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1 Potential Monetization Opportunities September 25, 2009.

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Presentation on theme: "1 Potential Monetization Opportunities September 25, 2009."— Presentation transcript:

1 1 Potential Monetization Opportunities September 25, 2009

2 Executive Summary We are actively pursuing the sale of our 33.3% stake in HBO Central Europe to Time Warner, which would generate cash of $80MM and a $40MM gain; targeting close in February or March 2010 assuming a 4-6 month regulatory approval process; transaction would be structured to protect SPE’s ongoing operating relationship with HBO in the territory Also in preliminary negotiations with Time Warner to sell all or a portion of our 29.4% stake HBO Latin America; transaction would generate $130-200MM in cash and a gain of $110-160MM; transaction to be structured to protect SPE’s ongoing operating relationship with HBO in the territory Expecting SPE’s 20% interest in Shine to be sold by fiscal year-end, pending a good faith commitment from Shine to find a buyer for cash purchase price of at least $73MM for SPE stake Pursue potential buyers for TV1 / Sci-Fi Australia, and FilmBank though monetization value limited to ~$10MM to $30MM; potential opportunity to swap minority stake in TV1/Sci-Fi for strategic majority interest in Hallmark Australia Discuss ShowTime PMP which may risk $15MM license revenue and may only provide modest ($2MM gain), and FilmFlex which may create a loss if sold today Holding on sale of ITN as Zellnick’s offer would yield $8.5MM of cash but no gain Open to sale of remaining GSN stake which could generate ~$270MM in cash and $200MM in EBIT; however timing not within SPE control Could explore sale of 33.3% of FEARnet stake, but forego opportunity to launch a linear channel and buyer interest is uncertain SPT has identified 10 potential monetization opportunities across networks, production and distribution businesses. Priorities are: 2

3 Potential Monetization Summary 3

4 Shine Key Considerations As part of SPE’s funding in the Metronome acquisition, Shine made good faith commitment to find a buyer for SPE stake by end of FY10, with purchase price in cash of at least $73MM Valuation Basis DCF analysis based on terminal value of 10x EBITDA and 10% discount rate Implied multiple of ~0.7x-1.0x FY10E revenue and ~7.5x-11x EBITDA Shine Description Leading UK production super-indie with ownership of Reveille in U.S. and Metronome in Scandinavia Equity Ownership 20% SPE; 56.3% Elizabeth Murdoch; 23.7% other FY09A*FY10EFY11EFY12E Revenue(100%) $359MM$600MM$679MM$718MM EBIT (100%) $26MM$54MM$77MM$88MM SPE EBIT $4MM$7MM$15MM$18MM * Calendar year. Note FY10-FY12E include Metronome acquisition Note: SPE basis reflects proforma as of end of FY10 4

5 GSN Key Considerations Sizeable divestiture; sale of our 35% stake could generate ~$270MM of cash and ~$200MM in EBIT May be difficult to entice Liberty/DirecTV to acquire in the near-term Buy/sell or put/call provisions are not triggered until December 2011 Liberty / DirecTV could acquire sooner but has shown little progress –Liberty has not yet executed Liberty Entertainment spin-off previously planned for June –Subsequent merger with DirecTV is negotiated by not yet approved Valuation Basis Value estimate based on recent transaction values, may be at high-end of range –GSN valued at $600MM –FUN valued at $180MM –Implied combined value of $780MM GSN Description Cable network with a primary programming focus on game show content with distribution to over 66MM homes Equity Ownership 35% SPE; 65% Liberty Media CY07ACY08ACY09ECY10ECY11E Revenue(100%) $126MM$134MM$218MM$219MM$234MM EBIT (100%) * $26.7MM$47.4MM$54.1MM$61.0MM$72.4MM SPE EBIT $13.8MM$19.9MM$19.0MM$21.5MM$25.5MM 5 * CY07 and CY08 EBIT is before audit adjustments

6 ITN Key Considerations ITN is a smaller divestiture with our likely buyers (existing partners VSS or Zelnick) expected to be interested at discounted price –SPE’s minority position and VSS’s approval right over our transfer limits number of potential buyers Zelnick has confirmed that they are interested in acquiring our stake, but only at our cost ($8.5MM, or total valuation of $126MM) Exiting at fair value likely requires waiting for sale of entire company (timing TBD) Valuation Basis Low case based on DCF of historical average EBITDA (2006-09 for low end, 2000-09 for high end) and 20% illiquidity discount (implied 4.1 - 4.6x multiple) Mid case assumes no change in enterprise value from acquisition; pay-down of debt increases equity value over acquisition (4.8x multiple) High case based on DCF of historical average EBITDA (2006-09 for low end, 2000-09 for high end) with no illiquidity discount (5.1 - 5.8x multiple) Compares to trailing Omnicom multiple of 5.7x as of 4/24/09 ITN Description Develops and markets targeted national advertising through the aggregation of local television spot inventory Equity Ownership 5% SPE; 78% Veronis Suhler Stevenson; 7% Zelnick Media and key management CY06ACY07ACY08ACY09ECY10E Revenue(100%) $152MM$203MM$200MM$162MMNA EBITDA (100%) $17.2MM$16.0MM$32.7MM$26.1MMNA SPE EBIT NA 6

7 PMP Showtime Key Considerations While PMP provides positive EBIT and cash contribution, it is not a strategic asset Potential negative impact to licensing revenue, currently ~$15MM per year, could be mitigated by securing a long- term contract Buyers are some or all of existing partners Valuation Basis DCF analysis based on 8-10x EBIT terminal value and 10% discount rate PMP Showtime DescriptionLeading Australian pay TV channel Equity Ownership 20% SPE; 20% Liberty Media; 20% Paramount; 20% Fox; 20% NBCU FY08AFY09AFY10EFY11EFY12E Revenue(100%) $79MM$83MM$84MM$89MMN/A Net Income 100%) $6.1MM$6.2MM$5.3MM$5.6MMN/A SPE EBIT $2.3MM$0.9MM$1.2MM$1.1MMN/A 7

8 TV1 / Sci-Fi Channel Key Considerations Positive EBIT and cash flow contribution but not strategic assets Cash sale may be feasible due to presence of competitive buyers in the market –Universal has shown interest in acquiring TV1 as part of its efforts to consolidate the Sci Fi brand. –Potential negative impact to licensing revenue, currently ~$3.5MM per year, could be mitigated by long-term contract. Asset may provide an opportunity to swap into a wholly-owned channel –Universal’s interest may allow us to “swap” our stake in TV1/Sci Fi for Hallmark Channel, which could then be re-branded to AXN or Animax –Deal may require incremental cash of ~$5MM Valuation Basis DCF analysis with 8x EBIT exit multiple and 10% discount rate TV1 / Sci Fi DescriptionAustralian pay television channels Equity Ownership33.3% SPE; 33.3% CBS Paramount; 33.3% NBCU FY08AFY09AFY10EFY11EFY12E Revenue(100%) $22MM$25MM$26MM$28MM$30MM Net Income (100%) $4.2MM$5.9MM$4.6MM$3.6MM$6.0MM SPE EBIT $1.4Mm$1.9MM$1.8MM$1.1MM$2.0MM 8

9 FilmFlex DescriptionUK VOD service on Virgin Media Equity Ownership 50% SPE; 50% Disney FY08AFY09AFY10EFY11EFY12E Revenue(100%) $56MM$49MM$53MM$58MM$64.5MM EBIT (100%) $5.3MM$5.5MM$4.8MM$5.1MM$5.4MM SPE EBIT $1.9mm$2.3MM$1.6MM$2.2MM$2.4MM NOTE: projections do not include potential expansion to broadband and new territories Key Considerations With 3 years remaining on carriage agreement with Virgin, currently negotiating a renewal but may not reach agreement on an extension. If renewal is successful, Filmflex has growth potential through expanding to broadband and new territories which would significantly enhance valuation if sale can be delayed until after expansion. Otherwise, expect venture to end in 3 years, with incentive for partners to cut costs and maximize value of remaining cash flow stream. Delaying sale also allows time to potentially gain carriage with additional operator which would significantly enhance asset value No obvious potential buyer – Disney has no desire to buy up and sale to Virgin would not generate attractive valuation. Valuation Basis If carriage is not renewed (i.e. no terminal value or expansion potential), expected enterprise valuation of $10-22MM implying ~2-4x EBITDA. This compares to a potential valuation of $40-60MM, if assume projected expansion into new territories and platforms as well as terminal value of 6-8x based on long term growth (implied current EBITDA multiples of 7-10x) Note: SPE and Disney bought ODG's share in 2008, at implied enterprise valuation of ~$40MM (excluding part of consideration paid in lieu of future dividends) FilmFlex LowMed High Enterprise Value$10.0$16.0$22.0 Less Debt$0.0 Equity Value$10.0$16.0$22.0 % Sold50.0% Cash to SPE$5.0$8.0$11.0 SPE Basis($12.4) EBIT Gain / Loss($7.4)($4.4)($1.4) 9

10 10 HBO Valuation, Cash, and Gain Considerations Time Warner recently purchased Disney’s 29% stake in HBO Latin America on a $680MM valuation and is believed to have a hand- shake deal to acquire Disney’s 33.3% stake in HBO CE on a $235MM valuation Sales of our HBO CE and HBO Latin America stakes at these valuations would generate gains of $147-202MM and cash of $210- 278MM in FY10 Valuation Consideration Gain and Cash Considerations

11 HBO EBIT Impact FY10 impact assumed December 31, 2009 close of both transactions FY09 EBIT from operations of $37.9MM from HBO Central America includes $26.3MM in dividends from sale of Spektrum FY10 EBIT from operation of $62.7MM from HBO Latin America includes a one-time gain of $45MM for SPT not to exercise its right to buy-up as part of the Disney/TW transaction 11

12 FilmBank DescriptionUK leader in non-theatrical and pay TV services (key markets: Hotelvision, Seavision, Public Video Screening License) Equity Ownership50% SPE; 50% Warner Bros. FY08AFY09EFY10EFY11EFY12E Revenue(100%) $13.0MM$14.3MM$15.4MM$17.4MM$20.0MM EBIT (100%) ($427K)$328K$405K$896K$1.5MM SPE EBIT* ~$0 NOTE: Projections per management 9/09 forecasts, exchange rate used: 1.65 USD/GBP *SPE equity pick up is nominal (based on 50%of net income figures), currently confirming actuals Key Considerations FilmBank is no longer a strategic asset - SPE’s annual licensing revenues (~$2-3MM) does not require equity participation and board involvement However, no obvious potential buyers and Warner Bros. may be averse to SPE exit (Warner Bros. currently has favorable deal structure and SPE as owner guarantees SPE content) Valuation Basis Valuation estimate based on comparable revenue multiples of 1x – 2x and DCF valuation with terminal value of 10-15x EBITDA and 10% discount rate Valuation may be discounted due to limited buyer interest 12

13 FEARnet Description Currently VOD only Horror Channel with limited distribution; goal of taking channel linear Equity Ownership 33.3% SPE; 33.3% Lions Gate; 33.3% Comcast FY08AFY09AFY10EFY11EFY12E Revenue(100%) $14.9MM$19.2MM$27.2MM EBIT (100%) ($16.8MM)($12.9MM)($5.5MM)($12.8MM)($15.1MM) SPE EBIT* ($5.6MM)($4.8MM)($1.9MM)($4.9MM)($6.2MM) Key Considerations If retained, represents and opportunity to expand U.S. linear channel presence and gain an important foothold in the domestic market If sold, license agreement likely needs to be restructured Limited pool of potential buyers –Comcast: Currently not funding operations –Lions Gate: Uncertain appetite; still integrating TV Guide –NBCU: Need to validate fit with Chiller –DirecTV: Expressed some interest last year Valuation Basis Transfer restrictions create difficulty –Comcast and Lions Gate unlikely to support sale below invested capital –Buyers may not be interested at $39.9MM valuation High valuation assumed SPE is bought out at invested capital Low valuation assumes SPT bought out at 50% of invested capital 13 Confirming


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