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WorldLink Diligence Update December 2, 2008

WorldLink Diligence Update December 2, 2008. Executive Summary. WorldLink is a leading independent representation firm specializing in the direct response market WorldLink was founded by Toni Knight in 1997

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WorldLink Diligence Update December 2, 2008

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  1. WorldLink Diligence Update December 2, 2008

  2. Executive Summary • WorldLink is a leading independent representation firm specializing in the direct response market • WorldLink was founded by Toni Knight in 1997 • The company operates across 8 media outlets including Regional Sports Networks, National Cable, National Broadcast, National Syndication, and U.S. Spanish Language • Infomercials and Short-Form Direct Response advertising account for 97% of WorldLink revenue • WorldLink is profitable and has demonstrated consistent growth over its recent history • EBITDA increased by an 8% CAGR over the last three years reaching $3.3MM for CY 2007 • However, WorldLink is forecasting a 15% decline in CY 2008 EBITDA • Initial diligence suggests that WorldLink would be an attractive acquisition for SPT • WorldLink’s direct response capability complements SPT’s existing ad sales business • Potential for synergies with SEL (Sony DR) We propose a deal structure that enables SPT to acquire 51% of WorldLink for $8.2MM against a $16MM valuation • Purchase price based on preliminary SPT Base case valuation • 51% stake grants SPT control and will likely make the transaction EBIT neutral • Structure a put/call (or buy/sell) that provides founder with some upside [discuss approvals required with put/call] • Assuming SPE management support, this deal structure must be discussed with WorldLink’s owner • Owner seeking upside potential in the “high $20MMs” and a significant portion of cash at close

  3. WorldLink Is A Leading Independent Representation Firm Specializing In The Direct Response Market • Overview/Business Model • WorldLink % of Gross Receipts by Media Outlet • Provides direct representation services to a cross-platform network of media outlets • Average commission of 6.6% on gross receipts • Offers fulfillment services to D.R. vendors and accounting services to network clients via a proprietary platform • Media outlets serviced include regional sports networks, broadcast, local, espanol, national, syndication, and international • Market Trends • WorldLink % Gross Receipts by Inventory Type • Television direct response was a $200B industry as of the beginning of 2007 • In 2007, 1,592 short and long-form infomercials ran on cable and network television • Analysts project weakening in the overall advertising market, although the impact on D.R. is uncertain • ROI based business model suggests advertisers could increasingly use D.R. in a down market • Declining consumer confidence may reduce the number of products and services in need of D.R.

  4. WorldLink Has Grown Consistently Over Its History

  5. Summary of Customer Contracts by Market • Avg. Client Retention to Date (years) • Avg. Remaining Contract Term (months) • Renewal Clauses • # of Active Clients1 16 4.6 14 • Most contracts subject to 1 – 2 year evergreen renewals • National 13 5.1 20 • Renewal provisions N/A; 10 additional clients currently in the renewal process • Local • Regional 38 6.8 12 • Most contracts 1 year or less; significant number of opt out provisions 10 3.8 10 • Most contracts subject to 1 – 2 year evergreen renewals • Syndication 14 3.8 14 • Most contracts subject to 1 – 3 year evergreen renewals • U.S. Spanish Language • International 13 5.5 10 • Most contracts subject to 1 – 3 year evergreen renewals • 1) # of active clients represents contracts not in the process of renewal; including potential renewals, active client totals are National (18), Local (23), Regional (39), Syndication (14), U.S. Spanish Language (16), and International (15). Total active clients excluding renewals is 104 and including potential renewals is 125.

  6. WorldLink Is Profitable And Has Demonstrated Consistent Growth Over Its Recent History • WorldLink Historical Financials • From 2004 through 2008, WorldLink revenues grew at an average rate of 5.1% annually • This growth was driven equally by the expansion of existing business and the acquisition of new clients • EBITDA margins have averaged 33% over the previous 3 years but EBITDA is expected to decline by ~15% in 2008 due to market weakness • (1) EBITDA and EBIT figures do not include owner’s compensations

  7. However, We Must Monitor Q4 2008 Performance to Validate Feasibility of 2009 Forecast • WorldLink Quarterly Financial Summary 2007 - 2008 • NOTE: In diligence received from WorldLink, 2007 quarterly data does not include $270K in costs and as a result does not tie to the full year detailed 2007 model • Q3 2008 declining performance was the result of significant backroom issues with a large client prompting WorldLink to suspend booking associated revenue – management expects issue to be resolved for Q4 2008 • 2009 revenue forecast of $11.3MM based on annualized Q4 2008 performance (note: fair to annualize based on limited business seasonality), increased 3% Y/Y, as well as incremental revenue from a new client valued at approximately $850K • If Q4 2008 forecast is achieved, 2009 is feasible. We must monitor 2008 performance and the new customer contract for 2009 • Management Explanation of Financial Results • 1) Figures for Q4 2008 represent WorldLink Management low case projections; Q4 high case projections increase CY 2008 EBITDA to $3MM • 2) Represents Y/Y growth for CY totals • 3) EBITDA and EBIT figures do not include owner’s compensations

  8. Initial Diligence Suggests That WorldLink Would Be An Attractive Acquisition For SPT • Description • Reposition CEO to focus solely on growing business • Utilize SPTAS expertise to help run day to day operations • Drive WorldLink revenues by leveraging SPTAS’ relationships in the marketplace • Management Leverage • SEL is looking to expand distribution platforms for its products • Infomercials offer a cost effective medium for SEL to expand their brand messaging by • demonstrating the unique benefits of SEL products • Cost effective opportunity for SEL as fulfillment could be integrated into Sony Style • Expand SEL Infomercials/ D.R. • Potential headcount savings through integration • Systems and operations need to be evaluated to determine if synergies and/or savings exist • Operational Leverage • WorldLink represents inventory on emerging platforms like online networks and Hispanic • networks which may provide opportunities for further growth • Emerging Businesses

  9. Valuation by Case • NOTE: WorldLink valuation based on EBITDA forecast 2009 – 2016 with a 16.5% pre-tax discount rate and 8X terminal value. Reference the Appendix for model assumptions by case.

  10. An Initial Review Of Potential Purchase Price Amortization Suggests A WorldLink Acquisition Could Be EBIT Positive In Year 1 • Subject to further review by SPE accounting • 2009 SPT EBIT Sensitivity Table • EBIT Calculation Methodology: • 1) Consolidate EBITDA 100% of WorldLink EBITDA • 2) Recognize SPT share of deal amortization (51%) • 3) Recognize SPT EBIT • 4) Subtract Minority Interest EBITDA (49%) • 5) Recognize SPT Net Income • (1) Resulting EBITDA for each revenue growth scenario based on SG&A expenses increasing 10% 2008 – 2009. • (2) SPT to pay an $8.2MM upfront payment (51% of total purchase price) based on a total valuation of $16MM; amortization based on SPT’s 51% share of the fair value of WorldLink’s assets / liabilities.

  11. Potential Deal Structure • The below structure could address SPE’s concerns but has not yet been reviewed by WorldLink’s owner • High-level structure • Acquire 51% at close for $8.2MM ($16MM valuation) • At Year 3, Sony has a call option on 49% of the company at a discount to market • Market value mechanism to be discussed (e.g. exit multiple or 3rd party firm) • Critical points to communicate • Valuation requires strong performance in Q4’08 and Q1’09 (e.g., $2.5MM in quarterly revenue) • Close is expected in April 2009 • Structural details to consider • Discount mechanism for the call option • If Knight been with business for the next 3 years, Sony “call” is at a total value of Closing value + [75%] of the growth in value • If Knight has left company, Sony “call” is at a total value of Closing value + [50%] of the growth in value • Knight may ask for a mechanism to force a liquidity decision • For example, a “Russian Roulette” mechanism would force the issue. If Sony does not exercise its call, owner can buy at 80% of market value

  12. Next Steps • S. Mosko to discuss deal feasibility with M. Lynton; J. Underwood to give Calkins a heads-up • Assuming reasonable likelihood of deal approval, J. Underwood to discuss deal structure with WorldLink owner; including potential of a post-March deal close • Proceed to LOI

  13. APPENDIX

  14. Model Assumptions

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