.9M (£28.5M–£49.7M) with 51% to be acquired at close and the remaining 49% to be acquired in 5 years via sellers’ capped put/SPT’s capped call – SPT Base Case purchase price for 100% of $50.7M–$56.9M (£32.3M–£36.3M) SPT to purchase 51% of the fully-diluted shares of Left Bank from existing shareholders on a pro rata basis – Net i nitial consideration of $23.5M (£15.0M) to be paid in FYE13; Purchase Price to be increased by surplus cash which will then be paid to Sony as a tax-exempt dividend – Earn-out of $2.7M–$8.2M (£1.75M–£5.25M) to be paid in FYE15 based on average EBITDA for August 2013–March 2014; SPT Base Case earn-out of $5.5M (£3.5M) – SPT Base Case purchase price for 51% of $29.0M (£18.5M) – SPT to control the Board with 4 of 7 board seats including Chairperson appointment rights – Minority shareholders will have limited protective veto rights – Shares may not be sold by either party prior to the 5 year option exercise window but either party may do so after window expires – If put/call is not exercised, tag along/drag along rights are triggered if 51% or more of Left Bank is sold to a 3 rd party buyer Remaining 49% of Left Bank to be acquired five years after close via sellers’ capped put/SPT’s capped call – SPT has a call, and sellers have a put, for the remaining 49% equity in FYE18 at a floor/cap of $18.5M–$46.1M (£11.8M–£29.4M) – Within the $18.5M–$46.1M floor/cap, the put/call will be at fair market value constrained within an EBITDA multiple of 7x–10x to be determined by an independent valuation – Assumed SPT Base Case exercise price of $21.7M–$27.9M (£13.8M–£17.8M) in FYE18 SPT to have worldwide distribution rights for all new formats and programs controlled by Left Bank as well as rights upon reversion from the BBC and in the UK from the commissioning broadcaster Principals Andy Harries and Marigo Kehoe to commit to 5 year employment terms. CFO and the 3 development/creative executives under Andy and Marigo to commit to 3 year terms Deal is structured in British Sterling and shown in USD at an assumed fx of 1.57 GBP:USD 9
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DRAFT Deal Payment Structure 10 Deal is structured in British Sterling and shown in USD at an assumed fx of 1.57 GBP:USD
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DRAFT Third Party Valuation Independent Fair Market Value Range – 100% Enterprise Value 11 $45 Base Case DCF Valuation assumption: 9.5x terminal value/1% implied perpetuity growth rate, 9.5% discount rate Excluding estimated distribution profit to Sony, After-Tax NPV of $5.5M–$9.4M. After-Tax IRR of 14%–16%. Cumulative Cash Break-even in Year 11 Note: Implied EBITDA multiples based on FYE12 EBITDA of $5.3M. Converted from GBP at 1.57 GBP:USD SPT Base Case Purchase Price for 100% ($57M) After-Tax NPV: $9.3M–$13.2M After-Tax IRR: 17%–19% After-Tax Payback: Year 10 14.8x 8.5x 10.8x 9.6x 11.3x 17.9x 11.3x 16.4x $60 $94 $78 $51–$57 $86 $MM K PMG was engaged to value Left Bank SPT’s purchase price range compares favorably to market valuations
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DRAFT EBIT Impact (Excluding Terminal Value) Acquiring a controlling interest will allow SPE to consolidate Left Bank Pictures and is expected to increase SPE’s EBIT by $4M–$5M per year under SPT’s Base Case once initial purchase price amortization levels taper off in FYE16 Cash Impact (Excluding Terminal Value) Financial Impact to SPE 12
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DRAFT Risks and Mitigations 13 RiskMitigation Significant revenue and gross profit come from a single show, Strike Back Left Bank has received a strong indication from Sky that it plans to air Strike Back for the long term There are several long running shows in the UK comparable to Strike Back, such Spooks and Dream Team which ran for 10 seasons SPT has conservatively projected that Strike Back continues through season 6 (FYE16) Left Bank will no longer qualify as an independent producer in the UK post-acquisition. Broadcasters in the UK have quotas for commissioning shows from independent producers. DCI Banks is the only Left Bank show currently on-air that qualifies for independent status. Sony and Left Bank have corresponded with the broadcaster who has communicated that Sony's ownership will not put future commissions of this program at risk. Left Bank is a very established producer in the market and Sony and Left Bank do not believe that the loss of its independent status will affect future show commissions Key creative personnel are critical to the success of Left Bank The two most critical creative employees are the founders Andy Harries and Marigo Kehoe. They will enter new 5-year employment agreements and we may purchase their shares at a material discount should they breach their employment. The value of the earn-outs and the put will incentivize them during their 5 year employment term. The value of their put can be maximized if they agree to extend their employment upon exercise of the put SPE also intends to groom successors to operate the business should they choose to depart. Existing series have value and momentum independent of their employment, as does the Left Bank brand name and credibility in the marketplace
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DRAFT Timing and Next Steps Sony Deliberations – July 27, 2012: Investment Committee – July 31, 2012: Group Executive Committee Targeted Date August 6-10, 2102: Sign Definitive Agreements and Close – Shareholders Agreement – Share Purchase Agreement – Articles of Association – Distribution Agreement with SPT – Employee Service Agreements End of Exclusivity Period: July 31, 2012 – SPT believes negotiations will continue successfully beyond the exclusivity period 14
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