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India Investment Opportunity ETV Regional Channels July 18, 2011 Privileged Attorney-Client Communication.

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Presentation on theme: "India Investment Opportunity ETV Regional Channels July 18, 2011 Privileged Attorney-Client Communication."— Presentation transcript:

1 India Investment Opportunity ETV Regional Channels July 18, 2011 Privileged Attorney-Client Communication

2 2  TV Networks are a key contributor to SPE’s overall profitability and growth, driven in large part by the success of Indian Networks  SPE’s portfolio of Indian Networks primarily targets Hindi and English speaking audiences in Northern India  Regional language channels in Southern India are forecast to have the fastest growth in ad revenues  Expanding into regional language channels would: − Give SPE’s networks a national footprint and improve competitive positioning − Facilitate further growth in revenues − Enable the Sony brand to better connect with 40% of the Indian population  SPE has an opportunity to acquire a controlling stake in ETV, the second largest group of regional channels in Southern India Executive Summary – Deal Rationale

3 3  Reliance is willing to sell a controlling interest in ETV, at a $755MM enterprise value, which SPE believes is an acceptable maximum transaction value but is further negotiating − $755MM valuation is near the high-end of the third party valuation, including assumed synergies to be achieved post-acquisition − Assuming Reliance maintains a minority stake, they have requested an exit via an IPO or, failing that, an uncapped put to SPE − SPE will not accept a deal with an uncapped put Deal structures currently under consideration include: − Acquire 68% of ETV with Reliance retaining 32% − Acquire of 62% or 68% of ETV with a private equity firm retaining 38% or 32% − Acquire 100% of ETV with an installment payment plan that limits cash outlay in FYE12  SPE will seek the Board’s approval to acquire a stake in ETV with the following conditions: − Controlling stake of 62% or more acquired − Enterprise valuation not to exceed $755MM − Exit mechanism for minority partners does not include an uncapped put − FYE12 cash outlay for the acquisition does not exceed $515MM Executive Summary – Deal and Approval Process

4 Networks Importance to SPE Earnings and Growth Diversifies revenue and profit base with higher growth and margins than content business lines Provides steady cash flow from dual revenue streams of subscriber fees and advertising revenue Delivered 10-year CAGR of 17% for revenue and 43% for EBIT, with current EBIT margins of 21% Further exposes the Sony brand and builds long-term asset value 4 ($MMs) SPT Networks Revenue and EBIT growth 2002-2010

5 5 MSM: has two of the top five Hindi GE channels, making MSM a compelling offering for advertisers, and the two channels combined offer the same Gross Rating Points (GRPs) as the #1 channel – SET: MSM India’s flagship channel has doubled its ratings over the last 18 months; SET fluctuates between being the #3 and #4 ranked general entertainment channel – SAB: #1 channel among the tier 2 general entertainment channels (overall #5 position) and has taken over all of its competitors (Imagine TV, Star One, Sahara One) – SET MAX: Consistently ranked the #1 movie channel in India – PIX: Executing on a strategy to move from #3 to #2 by maximizing on a new output deal with SPT Distribution: Bouquet makes MSM highly desirable to cable operators MSM Financial Performance ($MM) Revenue EBIT India’s Importance to Networks Earnings and Growth

6 Growth in the Indian Market Strong economic growth –India is expected to be among the top 3 economies in the world by 2050 –As GDP grows, consumers are attaining higher levels of disposable income –India is the largest youth market in the world, comprised of approximately 340MM individuals under the age of 15 High growth potential for TV market –Media Industry grew at a 12% CAGR for the last five years –With an expected 10% revenue CAGR through 2015, Television is expected to be a primary driver of media growth –India represents the third largest television audience in the world –Today, of the 212MM households in India, 61% (130MM) are television households, leaving room for further penetration 6 Indian Media Revenues Growth of Television Households Source: PWC Report – Indian entertainment and media outlook 2010, FICCI-KPMG India Entertainment and Media Report 180 185 190 195 200 205 210 212 102 109 112 115 119 123 128 130 0 50 100 150` 200 250 20042005200620072008200920102011 Millions Households TV Households

7 7  High growth market: Highest forecast growth in ad revenues and combined viewership greater than the Hindi market  Diversification: Expanding footprint into regional language channels taps into a growing local advertising market that is different and more stable than the national market  Distribution: Strengthens MSM’s OneAlliance distribution bouquet by adding regional channels and making it a compelling offering in all parts of the country  Efficiencies: Ad sales, distribution infrastructure, and management services to be provided by MSM  Sony brand exposure: Re-branding channels with the Sony name would allow Sony to better connect with over 40% of the Indian population, many of whom are striving to own higher-end brands  Competitive positioning: SPE’s Indian Network holdings are at a competitive disadvantage without a larger portfolio of regional channels Indian Regional Language Channels Represent an Opportunity to Drive Further Growth in SPE’s Indian Networks Business

8 SPE has an opportunity to acquire a controlling stake in ETV, the second largest group of regional channels in Southern India ETV has 6 general entertainment channels which all rank in the top 3 in each of its markets, including Telugu, the second largest regional ad market All channels have successfully converted to subscription channels and generate dual revenue streams ETV Investment Opportunity MSM SPE/ETV ETV 8

9 ETV Financial Summary 9

10 Reliance Deal Structure 10 Proposed acquisition of 68% of ETV’s general entertainment channels for currently discussed price of $513MM, with Reliance retaining 32% –Based on enterprise valuation of $755MM, or implied ~21x trailing EBITDA and ~20x estimated forward EBITDA –Exit mechanism for Reliance involves an IPO o An IPO initiated by SPE after the 3 rd anniversary of closing and concluded by the 5 th anniversary of closing o Reliance has required that if an IPO does not close by end of year 5, Reliance can put its shares to SPE at the higher of fair market value on exercise and the value based on today’s enterprise valuation o Strike price is uncapped and could require potential $650MM-$700MM for Reliance’s remaining 32%, bringing SPE’s total cash outlay for ETV to ~$1.2BN o SPE will not pursue this deal unless the put can be eliminated or capped –SPE to use good faith efforts to facilitate discussions for Reliance with other Sony companies o Potential 4G partnership with Sony Electronics o Potential relationship with MSM for Reliance’s sports businesses

11 Private Equity Deal Structure 11 Proposed acquisition of 62% - 68% of ETV’s general entertainment channels for currently discussed price of $468MM - $513MM, with PE firm retaining 38% - 32% –Based on enterprise valuation of $755MM, or implied ~21x trailing EBITDA and ~20x estimated forward EBITDA –Private equity investors will be Blackstone, Providence Equity Partners, or both –In addition to ETV investment, PE partner will also replace the current MSM India minority shareholders o Grandway/Atlas currently own 32.4% of MSM India and Capital International owns 5.6% of MSM India –It is not certain if private equity investors would replace just Grandway/Atlas’s or the entire minority stake –Private equity investors would hold equal stakes in ETV and MSM India –Exit mechanism for PE partner(s) involves an IPO o An IPO of their stakes in both ETV and MSM India after the 5 th anniversary o Sony will have the option to purchase minority stake at IPO price

12 Potential Alternative ETV Deal Structures Other deal options are also being explored in order to further minimize FYE12 cash outlay or to purchase 100% of ETV –SPE buys current MSM 38% - 32% minority shareholders with an installment plan and sells to private equity firm who pays in full at close. Private equity firm also buys 38% of ETV. o This reduces SPE’s FYE12 cash outflow and improves the deal IRR –SPE buys current MSM 38% - 32% minority shareholders with an installment plan and sells to private equity firm who pays in full at close. SPE buys 100% of ETV. o This allows SPE to own all of ETV and not exceed $513MM of FYE12 cash outflow –SPE buys 100% of ETV paying current owners under an installment plan o This allows SPE to own all of ETV and not exceed $513MM of FYE12 cash outflow 12

13 Third Party Valuation 13 Deloitte Touche Tohmatsu (D&T) was engaged to value ETV MSM India will manage ETV, represent its advertising and distribution sales –This creates embedded synergies in the forecast of ETV’s financial results As a result, D&T prepared three valuations: –A fair market valuation which represents the value of ETV to a an average buyer –An investment valuation which represents the value to a strategic buyer, specifically SPE, using the market cost of debt –An investment valuation which represents the value to a strategic buyer, specifically SPE, using Sony’s cost of debt Note: Valuations Are Preliminary

14 Financial Returns 14 Note: IRR’s are Preliminary

15 Goodwill and Intangible Assets 15 Due to SPE purchasing a majority, controlling stake, ETV’s financial statements will be consolidated by SPE Goodwill and intangibles are still being assessed, and are currently estimated to be ~$700MM Intangible assets are estimated to be $280MM and will likely be 65% amortized in the first 5 years

16 Next Steps 16 Complete due diligence and fair value assessment of ETV assets and liabilities Complete partner negotiations Review with Group Executive Committee Review with Board of Directors Complete and execute long form agreements Obtain regulatory approval Close


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