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Divestiture Opportunities for SPT

SPT holds two minority stakes, GSN and ITN, that could be sold for cash and gains. Selling our stake in GSN could generate $270MM cash and $200MM gains. Selling our stake in ITN could generate $16MM cash and $7MM gains.

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Divestiture Opportunities for SPT

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  1. Divestiture Opportunities May 2009

  2. Domestic Divestiture Opportunities • SPT holds two minority stakes that could generate cash and gains if sold • GSN • Opportunity: Sell our remaining stake in GSN, likely to Liberty/DirecTV • Impact: A $780MM valuation (same as our last transaction) generates roughly $270MMof cash and a gain of roughly $200MM • Challenges: Exit mechanism (buy/sell or put/call) not triggered until December 2011 • Next Steps (Assuming SPE wants to sell): Approach Liberty/Maffei or DirecTV/Carey regarding interest in acquiring GSN • ITN • Opportunity: Sell our 15% stake in ITN, likely to Veronis Suhler Stevenson (VSS) or Tim Connors • Impact: A $180MM valuation would generate $16MMin cash, and a gain of $7MM • Challenges: Existing partners are the only likely buyers of our minority stake and VSS has approval rights over all transfers • Next Steps (Assuming SPE wants to sell): Validate Connor’s interest by naming our price; this may also put our stake in play with VSS

  3. Potential Cash and Gain Values in $MM • Based on last transaction values • $12.2MM remaining GSN basis plus $61.6MM FUN basis • Based on most recent GSN/FUN forecasts • As of Q1 2009

  4. GSN Deal Dynamics • Liberty/DirecTV is clearly the likely buyer • Liberty has an approval right over our sale to others • Others less likely to be interested in a minority position • The negotiated exit mechanism (buy/sell or put/call) does not enable us to force a transaction until December 2011 • However, Liberty may seek to acquire in advance of the buy/sell trigger window, potentially as early as late CY2009 • Liberty likely to want completion of LEI spin-off (imminent) and DTV merger (slated for end of CY2009) before closing a GSN buy-out • Full control of GSN would allow DTV to consolidate earnings and eliminate 50/50 governance issues • If needed, SPE may be able to structure a “package deal” by adding other elements to the negotiation • FEARNet: May be worthwhile to decrease asking price for GSN if DirecTV commits to linear carriage for FEARNet • Early Window: Offering DirecTV an early window product may accelerate a deal • Next Step is to speak with [Liberty/Maffei or DTV/Carey] to assess interest

  5. ITN Deal Dynamics • Veronis Suhler Stevenson (VSS) or Tim Connors (ITN CEO) are the likely buyers • VSS has an approval right over our sale to others, including Connors • Others less likely to be interested in a minority position • Connors expressed some interest in acquiring our stake, however we discount the likelihood of his making a bid • VSS previously made pretenses about selling the company, yet might be a buyer at the right price • VSS claimed to be seeking a $300MM price. We believe they were hoping to entice SPE to buy in the “mid-$200s” • At a lower price point (e.g., $180-$200MM) VSS may become a buyer • Even at the original enterprise value of $150MM SPE would recognize a roughly $3MM gain • In order to validate interest, we recommend proposing a $225MM price to Connors

  6. Appendix

  7. ITN EBITDA 2000 – 2009 and Implied Valuation Values in $MM 2000 – 2009 EBITDA $30.0Tim Connor Informal Guidance $26.13/11 Board Meeting $15.3Budget 2000 – 2005 Avg 2000 – 2009 Avg 2006 – 2009 Avg (1) Latest 2009 forecast based on Tim Connor’s informal guidance of $30MM (2) Assumes perpetuity with 0% growth based on average EBITDA, 40% tax rate, minor working capital and CAPEX adjustments, and a discount range of 9% - 11%. (3) As of 4/24/2009 Omnicon (U.S. advertising pure play) trading at 5.7x trailing and 6.8x forward; CBS (U.S. broadcasting pure play) trading at 8.2x trailing and 7.5x forward; U.S. Entertainment median trading at 8.9x trailing and 6.4x forward (comprised of Discovery, Dreamworks, News Corp, Quebecor, Scripps, Time Warner, Viacom, and Walt Disney)

  8. GSN/FUN Put-Call/Buy-Sell Mechanism • A put/call mechanism was in place at the close of our last transaction: • During the trigger window, SPE will have the right to put its remaining 35% stake of GSN to Liberty and Liberty will have the right to call SPE’s remaining 35% stake of GSN • Either party may exercise the put/call during a trigger window • Trigger window is December 1-15 of each year, commencing in 2011 • Purchase price is based on an independent appraisal of fair market value • The put/call is guaranteed by a Liberty entity that owns 54% of DirecTV • In the event Liberty Entertainment is spun-off from Liberty Media the put/call will be exchanged for a buy/sell • Buy/sell would have same trigger window and fair market valuation mechanism as the put/call • Buy/sell would be guaranteed by SPE and a Liberty entity that owns 54% of DirecTV • Either party may initiate the buy/sell during the trigger window • Initiating party notifies the other party • Receiving party must elect (by the later of 120 days or 5 days after the purchase price is determined) to either purchase all of the initiating member’s ownership interest in GSN or sell all of the receiving party’s interest in GSN to the initiating party • After the spin-off of Liberty Entertainment, it has been announced that Liberty Entertainment will be merged with DirecTV. Subsequent to this merger, if the merged DirecTV is acquired by a third party (e.g., by AT&T or another telco), the put/call mechanism will be reinstated for a short window

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