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Embassy Row Acquisition Overview

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Presentation on theme: "Embassy Row Acquisition Overview"— Presentation transcript:

1 Embassy Row Acquisition Overview
November 29, 2007 Confidential Draft

2 Executive Summary The game / reality format business represents a critical growth area for SPE Reality shows represent nearly half of the top 20 shows The overall demand for reality formats continues to grow Game/reality shows lend themselves to additional revenues through syndication and international formatting An acquisition of Michael Davies’ company, Embassy Row (ER), would serve as the cornerstone for SPT’s game / reality format 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 An acquisition provides the foundation for growth, builds enterprise value, and better aligns Davies incentives with our own Our most recent offer for ER included up to $48MM of consideration LOI, submitted [January 29, 2008], included $20MM of initial consideration plus up to $28MM of performance-based earn-outs A final deal may require up to [$100MM] of total consideration, assuming Davies creates significant value for SPE Davies previously expressed a strong desire to receive up to [$100MM] of total considerations in scenarios where he drives significant EBITDA growth In all cases, earn-outs would be tied to growth in SPE profits and the creation of successful new formats

3 Format Development and Acquisition
Go-forward Operations Existing ER slate will be extended into syndication and formats sold abroad New formats will be based on SPE library product, new U.S.-based development, and acquired international formats Limited incremental investment will be required to expand the team, including 3 acquiring international formats, 3 developing additional show concepts in-house The business will be managed as an independent unit within SPT with a dedicated P&L ER will leverage 2waytraffic’s existing sales force to sell ER developed formats internationally ER will hire 3 additional sales people to sell ER formats worldwide Format Development and Acquisition Management and Reporting Distribution with 2waytraffic Distribution without 2waytraffic

4 2waytraffic acquisition
Embassy Row: Potential fit with 2waytraffic Distribution with a 2waytraffic acquisition Embassy Row Operations Assuming succesful 2waytraffic acquisition Embassy Row is a viable acquisition with limited incremental investment Existing ER slate will be extended into syndication and formats sold abroad New formats will be based on SPE library product, new U.S.-based development, and acquired international formats 9 additional headcount will be hired 3 people to sell formats internationally 3 people to acquire successful international formats for domestic development 3 people to develop additional show concepts in-house The business will be managed as an independent unit within SPT Dedicated P&L including all of SPT’s game/reality shows worldwide Acquired international production Cos. would report directly into this business unit

5 Average Implied Value (MM)
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 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


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