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Syco 3.0 Unique Advantages of Partnership With SONY BMG. Begins Now! …Not In 2011 Immediate Profit Share In Syco and Ronagold Assets SONY BMG Committed to Invest Required Funds to Achieve JV Goals. Exchange Opportunities With All U.S. Labels and Key Territories.
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Syco 3.0Unique Advantages of Partnership With SONY BMG Begins Now! …Not In 2011 Immediate Profit Share In Syco and Ronagold Assets SONY BMG Committed to Invest Required Funds to Achieve JV Goals Exchange Opportunities With All U.S. Labels and Key Territories Continuity of Established SONY BMG Relationships Around the World U.S. Switzerland Poland Taiwan Mexico Canada Sweden Hungary Korea Central America UK/Ireland Austria Turkey Hong Kong U.S. Latin France Denmark Russia Indonesia Brazil Germany Norway South Africa India Argentina Belgium Finland Australia Singapore Chile Netherlands Greece New Zealand Thailand Colombia Italy Portugal Japan Malaysia Ecuador Spain Czech Republic China Philippines Venezuela Important Relationships With SONY BMG Parent Companies
Syco 3.0 – New Improved Proposal • JV Beginning Now! …Not In 2011 • Effective January 1, 2008, SONY BMG contributes ~$200M of Syco and Ronagold assets and Pop Idol override • 50% of asset value given to SC, now and ongoing • SONY BMG makes $200M flat payment to SC • $100M on signing • $34M in 2010 • $66M in 2015 (or earlier if thresholds are met) • 50% share of JV profits from January 1, 2008 thru 2015, worth est’d $296M • Additionally, SONY BMG to fund all JV productions and investments Forecast SC income: Flat payments $200M + Est’d profit $296M Total $496M Note: all other terms as before
New Improved Proposal Vs. Prior Offer Improvements • Additional $66M On Signing • Was $34M, now $100M • Interest benefit to SC est’d at $10M • Additional $18M Profit Share • 50% Profit Share In 2008 & 2009 (Was 25%) • Additional $28M in post-tax profits to SC • Accelerate Final Flat Payment and Profit Share When Threshold Achieved Vs. All In 2015
Income Projections: New Improved Proposal SC* SONY BMG Worldwide Income Pre Tax Income ($ In Millions) Post Tax Income ($ In Millions) * Includes $200M Flat Payment
SC Pre Tax Income Projections ($ In Millions) SONY BMG Opportunities Are Far Greater Than Any Competitive Offer $619M with $600 50% Participation In Valuable Asset Portfolio $557M SC Pre Tax Income $500 $496M Understanding of Competitive Offer $400M $400M $400M $400 100% 125% 150% Forecasted Income: % of Base Case Our Unprecedented Success to Date Is the Foundation to Build A $1 Billion Media Empire
Shared Ambition to Build A $1Billion Media Company Refocus SONY BMG Organization to Maximize Exploitation of Syco Assets • Add Resources to Coordinate Global TV Activities • Appoint Dedicated SBMG Global Brand Executive Focused On Syco Business • Responsibilities Include Endorsements, Branding, Sponsorship, Online, Games, Film, Music Publishing, Etc • Create International Structure to Focus On Local Territory Syco Exploitation • Assemble Biannual Meeting of Key Global SBMG/Syco Executives to Brainstorm Opportunities, Develop Plans for Execution Grow Current TV and Recorded Music Business • Establish LA Presence With Necessary Resources In TV and A&R • Expand In-House TV Producer Team to Deploy On Key Productions • Increase Global Marketing and A&R Resources Accordingly Expand Into New Business Areas • Aggressively Pursue New Business Opportunities • Commit to Provide Funding for Diversification Into New Media Sectors
SONY BMG Assets Created Together Il Divo The X Factor Shayne Ward Jordin Sparks Will Young Daughtry Leona Lewis Westlife Carrie Underwood Gareth Gates Christophe Willem Got Talent Kelly Clarkson Anthony Callea Taylor Hicks David Cook Six Clay Aiken Damien Leith Robson & Jerome Mark Medlock Elliot Yamin Five Guy Sebastian Amel Bent Kellie Pickler Paul Potts Shannon Noll American Inventor Michelle McManus Fantasia Barrino Ruben Studdard
Leona Lewis: Most Recent Syco/SONY BMG Global Success Debut Album Already Gold or Platinum in 17 Territories; 4M Units Spirit • Fastest selling UK debut album ever (375,000 copies in first week) • Entered US Billboard 200 at #1 - first British solo artist to achieve this with debut release Bleeding Love • Best selling UK single of 2007 • First #1 US single by UK female in over 20 years • Only the second single to ever fall out and return to the number one position on the Hot 100 twice #1 Top Selling Global Album In 2008
Tax Appendix 11
Major New Tax Development • Create New English Limited Liability Partnership (LLP) • SC Will Be Partner In LLP and Furnish Services As A Partner • $200M Flat Payment – 18% Tax Rate for SC Vs. Significant Risk of 41% Rate In Option 3 New Tax Structure • 100% Capital Gain Benefit to SC • Partial Tax Benefit to SONY BMG • SC Profit Share – 40% Personal Tax Rate Vs. 46% Corporate Rate • Lower National Insurance Costs for JV • Significantly Less Risk of Tax Audit for SC See Tax Appendix for Further Details
Current Status SBME - UK Simon Cowell (SC) Royalty Free License Royalty Free License SIMCO Simon Current Employment Contract Ronagold Assets Including Intellectual Property and Goodwill
Preliminary Step • Ronagold and SIMCO Give Notice to SBME-UK to Terminate Current Royalty-Free License SBME - UK SC Adjusted License Adjusted License SIMCO Simon Current Employment Contract Ronagold Assets Including Intellectual Property and Goodwill
Venture Formation • SBME-UK and SC Incorporate A 50/50 English Limited Liability Partnership (LLP) and Make Nominal Capital Contributions (£50K) • Initially LLP Could Be Formed Internally Within SBME-UK • SBME-UK and LLP Enter Into Secondment Agreement Under Which SBME-UK Employee Seconded to LLP On A Part-Time Basis (Employee Will Report to SBME-UK and SC) and Employee Would Invest Capital In Short-Term Interest Bearing Intra-Group Loans • SBME-UK, SC and LLP Enter Into Joint Venture Agreement Pursuant to Which: • SBME-UK Contributes Its Shares In Ronagold and SIMCO to the LLP As A Gift • SBME-UK Contributes to the LLP As A Gift Up to $200 Million In Three Tranches (i.e., $67 Million Day 1, $67 Million 2010 and Up to $66 Million In 2015 If Earn-Out Conditions Are Met) • SC Sells His Intellectual Property For Up to $200 Million (i.e., $67 Million Payable Day 1, $67 Million 2010, and Up to $66 Million In 2015 If Earn-Out Conditions Are Met) • SBME-UK and SC Agree to Adapt A New LLP Agreement Containing the Terms On Which the LLP Will Be Managed by SBME-UK and SC and Under Which SC Agrees to Devote Substantially All of His Time to A&R On Behalf of the LLP On An Exclusive Basis Until 2015 • SC and SIMCO Agree to Terminate SC’s Current Employment Contract
Venture Formation $200 Million $200 Million SBME - UK Simon Cowell 50% 50% Licenses LLP 100% SIMCO IP Ronagold
Structure Tax Advantages • SBME-UK Should Be Directly Entitled to Amortize 50% of the Cost to the LLP of the Intellectual Property and Goodwill Acquired by the LLP From SC • Simon's Ability to Claim 18% Tax Rate On the Receipt of $137 Million Plus the Net Present Value of $66 Million Substantially Improves As Compared to Simon's Current Maidmetal Proposal • As A Matter of English Law, SC Should Be Deemed A Partner and Not An Employee • SBME-UK Saves Stamp Duty Costs ($1 Million) Since It Is Not Required to Acquire SC’s Shares In Maidmetal