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Interim Status Update [May 2, 2011] INDIA REGIONAL CHANNELS INVESTMENT OPPORTUNITY ETV & MAA TV 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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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 general entertainment 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 Channels Across Multiple Languages 3
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ETV: Company Structure Current Group Structure Telegu / Non Telegu News Non-Telegu General Entertainment Channels 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 has indicated interest in the Telugu and Non-Telugu general entertainment channels assets; News assets are not currently under considerations – All indications of interest by SPE have been on a non-binding basis with significant outs, including outs for diligence The parties are now discussing SPE acquiring controlling interests (51%) in both the Telugu and Non-Telugu Channels for approximately $400M – Acquire 51% of the Non-Telugu Channels from Reliance and acquire 51% of the Telugu Channels from the Ramoji Rao family – Implied enterprise valuation of approximately $780M Reliance is requiring a firm exit mechanism at the end of 5 years including an opportunity for an IPO or drag along sale right Next steps: In person meeting 1 st week of May to discuss exit mechanism with a goal of agreeing to a non-binding LOI; then enter into formal due diligence ETV: Negotiating Status 5 Fx rate: Rs. 45 : US$1
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Strong presence in Telugu market operating 3 channels: Maa TV, Maa Junior, and Maa Movies Flagship channel, Maa Tv is #2/3 ranked channel in the Andhra Pradesh region (#1 is Gemini TV) – Maa TV showcases Telugu films, serials, comedy and reality programming – Maa Junior - youth channel launched in May 2008 – Maa Movies – movie channel launched in February 2011 Strong ratings, good distribution, strong ad sales and access to over 600+ Telugu film library Based in Hyderabad, Maa Tv is an unlisted Indian company. Board includes some influential film celebrities and executives Maa TV: Bouquet of Three Regional Channels Focused on a Single Language (Telugu) 6 Fx rate: Rs. 45 : US$1
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SPE’s initial investment would be for 15% equity stake (with a path to control) for $12.7M in FYE12, with earnouts – Earnout on initial 15% is based on achievement of actual incremental year-over-year EBITDA over the next two years – Assuming MaaTv’s current estimates, the total price for 15% stake is $33M (payment would be made: FYE12: $12.7M; FYE13: $7.4M; FYE14: $12.7M) – Implied enterprise valuation of $219M In FYE13, SPE would have an Option to buy up an additional 36% allowing SPE to increase its equity stake to a 51% controlling interest –Option price (based upon FYE13 performance) is currently estimated to be $79M SPE’s total anticipated cash outlay over 3 years: $111.7M Next steps: SPE will send Maa Tv proposal to Mr. Prasad Maa Tv: SPE’s Proposed Deal Structure 7 Fx rate: Rs. 45 : US$1
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