Briefing Deck April 2008 – Confidential – PROJECT FIREBIRD.

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Presentation transcript:

Briefing Deck April 2008 – Confidential – PROJECT FIREBIRD

2 – Confidential – EXECUTIVE SUMMARY SPE is committed to building a leading light-entertainment business –Acquisition of 2waytraffic provides strong international distribution –Potential acquisition of Embassy Row expands the pipeline of formats MBP would bring critical mass to this business –Brings creative strength based on a proven track record of developing hit shows –Provides immediate value through existing on-air shows plus MBP owns copyright / format rights to the library –Generating roughly $60MM in annual EBITDA today –Much of MBP’s profits are tied to 2 franchise shows, Survivor and The Apprentice We recommend submitting a non-binding LOI to acquire 50% of MBP at 10x 2008 EBITDA (roughly $548MM total value; $274MM to SPE) –MB seeking to sell 50%; structure ensures he has an ongoing incentive to perform –Until further diligence is completed, propose 10x 2008 committed earnings at close plus “true-up” to 10x actual EBITDA at end of 2008 –Include an option to buy-out the remaining 50% at the lesser of an agreed multiple and market rate

3 – Confidential – MBP HAS A PROVEN TRACK-RECORD OF PRODUCING HIT SHOWS MB is one of the most successful creators and producers of unscripted programming –14 network series comprising 696 hours of programming aired to-date –Franchise shows include The Apprentice, Survivor, and The Contender –53 executive-produced TV seasons / cycles Strong historical performance with attractive economics –Generated $448MM of net revenue and $273MM of EBITDA over the last 5 years –License fees generally exceed production costs –Pioneered the product placement / sponsorship model and generally owns all int’l format rights Healthy slate of existing shows and pipeline of new projects –7 series on-air in 2007/2008 season –Expanding internationally and diversifying programming types (game shows, online, etc) –$40MM in EBITDA commitments for EBITDA by Show $281MM of Cume EBITDA* * Does not reflect non-show allocable EBITDA of ($8MM)

4 – Confidential – MPB’S FIT AND SPE’S VALUE ADD Strategic Fit w/ SPE Value to MBP We have strong international distribution (particularly w/ acquisition of 2waytraffic) but require additional shows to fill the pipeline MBP would help SPT grow its reality business and is largely complementary to existing assets –SPT’s reality business is primarily focused on traditional game shows (WOF, Jeopardy) –Potential acquisition of Michael Davies would enhance our traditional game show business (e.g., Power of 10) –Potential acquisition of MBP would diversify our reality portfolio with story-driven, unscripted programming (e.g., Survivor, The Apprentice) and help fill the international pipeline SPE would provide MBP a single point of distribution across TV, home entertainment, digital, and international International distribution capabilities (2waytraffic) would help maximize format revenues Strength in first-run syndication and cable relationships would provide additional distribution options for MBP programming SPE affords MBP continued independent status and allows MBP to distribute through any outlet (cable, broadcast, syndication)

5 – Confidential – RISKS AND MITIGATIONS RISKSMITIGATIONS Reality genre and/or MBP may be late in their life cycle Excellent track record, diverse portfolio, and strong ’08 commitments Significant portion of value locked up with MB Will confirm depth of mgmt extends beyond MB (e.g., as it did with Spelling Entertainment) Significant portion of value locked up with two key shows (Survivor and The Apprentice) Belief that MBP is a “hit maker” and can replace key shows or that they will continue (diligence) 50/50 ownership structure could present management challenges Address governance issues as part of the LOI; create mgmt control points for SPE May lose economic leverage once affiliated with a major studio 50/50 ownership structure effectively keeps MBP independent Potential internal competition between ER and MBP Each will have independent budget; mgmt visibility will help minimize overlap

6 – Confidential – MBP HISTORICAL PROFITABILITY EBITDA ($MM) ’04-’07 Avg. = $64MM ’03-’07 Avg.= $55MM Survivor$14.7$16.9$15.3$14.4$16.5 Apprentice$1.6$26.8$47.8$30.7$7.1 Rock Star--$1.4$11.8$20.9$1.6 Are You….-- $16.5 Total Other$0.9$5.4$6.6($2.5)$19

7 – Confidential – ESTIMATED MBP GO-FORWARD PROFITABILITY $31 $26 EBIT Impact On an EBIT basis, business is likely to be break-even or slightly better in the first year (due to initial amortization associated with committed earnings) Years 2 and beyond will see increased EBIT contribution as amortization decreases Accounting for 50% Stake Equity accounting is more likely, SPE would reflect 50% of Net Income after amortization within SPE’s EBIT Consolidation is preferable (100% of Revenues, Costs, and EBIT are reflected on SPE’s books); however we only receive this treatment if our 50% provides effective control FORECASTED EBITDA ($MM) LowMgmtHighLowMgmtHighLowMgmtHigh $49 $55 $58 $42 $57 $65 $31 $57 $81 ’04-’07 Avg. = $64MM

8 – Confidential – BID STRUCTURE AND IMPLIED VALUATION 50% x 10x Cash at Close At EOY CY08 50% x 10x $206MM $68MM $274MM Total Paid $548MM Implied Total Value SurvivorAre You Smarter…Expedition Series ApprenticeOn the LotMTV Movie Awards The ContenderPirate MasterWedding (P) The Rock StarMy Dad is…. Paranormal Ghost (P) MarthaAmnesia Are you Smarter…Bully Beat DownWedding Paranormal GhostThis is Your LifeShark Tank StingContender UK/US Challenge Live Like You are Dying Jingles** $41.1MM $13.7MM* 2008 Committed 2008 Anticipated MBP has engaged Bear Stearns to sell 50% interest in company –Non-binding LOI due Monday, April 28 –Preliminary valuation guidance was +$500MM Due to timing constraints and limited financial information, we recommend a “structured” bid –10x 2008 EBITDA; cash at close for Committed and EOY for Anticipated EBITDA –Option to purchase remaining 50% share beginning after 3 years *Includes $1.2MM of “Other” EBITDA; ** Just picked up by CBS for 8 episodes

9 – Confidential – ISSUES TO BE ADDRESSED IN THE LOI Transaction Structure: SPE to acquire 50% ownership interest in MBP Consideration: 50% x 10 x 2008 EBITDA (10x committed EBITDA at close ($206MM) plus 10x incremental EBITDA at end of calendar 2008 ($68MM) for total consideration of $274MM) Governance: See next slide Management: See next slide Exit Right: Beginning after 3 years, SPE to have option to purchase remaining 50% interest in company at lesser of 10x current EBITDA or fair market value Corporate Opportunities / Conflicts: SPE to provide MBP with greater distribution options and int’l format sales capabilities while effectively maintaining MBP’s independent status Affiliate Transactions: None contemplated Closing Conditions: Completed due diligence and board approval MB Employment Agreement: 3+1 President position Due Diligence: Standard due diligence process Approvals: Sony Board Timing: Three months of exclusive negotiations; close mid August 2008 Financing: Cash

10 – Confidential – GOVERNANCE AND MANAGEMENT ISSUES Board members appointed 50/50 by MB and SPE –MB on board and appoints an additional 2 members –SPE appoints 3 members to the board Board must approve the following –Senior management hiring / firing –M&A, including investments by third parties –Annual budget including key line items (development, G&A, marketing); if budget not approved, a rollover budget will apply –Expenditures in excess of a defined amount (e.g., $1MM) Cash management –Each party will fund 50% of any cash shortfalls –Free cash flow will be paid out 50/50 MB responsible for day-to-day management and retains creative control (within approved budget levels) Sony ultimately responsible for distribution with significant input from MB

11 – Confidential – POTENTIAL DEAL TIMING DateAction Item / Milestone April 17 – 21 SPE Management Review (Mosko, Hendler, Lynton) SCA Briefing (Wiesenthal) April 23 – 24Inform Tokyo of pending LOI April 28Submit Non-Binding LOI May 2 – 23Negotiate LOI (3 weeks) May 273 month exclusivity begins June and JulyPerform due diligence and negotiate contract End of July Substantive diligence complete; material deal points agreed July 28Brief GEC Mid AugustBrief Sony Board Mid AugustClose and fund August 26Exclusivity ends

12 – Confidential – Appendix

13 – Confidential – HISTORICAL REVENUES BY TYPE Comments Generated $448MM in total net revenues since 2003 License Fees average 112% of Production Costs Sponsorships represent 25% of net revenue over past 5 years Average EBITDA margin of 39% (based on gross revenues) 2007 includes $10MM in “consulting” revenues - TBD

14 – Confidential – HISTORICAL EBITDA RECONCILIATION BY SHOW

15 – Confidential – FINANCIAL SENSITIVITIES + = Committed EBITDA by Show Case Build-Up

16 – Confidential – COMPARABLE TRANSACTIONS

17 – Confidential – IMPLIED VALUATION BASED ON COMPARABLE TRANSACTIONS