Download presentation
Presentation is loading. Please wait.
Published byDinah Glenn Modified over 9 years ago
1
Confidential Draft Embassy Row Acquisition Overview November 2007 DRAFT AS OF: 11.12.07
2
1 Executive Summary Michael Davies will be the cornerstone of our game/reality format business –Format business represents a critical growth area for SPE –Game/reality shows lend themselves to syndication and international formatting, creating a highly profitable business –Davies has a proven track record of success in the industry and with SPT After evaluating alternatives for expanding our relationship with Michael Davies, we recommend an acquisition of his company, Embassy Row –Evaluated an acquisition and an extension of Davies’ current overhead deal –Acquisition secures Davies for the long-term, provides the foundation for a global format business, builds enterprise value, and re-aligns Davies incentives –An extension, while lower risk, does not build a business for the long-term We are requesting approval to submit a non-binding LOI for the acquisition of Embassy Row for $20MM plus performance-based earn-outs of up to $16MM –Earn-outs structured as roughly 35% of EBITDA in years 3,4, and 5; tying Davies’ incentives to our overall profitability –Once acquired, Embassy Row (inclusive of Power of 10) is anticipated to incur $1MM in EBIT losses in the first year and be EBIT additive thereafter –After acquisition we will further invest to increase capabilities, acquire international formats, and sell newly developed formats abroad
3
2 Overall Assumptions for Operations Embassy Row is a viable acquisition with limited incremental investment –Existing ER slate will be extended into syndication and formats sold abroad –New formats will be based on SPE library product, new U.S.-based development, and acquired international formats –9 additional people will be hired (plus assistants) 3 to sell formats internationally 3 to acquire successful international formats for domestic development 3 to develop additional show concepts in-house SPT will also seek to acquire international production companies to grow Embassy Row into a truly global business –Acquire multiple international production companies to increase local development, sales, and acquisitions The business will be managed as an independent unit within SPT –Dedicated P&L including all of SPT’s game/reality shows worldwide –Acquired international production Cos. would report directly into this business unit
4
3 Acquisition PV of cash flows (EBITDA, earn-out and terminal value) less purchase price Inclusive of recoupment of EP fees for 2008 Includes additional overhead costs, G&A and dev. budget Formats sold in 17 territories ($ in MM) Incremental Value of Acquisition vs. Deal Extension 2 Year Extension PV of future cash flows for shows created during a 2 year deal extension Inclusive of recoupment of EP fees for 09/10 and Davies’ overhead costs SPT receives 75% of profits on 1 st run shows and 50% on formats sold internationally Formats sold in 15 territories ($ in MM) Begins with Embassy Row Base Slate (1) –Low Case: Zero chargeback, eliminate all short order cable series (only in acquisition case) and 1 st run syndication of network shows –Mid Case: Zero chargeback and 1 format sold in 2 nd season (1-yr early) –High Case: 10% chargeback, 3 formats sold in 2 nd season (1-yr early) and 1 show sold into syndication in 2 nd season (1-yr early) Excludes value of current Davies deal General Assumptions Notes: (1) Includes short order cable series and excludes films, TV documentaries, and interactive Increases cable pilots for more conservative pilot/pick-up ratio
5
4 Next Steps Submit / negotiate LOI Enter exclusive diligence period Close acquisition Expand Embassy Row team Begin screening complementary acquisition targets
6
5 Appendix
7
6 Key Assumptions Low CaseMid CaseHigh Case Model Assumptions EP Fee: 10% Chargeback: 0% Deal Assumptions $20MM cash at close $9.9MM of earn-outs achieved $3.5MM of amort for 5 years Profit from Format Business (includes current shows / P10) Incremental Value: Acquisition EP Fee: 10% Chargeback: 0% Deal Assumptions $20MM cash at close $11.4MM of earn-outs achieved $3.5MM of amort for 5 years EP Fee: 10% Chargeback: 10% Deal Assumptions $20MM cash at close $16.0MM of earn-outs achieved $3.5MM of amort for 5 years Model Assumptions Value of Cash Flows (1) : $12.9 Value of Exit (2) : $18.7 PV of Purchase Price: ($25.2) Incremental value: $6.4 Incremental Value: Extension Value of New Shows (3) : $504K Notes: Assumes a risk adjusted discount rate of 16.5% for all NPV calculations (1) Includes value of new shows and excludes value of shows created under current contract (i.e., excludes P10 from incremental value calculation) (2) Includes exit at 7x multiple in 2013 based on shows created in 2009 or later (3) Includes value to Sony of shows created in 2009 and 2010 Incremental Value: Acquisition Incremental Value: Extension Value of New Shows (3) : $3.1MM Incremental Value: Acquisition Incremental Value: Extension Value of New Shows (3) : $5.1MM Profit from Format Business (includes current shows / P10) Value of Cash Flows (1) : $15.9 Value of Exit (2) : $24.6 PV of Purchase Price: ($25.9) Incremental value: $14.6 Value of Cash Flows (1) : $26.0 Value of Exit (2) : $39.8 PV of Purchase Price: ($28.3) Incremental value: $37.5
8
7 Slate Assumptions General Assumptions Pilot / Pick-up Ratio (1) Network Pick-ups / Pilots42% Cable Pick-ups / Pilots31% Acquired Product that Airs100% Success Rates (1) Year 1 to 242% Year 2 to 350% Year 3 to 450% Model Year 1 to 227% Year 2 to 361% Year 3 to 467% Industry Notes: (1) Based on Mid Case scenario Begins with Embassy Row Base Slate Includes short order cable series and excludes films, TV documentaries, and interactive Increases cable pilots for more conservative pilot/pick-up ratio –Low Case: Zero chargeback, eliminate all short order cable series (only in acquisition case) and 1st run syndication of network shows –Mid Case: Zero chargeback and 1 format sold in 2nd season (1-yr early) –High Case: 10% chargeback, 3 formats sold in 2nd season (1-yr early) and 1 show sold into syndication in 2nd season (1-yr early)
9
8 Performance of New Slate (1) (Starting with New Product Developed / Acquired in 2008 or Later) Notes: (1) Based on Mid Case scenario
Similar presentations
© 2025 SlidePlayer.com. Inc.
All rights reserved.