SPE Monetization Opportunities April 2010 CONFIDENTIAL DRAFT Executive
SPE Monetization Opportunities April 2010 CONFIDENTIAL DRAFT Executive Summary SPE has identified several monetization opportunities (in addition to those identified by SPT) of strategic and non-strategic assets across multiple divisions Sale of SPEs interest in Spider-Man merchandising is currently being reviewed for divestiture Valuations included here are before assuming a control premium, which would require us to cede some controls back to Disney / Marvel Sale of our entire stake could yield $300 to $400MM in cash and a gain of $266 to TBD Sale of half our stake could yield $150 to $200MM in cash and a gain of $127 to TBD, but deal is less likely to be of interest to Disney/Marvel We have had in-bound interest for the purchase of Imageworks and Sony Pictures Animation, however we need to determine whether the financial benefits merit the strategic risk of selling these assets Both assets were valued in 2007; valuations need to be updated in more detail but are assumed to have declined at least as much as the overall market A sale of Imageworks could yield $51 to $66MM in cash and a gain of $46 to $66MM A sale of SPA could yield $213 to $268MM in cash and a gain of $75 to $130MM We are also revisiting monetizations of opportunities that were previously considered but faced challenges A sale of our Music Publishing business could yield in excess of $100MM in cash [valuation under review]; but has raised concerns with SPE Legal and Sony ATV in the past A Sale/Leaseback of the Sony lot faces challenges with accounting and Tokyo approvals and likely requires us to partition the lot to recognize a small gain (if any) DRAFT page 2 DRAFT Potential Valuations Opportunity Current Equity FY10 - at 100% Revenue Enterprise Value Potential Transaction Book Value EBIT Potential SPE Financial Benefit EBIT Spider-Man Merchandise NA $31 $31 $300 - $400 Imageworks Sony Pictures Animation Sale/Leaseback Music Publishing
Gaia Online 100% 100% NA 100% 1.5% $182 $212 NA $17 NA $9 ($30) NA $14 NA $51 - $66 $218 - $273 NA TBD $130 - $300 SPE full exit SPE partial exit SPE full exit SPE full exit NA SPE full exit SPE full exit NA NA $6 $138 NA TBD $2 Cash $266 - TBD $300 - TBD $127 - TBD $150 - TBD $46 to $61 $51 - $66 $75 - $130 $213 - $268 NA NA TBD TBD $0 - $2.6 $0 - $2.6 DRAFT page 3 DRAFT Spider-Man Merchandise Revenue Key Considerations Sale makes sense if valuation captures expected SPE participation and promo value not impacted Expected SPE participation has intl uplift potential from shift to Disney control and downturn risk from S-M4 delay and reboot SPE Participation in S-M Merchandise Revenue Description SPE 25% share in Spider-Man merchandise revenue SPE EBIT* FY08E FY09E FY10E
FY11P FY12P $50.4MM $50.2MM $31.2MM $30.0MM $36.8MM Sale of expected SPE participation plus SPE retail controls could capture shares of both Disney intl uplift plus premium paid for Marvel acquisition Sale of controls presents minor risk to promo value but Disney has strong incentives to maintain support Completed episodes of S-M animated series could be added to deal to close or potentially extract minor increase in valuation Valuation Basis Low case assumes future cash flows in-line with historical average, excluding Disney uplift Partial Sale Full Sale Sale Value ($ mil) $150 $175 $200 $300 $350 $400 FY GP $127 $150 TBD $266 $315 TBD Amortization Rate 15.6% 14.5% TBD 11.1% 10.0% TBD High case assumes future cash flows includes uplift from Disney Intl sales and other outlets and elimination of 3rd party agency fees DRAFT page 4 DRAFT Imageworks Imageworks
Key Considerations Imageworks is the sole, low cost supplier of FX and animation to SPA and Columbia However, the visual effects business is low margin, highly competitive, and labor intensive, and Imageworks is only breakeven on standalone basis Valuation Basis Description State-of-the-art visual effects and character animation company majority owned and operated by SPE Equity Ownership 100% SPE FY09A FY10E FY11E FY12E Revenue(100%) $137MM $182MM $155MM $155MM EBIT (100%) ($40MM) $9MM $1MM $0MM EBITDA (100%) ($26MM) $21MM $13MM $10MM SPE EBIT ($38MM) $8MM $1MM $0MM Adjusted 2007 HL valuation down in 2 ways: o Adjusted mkt multiples down 21% for S&P 500 decline since July 2007 o Adjusted 3-yr forward avg EBITDA down from $11.7 mil to $10.9 mil for slight decline in Imageworks performance since 2007 Results in ~$50-$65 mil valuation vs. ~$70$90 mil HL valuation in 2007 EBITDA (3-yr Forward Average) Multiple Enterprise Value Low
$10.9 4.7x $51 Imageworks Med $10.9 5.4x $59 High $10.9 6.1x $66 Debt Equity Value SPE % Cash to SPE 2 SPE Basis EBIT/Gain (Loss) $0.0 $51 100% $51 $6 $46 $0.0 $59 100% $59 $6 $53 $0.0 $66 100% $66 $6 $61 1 1) 3-yr forward average includes FY11, FY12 and FY13 2) Assumes SPE's basis is after deducting $1.8MM for Frameflow's 25% non-controlling interest in Imageworks India. Need to validate that Frameflow's stake would remain intact as part of the sale and not be liquidated page 5 DRAFT Sony Pictures Animation Key Considerations Sony Pictures Animation SPEs presence in critical family segment Recent success at the box office with Cloudy Description Wholly owned animation studio with synergistic ties to Imageworks and Columbia Pictures However, forecasted to be significantly unprofitable over the MRP period Equity Ownership 100% SPE Valuation Basis 2007 HL valuation estimated a range of $280 mil to $350 mil, but is clearly outdated HL projected FY10 EBITDA profit; FY10 was actually a loss FY09A
FY10E FY11E FY12E Revenue(100%) $104MM $212MM $89MM $451MM EBIT (100%) $12MM ($30MM) $7MM ($84MM) SPE EBIT $12MM ($30MM) $7MM ($84MM) Current 3-yr forward avg EBITDA is also a loss Preliminary adjustments for competing factors implies value is likely down Cloudy and Hotel T are estimated to have a 35% greater box office performance then Open Season and Surfs up S&P 500 down 22% since July 2007 Animation previously forecasted to be EBITDA positive (July 2007), while it is currently expected to be EBITDA negative 1) S&P 500 declined 22% from July 2007 to April 10, 2010 2007 HL Enterprise Value 1 Less: S&P 500 Market Decline (22%) Revised Enterprise Value Low $280 ($62) $218 SPA Med $315 ($69) $246 Debt Equity Value SPE % Cash to SPE SPE Basis EBIT/Gain (Loss) $5 $213 100% $213 $138 $75
$5 $241 100% $241 $138 $103 High $350 ($77) $273 $5 $268 100% $268 $138 $130 page 6 Sale / Lease back DRAFT Accounting and Approvals Deal Considerations If consideration received is greater than asset sold, gain is treated in following manner: Taking a partial gain would require we sell and not leaseback a large subset of the lot. Need to determine if we could/would partition the lot If we leaseback only a minor portion of the asset sold, then the gain is recorded If we leaseback more than a minor portion, but less than substantially all of the asset , then a portion of the gain is deferred and a portion is recognized immediately (based on the portion of the asset we continue to use) If we leaseback substantially all of the asset sold, 100% of the gain is deferred Transaction would require Sony Corp approval Sony policy states: Subsidiaries shall conduct the lease transaction based on appropriate business reasons. Subsidiaries are not allowed to enter into lease transactions solely for the purpose of offbalance-sheet accounting treatment and/or avoiding budgetary restrictions Likely requires Oneda to waive this policy 2001 estimate of 100% sale impact was $80 mil, uncertain what 2010 value would be given Overall increase in real estate vs. overall decrease in available credit/structured transactions page 7 DRAFT Music Publishing Music Publishing Key Considerations Previous sale process aborted due to legal and Sony/ATV inter-company transaction concerns Previous concerns could be addressed if 3rd party buys music publishing but allows SPE or Sony/ATV to manage Description Wholly owned music publishing entity with music rights to current and previous SPE television and film properties Equity Ownership
100% SPE FY07 FY08 FY09 FY10 Revenue (100%) $18MM $18MM $17MM $17MM SPE EBIT $14MM $14MM $14MM $14MM Valuation Basis EV/EBITDA transaction multiples only available from 2006 to 2008, average 15.6x 22% decline in S&P 500, since July 2007, implies multiple range closer 10.5x to 13.5x Currently seeking industry guidance on more accurate transaction multiples Revenue (5-yr Historical Average) Music Publishing Low Med High $17.2 $17.2 $17.2 Less: Participations (20%) Operating Income $3.4 $13.8 $3.4 $13.8 $3.4 $13.8 Multiple Enterprise Value TBD TBD TBD TBD TBD TBD page 8 DRAFT Gaia Online Gaia Online Key Considerations
Illiquid asset Unknown potential buyers Description Online virtual world offering social networking, games, and virtual cinemas to 7 mil registered users Equity Ownership .8% SPE (1.5% warrants converted) Additional Investors Time Warner, Benchmark Capital, DAG Ventures, Institutional Venture Partners, Redpoint Ventures Valuation Basis $1 mil was invested at a $130 mil premoney valuation in 2007 Warrants for 100K shares, with $5 strike price, were granted at closing in 2007 Additional warrants for 100K shares, with $5 strike price, were granted in March 2009 Subsequent financing concluded at $300 mil pre-money valuation Gaia Valuation Gaia Online Low Med High $130 $215 $300 SPE Ownership Post Warrant Exercise Value of SPE Ownership 1.5% $2.0 1.5% $3.3 1.5% $4.6 Less: Cost to Exercise Warrants SPE Basis EBIT/ Gain (Loss) $1 $1 $0.0 $1 $1 $1.3 $1 $1 $2.6 SPE did not participate in the round and was subject to dilution page 9
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