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CONFIDENTIAL DRAFT Investment in Maa TV Deal Update November 14, 2013.

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Presentation on theme: "CONFIDENTIAL DRAFT Investment in Maa TV Deal Update November 14, 2013."— Presentation transcript:

1 CONFIDENTIAL DRAFT Investment in Maa TV Deal Update November 14, 2013

2 CONFIDENTIAL DRAFT Situation Overview BACKGROUND SPE 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 — SPE also had a call option on the 47% minority position beginning on the 5 th anniversary of closing Previous purchase price represented an enterprise value of INR 11.3 BN ($205MM) 1 with an implied TTM 2 (FY12E) adjusted EBITDA multiple of 21.8x and NFY 3 (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 SPE 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 1 (1)Assumes FX rate of 55 INR to USD at the time of the last offer. (2)TTM stands for trailing twelve months. (3)NFY stands for next fiscal year. (4)Assumes current FX rate of 61.4 INR to USD.

3 CONFIDENTIAL DRAFT Valuation and Returns Considerations SPE 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 Based on a FY14E EBITDA range of INR 800 – 900MM and a multiple of 22x, the valuation range is INR 17.6BN ($287MM) – INR 20.0BN ($326MM) The table below summarizes the returns under the current valuation range as well as 53% vs. 100% equity purchase. The returns are based on preliminary information and include a number of assumptions 4,5 2 (1)Preliminary valuation based on projection estimates. The valuation may change after we receive updated projections and detailed current financials. (2)TTM stands for trailing twelve months. 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. (3)NFY stands for 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. (4)As updated projections beyond FY14 were unavailable, we have assumed the same projections as the GEC forecast under the INR 17.6BN valuation. (5)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 CONFIDENTIAL DRAFT Financial Impact to SPE ($ in MM) 3 (1)Preliminary estimate. (2)As updated projections beyond FY14 were unavailable, we have assumed the same projections as the GEC forecast under the INR 17.6BN valuation. (3)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.


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