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GSN / FUN Merger Additional Diligence Items March 23, 2009.

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Presentation on theme: "GSN / FUN Merger Additional Diligence Items March 23, 2009."— Presentation transcript:

1 GSN / FUN Merger Additional Diligence Items March 23, 2009

2 page 1 Responses to Questions from March 22 / March 23 Phone Conversation Legal Issues FUN currently offers skill-based game tournaments for fees to players playing within 34 states and does not offer such tournaments to players within 14 states, plus 2 additional states where players are prohibited from playing card games in such tournaments (although tournaments involving other games are allowed). FUN's and SPE's gaming counsel agree that the law in this area is in flux, is susceptible to political influences and should be monitored regularly for changes in the law and/or enforcement in all 50 states. Specifically, FUN and its gaming counsel currently are closely monitoring 9 states (out of the 34), where the law is ambiguous or there are activist governmental officials, looking for any changes that could impact whether tournaments for a fee continue to be offered in these states. FUN has not prepared a legal analysis of relevant law in any foreign jurisdiction, although less than 10% of FUN's business is outside the U.S. SPE legal has kept Nicole apprised of the gaming issues. Liberty Guarantee Prior to the Liberty spin, Liberty Media Corporation ("LMC") owns 54% of DirecTV and this interest is held in Greenlady Corp. ("Greenlady"), a wholly owned subsidiary of LMC, and is included in Liberty Entertainment, one of LMC's tracking stocks. In connection with the GSN/FUN transactions, and prior to the Liberty spin, Greenlady will be guaranteeing all of Liberty's payment obligations to SPE in this deal, including under the put/call. After the Liberty spin, either Greenlady or Liberty Entertainment, Inc. ("LEI"), Greenlady's parent entity under the new post-spin structure, will be providing this guarantee. In either case, the direct owner of 54% of DirecTV (Greenlady), or its parent entity (LEI), will be guaranteeing all of Liberty's payment obligations to SPE in this deal, including under the put/call or buy/sell, as the case may be.

3 page 2 E-mail Question 1 – Governance and Financial Obligations SPE will retain its 50% of key approval rights under the new GSN operating agreement (exactly the same as current arrangement), including approvals of: –Budgets, business plans, and non-budgetary items –Additional capital calls –Acquisitions over $1MM –Issuance of membership interests All financial obligations (excluding potential pre-close GSN MFN liabilities of $20- $25MM 1 ) will be shared 35% to SPE and 65% to Liberty 50/50 Governance 65/35 Financial Obligations 1 Pre-close MFN liabilities will be split 50/50 between SPE and Liberty What kind of financial obligation do we have under the new 65:35 organization? If we have any obligation could we assume that this would be 65:35 and not 50:50? The 50:50 governance structure will be applied only to voting rights (board seats) and everything else will be on 65:35 is what I understand?

4 page 3 E-mail Question 2 – Carve-out Balance Sheet FUN Games Pro Forma Balance Sheet Estimate as of April 1, 2009 April 1, 2009 Balance Sheet is management’s estimate as of the time Sony acquires 35%. Represents only the gaming segment that Sony will be investing in

5 page 4 E-mail Question 3 – Summary of Goodwill

6 page 5 Questions 4, 6, and 7 – Earnings History Overview of FUN Earnings History P&L Profits Fun Games (exclusive of FUN Sports) generated $6.5MM of EBITDA in 2008. On a consolidated basis, FUN (including FUN Games and FUN Sports) generated $6.6MM of EBITDA in 2008 FUN has not been net income positive on a consolidated basis or a FUN Games divisional basis, largely due to deal amortization and write-offs. However, FUN Games is expected to generate $13.2MM of EBITDA and $7.9MM of Net Income in 2009 Balance Sheet Detail FUN’s retained earnings were reset in 2006 when Liberty acquired a controlling stake in FUN. From that time through December 31, 2008, $154MM of FUN’s total accumulated deficit was attributable to FUN Games in the carve-out balance sheet. However, only $21MM related to operating losses from continuing operations. The $23MM identified as “current period losses” on the carve-out balance sheet is due to pre-close adjustments between 12/31/2008 and 4/1/2009. These adjustments primarily relate to the write-off of inter-company receivables prior to close

7 page 6 Questions 4, 6, and 7 – Earnings History Historical P&L for FUN Games Segment NOTE: The above “carve-out” P&L required various assumptions and allocations to reflect the P&L for FUN Games and associated corporate allocations only. Variance to prior historical P&L provided primarily relates to the inclusion of corporate allocations that will be included with FUN Games after the transaction.

8 page 7 Questions 4, 6, and 7 – Earnings History FUN Technologies P&L (Consolidated, Including FUN Sports and FUN Games)

9 page 8 E-mail Question 5 – Valuation Summary of Preliminary FUN Valuation Analysis Based on internal projections; in the process of reviewing with EY; subject to further review by PWC (1) DCF analysis based on free cash flow incorporating charge for corporate overhead (2) Enterprise Value includes $1MM of cash and no debt (3) WACC based on all companies listed for Market Trading Comps

10 page 9 E-mail Question 5 – Valuation FUN P&L Used for Valuation Analysis Changes from Financial Appendix Page Previously Sent Previous P&L provided was for FUN Games only; current version (left) includes FUN Games plus corporate allocations, including overhead of $1.9MM in 2008 and $700K from 2009 – 2013. Based on recent diligence calls with FUN management. Current tax calculation in CY2011 increased on the assumption that NOLs will be fully utilized earlier in the year NOTE: The above “carve-out” P&L required various assumptions and allocations to reflect the P&L for FUN Games and associated corporate allocations only. Variance to prior historical P&L provided primarily relates to the inclusion of corporate allocations that will be included with FUN Games after the transaction.

11 page 10 E-mail Question 5 – Valuation FUN Valuation Based on Market and Precedent Transaction Comps

12 page 11 E-mail Question 5 – Valuation FUN Valuation Based on Discounted Cash Flow Analysis Free cash flow projections based on the P&L on page 9 (Net Income adjusted for non-cash items such as depreciation, amortization, deferred taxes, and CAPEX) Detailed forecast extends through 2013; 2014 – 2017 projections based on declining growth method Terminal value based on 4% perpetuity growth Cash flows are discounted at a 13.7% WACC


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