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 library value through its ownership stake in most shows (including Survivor and Apprentice) –Generating roughly $60MM in annual EBITDA today –However, much of MBP’s past and future success is 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 are market rate

3 – Confidential – MBP HAS A PROVEN TRACK-RECORD OF PRODUCING HIT SHOWS MB is one of the most successful creators and producer 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 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, internet, etc) –$40MM in EBITDA commitments for EBITDA by Show $281MM of Cume EBITDA* * Does not reflect non-show allocable EBITDA of ($8MM)

4 – Confidential – MBP FIT, RISKS AND MITIGATIONS 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 complimentary 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 Risks Potential internal competition between ER and MBP Each will have independent budget plus mgmt visibility to minimize overlap May lose economic leverage once affiliate w/ major studio 50% ownership structure effectively keeps MBP independent Significant portion of value locked up with MBWill confirm depth of mgmt extends beyond MB (e.g., as it did with Spelling Entertainment) Genre / MBP may be past peakStrong track record, diverse portfolio of shows, and ’08 commitments Mitigations Significant portion of value locked up with 2 key shows (Survivor & The Apprentice) Belief that MBP is a “hit maker” and can replace key shows or that they will continue (diligence)

5 – 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

6 – 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

7 – 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 likely due next Friday (4/25) –Preliminary valuation guidance was +$500MM Due to timing constraints and limited financial information, we recommend a “structured” bid –10x of 2008 EBITDA; cash at close for Committed and EOY for Anticipated EBITDA –Offer to purchase remaining 50% share *Includes $1.2MM of “Other” EBITDA; ** Just picked up by CBS for 8 episodes

8 – Confidential – POTENTIAL DEAL TIMING DateAction Item / Milestone April 17 – 22SPE Management Review (Mosko, Hendler, Lynton) April 22 – 23Brief SCA (Weisenthal) April 23 – 24Inform Tokyo of pending LOI April 25Submit 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 Early AugustBrief GEC Mid AugustBrief SJC Board Mid AugustClose and Fund August 26Exclusivity Ends

9 – Confidential – Appendix

10 – Confidential – HISTORICAL REVENUES BY TYPE Comments Generated $448MM in 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

11 – Confidential – HISTORICAL EBITDA RECONCILIATION BY SHOW

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

13 – Confidential – COMPARABLE TRANSACTIONS

14 – Confidential – MBP VALUATION BASED ON REVEUNE AND EBITDA MULTIPLE COMPS