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GSN-FUN Deal Overview March, 2009 Various Slides Used internally Within Sony for Review of April 2009 Transaction.

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Presentation on theme: "GSN-FUN Deal Overview March, 2009 Various Slides Used internally Within Sony for Review of April 2009 Transaction."— Presentation transcript:

1 GSN-FUN Deal Overview March, 2009 Various Slides Used internally Within Sony for Review of April 2009 Transaction

2 Deal Overview Slides page 1

3 page 2 Overview of GSN and FUN Cable network with a primary programming focus on game show content Currently a 50/50 JV between SPE and Liberty Media Corp Distributed to 66 million homes Revenues driven by a mix of affiliate fees and television/online advertising Demographics: 66% Female, core audience aged 25- 54 Consistent growth in profitability in recent years with operating income reaching $42.3MM in CY 2008 (CY 2009 estimated at $36.6MM) Programming strategy includes licensed SPT library product and new shows developed based on classic SPT game show formats Enables 30 million registered users to compete in cash competitions of popular skill games online Provides co-branded game portals and services to large games and lifestyle Web sites, including AOL Games, EA.com/Pogo, Games.com, and GSN Specializes in developing and licensing advertiser- supported casual games Attracts approximately 4.6 million unique visitors/month Potential Merger Benefits Cross-promotion of GSN/FUN properties Worldwinner’s hosting capabilities will continue to improve GSN.com cost efficiency FUN’s game development expertise will enable GSN to quickly roll-out interactive versions of GSN properties FUN TechnologiesGSN When SPE invests in FUN Technologies, it will include the FUN Games business, primarily consisting of WorldWinner and Teagames (described below) Currently, FUN Technologies also operates FUN Sports, a provider of sports information online The FUN Sports business will be left with Liberty and will not be part of FUN Technologies when SPE invests WorldWinner Teagames

4 page 3 Liberty’s 65% stake in GSN/FUN (along with its interests in DirecTV, Liberty Sports Holdings, and PicksPal) will be transferred to Liberty Entertainment Inc. (LEI) –Starz Entertainment and Wildblue will not be included in the spin-off LEI will be owned by the public stockholders who previously owned the Liberty Entertainment tracking stock Liberty Media Anticipates Including Their GSN/FUN Stake in a Planned Spin-Off Targeted For May 2009 Liberty’s 65% stake in the combined GSN/FUN entity will remain in the Liberty Entertainment tracking stock along with the other Liberty Entertainment assets At Close of the Transactions (Prior to Spin-off) Liberty Media Corporation is comprised of three tracking stocks: Liberty Entertainment, Liberty Interactive, and Liberty Capital The Liberty Entertainment tracking stock includes Liberty’s interest in GSN (50%), FUN (100%), and Liberty’s interest in several other businesses: –DirecTV (54%), Liberty Sports Holdings (100%), Starz Entertainment (100%), Wildblue Communications (37%), and PicksPal (73%) Today After Spin-Off (target of May 2009) Liberty expects that conversion of the current tracking stock to a defined public entity will improve the stock's valuation and position it for a subsequent merger with DirecTV or another party

5 page 4 The Sale of 15% of GSN will Allow SPE to Generate Additional Returns on our Investment

6 page 5 Transaction Summary SPE will be paid $90MM for 15% of GSN and will pay $63MM for 35% of FUN, with a positive net cash impact of $27MM SPE and Liberty will contribute their interests in FUN to GSN, leaving SPE 35% of the combined entity SPE will recognize a gain of approximately $75MM -Final gain calculation will be based on accounting valuations, which are currently being completed and may be below $600MM and $180MM for GSN and FUN, respectively Pre-close dividend was $85MM ($42.5MM to SPE) As part of the transaction, the parties will agree to bear responsibility under the current 50/50 ownership ratio for any potential pre-close MFN liabilities, which could equal up to $20-$25MM ($10-$12.5MM for SPE) At 35% ownership of the combined entity, SPE will retain the same governance rights as held at current 50% ownership level $600MM$180MMAssumed Transaction Price % Sold / Bought15%35% Cash to (from) SPE$90MM($63MM) $27MMNet Cash to SPE Interim SPE Stake35% SPE Stake in GSN/FUN35% GSNFUN Determination of Net Cash to SPE and Resulting Ownership

7 page 6 Put/Call and Buy/Sell Mechanisms At close, a put/call mechanism will be in place –During the trigger window, SPE will have the right to put its remaining 35% stake of GSN to Liberty and Liberty will have the right to call SPE’s remaining 35% stake of GSN Either party may exercise the put/call during a trigger window Trigger window is December 1-15 of each year, commencing in 2011 –Purchase price is based on an independent appraisal of fair market value –The put/call is guaranteed by a Liberty entity that owns 54% of DirecTV In the event Liberty Entertainment is spun-off from Liberty Media and GSN enters into a new carriage agreement with DirecTV, the put/call will be exchanged for a buy/sell –New carriage agreement must start in February 2007 and run for at least 3 years with fees of at least $0.085 per subscriber –Buy/sell would have same trigger window and fair market valuation mechanism as the put/call –Buy/sell would be guaranteed by SPE and a Liberty entity that owns 54% of DirecTV –Either party may initiate the buy/sell during the trigger window Initiating party notifies the other party Receiving party must elect (by the later of 120 days or 5 days after the purchase price is determined) to either purchase all of the initiating member’s ownership interest in GSN or sell all of the receiving party’s interest in GSN to initiating party

8 Background on Liberty page 7

9 8 Liberty Media Corporation is Comprised of 3 Tracking Stocks Liberty Capital Liberty Interactive Backcountry.com (81%) Bodybuilding.com (83%) Borba (25%) BUYSEASONS (100%) Expedia (24%) GSI Commerce (19.7%) HSN (30%) IAC / InteractiveCorp (30%) Interval Leisure Group (30%) Provide Commerce (100%) QVC (100%) Ticketmaster (30%) Tree.com (Lending Tree) (30%) Atlanta National Baseball Club (100%) Current Group (8%) Embarq Corporation (3%) Hallmark Entertainment Invest. (11%) Jingle Networks (9%) Kroenke Arena Company (6.5%) Leisure Arts (100%) LodgeNet Entertainment (9%) MacNeil / Lehrer Productions (67%) Motorola (3%) Overture Films (100%) Priceline.com (1%) Sprint Nextel Corporation (3%) Starz Media (100%) Time Warner (3%) TruePosition (100%) Viacom (1%) WFRV / WJMN Television (100%) NOTE: Percentages in parenthesis represent Liberty ownership stake; figures are approximations and when applicable, apply conversion to common stock. “LINTA”, “LINTB”“LCAPA”, “LCAPB” Liberty Entertainment DirecTV (54%) FUN Technologies (100%) GSN (50%) Liberty Sports Holdings (100%) Starz Entertainment (100%) Wildblue Communications (37%) Note: Checking if PicksPal, Inc. (73%) is already in this entity “LMDIA”, “LMDIB”

10 9 Liberty Plans to Split-Off A Subset of its Liberty Entertainment (LMDIA) Assets Into a Separately Traded Public Entity Liberty Capital Liberty Interactive Backcountry.com (81%) Bodybuilding.com (83%) Borba (25%) BUYSEASONS (100%) Expedia (24%) GSI Commerce (19.7%) HSN (30%) IAC / InteractiveCorp (30%) Interval Leisure Group (30%) Provide Commerce (100%) QVC (100%) Ticketmaster (30%) Tree.com (Lending Tree) (30%) Atlanta National Baseball Club (100%) Current Group (8%) Embarq Corporation (3%) Hallmark Entertainment Invest. (11%) Jingle Networks (9%) Kroenke Arena Company (6.5%) Leisure Arts (100%) LodgeNet Entertainment (9%) MacNeil / Lehrer Productions (67%) Motorola (3%) Overture Films (100%) Priceline.com (1%) Sprint Nextel Corporation (3%) Starz Media (100%) Time Warner (3%) TruePosition (100%) Viacom (1%) WFRV / WJMN Television (100%) “LINTA”, “LINTB”“LCAPA”, “LCAPB” Liberty Entertainment DirecTV (52%) FUN Technologies (100%) GSN (50%) Liberty Sports Holdings (100%) Starz Entertainment (100%) Wildblue Communications (37%) “LMDIA”, “LMDIB” Liberty Entertainment Inc. DirecTV (54%) FUN Technologies (100%) GSN (50%) Liberty Sports Holdings (100%) PicksPal, Inc (73%) “LEI” Liberty Media Corp Tracking Stocks New Wholly-Owned Subsidiary Assets Transferred to Liberty Entertainment Inc. (Split-off Entity) After the Split-Off: Liberty Media will continue to utilize its three tracking stocks Liberty Media will also own Liberty Entertainment, Inc. a publicly traded subsidiary

11 10 Rationale for Split-Off (Per the Proxy) Provide management of LEI with greater flexibility to make acquisitions and raise capital Enable businesses and assets to be valued by the market without the complexities of a tracking stock, thus reducing the discount at which Liberty’s stake in DirecTV currently trades Increase flexibility in structuring equity-based incentive awards

12 11 After the Split-off, a Shareholder that previously held 100 Shares of Liberty Entertainment Tracking Stock would hold 10 Shares of Liberty Ent. Tracking Stock and 90 Shares of Liberty Entertainment Inc. (LEI) Shares 100 Liberty Entertainment Starz Entertainment (100%) Wildblue Communications (37%) “LMDIA”, “LMDIB” 10 Shares Liberty Entertainment Inc. DirecTV (54%) FUN Technologies (100%) GSN (50%) Liberty Sports Holdings (100%) PicksPal, Inc (73%) “LEI” 90 Shares 0.9 of each share of LMDIA or LMDIB will be redeemed for 0.9 of a share of LEI Series A or B stock 0.1 of each share of LMDIA or LMDIB will remain outstanding as the Liberty Entertainment tracking stock This structure will enable holders of LMDIA or LMDIB stock to retain their pro-rata ownership stake in LEI

13 12 John Malone Controls Roughly 34% of Votes in Liberty Media Corp. *B shares entitle owner to 10 votes for every share owned Note: Liberty Media Proxy suggests Malone has more shares in LMDIB than total shares outstanding—the discrepancy appears immaterial John Malone Liberty Media Voting Rights by Tracking Stock* John Malone Share Ownership by Tracking stock After the Split-off, John Malone will control 34% of the votes in Liberty Entertainment Inc., which will own 54% of DirecTV

14 13 It appears Liberty is interested in having the GSN financials signed off to be utilized as part of the analysis for the split-off –The financials are currently open (i.e., with GSN’s auditor) pending resolution of the treatment of the DTV carriage fee situation GSN Issues Related to the Split-Off Operating agreement entitles SPE to a right-of-first-refusal for any change of control in the ownership of GSN—implications for SPE’s ability to block the split-off is uncertain GSN is a 5 year business asset which is highly likely required in the split-off for the transaction to be treated as tax free by the IRS. Tax free treatment is traditionally mandated in Liberty’s transactions

15 14 ISSUES TO DATE GSN’s affiliate agreement with DirecTV has been out of contract since February 2007 and is currently being renegotiated Since the expiration of the contract, DirecTV has paid a rate of $0.04 / sub as opposed to the previous rate of $0.082 The reduced rate caused GSN to take a reserve against revenue of $5.6MM for 2007 and $6.8MM for 2008 GO – FORWARD IMPACT If negotiations with DirecTV retroactively trigger the MFN provisions for Comcast and Echostar, this would cause an additional decrease to revenue of $9.6MM in 2007 and $10.1MM in 2008 Assuming the DirecTV rate triggers the MFN, GSN could lose approximately $18.1MM in 2009 (inclusive of lost DirecTV, Comcast, and Echostar revenues) (1) Any change in affiliate revenue has no associated costs and therefore is a direct EBITDA impact Potential Impact of Carriage Fee Negotiations on GSN Annual Revenue / EBITDA


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