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1 1 Lean-M Proposed Shareholder Buy-Out July 16, 2010.

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Presentation on theme: "1 1 Lean-M Proposed Shareholder Buy-Out July 16, 2010."— Presentation transcript:

1 1 1 Lean-M Proposed Shareholder Buy-Out July 16, 2010

2 2 2 Lean-M Proposed Transactions SPE holds a 67.3% stake in Lean-M, currently one of the most prolific independent television producers in the Russian market, and is proposing to buy out Lean-M shareholder Timur Weinstein and convert Lean-M’s $6MM distribution advance to an intercompany loan –Initial investment of $12.5MM in 2006 for 51% stake in Lean-M –$1.1MM earn-out paid in 2007 –Buyout of one of Lean-M’s three principals’ 16.3% stake for $750K in 2009 (due to his conflict of interest as head of programming for CTC, one of Sony’s key clients in the Russian market) –Total funding to date of $14.35MM for our 67.3% stake excluding distribution advance SPE is proposing to buy out Timur Weinstein’s 16.3% stake for $375K–$750K (implied equity value of $2.3MM–$4.6MM and enterprise value of $13.3MM–$15.6MM including outstanding debt of $11MM) and increase its ownership stake from 67.3% to 83.7% –Timur is no longer involved in Lean-M’s operations and has recently set up a television production company with investment from Endemol that competes with Lean-M –SPE expects to negotiate a favorable purchase price for Timur’s stake due to his desire to focus on his newly established production company –SPE's original stake was purchased at an enterprise and equity valuation of $26.7MM and Lean-M’s equity value is currently estimated at $9MM–$14MM (based on an enterprise value of $20MM–$25MM and outstanding debt of $11MM). SPE's estimated purchase price is well below these amounts SPE is separately seeking to convert a $6MM distribution advance made by SPE to Lean-M in August 2008 to an intercompany loan –Conversion will provide Lean-M more flexibility to meet its cyclical production cash flow needs –Terms of the loan are currently being determined by SPE and Sony Global Treasury –Conversion will have no unfavorable accounting implications as both the intercompany loan and distribution advance are eliminated upon consolidation

3 3 3 Lean-M Financial Overview Based on latest forecasts, estimated Company valuation of $20MM–$25MM –Lean-M returned to operating profitability in FY10 and generated $3.2MM in EBIT following EBIT losses in FY09 driven by the weakened Russian economy Valuation based on DCF analysis assuming a 4x multiple of Lean-M’s 2013 EBIT –Assumes a discount to larger, publicly traded TV production companies which are currently trading at 5.0x–6.0x EBITDA

4 4 4 Lean-M Next Steps SPE Approval Execute Definitive Agreements for purchase of Timur Weinstein stake Approval and documentation by SGTS for conversion of distribution advance to an intercompany loan Future growth initiatives being considered –Buyout of remaining Lean-M principal Oleg Osipov’s 16.3% stake or restructuring of Oleg’s relationship with Lean-M as he may cease his involvement in Lean-M’s day-to-day operations within the next 12 months –Potential relationships with or hiring of scripted producers to fill out Lean-M’s management team –Merge SPT Russia and Lean-M operations overseen by Maria Mamedova to realize additional operational efficiencies –Potential alliances with or investments in other top producers in the market to strengthen broadcaster relationships and expand production catalogue (e.g., comedy, light entertainment)

5 5 5 Appendix: Lean-M Shareholder Summary


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