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Identify key potential strategies for generating revenue across various business sectors, including network, production, and distribution. Explore options to sell stakes in HBO and Shine, pursue buyers for TV channels, and evaluate opportunities for asset swaps and strategic investments.
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Executive Summary SPT has identified 10 potential monetization opportunities across networks, production and distribution businesses. Priorities are: • We are actively pursuing the sale of our 33.3% stake in HBO Central Europe to Time Warner, which would generate cash of $80MM and a $40MM gain; targeting close in February or March 2010 assuming a 4-6 month regulatory approval process; transaction would be structured to protect SPE’s ongoing operating relationship with HBO in the territory • Also in preliminary negotiations with Time Warner to sell all or a portion of our 29.4% stake HBO Latin America; transaction would generate $130-200MM in cash and a gain of $110-160MM; transaction to be structured to protect SPE’s ongoing operating relationship with HBO in the territory • Expecting SPE’s 20% interest in Shine to be sold by fiscal year-end, pending a good faith commitment from Shine to find a buyer for cash purchase price of at least $73MM for SPE stake • Pursue potential buyers for TV1 / Sci-Fi Australia, and FilmBank though monetization value limited to ~$10MM to $30MM; potential opportunity to swap minority stake in TV1/Sci-Fi for strategic majority interest in Hallmark Australia • Discuss ShowTime PMPwhich may risk $15MM license revenue and may only provide modest ($2MM gain), and FilmFlexwhich may create a loss if sold today • Holding on sale of ITN as Zellnick’s offer would yield $8.5MM of cash but no gain • Open to sale of remaining GSN stake which could generate ~$270MM in cash and $200MM in EBIT; however timing not within SPE control • Could explore sale of 33.3% of FEARnet stake, but forego opportunity to launch a linear channel and buyer interest is uncertain 2
Shine • Key Considerations • As part of SPE’s funding in the Metronome acquisition, Shine made good faith commitment to find a buyer for SPE stake by end of FY10, with purchase price in cash of at least $73MM • Valuation Basis • DCF analysis based on terminal value of 10x EBITDA and 10% discount rate • Implied multiple of ~0.7x-1.0x FY10E revenue and ~7.5x-11x EBITDA 4 Note: SPE basis reflects proforma as of end of FY10
GSN • Key Considerations • Sizeable divestiture; sale of our 35% stake could generate ~$270MM of cash and ~$200MM in EBIT • May be difficult to entice Liberty/DirecTV to acquire in the near-term • Buy/sell or put/call provisions are not triggered until December 2011 • Liberty / DirecTV could acquire sooner but has shown little progress • Liberty has not yet executed Liberty Entertainment spin-off previously planned for June • Subsequent merger with DirecTV is negotiated by not yet approved • Valuation Basis • Value estimate based on recent transaction values, may be at high-end of range • GSN valued at $600MM • FUN valued at $180MM • Implied combined value of $780MM * CY07 and CY08 EBIT is before audit adjustments 5
ITN • Key Considerations • ITN is a smaller divestiture with our likely buyers (existing partners VSS or Zelnick) expected to be interested at discounted price • SPE’s minority position and VSS’s approval right over our transfer limits number of potential buyers • Zelnick has confirmed that they are interested in acquiring our stake, but only at our cost ($8.5MM, or total valuation of $126MM) • Exiting at fair value likely requires waiting for sale of entire company (timing TBD) • Valuation Basis • Low case based on DCF of historical average EBITDA (2006-09 for low end, 2000-09 for high end) and 20% illiquidity discount (implied 4.1 - 4.6x multiple) • Mid case assumes no change in enterprise value from acquisition; pay-down of debt increases equity value over acquisition (4.8x multiple) • High case based on DCF of historical average EBITDA (2006-09 for low end, 2000-09 for high end) with no illiquidity discount (5.1 - 5.8x multiple) • Compares to trailing Omnicom multiple of 5.7x as of 4/24/09 6
PMP Showtime • Key Considerations • While PMP provides positive EBIT and cash contribution, it is not a strategic asset • Potential negative impact to licensing revenue, currently ~$15MM per year, could be mitigated by securing a long-term contract • Buyers are some or all of existing partners • Valuation Basis • DCF analysis based on 8-10x EBIT terminal value and 10% discount rate 7
TV1 / Sci-Fi Channel • Key Considerations • Positive EBIT and cash flow contribution but not strategic assets • Cash sale may be feasible due to presence of competitive buyers in the market • Universal has shown interest in acquiring TV1 as part of its efforts to consolidate the SciFi brand. • Potential negative impact to licensing revenue, currently ~$3.5MM per year, could be mitigated by long-term contract. • Asset may provide an opportunity to swap into a wholly-owned channel • Universal’s interest may allow us to “swap” our stake in TV1/SciFi for Hallmark Channel, which could then be re-branded to AXN or Animax • Deal may require incremental cash of ~$5MM • Valuation Basis • DCF analysis with 8x EBIT exit multiple and 10% discount rate 8
FilmFlex • Key Considerations • With 3 years remaining on carriage agreement with Virgin, currently negotiating a renewal but may not reach agreement on an extension. • If renewal is successful, Filmflex has growth potential through expanding to broadband and new territories which would significantly enhance valuation if sale can be delayed until after expansion. Otherwise, expect venture to end in 3 years, with incentive for partners to cut costs and maximize value of remaining cash flow stream. • Delaying sale also allows time to potentially gain carriage with additional operator which would significantly enhance asset value • No obvious potential buyer – Disney has no desire to buy up and sale to Virgin would not generate attractive valuation. • Valuation Basis • If carriage is not renewed (i.e. no terminal value or expansion potential), expected enterprise valuation of $10-22MM implying ~2-4x EBITDA. This compares to a potential valuation of $40-60MM, if assume projected expansion into new territories and platforms as well as terminal value of 6-8x based on long term growth (implied current EBITDA multiples of 7-10x) • Note: SPE and Disney bought ODG's share in 2008, at implied enterprise valuation of ~$40MM (excluding part of consideration paid in lieu of future dividends) 9
HBO Valuation, Cash, and Gain Considerations Valuation Consideration Gain and Cash Considerations • Time Warner recently purchased Disney’s 29% stake in HBO Latin America on a $680MM valuation and is believed to have a hand-shake deal to acquire Disney’s 33.3% stake in HBO CE on a $235MM valuation • Sales of our HBO CE and HBO Latin America stakes at these valuations would generate gains of $147-202MM and cash of $210-278MM in FY10 10
HBO EBIT Impact FY10 impact assumed December 31, 2009 close of both transactions FY09 EBIT from operations of $37.9MM from HBO Central America includes $26.3MM in dividends from sale of SpektrumFY10 EBIT from operation of $62.7MM from HBO Latin America includes a one-time gain of $45MM for SPT not to exercise its right to buy-up as part of the Disney/TW transaction 11
FilmBank • Key Considerations • FilmBank is no longer a strategic asset - SPE’s annual licensing revenues (~$2-3MM) does not require equity participation and board involvement • However, no obvious potential buyers and Warner Bros. may be averse to SPE exit (Warner Bros. currently has favorable deal structure and SPE as owner guarantees SPE content) • Valuation Basis • Valuation estimate based on comparable revenue multiples of 1x – 2x and DCF valuation with terminal value of 10-15x EBITDA and 10% discount rate • Valuation may be discounted due to limited buyer interest 12
FEARnet • Key Considerations • If retained, represents and opportunity to expand U.S. linear channel presence and gain an important foothold in the domestic market • If sold, license agreement likely needs to be restructured • Limited pool of potential buyers • Comcast: Currently not funding operations • Lions Gate: Uncertain appetite; still integrating TV Guide • NBCU: Need to validate fit with Chiller • DirecTV: Expressed some interest last year • Valuation Basis • Transfer restrictions create difficulty • Comcast and Lions Gate unlikely to support sale below invested capital • Buyers may not be interested at $39.9MM valuation • High valuation assumed SPE is bought out at invested capital • Low valuation assumes SPT bought out at 50% of invested capital Confirming 13