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INVESTMENT IN LEFT BANK PICTURES Presentation to the Investment Committee July 12, 2012 DRAFT – June 21, 2012.

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Presentation on theme: "INVESTMENT IN LEFT BANK PICTURES Presentation to the Investment Committee July 12, 2012 DRAFT – June 21, 2012."— Presentation transcript:

1 INVESTMENT IN LEFT BANK PICTURES Presentation to the Investment Committee July 12, 2012 DRAFT – June 21, 2012

2 Executive Summary SPT has an opportunity to acquire a controlling stake in Left Bank Pictures, a leading television and film production company specializing in drama based in the UK Left Bank’s productions have been internationally acclaimed, commissioned by key UK, US and European broadcasters and have received many awards including BAFTA, RTS and BPG Television and Radio Award Acquisition of Left Bank will provide SPT a strong presence and credibility in the UK scripted market, a platform to further exploit SPT’s scripted catalogue, as well as an opportunity to drive growth for Left Bank in the US and globally through SPT’s network of production companies SPE seeks to acquire 51% of Left Bank for $23.5M in FYE13 plus an earn-out of $2.7M–$8.2M in FYE15; the remaining 49% is subject to a put/call with a floor/cap of $18.5M–$46.1M in FYE 18. Total purchase price of $44.7M–$77.9M if put/call fully exercised – The put/call will be at fair market value to be determined by independent valuation, with floor/cap of 7x and 10x multiple of EBITDA, respectively Under SPT’s Base Case projections for Left Bank, SPT expects to pay $29.0M for 51% ($23.5M in FYE13 plus an earn-out of $5.5M in FYE15). Expected put/call payment for the remaining 49% of $19.4M– $24.9M in FYE18 for a total expected 100% purchase price of $48.4M–$54.0M FYE13 payment of $23.5M is included in FYE13 International Production budget 2

3 SPT International Production Growth Strategy SPT has grown its international production operations through acquisitions and start-ups and is now a leading television producer and only US studio with significant global footprint – 20 production operations in 14 countries, with programming produced in 88 countries and 73 languages – Acquisitions included leading local language production companies in the UK, France, Russia, Netherlands and Colombia, while start-ups with local creative talent were also launched in the UK, Italy, Belgium, UAE, Lebanon, Egypt, Brazil and China SPT International Production has established a solid platform in non-scripted and scripted businesses worldwide – SPT’s non-scripted expertise spans across all key genres with over 200 formats in its catalogue – including top franchise Who Wants to be a Millionaire aired in over 100 countries – SPT has produced over 10,000 episodes of original scripted programming in all key genres across 30 countries in over 13 languages; has also adapted to date 18 US series across 25 countries in local languages, including The Nanny, Married with Children and Everybody Loves Raymond SPT expects to drive strong growth through significant content creation as well as continued footprint expansion – Fuel content generation through organic development, acquisitions, strategic partnerships and synergies with Sony owned content to create global hit formats that are exportable around the world – Build a significant presence in all strategically important content creation territories and ensure strength in all genres in each territory – UK is the most critically important content creation market – Continue to fortify global footprint through expansion into new high potential and highly strategic territories Investment in Left Bank would be consistent with SPT’s growth strategy and would be highly strategic to future expansion and profitability – Aligns with SPT’s current strategic approach of rapidly building scale in the UK through aggregating quality independent producers and creative talent 3

4 Overview of Left Bank Pictures Left Bank is a leading UK scripted series and feature film producer with four dramas currently on air and a growing comedy slate Left Bank has grown significantly over the past five years and has built up a valuable IP library driven by shows with multiple season orders, genre versatility and international format sales – Left Bank has third season commissions for its most significant shows Strike Back, Wallander and Mad Dogs – Produces a wide range of drama and comedy productions for UK, US and European broadcasters including BBC, ITV 1, Channel 4, Sky 1 HD, HBO Cinemax, Degeto Film Gmbh and RTE and three feature films – Proven co-production success, a growing area for SPT – Seasoned development of original fiction as well as adaptations Left Bank is led by CEO Andy Harries and Managing Director Marigo Kehoe who have been working together successfully for 11 years – Andy and Marigo started Left Bank in 2007 with a minority investment from BBC Worldwide – Andy was formerly an executive at ITV for 15 years overseeing a successful slate of films, drama, comedies and entertainment programs; Marigo was formerly Head of Production for Granada and for Tiger Aspect Future growth will be driven by a strong new development slate, expansion in comedy, increase in US productions/co-productions, synergies with SPT production/distribution network and SPE catalogue exploitation Pre-transaction key shareholders are: Andy Harries (51.1%), Marigo Kehoe (15.0%), BBC Worldwide (24.9%) and Left Bank Employees (9.0%) – SPT to purchase 51% from existing shareholders on a pro rata basis 4

5 ShowBroadcasterDetails Drama Strike Back (55% of FY12 Revenue) Sky1 (UK ) HBO Cinemax (US) RTS Award-winning drama used to successfully re-launch HBO’s Cinemax channel in the US Season 3 commissioned and in production, seasons 4 and 5 in discussions with season 4 in paid development 10x60’ episodes/minutes FYE12 revenue: $27.5M Mad Dogs (13% of FY12 Revenue) SKY1 HD (UK)Most successful UK drama in 2011 for non-terrestrial channels Season 3 commissioned and in production US adaptation in development 4x60’ episodes/minutes FYE12 revenue: $6.6M DCI Banks (14% of FY12 Revenue) ITV 1 (UK)DCI Banks: Aftermath achieved an average 6.9M viewers (25% share), reinvigorating Friday night drama on ITV1 Season 2 commissioned and in production 6x60’ episodes/minutes FYE12 revenue: $7.1M Wallander (14% of FY12 Revenue) BBC One (UK)Seven times BAFTA Award-winning drama Season 3 commissioned and in production 3x90’ episodes/minutes FYE12 revenue: $7.1M Comedy Cardinal Burns (4% of FY12 Revenue) e4 (UK)Season 1 6x30’ episodes/minutes FYE12 revenue: $1.7M Naked House Airing in FY13 (5% of FY13F revenue) ITV (UK)Second comedy series commission expands Left Bank’s comedy slate 6x30’ episodes/minutes Key Left Bank Shows 5 In addition to its key drama and comedy series with multiple season commissions, Left Bank also produces documentaries, miniseries and feature films which strengthen its brand as a premier producer

6 Left Bank has grown significantly since it was founded in 2007 KEY LEFT BANK GROWTH DRIVERS Reduction in FYE11 earnings was the result of no deliveries of Strike Back 2 and Wallander 3 in FYE11 (under UK accounting methods this Revenue and EBITDA reduction did not exist) FYE2012 growth driven by Strike Back 2 commission on HBO Cinemax in the US, returning shows such as Wallander, DCI Banks and Mad Dogs and new comedy Cardinal Burns 69% of FYE13 revenue in development or re-commission discussions; 5% of FYE13 commissioned, growth driven by re-commissions of all key shows and new comedy Naked House $90M currently in pipeline consisting of re-commissions of returning series (Strike Back, DCI Banks, Wallander, Mad Dogs) and new series in development Left Bank Financial History and Forecast 6 FINAL DRAFT BUSINESS PLAN FY10-FY18F CAGR: 12%

7 Strategic Benefit to SPE Acquisition of Left Bank will provide SPT with strong presence and credibility in the UK scripted market – UK is a strategically important market for global television production, being the largest exporter of TV formats in the world and the second largest (after the US) exporter of finished TV programming – Left Bank is a proven developer and producer of successful programs which attract top advertisers, generate strong broadcaster interest globally and provide significant international distribution value SPT will become a strong player in the two largest English language markets – With Strike Back, Left Bank is now one of the few companies that has produced scripted programming that has aired in the UK and US simultaneously – Provides SPT strong platform and opportunity to sell scripted shows produced in the UK to the US and vice versa – Opportunity to co-develop and co-produce across major markets, leveraging SPT’s strong US slate and Left Bank’s co-production experience Acquisition can generate significant strategic synergies and drive growth for both SPT and Left Bank – SPT can leverage Left Bank to drive growth of SPT scripted business worldwide in its portfolio companies, further exploit its large scripted format catalogue and increase international scripted co-productions – SPT can accelerate Left Bank’s growth through its global production network, strong US production presence and world-class distribution team Sony can generate synergies above business plan returns from distributing all future shows and formats from Left Bank which will not fall within BBCW’s existing distribution contract —Left Bank’s shows have strong international appeal and over 20 programs have been sold to 45 different countries —SPT’s strong global distribution team and strong US presence will further drive Left Bank’s potential IP value 7

8 Summary of Deal Structure and Material Terms Acquire 100% of Left Bank Pictures for a total purchase price of $44.7M–$77.9M (£28.5M–£49.7M) with 51% to be acquired at close and the remaining 49% to be acquired in 5 years via sellers’ capped put/SPT’s capped call – SPT Base Case purchase price for 100% of $48.4M–$54.0M (£30.9M–£34.4M) SPT to purchase 51% of the fully-diluted shares of Left Bank from existing shareholders on a pro rata basis – Initial consideration of $23.5M (£15.0M) to be paid in FYE2013 – Earn-out of $2.7M–$8.2M (£1.75M–£5.25M) to be paid in FYE15 based on average EBITDA for August–March 2013 and FYE14; SPT Base Case earn-out of $5.5M (£3.5M) – SPT Base Case purchase price for 51% of $29.0M (£18.5M) Remaining 49% of Left Bank to be acquired five years after close via sellers’ capped put/SPT’s capped call – SPT has a call, and sellers have a corresponding put, for all or a portion of the remaining 49% equity in FYE18 at a floor/cap of $18.5M–$46.1M (£11.8M–£29.4M) – The put/call will be at fair market value to be determined by independent valuation, with floor/cap of 7x and 10x multiple of EBITDA, respectively – Assumed SPT Base Case exercise price of $19.4M–$24.9M (£12.4M–£15.9M) in FYE18 SPT to have worldwide distribution rights for all new formats and programs controlled by Left Bank and other rights upon reversion currently held by BBC worldwide Principals Andy Harries and Marigo Kehoe and other key employees to commit to 5 year employment terms – Five year restriction for all shareholders on share transfers Deal will be structured in British Sterling and converted to USD (assumed fx of 1.57 GBP:USD) 8

9 Deal Payment Structure 9 Deal will be structured in British Sterling and converted to USD (assumed fx of 1.57 GBP:USD) FINAL DRAFT BUSINESS PLAN

10 Left Bank Valuation Summary SPT purchase price range compares favorably to market valuations Independent Fair Market Value Range – 100% Enterprise Value 10 $45 At SPT’s Base Case Purchase Price ($54M), After-Tax NPV to SPE of $5.2M (at 9.5x terminal value, 1.5% implied perpetuity growth rate and 9.5% discount rate). After-Tax IRR to SPE of 14% SPT Base Case Purchase Price for 100% ($54M) 14.8x 8.5x 10.3x 9.2x 11.3x 17.9x 11.3x 16.4x $59 $92 $78 $48–$54 FINAL DRAFT BUSINESS PLAN $85 $MM; converted from GBP at 1.57 GBP:USD

11 EBIT Impact (Excluding Terminal Value) Acquiring a controlling interest will allow SPE to consolidate Left Bank Pictures and is expected to increase SPE’s EBIT by $3M–$4M per year under SPT’s Base Case once initial purchase price amortization levels taper off in FYE16 Estimated FYE13 EBIT increase to SPE of $0.5M Cash Impact (Excluding Terminal Value) Financial Impact to SPE 11 FINAL DRAFT BUSINESS PLAN

12 SPT Base Case P&L 12 FINAL DRAFT BUSINESS PLAN

13 Left Bank Cash Flow Detail 13 FINAL DRAFT BUSINESS PLAN

14 Risks and Mitigations 14 RiskMitigation Significant revenue and gross profit come from a single show, Strike Back Left Bank has received a strong indication from Sky that it plans to air Strike Back for the long term There are several long running shows in the UK comparable to Strike Back, such Spooks and Dream Team which ran for 10 seasons SPT has conservatively projected that Strike Back continues through FYE16 (season 6) Left Bank will no longer qualify as an independent producer in the UK post- acquisition DCI Banks is the only Left Bank show currently on-air that qualifies for independent status. Sony and Left Bank are working with the commissioning broadcaster to ensure that there is no impact on this show post-close Left Bank is a very established producer in the market and Sony and Left Bank do not believe that the loss of its independent status will affect future show commissions Several key personnel are critical to the ongoing success of Left Bank Key personnel will sign employment agreements and will be subject to non-competes after their employment ends. They will also remain shareholders post-close and be incentivized via earn-out and put/call monetization

15 Timing and Next Steps Sony Deliberations – July 12, 2012: Investment Committee – July 18, 2012: Group Executive Committee Targeted Date July 20, 2102: Sign Definitive Agreements and Close – Shareholders Agreement – Share Purchase Agreement – Articles of Association – Distribution Agreement with SPT – Employee Service Agreements 15


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