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INVESTMENT IN LEFT BANK PICTURES Presentation to the Group Executive Committee July 31, 2012.

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Presentation on theme: "INVESTMENT IN LEFT BANK PICTURES Presentation to the Group Executive Committee July 31, 2012."— Presentation transcript:

1 INVESTMENT IN LEFT BANK PICTURES Presentation to the Group Executive Committee July 31, 2012

2 Executive Summary SPT has an opportunity to acquire a controlling stake in Left Bank Pictures, a leading scripted television drama series and film production company based in the UK Acquisition of Left Bank will give SPT a stronger presence and credibility in the highly strategic UK scripted market, add a platform for SPT to further exploit its scripted catalogue, and drive additional growth for Left Bank and SPT by leveraging SPT’s worldwide production and distribution businesses Left Bank’s shows have been commissioned by key UK, US, and European broadcasters and have received international acclaim, including BAFTA, RTS and BPG Television and Radio awards Under Base Case projections, SPT seeks to pay $29.0M for 51% ($23.5M in FYE13 plus earn-out of $5.5M in FYE15). Estimated put/call payment for the remaining 49% of $21.7M–$27.9M in FYE18 for a total estimated purchase price of $50.7M–$56.9M for 100% – The put/call is constrained to $18.5M–$46.1M via a contractual floor/ceiling FYE13 payment of $23.5M is included in FYE13 International Production cash flow budget 2

3 SPT International Production Footprint 3 SPT International Production has established a solid network of non-scripted and scripted local language production companies worldwide SPT is the US studio with the most significant global footprint Operates 20 local language television production entities in 14 countries, with programming produced in 88 countries and 73 languages

4 SPT International Production Operations 4 Launched Alone Acquired (alone/partner) Launched with Partner Miami/Latin America Paris Cologne Moscow Hong Kong Dubai Cairo Beirut SPT has grown its international production operations through acquisitions and start-ups and is now a leading television producer – 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 – 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

5 SPT International Production Growth Strategy Continue to drive strong growth through significant content creation and footprint expansion Fuel content generation through organic development, the SPE library, acquisitions, and strategic partnerships 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 – 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 Continue to fortify global footprint through expansion into high-growth potential and/or strategic territories Investment in Left Bank aligns with SPT’s current strategic approach to rapidly build scale in the UK by aggregating quality independent producers and creative talent and will be very strategic to SPT’s future expansion and profitability 5

6 Overview of Left Bank Pictures Left Bank is a leading UK scripted series and feature film producer with four drama series currently on air Left Bank has grown significantly over the past five years and has built a valuable IP library driven by shows with multiple season orders, genre versatility and international sales – Has third season commissions for its most significant shows, Strike Back, Wallander and Mad Dogs – Produces a wide range of drama and comedy series for UK, US and European broadcasters including BBC, ITV 1, Channel 4, Sky 1 HD, HBO Cinemax, Degeto Film Gmbh and RTE – Has produced 3 feature films – Has successful co-productions outside the UK with local producers and broadcasters, a growing area for SPT Left Bank is led by CEO Andy Harries, 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 Head Controller of Drama, Comedy and Film for ITV Studios (formerly Granada); Marigo was formerly Head of Production for Granada and Tiger Aspect – Andy’s film credits include producer of BAFTA winning and Oscar nominated feature film The Queen Left Bank’s future growth will be driven by its existing programs, new development slate, potential future US production/co-production and from its partnership with SPT Current shareholders are Andy Harries (51%), Marigo Kehoe (15%), BBC Worldwide (25%) and Left Bank Employees (9%) 6

7 Left Bank Programs Video 7

8 Strategic Benefit to SPE Acquisition of Left Bank will provide SPT with stronger presence and credibility in the highly strategic UK scripted market – Left Bank’s strong reputation for successful series allows it to attract top talent and advertisers – Left Bank’s shows have been commissioned by all of the major UK broadcasters – Left Bank’s success in the UK market has generated strong international broadcaster interest which creates 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 airing simultaneously in the UK and US – Provides SPT with a strong platform and opportunity to sell scripted shows produced in the UK to the US and vice versa Acquisition can generate synergies and drive growth for both SPT and Left Bank – SPT can leverage Left Bank’s expertise and library to facilitate growth of SPT’s worldwide scripted business in its portfolio companies including the US which in turn accelerates Left Bank’s growth – SPT can also accelerate Left Bank’s growth through its world-class distribution team Sony will distribute all of Left Bank’s new shows and formats and earn a commission —These new shows and formats fall outside BBC Worldwide’s distribution agreement with Left Bank —Left Bank’s shows have strong international appeal and over 20 programs have been sold to 45 different countries 8

9 Left Bank has grown significantly since it was founded and revenue is expected to grow at a 8% CAGR from FYE12–FYE18 Left Bank Financial History and Forecast 9 8% CAGR (FYE12–FYE18) 5% CAGR (FYE12–FY1E8) $MM

10 Summary of Deal Structure and Material Terms Acquire 100% of Left Bank Pictures for a total purchase price of $45M–$78M (£28.5M–£49.7M) – SPT Base Case purchase price for 100% of $51M–$57M (£32.3M–£36.3M) SPT to purchase 51% of the fully-diluted shares of Left Bank from existing shareholders at close and purchase the remaining 49% via a capped Put/Call – Net initial consideration of $23.5M (£15.0M) to be paid in FYE13; Purchase Price to be increased by surplus cash of $4.2M which will then be immediately repaid to Sony as a tax-exempt dividend as part of close ($23.5M + $4.2M = $27.8M paid with $4.2M immediately repaid to Sony) – Earn-out of $2.7M–$8.2M (£1.75M–£5.25M) paid in FYE15 based on EBITDA for Aug 2012–Aug 2014; Base Case is $5.5M (£3.5M) – Total Base Case purchase price for 51% of $29M (£18.5M) – SPT has a call, and sellers have a put, for the remaining 49% equity payable in FYE18 based upon FYE17 EBITDA – Put/Call has a floor/cap of $18.5M–$46.1M (£11.8M–£29.4M). Within the 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 – Base Case exercise price for 49% of $21.7M–$27.9M (£13.8M–£17.8M) SPT will control and consolidate the company – SPT to control the Board with 4 of 7 board seats including Chairperson appointment rights – Minority shareholders will have limited protective veto rights – 5 year restriction on share transfers to 3 rd parties – 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 SPT to have worldwide distribution rights for all new formats and programs controlled by Left Bank as well as rights to distribute the library when it reverts Principals Andy Harries and Marigo Kehoe to commit to 5 year employment terms. Left Bank’s CFO and 3 key 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 10

11 Third Party Valuation 11 The contractual minimum / maximum price for 100% of the Company is $45M–$78M 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 K PMG was engaged to value Left Bank SPT’s purchase price range compares favorably to market comparables and discounted cash flow valuations` Independent Fair Market Value Range – 100% Enterprise Value SPT Base Case Purchase Price for 100%: $51M–$57M After-Tax NPV: $9.3M–$13.2M After-Tax IRR: 17%–19% After-Tax Payback: Year 10 11.3x 17.9x 11.3x 16.4x $60 $94 $86 $MM

12 EBIT Impact During Business Plan Period 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 Cash Impact During Business Plan Period Financial Impact to SPE 12

13 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 key employees 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

14 Timing and Next Steps Sony Deliberations – July 31, 2012: Group Executive Committee Targeted Date August 6–10, 2012: 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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