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India Investment Opportunity ETV Regional Channels July 18, 2011 Privileged Attorney-Client Communication.

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Presentation on theme: "India Investment Opportunity ETV Regional Channels July 18, 2011 Privileged Attorney-Client Communication."— Presentation transcript:

1 India Investment Opportunity ETV Regional Channels July 18, 2011 Privileged Attorney-Client Communication

2 2  TV Networks are a key contributor to SPE’s overall profitability and growth, driven in large part by the success of Indian Networks  SPE’s seeks to expand beyond its focus on Northern Indian Hindi and English language channels to regional language channels in Southern India  Expanding into regional language channels would: − Give SPE’s networks a national footprint and improve competitive positioning − Capitalize on the growth in ad revenues for regional language channels in Southern India, which is outpacing the growth of Hindi language channels − Enable the Sony brand to better connect with 40% of the Indian population  SPE has an opportunity to acquire a controlling stake in ETV, the second largest group of regional channels in Southern India  SPE seeks approval to acquire a controlling stake subject to conditions for valuation, percent ownership, FYE12 cash outlay, and exit mechanism Executive Summary

3 120 Feeds 159 Countries 543+ Million HH 22 Languages Sony Pictures Television Networks Portfolio Highly successful network brands benefiting from a global infrastructure

4 Networks Importance to SPE Earnings and Growth Diversifies revenue and profit base with higher growth and margins than content business lines Provides steady cash flow from dual revenue streams of subscriber fees and advertising revenue Delivered 10-year CAGR of 17% for revenue and 43% for EBIT, with current EBIT margins of 21% Further exposes the Sony brand and builds long-term asset value 4 ($MMs) SPT Networks Revenue and EBIT growth 2002-2010

5 5 MSM: has two of the top five Hindi GE channels, making MSM a compelling offering for advertisers, and the two channels combined offer the same Gross Rating Points (GRPs) as the #1 channel – SET: MSM India’s flagship channel has doubled its ratings over the last 18 months; SET fluctuates between being the #3 and #4 ranked general entertainment channel – SAB: #1 channel among the tier 2 general entertainment channels (overall #5 position) and has taken over all of its competitors (Imagine TV, Star One, Sahara One) – SET MAX: Consistently ranked the #1 movie channel in India – PIX: Executing on a strategy to move from #3 to #2 by maximizing on a new output deal with SPT Distribution: Bouquet makes MSM highly desirable to cable operators MSM Financial Performance ($MM) Revenue EBIT India’s Importance to Networks Earnings and Growth

6 Growth in the Indian Market Strong economic growth –India is expected to be among the top 3 economies in the world by 2050 –As GDP grows, consumers are attaining higher levels of disposable income –India is the largest youth market in the world, comprised of approximately 340MM individuals under the age of 15 High growth potential for TV market –Media Industry grew at a 12% CAGR for the last five years –With an expected 10% revenue CAGR through 2015, Television is expected to be a primary driver of media growth –India represents the third largest television audience in the world –Today, of the 212MM households in India, 61% (130MM) are television households, leaving room for further penetration 6 Indian Media Revenues Growth of Television Households Source: PWC Report – Indian entertainment and media outlook 2010, FICCI-KPMG India Entertainment and Media Report 180 185 190 195 200 205 210 212 102 109 112 115 119 123 128 130 0 50 100 150` 200 250 20042005200620072008200920102011 Millions Households TV Households

7 7  High growth market: Highest forecast growth in ad revenues and combined viewership greater than the Hindi market  Diversification: Expanding footprint into regional language channels taps into a growing local advertising market that is different and more stable than the national market  Distribution: Strengthens MSM’s OneAlliance distribution bouquet by adding regional channels and making it a compelling offering in all parts of the country  Efficiencies: Ad sales, distribution infrastructure, and management services to be provided by MSM  Sony brand exposure: Re-branding channels with the Sony name would allow Sony to better connect with over 40% of the Indian population, many of whom are striving to own higher-end brands  Competitive positioning: SPE’s Indian Network holdings are at a competitive disadvantage without a larger portfolio of regional channels Indian Regional Language Channels Represent an Opportunity to Drive Further Growth in SPE’s Indian Networks Business

8 SPE has an opportunity to acquire a controlling stake in ETV, the second largest group of regional channels in Southern India ETV has 6 general entertainment channels which all rank in the top 3 in each of its markets, including Telugu, the second largest regional ad market All channels have successfully converted to subscription channels and generate dual revenue streams ETV Investment Opportunity MSM SPE/ETV ETV 8

9 ETV Financial Summary 9

10 Third Party Valuation 10 Deloitte Touche Tohmatsu (D&T) was engaged to value ETV MSM India will manage ETV, represent its advertising and distribution sales –This creates embedded synergies in the forecast of ETV’s financial results As a result, D&T prepared three valuations: –A fair market valuation which represents the value of ETV to a an average buyer –An investment valuation which represents the value to a strategic buyer, specifically SPE, using the market cost of debt –An investment valuation which represents the value to a strategic buyer, specifically SPE, using Sony’s cost of debt Note: Valuations Are Preliminary

11 11  Reliance is willing to sell a controlling interest in ETV, at a $755MM enterprise value, which SPE believes is an acceptable maximum transaction value but is further negotiating − $755MM valuation is near the high-end of the third party valuation, including assumed synergies to be achieved post-acquisition − Assuming Reliance maintains a minority stake, they have requested an exit via an IPO or, failing that, an uncapped put to SPE − SPE will not accept a deal with an uncapped put The following deal structures are under consideration and would satisfy the approval parameters previously described: − Acquire 68% of ETV with Reliance retaining 32% (cash outlay of $513MM) − Acquire of 62% or 68% of ETV with a private equity firm retaining 38% or 32% (cash outlay of $468MM) − Acquire 100% of ETV with an installment payment plan that limits cash outlay in FYE12 (initial cash outlay of no more than $515MM, total cash outlay $755MM) Deal Considerations

12 12  SPE will seek the Board’s approval to acquire a stake in ETV with the following conditions: − Controlling stake of 62% or more acquired − Enterprise valuation not to exceed $755MM − Exit mechanism for minority partners does not include an uncapped put − FYE12 cash outlay for the acquisition does not exceed $515MM Approval Requested of the Board

13 Next Steps 13 Complete due diligence and fair value assessment of ETV assets and liabilities Complete partner negotiations Review with Group Executive Committee Review with Board of Directors Complete and execute long form agreements Obtain regulatory approval Close


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