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SPE Monetization Opportunities April 2010. DRAFT. Executive Summary. SPE has identified several monetization opportunities (in addition to those identified by SPT) of strategic and non-strategic assets across multiple divisions
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SPE Monetization Opportunities April 2010 DRAFT CONFIDENTIAL
Executive Summary • SPE has identified several monetization opportunities (in addition to those identified by SPT) of strategic and non-strategic assets across multiple divisions • Sale of SPE’s interest in Spider-Man merchandising is currently being reviewed for divestiture • Valuations included here are before assuming a control premium, which would require us to cede some controls back to Disney / Marvel • Sale of our entire stake could yield $300 to $400MM in cash and a gain of $266 to TBD • Sale of half our stake could yield $150 to $200MM in cash and a gain of $127 to TBD, but deal is less likely to be of interest to Disney/Marvel • We have had in-bound interest for the purchase of Imageworks and Sony Pictures Animation, however we need to determine whether the financial benefits merit the strategic risk of selling these assets • Both assets were valued in 2007; valuations need to be updated in more detail but are assumed to have declined at least as much as the overall market • A sale of Imageworks could yield $51 to $66MM in cash and a gain of $46 to $66MM • A sale of SPA could yield $213 to $268MM in cash and a gain of $75 to $130MM • We are also revisiting monetizations of opportunities that were previously considered but faced challenges • A sale of our Music Publishingbusiness could yield in excess of $100MM in cash [valuation under review]; but has raised concerns with SPE Legal and Sony ATV in the past • A Sale/Leaseback of the Sony lot faces challenges with accounting and Tokyo approvals and likely requires us to partition the lot to recognize a small gain (if any) page 1 page 1 DRAFT
DRAFT Potential Valuations DRAFT
Spider-Man Merchandise Revenue DRAFT • Key Considerations • Sale makes sense if valuation captures expected SPE participation and promo value not impacted • Expected SPE participation has int’l uplift potential from shift to Disney control and downturn risk from S-M4 delay and reboot • Sale of expected SPE participation plus SPE retail controls could capture shares of both Disney int’l uplift plus premium paid for Marvel acquisition • Sale of controls presents minor risk to promo value but Disney has strong incentives to maintain support • Completed episodes of S-M animated series could be added to deal to close or potentially extract minor increase in valuation • Valuation Basis • Low case assumes future cash flows in-line with historical average, excluding Disney uplift • High case assumes future cash flows includes uplift from Disney Int’l sales and other outlets and elimination of 3rd party agency fees DRAFT
Imageworks DRAFT • Key Considerations • Imageworks is the sole, low cost supplier of FX and animation to SPA and Columbia • However, the visual effects business is low margin, highly competitive, and labor intensive, and Imageworks is only breakeven on standalone basis • Valuation Basis • Adjusted 2007 HL valuation down in 2 ways: • Adjusted mkt multiples down 21% for S&P 500 decline since July 2007 • Adjusted 3-yr forward avg EBITDA down from $11.7 mil to $10.9 mil for slight decline in Imageworks performance since 2007 • Results in ~$50-$65 mil valuation vs. ~$70- $90 mil HL valuation in 2007 1) 3-yr forward average includes FY11, FY12 and FY13 2) Assumes SPE's basis is after deducting $1.8MM for Frameflow's 25% non-controlling interest in Imageworks India. Need to validate that Frameflow's stake would remain intact as part of the sale and not be liquidated
Sony Pictures Animation DRAFT • Key Considerations • SPE’s presence in critical family segment • Recent success at the box office with Cloudy • However, forecasted to be significantly unprofitable over the MRP period • Valuation Basis • 2007 HL valuation estimated a range of $280 mil to $350 mil, but is clearly outdated • HL projected FY10 EBITDA profit; FY10 was actually a loss • Current 3-yr forward avg EBITDA is also a loss • Preliminary adjustments for competing factors implies value is likely down • Cloudy and Hotel T are estimated to have a 35% greater box office performance then Open Season and Surf’s up • S&P 500 down 22% since July 2007 • Animation previously forecasted to be EBITDA positive (July 2007), while it is currently expected to be EBITDA negative • S&P 500 declined 22% from July 2007 to April 10, 2010
Sale / Lease back of Sony Lot DRAFT • Accounting and Approvals • If consideration received is greater than asset sold, gain is treated in following manner: • If we leaseback only a minor portion of the asset sold, then the gain is recorded • If we leaseback more than a minor portion, but less than substantially all of the asset , then a portion of the gain is deferred and a portion is recognized immediately (based on the portion of the asset we continue to use) • If we leaseback substantially all of the asset sold, 100% of the gain is deferred • Transaction would require Sony Corp approval • Sony policy states: Subsidiaries shall conduct the lease transaction based on appropriate business reasons. Subsidiaries are not allowed to enter into lease transactions solely for the purpose of off-balance-sheet accounting treatment and/or avoiding budgetary restrictions • Deal Considerations • Taking a partial gain would require we sell and not leaseback a large subset of the lot. Need to determine if we could/would partition the lot • Likely requires Oneda to waive this policy • 2001 estimate of 100% sale impact was $80 mil, uncertain what 2010 value would be given • Overall increase in real estate vs. overall decrease in available credit/structured transactions
Music Publishing DRAFT • Key Considerations • Previous sale process aborted due to legal and Sony/ATV inter-company transaction concerns • Previous concerns could be addressed if 3rd party buys music publishing but allows SPE or Sony/ATV to manage • Valuation Basis • EV/EBITDA transaction multiples only available from 2006 to 2008, average 15.6x • 22% decline in S&P 500, since July 2007, implies multiple range closer 10.5x to 13.5x • Currently seeking industry guidance on more accurate transaction multiples
Gaia Online DRAFT • Key Considerations • Illiquid asset • Unknown potential buyers • Valuation Basis • $1 mil was invested at a $130 mil pre-money valuation in 2007 • Warrants for 100K shares, with $5 strike price, were granted at closing in 2007 • Additional warrants for 100K shares, with $5 strike price, were granted in March 2009 • Subsequent financing concluded at $300 mil pre-money valuation • SPE did not participate in the round and was subject to dilution