confidential draft embassy row acquisition overview november 2007

Confidential Draft

Embassy Row Acquisition Overview

November 2007

2

Executive Summary

• Michael Davies will be the cornerstone of our game/reality format business– Format business represents a critical growth area for SPE– Game/reality shows lend themselves to syndication and international formatting,

creating a highly profitable business– Davies has a proven track record of success in the industry and with SPT

• After evaluating alternatives for expanding our relationship with Michael Davies, we recommend an acquisition of his company, Embassy Row

– Evaluated an acquisition and an extension of Davies’ current overhead deal– Acquisition secures Davies for the long-term, provides the foundation for a global

format business, builds enterprise value, and re-aligns Davies incentives– An extension, while lower risk, does not build a business for the long-term

• We are requesting approval to submit a non-binding LOI for the acquisition of Embassy Row for $20MM plus performance-based earn-outs of up to $16MM

– Earn-outs structured as roughly 35% of EBIT (excluding amortization of purchase price) in years 3, 4, and 5; tying Davies’ incentives to our overall profitability

– Once acquired, Embassy Row (inclusive of Power of 10) is estimated to incur a $1MM EBIT loss in the first year and be EBIT additive thereafter

– After the acquisition we will further invest in Embassy Row to increase capabilities, acquire international formats, and sell newly developed formats abroad

3

Overall Assumptions for Operations

• Embassy Row is a viable acquisition with limited incremental investment– ER programs can be syndicated and formatted around the world– New formats will be based on SPE library product, new U.S.-based development, and

acquired international formats– 9 additional people will be hired (plus assistants)

3 to sell international formats 3 to acquire international formats for domestic development 3 to develop internally

• SPT will also seek out additional acquisition opportunities for international production companies to further grow Embassy Row

– Acquiring international production companies will address local production and development while enhancing local sales and acquisition capabilities

• The business will be managed as an independent unit within SPT– Dedicated P&L for all Embassy Row activities– Acquired international production Cos. would report directly into this business unit

4

Overall Assumptions for Analysis

• Evaluate two alternatives for SPT to expand on the Davies relationship: – Acquisition– 2 year extension (existing deal ends 1/1/09)

• Overall approach– Modeled a baseline

Embassy Row business plan – mix of network, short order cable series and cable strip series Does not include all films, TV documentaries, and internet products from Embassy Row

production slate Increased cable pilots for more conservative pilot/pick-up ratio Extend into syndication and formats sold abroad

– Create 3 scenarios from baseline (Low, Mid and High) Low Case: Exclude overhead reimbursements, eliminate all short order cable series (only in

acquisition case) and 1st run syndication of shows Mid Case: Include 1 format sold internationally in 2nd season (vs. 3 rd) and 1 show sold into

syndication in 3rd season High Case: Include 10% overhead reimbursement, another format sold internationally in 2nd

season (vs. 3rd) and 1 show sold into syndication in 2nd season (vs. 3rd)

– Excludes value of SPT’s current Davies deal

5

Acquisition

• PV of cash flows (including earn-out and terminal value) less purchase price

• Inclusive of recoupment of EP fees for 2008

• Includes additional overhead costs, G&A and dev. budget

• Includes two acquired product per year

• Formats sold in 17 territories

$6.4

$14.6

$37.5

$0

$5

$10

$15

$20

$25

$30

$35

$40

Low Case Mid Case High Case

($ in MM)

Incremental Value of Acquisition vs. Deal Extension

$0.5$3.1

$5.1

$0

$5

$10

$15

$20

$25

$30

$35

$40

Low Case Mid Case High Case

2 Year Extension

• PV of future cash flows for format and 1st run series resulting from shows created during a 2 year deal extension (75% of profits on 1st run shows and 50% on formats sold internationally)

• Includes $2.5MM per year in fee payments offset by $600K in recoupment

• Includes one acquired product per year

• Formats sold in 15 territories

($ in MM)

6

Next Steps

• Submit / negotiate LOI

• Enter exclusive diligence period

• Obtain formal approvals and close deal

• Expand Embassy Row team

• Begin screening complementary acquisition targets

7

Appendix

8

Key Assumptions

Low Case Mid Case High CaseModel Assumptions

• EP Fee: 10%• Overhead Reimbursement: 0%

Deal Assumptions

• $20MM cash at close• $9.9MM of earn-outs achieved• $3.5MM of amort for 5 years

Profit from Format Business (includes current shows / P10)

Incremental Value: Acquisition

• EP Fee: 10%• Overhead Reimbursement: 0%

Deal Assumptions


• EP Fee: 10%• Overhead Reimbursement:

10% Deal Assumptions


Model Assumptions Model Assumptions

Value of Cash Flows (1): $12.9

Value of Exit (2): $18.7

PV of Purchase Price: ($25.2)

Incremental value: $6.4

Incremental Value: Extension

Value of New Shows (3): $504K

Notes: Assumes a 16.5% discount rate (1) Includes value of new shows and excludes value of shows created under current contract (i.e., excludes P10 from incremental value calculation) (2) Includes exit at 7x multiple in 2013 based on shows created in 2009 or later (3) Includes value to Sony of shows created in 2009 and 2010



Value of New Shows (3): $3.1MM



Value of New Shows (3): $5.1MM











Calendar Year

07 08 09 10 11 12 13

EBITDA (all shows) 2.6 8.0 8.0 16.4 21.2 26.1

Amortization - (3.5) (3.5) (3.5) (3.5) (3.5) -

Earn Out Expense - - - (2.8) (5.7) (7.4) -

EBIT - (0.9) 4.5 1.7 7.2 10.3 26.1

Cash Flow (20.0) 2.6 8.0 5.2 10.7 13.8 26.1

Calendar Year

07 08 09 10 11 12 13

EBITDA (all shows) 2.6 6.6 6.3 10.2 16.1 20.6

Amortization - (3.5) (3.5) (3.5) (3.5) (3.5) -

Earn Out Expense - - - (2.2) (3.6) (5.6) -

EBIT - (0.9) 3.1 0.6 3.1 7.0 20.6

Cash Flow (20.0) 2.6 6.6 4.1 6.6 10.5 20.6

Calendar Year

07 08 09 10 11 12 13

EBITDA (all shows) 2.6 6.4 6.0 9.7 12.5 18.5

Amortization - (3.5) (3.5) (3.5) (3.5) (3.5) -

Earn Out Expense - - - (2.1) (3.4) (4.4) -

EBIT - (0.9) 2.9 0.4 2.8 4.6 18.5

Cash Flow (20.0) 2.6 6.4 3.9 6.3 8.1 18.5

9

Slate Assumptions

Pilot / Pick-up Ratio (1)

Network Pick-ups / Pilots 42%

Cable Pick-ups / Pilots 31%

Industry Unscripted Pick-ups / Pilots 35%

Series Success Rates (1)

Year 1 to 2 42%

Year 2 to 3 50%

Year 3 to 4 50%

Year 1 to 4 11%

Model

Year 1 to 2 27%

Year 2 to 3 61%

Year 3 to 4 67%

Year 1 to 4 11%

Industry

Notes: (1) Based on Mid Case scenario and represents non-strip series

10

Performance of New Slate (1)

(Starting with New Product Developed / Acquired in 2008 or Later)

Notes: (1) Based on Mid Case scenario

2008 2009 2010 2011 2012 2013

CableAcquired 0 1 0 1 0 1Acquired (On-Air) 0 0 1 0 1 0

Pilots (Produced) 2 2 3 3 3 3Pilots (On-Air/Picked-Up) 0 1 1 1 1 1

Returning from Last Year 0 0 1 2 1 1

Strip Series Pilots (Produced) 2 3 3 3 3 3Strip Series (On-Air/Picked-Up) 0 1 1 2 3 2


Total On-Air 0 1 3 3 3 2Format Sold Internationally 0 0 0 1 1 1

NetworkAcquired 1 0 1 0 1 0Acquired (On-Air) 0 1 0 1 0 1

Pilots (Produced) 2 2 2 2 2 2Pilots (On-Air/Picked-Up) 0 1 2 1 0 1


Total On-Air 0 2 2 2 1 3Format Sold Internationally 0 0 0 0 0 1Shows Syndicated 0 0 0 0 0 1

confidential draft embassy row acquisition overview november 2007

Documents