CONFIDENTIAL DRAFT Investment in Maa TV Deal Update November 8, 2013.

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Presentation transcript:

CONFIDENTIAL DRAFT Investment in Maa TV Deal Update November 8, 2013

CONFIDENTIAL DRAFT Situation Overview BACKGROUND SPE sought approval in August 2012 to acquire a 53% controlling stake in Maa TV for INR 6.2BN ($113MM) 1 with INR 5.9BN ($107.4MM) 1 payable in FYE13 and INR 300MM ($5.4MM) 1 payable in FYE15 — SPE also had a call option on the 47% minority position beginning on the 5 th anniversary of closing Previous purchase price represented an enterprise value of INR 11.3 BN ($205MM) 1 with an implied TTM 2 (FY12E) adjusted EBITDA multiple of 21.8x and NFY 3 (FY13E) adjusted EBITDA multiple of 19.8x However, the transaction was put on hold when Nimmagadda Prasad, the Board Chair and majority shareholder of Maa, was imprisoned in India for investing in companies owned by a politician’s son in exchange for favorable government treatment CURRENT UPDATE Mr. Prasad was recently released from prison INR to USD rate devalued since the last offer from 55 to 61.4 Maa TV outperformed its projections due to increased sub fees as a result of partial digitization 1 (1)Assumes FX rate of 55 INR to USD at the time of the last offer. (2)TTM stands for trailing twelve months. (3)NFY stands for next fiscal year.

CONFIDENTIAL DRAFT Valuation and Returns Considerations SPE can initially propose the same valuation (in INR) of INR 11.3BN for Maa TV as in the prior process — The prior valuation of Maa TV in INR is currently 10% lower in USD due to currency devaluation SPE to evaluate purchasing (i) 53% of the Company under the same terms as the prior process or (ii) purchase 100% Our internal analysis shows an increase in current valuation of Maa TV (in INR) due to higher profitability, over- performance of EBITDA projections and an increase in industry multiples The table below summarizes the returns under the prior and current valuation and 53% vs. 100% equity purchase. The returns are based on preliminary information and include a number of assumptions 4 2 (1)Preliminary valuation based on projection estimates. The valuation may change after we receive updated projections and detailed current financials. (2)TTM stands for trailing twelve months. (3)NFY stands for next fiscal year. (4)As updated projections beyond FY14 were unavailable, we have assumed that the projections will increase by 10% as compared to the GEC forecast, which is in line with the over-performance of EBITDA in FY14. This analysis is preliminary and subject to change based on receiving an updated forecast.

CONFIDENTIAL DRAFT Preliminary Valuation 3 Our preliminary valuation ranges from $280MM 1 to $329MM 1 (INR 17.2BN to 20.2BN) based on a weighted average of all approaches However, similarly to the GEC purchase price in comparison to the Deloitte valuation, our updated potential offer of INR 16.9BN ($275MM) 1 is on the low end of the valuation range Our preferred scenario would be to convince the seller to accept our prior purchase price of INR 11.3BN ($183MM) 1 Note: This analysis is preliminary and subject to change based on receiving updated actual financials and forecast. (1)Assumes current FX rate of 61.4 INR to USD.

CONFIDENTIAL DRAFT Purchase Price Analysis 4 The increase in the potential current purchase price is in line with the increase in EBITDA for the corresponding periods The EBITDA multiples in the current update are also in line with the analysis prepared during the GEC update — Prior GEC offer implies significantly lower current multiples Note: TTM as of the GEC update was FY12. TTM as of the current update estimated as the avg. of FY13 and FY14, and will be updated when we receive monthly financials from the company. Next Fiscal Year (NFY) was FY13 in the GEC update and FY14 in the current update. NFY+1 was FY14 in the GEC update and FY15 in the current update.

CONFIDENTIAL DRAFT Financial Impact to SPE - Acquire 53% at Current Valuation ($ in MM) 5

CONFIDENTIAL DRAFT Financial Impact to SPE - Acquire 100% at Current Valuation ($ in MM) 6

CONFIDENTIAL DRAFT Financial Impact to SPE - Acquire 53% at Previous Valuation ($ in MM) 7

CONFIDENTIAL DRAFT Financial Impact to SPE - Acquire 100% at Previous Valuation ($ in MM) 8