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Interim Status Update April 20, 2011 ETV INVESTMENT OPPORTUNITY 1
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Expanding our footrpint into regional language channels taps into a growing local advertising market Strategic Rational / Importance High growth market: currently underserved and have a combined viewership greater than the Hindi market Diversification: new source of revenue that reduces over-reliance on Hindi GEC & offers a more stable revenue stream of ad revenue Distribution: Strengthens the distribution bouquet by making it a “must carry” in all parts of the country Leverage: distribution and ad sales infrastructure The Rationale for Indian Regional Language Channels Competition Our largest competitors have seen benefits from a broad portfolio of both regional and national channels Star: 24 total channels; 10 national; 12 regional channels Zee: 32 total channels; 13 national, 6 regional channels 2
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Operates in Telugu, Bangla, Marathi, Kannada, Gujarat and Oriya marketplaces 2 nd largest TV network in Southern India and in the top five most viewed networks in the country ETV, the flagship Telugu channel has a strong position in Telugu market (2 nd largest regional market behind Tamil) All of ETV’s regional GE channels rank among top 3 in the respective markets that they operate The flagship channel is ~15 years old; Other channels are operating roughly 7-10 years Has successfully converted all its channels to subscription channels Movie library of approximately 3,500 movies in 9 regional languages ETV: Bouquet of Six Regional GE Channels 3
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Company Structure Current Group Structure Telegu / Non Telegu News Non-Telegu GECs Telegu General Entertainment Channels UEPL Broadcasting Business 1 23 Ownership Structure: ►Reliance Industries Limited 49% ►Ramoji Rao family: 51% Ownership Structure: ►Reliance Industries Limited : 100% FYE March 2011 EBITDA ►Not applicable; SPE is not considering acquiring FYE March 2011 EBITDA ►$22.9MM FYE March 2011 EBITDA ►$14MM 4
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Reliance is actively soliciting indications of interest in ETV – We believe Star, a key competitor, is interested and has submitted an indication of interest – Parties have received historical financials but will not be allowed to review forecasts or conduct diligence until ETV’s owners further vet indications of interest and structure SPE’s goal has been to put forth a legitimate and viable structure and valuation in order to proceed to the next round and begin formal diligence All indications of interest by SPE have been on a non-binding basis with significant outs, including outs for diligence SPE has indicated interest in the Telegu and Non-Telegu GEC assets; News assets are not currently under considerations Negotiating Status 5
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SPE’s initial indication of interest was for Reliance’s stake – Acquire100% of the Telegu Channels (from Reliance) – Acquire 49% of the Non-Telegu Channels (from Reliance) – Cash outlay by SPE: $500MM – Implied combined value for Telegu and Non-Telegu: $728MM In subsequent discussions, Reliance has pushed for a higher valuation but expressed willingness to facilitate a sale of controlling interests in both assets The parties are now discussing SPE acquiring controlling interests (51%-60%) in both the Telegu and Non-Telegu Channels – Acquire 51% - 60% of the Telegu Channels (from Reliance) – Acquire 51%-60% of the Non-Telegu Channels (potentially a portion from the Ramoji Rao family and a portion from Reliance) – A 60% structure would provide leeway to bring in a 3 rd party PE firm (e.g. Blackstone) – Even with a modest increase in valuation, structure could reduce cash outlay by SPE to roughly $400MM - $475MM The 51%-60% buy-out structure requires Reliance to stay in as a minority shareholder and requires support of the Ramoji family. Our advisor, E&Y, is discussing the structure and valuation with the principles to assess interest Potential Deal Structure 6
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