Interim Status Update [May 2, 2011] INDIA REGIONAL CHANNELS INVESTMENT OPPORTUNITY ETV & MAA TV 1.

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Presentation transcript:

Interim Status Update [May 2, 2011] INDIA REGIONAL CHANNELS INVESTMENT OPPORTUNITY ETV & MAA TV 1

Expanding our footrpint into regional language channels taps into a growing local advertising market Strategic Rational / Importance High growth market: currently underserved and have a combined viewership greater than the Hindi market Diversification: new source of revenue that reduces over-reliance on Hindi GEC & offers a more stable revenue stream of ad revenue Distribution: Strengthens the distribution bouquet by making it a “must carry” in all parts of the country Leverage: distribution and ad sales infrastructure The Rationale for Indian Regional Language Channels Competition Our largest competitors have seen benefits from a broad portfolio of both regional and national channels Star: 24 total channels; 10 national; 12 regional channels Zee: 32 total channels; 13 national, 6 regional channels 2

 2 nd largest TV network in Southern India and in the top five most viewed networks in the country  ETV, the flagship Telugu channel has a strong position in Telugu market (2 nd largest regional market behind Tamil)  All of ETV’s regional general entertainment channels rank among top 3 in the respective markets that they operate  The flagship channel is ~15 years old; Other channels are operating roughly 7-10 years  Has successfully converted all its channels to subscription channels  Movie library of approximately 3,500 movies in 9 regional languages ETV: Bouquet of Six Regional Channels Across Multiple Languages 3

ETV: Company Structure Current Group Structure Telegu / Non Telegu News Non-Telegu General Entertainment Channels Telegu General Entertainment Channels UEPL Broadcasting Business 1 23 Ownership Structure: ►Reliance Industries Limited 49% ►Ramoji Rao family: 51% Ownership Structure: ►Reliance Industries Limited : 100% FYE March 2011 EBITDA ►Not applicable; SPE is not considering acquiring FYE March 2011 EBITDA ►$22.9MM FYE March 2011 EBITDA ►$14MM 4

 Reliance is actively soliciting indications of interest in ETV – We believe Star, a key competitor, is interested and has submitted an indication of interest – Parties have received historical financials but will not be allowed to review forecasts or conduct diligence until ETV’s owners further vet indications of interest and structure  SPE has indicated interest in the Telugu and Non-Telugu general entertainment channels assets; News assets are not currently under considerations – All indications of interest by SPE have been on a non-binding basis with significant outs, including outs for diligence  The parties are now discussing SPE acquiring controlling interests (51%) in both the Telugu and Non-Telugu Channels for approximately $400M – Acquire 51% of the Non-Telugu Channels from Reliance and acquire 51% of the Telugu Channels from the Ramoji Rao family – Implied enterprise valuation of approximately $780M  Reliance is requiring a firm exit mechanism at the end of 5 years including an opportunity for an IPO or drag along sale right  Next steps: In person meeting 1 st week of May to discuss exit mechanism with a goal of agreeing to a non-binding LOI; then enter into formal due diligence ETV: Negotiating Status 5 Fx rate: Rs. 45 : US$1

 Strong presence in Telugu market operating 3 channels: Maa TV, Maa Junior, and Maa Movies  Flagship channel, Maa Tv is #2/3 ranked channel in the Andhra Pradesh region (#1 is Gemini TV) – Maa TV showcases Telugu films, serials, comedy and reality programming – Maa Junior - youth channel launched in May 2008 – Maa Movies – movie channel launched in February 2011  Strong ratings, good distribution, strong ad sales and access to over 600+ Telugu film library  Based in Hyderabad, Maa Tv is an unlisted Indian company. Board includes some influential film celebrities and executives Maa TV: Bouquet of Three Regional Channels Focused on a Single Language (Telugu) 6 Fx rate: Rs. 45 : US$1

 SPE’s initial investment would be for 15% equity stake (with a path to control) for $12.7M in FYE12, with earnouts – Earnout on initial 15% is based on achievement of actual incremental year-over-year EBITDA over the next two years – Assuming MaaTv’s current estimates, the total price for 15% stake is $33M (payment would be made: FYE12: $12.7M; FYE13: $7.4M; FYE14: $12.7M) – Implied enterprise valuation of $219M  In FYE13, SPE would have an Option to buy up an additional 36% allowing SPE to increase its equity stake to a 51% controlling interest –Option price (based upon FYE13 performance) is currently estimated to be $79M  SPE’s total anticipated cash outlay over 3 years: $111.7M  Next steps: SPE will send Maa Tv proposal to Mr. Prasad Maa Tv: SPE’s Proposed Deal Structure 7 Fx rate: Rs. 45 : US$1