GSN-FUN Deal Overview January 2009. 1 Executive Summary SPE and Liberty have reached a high-level agreement for a merger of GSN (owned 50/50 by SPE and.

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Presentation transcript:

GSN-FUN Deal Overview January 2009

1 Executive Summary SPE and Liberty have reached a high-level agreement for a merger of GSN (owned 50/50 by SPE and Liberty) and FUN Technologies (wholly owned by Liberty) Merging FUN Technologies into GSN will bolster the channel’s multiplatform growth strategy – FUN’s game development expertise will enable GSN to quickly roll-out interactive versions of GSN’s game show properties – Worldwinner’s hosting capabilities will continue to improve GSN.com cost efficiency – Worldwinner’s large community of registered users are a similar demographic to GSN viewers and will enable cross-promotion of GSN/FUN properties By reducing our stake in the combined entity to 35% (compared to 50% in GSN), SPE can extract cash and recognize a gain this fiscal year without losing governance rights – SPE will swap 15% of GSN ($90MM) for a 35% interest in FUN ($63MM) and $27MM in cash – SPE will recognize a gain on GSN of approximately $73MM - $83MM based on a $600MM valuation – The transaction will include a put / call provision starting 3 years from close The transaction is expected to close in March Our next steps are to: 1) Negotiate long-form agreement with Liberty 2) Complete legal, financial, and technical due diligence

2 GSN Overview Business Overview Cable network with a primary programming focus on game show content Currently a 50/50 JV between SPE and Liberty Media Corp Recent Developments/Areas of Growth SPT and Liberty jointly selected a new management team in August of 2007 to drive further growth in the business New strategy is providing programming and attracting advertisers that are targeted at GSN’s core demographic Investments in original and multiplatform programming have led to successful new shows including GSN Live Increased focus on online casual games has made GSN.com a growing and profitable digital asset Distributed to 66 million homes Revenues driven by a mix of affiliate fees and television/online advertising Demographics: 66% Female, core audience aged Consistent growth in profitability in recent years with net income reaching $31MM in SPE fiscal year 2008 Programming strategy includes licensed SPT library product and new shows developed based on classic SPT game show formats

3 Merging FUN Technologies into GSN Will Bolster the Channel’s Multi-Platform Growth Strategy FUN Technologies Assets to be Contributed World’s largest skill games network with more than 30 million registered players Hosts online cash competitions in popular casual games Provides co-branded game portals and services to large games and lifestyle Web sites, including AOL Games, EA.com/Pogo and Games.com, and GSN Specializes in developing and licensing Flash-based casual games Attracts approximately 4.6 million unique visitors per month from 19 countries worldwide FUN’s game development expertise will enable GSN to quickly roll-out interactive versions of GSN properties Worldwinner’s hosting capabilities will continue to improve GSN.com cost efficiency Large network of Worldwinner registered users are a similar demographic to GSN viewers enabling cross-promotion of GSN/FUN properties Value to GSN

4 SPE will swap 15% of GSN ($90MM) for a 35% interest in FUN ($63MM) and $27MM in cash SPE will recognize a $73.4MM gain on GSN based on a $600MM valuation - Based on GSN’s estimated dividend range for the period ending 3/31/2009, the gain could reach est. $83MM The transaction will include a put / call provision starting 3 years from close At 35% ownership of GSN, SPE will retain all governance rights permitted prior to the swap SPE Can Extract Cash and Recognize a Gain Without Losing Governance Rights Through a GSN / FUN Swap GSNFUN $600MM$180MMValuation 1 Cash to SPE$27MM SPE % Swapped 2 15%35% Value of Swap$90MM$63MM GSN $90.0MM Value of Swap (A) SPE % Swapped SPE’s Net Book Value 11/30/08 $49.5MM SPE’s Est. Net Book Value 3/31/09 $55.3MM 15% $73.4MMGain to SPE (A – B) 1 1) GSN / FUN valuations and gain calculation pending PWC review 2) Prior to the transaction, SPE maintains a 50% stake in GSN and has no ownership in FUN 3) Calculated as NBV 3/31/2009 of $55.3MM x 30%  (15% SPE % swapped / 50% ownership) Est. Equity Earnings 12/08 – 3/09 $5.8MM SPE’s Est. Net Book Value Sold (B) 3 $16.6MM TRANSACTION ECONOMICSGAIN CALCULATION (50% Ownership)

5 DATE MAJOR MILESTONES 1/16 Liberty to provide draft of long-form 1/30 Valuation analysis completed by EY, preliminary review by PWC 1/30 Technical diligence complete 2/13 Legal diligence complete 2/20 Long-form substantially finalized 2/27 SCA reviews approval 2/27 Preliminary systems changes implemented 3/14 Deal closed Targeted Deal Timing