1. Investment in Maa TV
Deal Update
November 13, 2013

2. 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 5th anniversary of closing
Previous purchase price represented an enterprise value of INR 11.3 BN ($205MM)1 with an implied TTM2 (FY12E) adjusted EBITDA multiple of 21.8x and NFY3 (FY13E) 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, was unable to receive a 281 tax clearance certificate because he was charged and convicted 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 to 61.4
Maa TV outperformed its projections due to increased sub fees as a result of partial digitization in FY13E and FY14E EBITDA is expected to be between INR 800 – 900MM
The seller has requested a purchase price of INR 17.6BN ($287MM)4
Assumes FX rate of 55 INR to USD at the time of the last offer.
TTM stands for trailing twelve months.
NFY stands for next fiscal year.
Assumes current FX rate of 61.4 INR to USD.

3. Valuation and Returns Considerations
SPT to evaluate purchasing (i) 53% of the Company under the same terms as the prior process or (ii) purchase 100%
Our internal analysis shows an increase in current valuation of Maa TV (in INR) due to an increase in industry multiples and higher profitability
SPT view recommends a valuation of INR 15.8BN ($257MM), which is in line with previously agreed upon multiples
Based on the seller’s view of a FY14E EBITDA multiple of 22x on a range of INR 800 – 900MM, the valuation range is INR 17.6BN ($287MM) – INR 20.0BN ($326MM)
The table below summarizes the returns under the current valuation ranges and a 53% equity purchase. The returns are based on preliminary information and include a number of assumptions4,5
Preliminary valuation based on projection estimates. The valuation may change after we receive updated projections and detailed current financials.
TTM stands for trailing twelve months.
NFY stands for next fiscal year.
As updated projections beyond FY14 were unavailable, we have assumed the same projections as the GEC forecast under the INR 17.6BN valuation.
As updated projections beyond FY14 were unavailable, we have assumed that the projections will increase by 10% as compared to the GEC forecast under the INR 20.0BN valuation, which is in line with the over-performance of EBITDA in FY14. This analysis is preliminary and subject to change based on receiving an updated forecast.

4. SPT Preliminary Valuation
Our preliminary valuation ranges from approximately $252MM1 to $300MM1 (INR 15.5BN to 18.4BN) based on a weighted average of all approaches
However, similarly to the GEC purchase price in comparison to the Deloitte valuation, our recommended offer of INR 15.8BN ($257MM)1 is on the low end of 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.

5. Purchase Price Analysis
The increase in the potential current purchase price is in line with the increase in EBITDA for the corresponding periods
The EBITDA multiples in the current update are also 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 FY12. TTM as of the current update estimated as the avg. of FY13 and FY14 , and will be updated when we receive monthly financials from the company.
Next Fiscal Year (NFY) was FY13 in the GEC update and FY14 in the current update. NFY+1 was FY14 in the GEC update and FY15 in the current update.

6. Financial Impact to SPT – Seller’s View ($ in MM)
Preliminary estimate.
As updated projections beyond FY14 were unavailable, we have assumed the same projections as the GEC forecast under the INR 17.6BN valuation.
As updated projections beyond FY14 were unavailable, we have assumed that the projections will increase by 10% as compared to the GEC forecast under the INR 20.0BN valuation, which is in line with the over-performance of EBITDA in FY14. This analysis is preliminary and subject to change based on receiving an updated forecast.

7. Financial Impact to SPT - Acquire 53% at INR 15
Financial Impact to SPT - Acquire 53% at INR 15.8BN Valuation ($ in MM)
Preliminary estimate.

8. Appendix

9. Discounted Cash Flow Analysis (INR in MM)
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: 6.5% - 7.5%

10. Comparable Company Analysis (INR in MM)
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: 11.0x – 13.0x plus a 30% control premium
The market multiples have increased since SPT presented previously to the GEC:

11. Comparable Transaction Analysis (INR in MM)
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