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INVESTMENT IN LEFT BANK PICTURES Presentation to the Investment Committee July 27, 2012.

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Presentation on theme: "INVESTMENT IN LEFT BANK PICTURES Presentation to the Investment Committee July 27, 2012."— Presentation transcript:

1 INVESTMENT IN LEFT BANK PICTURES Presentation to the Investment Committee July 27, 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 SPE seeks to acquire 51% of Left Bank for $23.5M at close in FYE13 plus an earn-out of $2.7M– $8.2M in FYE15; the remaining 49% is subject to a put/call mechanism with a floor/cap of $18.5M–$46.1M exercisable in FYE18. Total purchase price range of $44.7M–$77.9M for 100% if put/call is exercised. Under SPT’s Base Case projections, SPT expects to pay $29.0M for 51% ($23.5M in FYE13 plus 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 purchase price of $50.7M–$56.9M for 100% FYE13 payment of $23.5M is included in FYE13 International Production cash flow budget 2

3 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 – 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 new high potential and highly 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 3

4 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 Granada (formerly ITV studios); 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 SPT to purchase 51% of Left Bank from existing shareholders on a pro-rata basis – Existing shareholders are Andy Harries (51%), Marigo Kehoe (15%), BBC Worldwide (25%) and Employees (9%) 4

5 Left Bank Programs Video 5

6 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 6 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

7 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 BBCW’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 7

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

9 SPT Base Case P&L 9 Note: SPT Base Case P&L is based on US GAAP

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 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) 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 Deal Payment Structure 11 Deal is structured in British Sterling and shown in USD at an assumed fx of 1.57 GBP:USD

12 Third Party Valuation 12 Base Case DCF Valuation assumption: 9x 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 K PMG was engaged to value Left Bank SPT’s purchase price range compares favorably to market and discounted cash flow valuations Independent Fair Market Value Range – 100% Enterprise Value $45 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 14.8x 8.5x 11.3x 17.9x 11.3x 16.4x $60 $94 $78 $51–$57 $86 $MM

13 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 13

14 Estimated Pro Forma Balance Sheet 14

15 Risks and Mitigations 15 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

16 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 16

17 Appendix 17

18 Detail on Shareholding in Left Bank SPT will purchase 51% of Left Bank from existing shareholders on a pro-rata basis BBCW to remain a shareholder in Left Bank and will be subject to earn-out and put/call 18

19 Left Bank Cash Flow Detail 19

20 Distribution Profit to SPE 20 SPT will have worldwide distribution rights to all future show commissions; BBCW to retain rights for existing and future commissions of shows currently on-air

21 Sensitivity Analysis Fair Market Value Range – 100% Enterprise Value 21 Base Case DCF Valuation assumption: 9x terminal value/1% implied perpetuity growth rate, 9.5% discount rate Upside Case DCF Valuation assumption: Strike Back continues two seasons longer than Base Case through FYE18 11x–13x terminal value/2%-4% perpetuity growth rate, 9%-10% discount rate range Downside Case: Strike Back continues two seasons longer than Base Case through FYE18; new revenue assumed at 50% of Base 11x–13x terminal value/2%-4% perpetuity growth rate, 9%-10% discount rate range Note: Implied EBITDA multiples based on FYE12 EBITDA of $5.3M. Converted from GBP at 1.57 GBP:USD SPT Low Case DCF After-Tax NPV: $(.7)M–$3.3M After-Tax IRR: 9%–12% After-Tax Payback: Year 11-12 SPT Base Case DCF After-Tax NPV: $9.3M–$13.2M After-Tax IRR: 17%–19% After-Tax Payback: Year 10 11.3x 16.4x $60 $86 $MM 9.3x 12.8x $49 $67 17.1x 23.7x $90 $125 SPT High Case DCF After-Tax NPV: $22.6M–$34.9M After-Tax IRR: 24%–29% After-Tax Payback: Year 9-10 SPT Base Case Purchase Price ($51M-$57M) $60 $94 11.3x 17.9x

22 Detail on Independent Valuation Range 22

23 Comparable Transaction Analysis 23

24 Comparable Companies Analysis 24


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