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Published byRobert Anthony Modified over 9 years ago
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GSN/FUN Key Deal Information March 2009
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2 Table of Contents
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3 SPE IMPACT
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4 Section (A) - Gain Calculation
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5 Section (B) – Cash Impact $600MM$180MMValuation % Sold / Bought15%35% Cash to (from) SPE$90MM($63MM) $27MMNet Cash to SPE Interim SPE Stake35% SPE Stake in GSN/FUN35% GSNFUN TRANSACTION ECONOMICS $95MMCash Balance at Deal Close Working Capital Needed Estimated Total Dividend SPE GSN Ownership Prior to Close SPE Share GSN Dividend LOW CASE MID CASE DIVIDEND HIGH CASE $95MM ($20MM)($5MM)($2MM) $75MM$90MM$93MM 50% $37.5MM$45MM$46.5MM
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6 Section (C) – Forecasted EBIT Impact as Included in FY2010 Budget (Based on GSN Guidance)
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7 GSN
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8 Section (A) - Historical Actual P&L 2001 - 2008 NOTE: Revenue figures for 2008 based on $0.04 / subscriber for DirecTV and inclusive of rate reserve for Comcast of $5.6MM; Fee per subscriber being looked into for 2007 data.
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9 Section (B) - Historical Actual Balance Sheet 2001 - 2008
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10 Section (C) - Historical Actual Statement of Cash Flows 2001 - 2008
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11 Section (D) Historical Actual Cash Dynamic 2006 - 2008
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12 Section (E) - Pro Forma Forecast 2009 – 2013 (1) Affiliate Sales based on DirecTV at $0.04 / sub
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13 Section (E) – Comparison of Current vs. Original Forecast (1) Affiliate Sales based on DirecTV at $0.04 / sub
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14 Section (G) - EY Forecast (Preliminary Draft)
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15 Section (G) - GSN Valuation Sensitivity Table (from Pro Forma Forecast)
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16 ISSUES TO DATE GSN’s affiliate agreement with DirecTV has been out of contract since February 2007 and is currently being renegotiated Since the expiration of the contract, DirecTV has paid a rate of $0.04 / sub as opposed to the previous rate of $0.082 The reduced rate caused a GSN earnings shortfall of $5.7MM in 2007 and $6.8MM in 2008 Section I - Summary of EBITDA Impact by Reducing the Affiliate Fee / Subscriber GO – FORWARD IMPACT If DirecTV does not true-up the affiliate fee payments by the earnings shortfall amount, GSN will have to restate 2007 – 2008 financials Restating financials could retroactively trigger the MFN provisions for Comcast and Echostar, increasing the total earnings shortfall by $9.6MM in 2007 and $10.1MM in 2008 If the MFN is not triggered and DirecTV rates continue at $0.04 / sub, GSN will forego approximately $7.8MM in 2009 EBITDA If the DirecTV rate triggers the MFN, GSN could lose approximately $18.1MM in 2009 EBITDA (1) Any change in affiliate revenue has no associated costs and therefore is a direct EBITDA impact
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17 Section (L) - Summary of Comparable Company Transactions
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18 FUN TECHNOLOGIES
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19 Section (A) – Historical P&L 2006 – 2008 & Budget 2009
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20 Section (B) - FUN Pro Forma Forecast
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21 Section (B) - FUN Valuation Sensitivity Table (from Pro Forma Forecast)
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22 Section (C) – Economics of Liberty’s Purchase of FUN Technologies (Implied Valuation)
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23 Section (D) - Comparable Transaction Multiples NOTE: Revenue and EBITDA figures for comps analysis based on 2007 actuals
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24 Section (F) - Comparison of Current vs. Prior Forecasts
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