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Acquisition of Additional Equity Stake in Multi Screen Media Presentation to the Group Executive Committee October 12 th, 2011.

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Presentation on theme: "Acquisition of Additional Equity Stake in Multi Screen Media Presentation to the Group Executive Committee October 12 th, 2011."— Presentation transcript:

1 Acquisition of Additional Equity Stake in Multi Screen Media Presentation to the Group Executive Committee October 12 th, 2011

2 2 Executive Summary SPE believes it is important to the growth of its Indian Networks to buy out the current minority partners in Multi Screen Media (“MSM”) –Acquisition and launch of new operations are important elements to an India expansion strategy –Minority partners have rights which allow them to block, slow down, or limit the funding of these initiatives and to block the hiring/firing of MSM’s CEO –Such rights have complicated and slowed MSM’s ability to maximize growth opportunities –Independent of any increased flexibility on new channels or other significant growth initiatives, having full control could help increase revenue by up to 5% and EBIT/cash flow by up to 10% by FYE15 SPE has sought to buy out the current minority partners for some time and now has an opportunity to do so, due in part to the minority shareholders’ liquidity issues Acquisition of the minorities' shares of MSM would be at an attractive valuation, improve long-term cash flow and net income, and generate a 25% IRR SPE seeks approval to increase its MSM holdings from 62% to 100% for $311MM –Payments spread over 4 years beginning in FYE13

3 Importance of SPT Networks & MSM India SPE’s global portfolio of networks is a significant contributor to SPE’s overall revenue and EBIT –Diversifies SPE’s revenue and profit base with higher growth and margins than content business lines –Delivered 9-year CAGR of 17% for revenue and 43% for EBIT –Delivered close to $900MM of incremental EBIT through monetizations / one-off transactions over the past 10 years MSM India is critical to the overall network portfolio –Delivered 9-year CAGR of 17% for revenue and 47% for EBIT –Delivered $65MM EBIT in FYE11, was budgeted in FYE12 to grow by 40% to $91MM, and is now expected to exceed $100m in EBIT in FYE12 ($MMs) SPT Networks Revenue and EBIT (excluding monetizations / one-off transactions) Revenue EBIT 3 ($MMs) MSM India Revenue and EBIT Revenue EBIT

4 MSM India Business/Performance Highlights SET is currently the #1 general entertainment channel in Primetime and is close to taking the #1 spot in All Day SAB is the #1 channel among the tier 2 general entertainment channels (overall #5 position) and has overtaken all of its competitors SET MAX: Consistently ranked as the top 3 movie channel in India –Locked in the rights for the strongest television property in India - IPL Cricket until 2017 (including the 10 th season option) 4 FYE12

5 Importance of Indian Marketplace 5 India is an important growth market to Sony Corporation and SPE –India is critical to Sony Corporation and SPE due to its size, growing middle class, growth potential, and the value ascribed to the Sony brand by its population –Sony and SPE have a history of working together to capitalize on this market, including exposing 350MM viewers to the Sony brand via SPE’s Sony-branded channels Opportunities from synergies have already delivered significant benefits to MSM and other Sony companies –The Sony brand on MSM’s channels has increased brand awareness and helped electronics sales –Implementation of one-click exclusive access to MSM’s library content on various hardware products like Sony Bravia TVs and Sony Ericsson phones supported premium pricing for these products and cross- marketing for MSM –Availability of exclusive ringtones from Indian Idol on Sony Ericsson phones provided a unique offering Sole ownership will increase the ability to exploit future opportunities and further build on these past successes –IPL: Utilize Sony equipment (e.g., broadcast cameras, etc.) including shooting IPL matches in 3D –Exclusive window / early look for advertising opportunities or discounted ad pricing (value transfer) –Integration of all Sony products on MSM programs (phones, cameras, computers, televisions, etc) –Display Sony monitors on the current #1 primetime show on SET: Who Wants to Be a Millionaire (Monitors are currently Samsung and prominently displayed)

6 Challenges with the Grandway/Atlas Joint Venture 6 Grandway/Atlas has sued SPE and MSM for claims with absolutely no merit, causing SPE and MSM to spend significant time and expense to defend Grandway/Atlas is unable and unwilling to fund the business –Despite strong strategic and economic benefits to MSM, due to capital constraints, Grandway/Atlas is unwilling and unable to fund, therefore MSM has not been properly funded with equity capital and is over-leveraged –Majority of the funding has come from SGTS loans and previous 3 rd party bank facilities were backed by Sony credit enhancements In the event SPE includes a partner in MSM in the future, it is possible that similar issues and conflicts may arise Grandway/Atlas has created management distractions, litigation and negative publicity Grandway/Atlas has hindered expansion efforts and could hinder future growth as well –Acquisition of Channel 8 in West Bengal –SAB channel acquisition and PIX channel launch –The original (and revised) IPL deal MSM Ownership Structure SPE 62% Grandway/Atlas 32.4% Capital Group 5.6%

7 7 Proposed Buyout of Minorities SPE has an opportunity to purchase the minority shareholders’ 38% stake for $311MM spread over 4 years, increasing SPE’s stake from 62% to 100% – The deal will not be closed until FYE13 which delays the first cash outflow to FYE13 – The anticipated cash outflow installments are $144MM in FYE13, $59MM in FYE14, $58MM in FYE15 and $50MM in FYE16 – As part of the transaction, SPE requires a Sony Corporation/SGTS credit enhancement (Sony guarantee) for $121MM of the deferred portion of the purchase price As part of the proposed transaction, Grandway/Atlas will be required to release and settle all past and current claims against Sony and its subsidiaries, including the current litigation SPE will assume the minorities’ share of MSM’s potential tax exposure as part of this transaction. However, from a practical standpoint SPE already bears this financial risk If SPE is required to operate MSM with minority partners, SPE has two options: –A private equity or strategic partner who will likely 1) require significant influence or approval over CEO hire and/or fire, 2) restrict Sony’s ability to terminate the trademark license, 3) block or limit growth initiatives and 4) require exit rights (i.e. a qualified IPO, a put of the stake to Sony, or Sony’s option to purchase at fair value) at a much higher price, potentially $450MM-$650MM in 3 - 6 years depending on mechanism and timing –Do not close such a deal with new partners, likely leaving us with the current minority shareholders and the operational difficulties and litigation risk historically involved

8 MSM Historical and Projected Financial Results 8 With strong historical growth and outlook, MSM is critical to SPT networks portfolio –MSM performance has improved significantly in recent years and is now consistently profitable –EBIT is projected to grow strongly over the next few years –In FYE11 MSM had $300MM in debt which will be repaid by FYE16 MSM is generating positive cash flow and has started paying down its debt *Includes interest and taxes Note: WSG/Cricket debt and routine A/R financing may remain beyond FYE16 - FYE10 cash flow includes $56MM net investment in IPL Cricket - FYE11 cash flow includes $68MM WSG litigation deposit with the Indian High Court

9 Independent Equity Valuation SPE engaged a 3 rd party (Deloitte & Touche) to value MSM using discounted cash flow and market approaches SPE’s purchase price is supported by the valuation 9 At SPE’s proposed price of $311MM, SPE’s estimated post-tax IRR is 25% and payback is 9 years consistent with other network investments Providence Equity partners had a potential deal in place at a similar valuation* * Providence had a potential deal for 32.4% at a net equity value including contingency payments of $265MM. SPE translated this to $311MM for 38% on the same valuation basis $402 $340 $478 $395 $342 $289 Proposed SPE Price ($311MM) 38% Minority Stake ($Millions) Net Equity Value for Minority Partners’ 38% Stake * Pro Forma Providence Price for 38% ($311MM) Source: Deloitte Touche Tohmatsu

10 Indian Marketplace Developments 10 The Walt Disney Co. announced plans to acquire 49.6% of UTV (to achieve total ownership of 100%) from private and public shareholders –UTV operates several Hindi-language movie and general entertainment channels and a Telegu-language movie channel. They also develop, produce and distribute TV series, feature films, and video games. –Disney's purchase price of $456MM implies an enterprise value of $1.1BN and an LTM EBITDA multiple of 37.5x –SPE's purchase price for the minority share of MSM of $311MM implies an LTM EBITDA multiple of 12.2x The Indian government is likely to approve pending regulation that will require switch-over from the current analog cable system to a digital system, which could create opportunities for MSM –Transition will occur through 2014 –Digital systems will include addressable set-top boxes which prevent under- reporting of subscribers to cable operators and channels –Digital systems will also allow for an increase in the number of channels which can be delivered to subscribers –Full reporting of subscribers and therefore increased subscriber revenue –Increased capacity and therefore improved ability to launch new channels or increase regional distribution Recent Media Transactions at Robust Values Potential Benefit of Digitization

11 Financial Benefits of Buying Out Minority Partners 11 Asset Appreciation Cash Flow Attractive Return Net Income Litigation Expense Eliminate Costly Future Buy Out or IPO SPE acquires shares at an attractive valuation and retains 100% of the upside in a growing business Increased dividends beginning in FYE17 through retaining additional 38% of surplus cash flow after debt paydown, otherwise paid to minority shareholders The returns on the investment are strong with a 25% IRR and a 9 year payback Sony's Net Income Attributable to Shareholders is improved due to elimination of Non-Controlling Interest All current minority partner litigation will be withdrawn and associated legal fees and other minority partner-related advisory fees will be avoided Replacing the current partners with private equity or strategic partners will require: –Granting the minority partner rights to block significant growth initiatives –Future exit rights (i.e. a qualified IPO, a put of the stake to Sony, or Sony’s option to purchase at fair value) at a much higher price SPE already consolidates MSM’s revenue, earnings and cash flow, however there are other important financial benefits

12 Risks and Mitigations 12

13 Sony Approval Request SPE seeks GEC approval to: Increase its stake in MSM to 100% with a purchase of the minority 38% for $311MM spread over 4 years, with $144MM paid in FYE13 Provide a $121MM Sony guarantee that SPE will make payments as required in the Purchase Agreement 13

14 Next Steps Complete long form documents and third party valuation for the Reserve Bank of India Execute long form documents – Potentially November 2011 Obtain regulatory approval Close –No earlier than Q1 FYE13 14


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