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TitleDivestiture of SPE’s Remaining Shareholding in HBO Latin America Group Presenter (Division) Sony Pictures EntertainmentAttendeesNot Applicable Sold.

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Presentation on theme: "TitleDivestiture of SPE’s Remaining Shareholding in HBO Latin America Group Presenter (Division) Sony Pictures EntertainmentAttendeesNot Applicable Sold."— Presentation transcript:

1 TitleDivestiture of SPE’s Remaining Shareholding in HBO Latin America Group Presenter (Division) Sony Pictures EntertainmentAttendeesNot Applicable Sold asset/ Transferred business HBO Latin America Group (HBO LAG) TransfereeTime Warner Entertainment (TWE) Sales Amount, Book value Sales amount, Latest plan (Budget: Yes / No ) Acquisition costBook valueFair Market Value / Reference price $65.4 Million$10.1 Million$24.2 Million (incl. $15.3 Million put option value) Third party valuation earlier this year, implies that sales amount is fair market value ScheduleInvestment CommitteeGroup Exec Committee or Elec & NW Services MC Sale /Transfer date (plan) Date: Not Applicable Date: March 2011 Purpose / Background SPE seeks approval to exercise a put on its 8.2% stake in HBO LAG. SPE expects to recognize cash of $65.4 Million and a gain of approximately $41 Million in FYE11, partially addressing a budget challenge in the year. The put was secured in March 2010 when SPE sold 21.2% of its 29.4% stake in HBO LAG. The exercise price applies 5% growth to the valuation of the initial 21.2% sold. Four month notice is required before closing. Although the sale of SPE’s remaining 8.2% stake will decrease visibility into HBO LAG’s operations, SPE’s content licensing and channel distribution relationships with HBO LAG will continue under the current agreements. SPE’s content license agreement with HBO LAG will continue through March 2014 with SPE having the option to renew through March 2018. SPE’s distribution agreement with HBO LAG for SPE’s three channels will be extended 5 years from the sale date through March 2016, with a further 5 year renewal at SPE’s option through March 2021. If the put were not exercised, the term of the distribution agreement would expire in Dec 2013. A non-suspensory filing was made with the competition authority in Brazil after the sale of SPE’s 21.2% stake and would cover the exercise of the put. Although approval has not yet been received, chances of not getting such approval are remote. If Ole Communications, the third party holding shares in HBO LAG, closes a sale of its equity in HBO LAG before SPE closes the sale of its 8.2% stake, it is possible that a suspensory competition filing would be required for the SPE sale and delay closing until FYE12. However, SPE believes this is unlikely. SPE has no reason to believe Ole Communications intends to sell its stake in the near future. Further, Ole Communications could not close a sale without also receiving regulatory approval. Investment Committee Application (for asset sale, business transfer incl. stock sale) PAGE 1 OF 2 No. Contact: Investment Committee Secretariat Tel. +81-3-6748-2307 (Ext.9-308-2307) e-mail. gh-keiki-toushi@jp.sony.com

2 Sale/Transfer Summary 1.Transferee’s profile and credit rating TWE has a market capitalization of $35BN, is traded on the NYSE (ticker: TWX), and is listed on the S&P 100. TWE had revenues of $26BN in CY09 and $4BN of cash on hand as of 9/30/10. TWE’s current credit rating is ‘BBB.’ 2.Buyer (transferee) selection process TWE owns the HBO and Cinemax brands in the U.S. and in other markets around the world and seeks to further increase its ownership of HBO LAG. The put was secured during the March 2010 transaction. Post closing, TWE would have an 88.2% stake in HBO LAG, with the remainder held by Ole Communications (11.8%). 3.Terms and conditions for payment $65.4 Million will be paid at closing 4.Costs relating to the transaction (incl. obligation / indemnity, HR expenses to be borne by Sony) SPE is not anticipating any material costs relating to the transaction. 5.Financial impact and merit / demerit (P/L, B/S, C/F, tax) The sale of the 8.2% equity interest will generate $65.4 Million of cash and an estimated gain of approximately $41MM. With the transaction, the historical IRR of SPE’s investment is approximately 28%. 6.Other major issues Contacts NameJim UnderwoodDivisionSony Pictures Entertainment Tel310-244-3987Fax310-244-0244Jim_underwood@spe.sony.com Investment Committee Application (for asset sale, business transfer incl. stock sale) PAGE 2 OF 2 No. Contact: Investment Committee Secretariat Tel. +81-3-6748-2307 (Ext.9-308-2307) e-mail. gh-keiki-toushi@jp.sony.com


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