CONFIDENTIAL DRAFT Investment in Maa TV Deal Update November 15, 2013.

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Presentation transcript:

CONFIDENTIAL DRAFT Investment in Maa TV Deal Update November 15, 2013

CONFIDENTIAL DRAFT Situation Overview BACKGROUND SPT 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 — SPT 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 (FYE12) adjusted EBITDA multiple of 21.8x and NFY 3 (FYE13) adjusted EBITDA multiple of 19.8x However, the transaction was put on hold due to delays with selling shareholders obtaining 281 tax clearance certificates from the Indian Tax Authority to protect SPT against potential tax liability claims — Nimmagadda Prasad, the Board Chair and majority shareholder of Maa TV, was unable to receive a 281 tax clearance certificate because he was charged in India for investing in companies owned by a politician’s son in exchange for favorable government treatment — Any potential purchase is conditional on sellers receiving the 281 tax clearance certificate CURRENT UPDATE Mr. Prasad was recently released from prison INR to USD rate devalued since the last offer from 55.0 to 61.4 Maa TV outperformed its projections due to increased sub fees as a result of partial digitization in FYE13 and FYE14 EBITDA is expected to be between INR 800 – 900MM The seller has requested a purchase price of INR 17.6BN ($287MM) 4 1 (1)Assumes FX rate of 55.0 INR to USD at the time of the last offer. (2)TTM stands for trailing twelve months. (3)NFY stands for next fiscal year. (4)Assumes current FX rate of 61.4 INR to USD.

CONFIDENTIAL DRAFT SPT to evaluate purchasing (i) 53% of the Company under the same terms as the prior process or (ii) purchase 100% Note that we have not received updated projections and detailed current financials since the time of GEC, but have modified growth projections as follows: Our internal analysis shows an increase in current valuation of Maa TV (in INR) due to an increase in industry multiples and higher profitability Based upon previously agreed multiples at the time of the GEC (“Revised GEC View”), the valuation is INR 15.8BN ($257MM) SPT to evaluate a valuation range of INR 17.6BN ($287MM) and INR 19.8BN ($322MM) based on the seller’s view of a FYE14 EBITDA multiple of 22.0x on a range of INR 800 – 900MM Valuation Considerations 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.

CONFIDENTIAL DRAFT The table below summarizes the returns under the current valuation ranges for 53% and 100% equity purchases. The returns are based on preliminary information and include a number of assumptions 1,2 Under the 53% acquisition case, we assume that SPT will receive a call option for the remaining 47% exercisable in 5 years at a 14.0x FYE19 EBITDA multiple for 100% Returns Analysis 3 (1)As updated projections beyond FYE14 were unavailable, we have assumed normalized revenue and EBITDA growth projections beyond FYE14 EBITDA of INR 800MM. This analysis is preliminary and subject to change based on receiving an updated forecast. Call option exercise price assumed based off FMV estimated at 14.0x FYE19 EBITDA. (2)As updated projections beyond FYE14 were unavailable, we have assumed normalized revenue and EBITDA growth projections beyond FYE14 EBITDA of INR 900MM. This analysis is preliminary and subject to change based on receiving an updated forecast. Call option exercise price assumed based off FMV estimated at 14.0x FYE19 EBITDA.

CONFIDENTIAL DRAFT SPT Preliminary Valuation 4 Our preliminary valuation ranges from approximately $238MM 1 to $281MM 1 (INR 14.6BN to 17.3BN) based on a weighted average of all approaches The revised view of valuation of INR 15.8BN ($257MM) 1, which is in line with previously agreed upon multiples at the time of the GEC, is within our valuation range 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 5 The Revised GEC View purchase price is in line with the increase in EBITDA for the corresponding periods — The seller’s asking price increase is higher than the increase in the business profitability The EBITDA multiples in the current update are in line with the analysis prepared during the GEC update — The seller’s asking price implies significantly higher multiples Note: TTM as of the GEC update was FYE12. TTM as of the current update estimated as the avg. of FYE13 and FYE14, and will be updated when we receive monthly financials from the company. Next Fiscal Year (NFY) was FYE13 in the GEC update and FYE14 in the current update. NFY+1 was FYE14 in the GEC update and FYE15 in the current update.

CONFIDENTIAL DRAFT Financial Impact to SPT – Seller’s View ($ in MM) 6 (1)Preliminary estimate. (2)As updated projections beyond FYE14 were unavailable, we have assumed normalized revenue and EBITDA growth projections based on a FYE14 EBITDA of INR 800MM. This analysis is preliminary and subject to change based on receiving an updated forecast. Call option exercise price assumed based off FMV estimated at 14.0x FYE19 EBITDA. (3)As updated projections beyond FYE14 were unavailable, we have assumed normalized revenue and EBITDA growth projections based on a FYE14 EBITDA of INR 900MM. This analysis is preliminary and subject to change based on receiving an updated forecast. Call option exercise price assumed based off FMV estimated at 14.0x FYE19 EBITDA.

CONFIDENTIAL DRAFT Financial Impact to SPT - Acquire 53% at INR 15.8BN Valuation ($ in MM) 7 (1)Preliminary estimate. (2)As updated projections beyond FYE14 were unavailable, we have assumed normalized revenue and EBITDA growth projections based on a FYE14 EBITDA of INR 800MM. This analysis is preliminary and subject to change based on receiving an updated forecast. Call option exercise price assumed based off FMV estimated at 14.0x FYE19 EBITDA. Expected payback in year 15Expected payback in year 13

CONFIDENTIAL DRAFT Appendix 8

CONFIDENTIAL DRAFT Discounted Cash Flow Analysis (INR in MM) 9 SPT assumes a WACC range based off the risk profile of comparable India broadcasting companies and a perpetuity growth range based off the sustainable long term growth of comparable India broadcasting companies, accounting for India’s projected inflation rate. SPT applied: — WACC: 12.5% % — Perpetuity Growth: 7.0% - 8.0%

CONFIDENTIAL DRAFT Comparable Company Analysis (INR in MM) 10 SPT assumes trading multiples based off TTM, FYE14, and FYE15 EBITDA that are within the range of public India broadcasting companies and applied an additional 30% control premium, which was applied by Deloitte during its valuation of the Maa TV in June SPT applied: — TTM EBITDA: 17.0x – 19.0x plus a 30% control premium — FYE14 EBITDA: 15.0x – 17.0x plus a 30% control premium — FYE15 EBITDA: 13.0x – 14.0x plus a 30% control premium The market multiples have increased since SPT presented previously to the GEC:

CONFIDENTIAL DRAFT Comparable Transaction Analysis (INR in MM) 11 SPT assumes transaction multiples based off FYE14 EBITDA that are within the range of observed recent transaction multiples of networks in India — SPT applied a FYE14 EBITDA multiple range of 19.5x – 22.5x