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HBO Divestiture Opportunity September 14, 2009
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-- Confidential --p. 2 Executive Summary SPE is revisiting its global channels portfolio and seeking to rebalance the mix towards channels that are majority controlled and consolidated There are two primary channel holdings that SPE anticipates recommending we sell to Time Warner, HBO Central Europe (CE) and HBO Latin America, with discussions active on both Launch of HBO CE and HBO Latin America as multi-studio JVs was driven by a shared need for a pay outlet in each market that has now been met; operating benefits to SPE’s broader portfolio are expected to be achievable contractually rather than through minority equity stakes Sale of each is expected to occur at attractive valuations for the market, and at prices validated by Disney’s exit of each asset Proceeds from the sale of these channels would facilitate further investment in our majority owned and operated channel portfolio
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-- Confidential --p. 3 Executive Summary - continued At this time, SPE is submitting for consideration the sale of our 33% stake in HBO CE SPE believes Time Warner’s desire to consolidate HBO CE makes this the right time to monetize our investment, receive cash of $78MM, and recognize a gain of approximately $39MM –Presents an opportunity to exit a minority position at a full valuation –Time Warner is believed to have a “handshake” deal to buy Disney’s 33.3% stake in HBO CE; SPE’s options are to exit, maintain a minority position with less board leverage, or exercise our preemptive right to buy-up and maintain equal ownership with Time Warner Transaction would be structured to protect SPE’s ongoing operating relationship with HBO in Central Europe Sale of our HBO CE stake requires near-term approval and execution to close within FY10 assuming a 4-6 month regulatory review SPE anticipates bringing the HBO Latin America sale to the committee in Q4 FY10
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-- Confidential --p. 4 Overview of HBO Investments Overview Ownership SPE Relationship Programs, operates, and distributes HBO and Cinemax channels across Central Europe Programs, operates, and distributes HBO and Cinemax channels across Latin and South America 33.3% SPE 33.3% Time Warner 33.3% Disney 29.4% SPE 58.8% Time Warner 11.8% Ole Communications (note: Disney sold 29.4% stake to TW in 12/08) Distributes and provides services for SPE channels in region Licenses content from SPE Distributes and provides services for SPE channels in region Licenses content from SPE SPE provides ad sales for HBO & Cinemax channels in Brazil
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-- Confidential --p. 5 Additional HBO CE Background Overview Financial Highlights SPE Relationship Leading premium movie service in Central Europe Operates in 12 countries with over 2.1MM paying subscribers Operates and distributes 13 SD and 3 HD channels under the HBO and Cinemax brands SPT has invested $25.7MM and received $41MM (1) in dividends to-date (additional $1.1MM in dividends anticipated in Sept/Oct 2009 with another special dividend to be negotiated) Channel has enjoyed double-digit revenue and EBIT growth over last 5 years Management is forecasting $21MM in Operating Income for CY09 on $110MM in revenue Go-forward estimates assume continued growth in core business driven by strong demand for U.S. content in the region HBO CE distributes SPE channel brands (AXN, AXN SciFi, AXN Crime) in Central Europe –Provides network operations and sales/marketing services –Channels reach 14MM households regionally HBO CE licenses approximately $8-9MM annually from SPE (1) Includes $26MM dividend associated with sale of Spektrum
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-- Confidential --p. 6 HBO CE: Gain, Cash, and Ongoing EBIT Impact Time Warner is believed to have a hand- shake deal to acquire Disney’s 33.3% stake in HBO CE on a $235MM valuation Sale of our HBO CE stake at this valuation would generate a gain of roughly $39MM and cash of $78MM in FY10 Valuation Consideration Gain & Cash Consideration EBIT Impact (1) Excludes potential benefit of special dividend; HBO CE will dividend excess cash of ~$10-20MM ($3-7MM to SPE) prior to close (2) FY09 EBIT from operations of $37.9MM includes $26.3MM in dividends from the sale of Spektrum (3) FY10 EBIT impact assumes a December 31, 2009 close (4) Excludes profits from HBO licensing of SPE content
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-- Confidential --p. 7 HBO CE: Historical Returns A sale of our HBO CE stake at the proposed valuation will provide an attractive return (1) Includes $26MM in dividends from the sale of Spektrum (2) Excludes potential benefit of special dividend; HBO CE will dividend excess cash of ~$10-20MM ($3-7MM to SPE) prior to close
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-- Confidential --p. 8 HBO CE Sale: Risks and Mitigations Risks Mitigations Ownership in HBO CE has provided a key platform for growing SPE’s owned and operated channels Contracts must be structured to avoid risks to ongoing relationships after the sale of our stake –HBO CE will continue to distribute SPE channels –SPE will continue to seek licensing revenues from HBO CE (currently ~$8-9MM annually) Deal may not close in FY10 due to time required for regulatory approvals –Approvals may require up to 6 months and timing is not in SPE’s control Distribution and licensing relationships will be protected through long-term contracts –Deal extends our distribution services agreement (currently through 4/1/10) by up to 8 years at our option –Deal extends existing license agreements (currently through 12/31/11) by up to 6 years at our option SPE seeks to close a deal quickly (in October), to allow the maximum time for regulatory approvals to be completed within the fiscal year
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-- Confidential --p. 9 Preview of HBO Latin America Sale Opportunity HBO Latin America negotiations are in earlier stages; agreement on terms is expected to require 60-90 days We are weighing selling our entire 29.4% stake or selling down to a 10% stake Sale could generate $130-$200MM in proceeds and $108-163MM of gain Relationship HBO distributes SPE channels in region HBO licenses ~$40MM of content from SPE annually SPE provides ad sales for HBO channels in Brazil Potential Protections If SPE retains an ownership interest –Retain board seat with decreased governance –Receive a put on remaining stake If SPE sells entire stake –SPE will have a long-term contractual relationship for HBO to distribute our channels Cash and GainStructural Considerations
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-- Confidential --p. 10 Next Steps Secure approvals Sign definitive agreements by mid October 4-6 month regulatory approval process Close in February or March 2010, depending on regulatory approvals Finalize negotiation of key terms in late November Present to GEC for approval in December Sign and close by end of December
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-- Confidential --p. 11 Appendix
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-- Confidential --p. 12 HBO CE: P&L
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-- Confidential --p. 13 HBO CE: Valuation Preliminary DCF implies $235MM is an attractive valuation HBO CE multiples are in-line with multiples on Disney’s sale of its HBO Latin America stake (1)DCF valuation assumes 8X terminal multiple applied to 2013 adjusted EBITDA of $26.2MM (EBITDA less corporate allocations). (2)At close HBO CE will have cash of roughly $20MM. As this is considered the necessary working capital it is not added back to the valuation. (3)Implied HBO CE multiples based on adjusted EBITDA (EBITDA less corporate allocations). Values in $MM
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