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Embassy Row Acquisition Overview

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1 Embassy Row Acquisition Overview
November 2007 Confidential Draft

2 Executive Summary Michael Davies will be the cornerstone of our game/reality format business Format business represents a critical growth area for SPE Game/reality shows lend themselves to syndication and international formatting, creating a highly profitable business As the creator of Power of 10 and numerous other shows, Davies has a proven track record of success in the industry and with SPT After evaluating alternatives for expanding our relationship with Michael Davies, we recommend an acquisition of his company, Embassy Row Provides the foundation for a global format business Builds enterprise value Better aligns Davies incentives with our own We are requesting approval to submit a non-binding LOI for the acquisition of Embassy Row for $20MM plus performance-based earn-outs of up to $14.5M Earn-outs tied to EBITDA hurdles in years 2, 3, 4, and 5, tying Davies incentives to profitability Deal would include a 5 year exclusive employment contract with Davies Once acquired, Embassy Row (inclusive of current shows such as Power of 10) is estimated to be break-even in the first year and be EBIT additive thereafter

3 Comparable M&A Multiples Support Proposed Valuation
Date Target Acquiror Transaction Value (m) (100%) Transaction Value / Last FY Sales Last FY EBITDA Last FY EBIT Sep-07 Metronome Film & Television Schibsted ASA £31.4 0.4x na 18.8x Twenty Twenty Productions Shed Media £18.0 1.9x 8.6x Aug-07 Sparrowhawk Media NBC Universal £175.0 1.8x Objective Productions All3Media £50.01 2.2x Jul-07 Marathon Group De Agostini €250.0 3.6x Prospect Pictures DCD Media £7.1 0.9x 3.9x September Holdings £9.1 1.2x 12.9x West Park Pictures £3.0 2.7x nm May-07 Endemol Investor group incl. John de Mol €3,396.8 3.0x 19.2x 21.2x Jan-07 Princess Productions Shine £20.0 8.5x Endemol France Endemol NV €450.0 2.6x Dec-06 WWTBAM & Cellador 2waytraffic £111.52 3.8x 7.3x Kudos £35.0 11.0x 11.3x Aug-06 Secondary buy-out (Permira) £320.0 1.4x 11.5x 12.3x May-06 Tiger Aspect Holdings IMG Media £27.02 12.1x 15.1x Apr-06 Darlow Smithson Productions £20.02 1.0x Odeon Film GFP Vermögensverwaltungs £15.63 4.3x 4.5x Mar-06 Hurricane Spütz Dec-05 IWC RDF £14.02 0.8x 17.5x 19.5x Nov-05 Ricochet Shed £30.02 2.0x 14.1x Oct-05 TV Corp Tinopolis £27.7 0.6x Aug-05 Touchpaper Television £4.2 11.9x Median Average 1.7x Median Multiple ER Figures (MM) Implied Value (MM) Sales 1.4x $28.6 $40.0 EBITDA 11.5x $3.4 $39.1 EBIT 12.9x $43.9 Average Implied Value (MM) $41.0 PV of Proposed Deal Structure (assuming high-case payout) (MM) $25.6 Estimated consideration Median of upfront and earn-out inclusive multiple Includes maximum earn-out Source: Offer Memorandum, LTM multiples to June 2007, Forecasts from ING research, 3 August 2007

4 Overall Assumptions for Operations
Embassy Row is a viable acquisition with limited incremental investment ER programs can be syndicated and formatted around the world New formats will be based on SPE library product, new U.S.-based development, and acquired international formats 9 additional people will be hired (plus assistants) 3 to sell international formats 3 to acquire international formats for domestic development 3 to develop internally The business will be managed as an independent unit within SPT Dedicated P&L for all Embassy Row activities Acquired international production Cos. would report directly into this business unit

5 Incremental Value of Acquisition vs. Deal Extension
Deal Structure PV of cash flows (including earn-out and terminal value) less purchase price Inclusive of recoupment of EP fees for 2008 Includes additional overhead costs, G&A and dev. budget Includes two acquired product per year Formats sold in 17 territories $20.0MM up-front payment Up to $14.5MM in earn-outs tied to EBITDA on ER shows (Power of 10 and new shows) 100% of earn-out paid if EBITDA target is met 0% of earn-out paid if EBITDA is below a floor Pro-rated if EBITDA is between floor and target 5 year contract and an additional 2 year non- compete ($ in MM) UPDATE (values will based on 5 fiscal years, Use OLD Davies participation calc) Initial consideration largely attributed to buy-out of Power of 10 Participation, future shows, and contract/non-compete; amortized over 5 years Earn-outs expensed

6 Detailed Assumptions Low Case Mid Case High Case
Model Assumptions Model Assumptions Model Assumptions EP Fee: 10% Overhead Reimbursement: 0% EP Fee: 10% Overhead Reimbursement: 0% EP Fee: 10% Overhead Reimbursement: 10% Deal Assumptions Deal Assumptions Deal Assumptions $20MM cash at close Earn-outs not achieved $3.5MM of amort for 5 years $20MM cash at close $2.7MM of earn-outs achieved $3.5MM of amort for 5 years $20MM cash at close $10.6MM of earn-outs achieved $3.5MM of amort for 5 years Profit from Format Business (includes current shows / P10) Profit from Format Business (includes current shows / P10) Profit from Format Business (includes current shows / P10) Incremental Value Incremental Value Incremental Value Value of Cash Flows (1): $X Value of Exit (2): $X PV of Consideration: ($20.0) Incremental value: $X Value of Cash Flows (1): $X Value of Exit (2): $X PV of Consideration: ($21.3) Incremental value: $X Value of Cash Flows (1): $X Value of Exit (2): $X PV of Consideration: ($25.6) Incremental value: $X UPDATE (values will based on 5 fiscal years, Use OLD Davies participation calc) Notes: Assumes a 16.5% discount rate (1) Includes value of new shows and excludes value of shows created under current contract (i.e., excludes P10 from incremental value calculation) (2) Includes exit at 7x multiple in 2013 based on shows created in 2009 or late


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