HIGHLY CONFIDENTIAL. NOT FOR FURTHER DISTRIBUTION GSN Opportunity Overview January 2011.

HIGHLY CONFIDENTIAL. NOT FOR FURTHER DISTRIBUTION

GSN Opportunity Overview

January 2011

HIGHLY CONFIDENTIAL. NOT FOR FURTHER DISTRIBUTIONpage 2

Executive Summary

• SPE has an opportunity to acquire management control of and additional equity in GSN

• A transaction would:

– Expand SPE’s growing U.S. network portfolio by enabling SPE to control a well penetrated channel with an established infrastructure

– Reduce frequency of management stalemates inherent in the current 50/50 governance structure

– Provide a path to full ownership by SPE

• A transaction also has potential financial benefits, including:

– Step-up gain of approximately $200MM

– GSN’s annual distributable cash is forecast to grow from $85MM in FYE12 to $156MM in FYE14

– By consolidating, SPE’s annual share of GSN’s distributable cash would increase by $38MM in FYE12 (reaching $56MM) and by $84MM in FYE14 (reaching $118MM)

– GSN’s EBIT is forecast to grow from $89MM in FYE12 to $135MM in FYE14

– By consolidating, SPE’s share of EBIT (after preliminary PPA estimates) would increase by $20MM in FYE13 (reaching $60MM) and by $45MM in FYE14 (reaching $92MM)


Historical Context and Rationale for Buying-up Today

• While GSN has remained an attractive asset, its 50/50 governance structure has inherent challenges that SPE has been attempting to resolve for several years

– Prohibits either party from consolidating

– Contributes to stalemates, preventing quick management decisions on significant matters, such as the decision to hire new senior management in 2008

• Until recently, Liberty was SPE’s partner in GSN and supported 50/50 governance with no clear exit, making 100% ownership by either owner the likely outcome

• In April 2009, with Liberty appearing the more likely buyer, SPE sold 15% of GSN to Liberty and instituted a buy/sell exit mechanism while leaving 50/50 governance in place

• Since 2009, SPE has expanded its U.S. network presence to include interests in four channels and GSN has continued to increase its profitability

• Today, 65% of GSN previously held by Liberty is held by DirecTV, which is willing to cede control and sell all or a portion of its stake, eliminating the challenges caused by 50/50 governance


GSN Financial History and Forecast

• Since David Goldhill became GSN’s CEO in 2008, the business has grown significantly and is now highly profitable

• GSN forecasts continued growth and will generate over $150MM of cash in FYE14

REVENUE

$103$119 $126

$139

$218$231

$278$302

$338

0

50

100

150

200

250

300

350

400

2005 (A) 2006 (A) 2007 (A) 2008 (A) 2009 (A) 2010 (F) 2011 (B) 2012 (F) 2013 (F)

Year

Rev

enu

e ($

MM

)

EBIT

$6$14 $14

$47$52

$69

$85

$108

$134

0

20

40

60

80

100

120

140

160

2005 (A) 2006 (A) 2007 (A) 2008 (A) 2009 (A) 2010 (F) 2011 (B) 2012 (F) 2013 (F)

Year

EB

IT (

$M

M)

OPERATING CASH FLOW

$15$25 $24

$45

$70 $69

$91

$113

$136

0

20

40

60

80

100

120

140

160

2005 (A) 2006 (A) 2007 (A) 2008 (A) 2009 (A) 2010 (F) 2011 (B) 2012 (E) 2013 (E)

Year

Op

era

tin

g C

as

h F

low

($

MM

)

NOTES: • 2005 – 2009 numbers are actuals (not pro forma) and management forecast used for 2010 – 2013• The figures include the impact from FUN Technologies acquired by GSN in March 2009, as well as Shizmoo and Mesmo acquired in April 2010


Strategic Benefits

• Significantly increases presence in U.S. cable networks, one of the key profit drivers for SPE

– Adds increased scale to SPE’s portfolio of U.S. cable networks, which now includes minority stakes in GSN, FEARnet and 3Net, and 100% of the Sony Movie Channel

– GSN would become the cornerstone in a bouquet of channels to be managed eventually under a common infrastructure

– Provides a platform for increasing from minority stakes to majority positions in other networks in the future

• In addition to traditional network assets, GSN brings strength in online games that utilizes GSN’s game show brands

• Builds on GSN’s and SPE’s current operating relationship to further mutually benefit by exploiting SPE’s light entertainment assets

– GSN could be a launching pad for new SPE game show formats – GSN’s current success has occurred despite no major hits

– GSN would continue to license completed game show episodes from SPE’s library (Wheel of Fortune, Jeopardy!) and commission new versions of library formats (The Dating Game, The Newlywed Game)

HIGHLY CONFIDENTIAL. NOT FOR FURTHER DISTRIBUTION page 6

Risks and Mitigation

Carriage Deals• GSN will need to retain its carriage deals with

distributors to achieve its forecast

• This may be more difficult for GSN vs. channels owned by media conglomerates with larger network portfolios

• GSN expects to extend its DirecTV carriage agreement prior to closing under current terms for multiple years

• GSN will benefit from Sony’s and DirecTV’s relationships with other distributors

Skill-based Games• A portion of GSN’s growth is driven by online

casual skill-based game tournaments for a fee, which are subject to gaming regulations

• “Skill-based” determination is done on a game-by-game basis, is factually intensive and can vary based upon the jurisdiction

• If gaming regulations become more restrictive, GSN’s revenues in this area could decrease

• To comply with gaming regulations, FUN does not offer fee-based tournament games in certain prohibited U.S. states, employs filtering technology to exclude players from these prohibited states and designs its games, utilizing outside counsel review, to be skill-based

Risks Mitigation


Summary of Proposed Deal Structure

• SPE to acquire management control of GSN prior to end of FYE2011; deal would allow SPE to consolidate in the near-term while delaying a majority of cash payments to future years

– Valuation to be negotiated – preliminary estimate of $1 - $1.1BN, but value could be higher with more robust forecast or higher control premium

– SPE to secure key controls at close (e.g., majority of board seats, hire/fire over senior management, final say on budget), in order to allow for consolidation

– SPE to acquire 6% of GSN on deal close (increasing SPE’s stake from 35% to 41%)

– DirecTV would have a put option on an additional 19% stake exercisable after April 15, 2012 at the same valuation

– The existing buy / sell provision will apply to DTV’s 40% or SPE’s 60% but cannot be triggered until April of 2015 or 2016 (specifics to be negotiated)

Step Resulting SPE Stake*

Timing Payment

SPE acquires 6% 41% FYE2011 $60MM

SPE acquires 19% (assuming DirecTV exercises put)

60% FYE2013 $190MM

SPE acquires 40% (assuming buy/sell is triggered with SPE as buyer)

100% TBD (if at all) TBD – Likely over $400MM

Example Payments Assuming a Preliminary Valuation of $1BN

* Percentage ownership equals percentage of any dividends and any distribution on dissolution / sale of GSN


Preliminary Valuation Analysis

• SPE is currently in the preliminary stages of conducting due diligence on the fair market value of GSN

• Based on a limited universe of publicly traded networks and precedent transactions, the implied value of GSN is approximately $1BN - $1.1BN

• Valuation could be significantly higher based on a more robust forecast / DCF or multiples on comparable online games businesses

• We are in the process of refining the analysis and engaging a 3rd party to conduct an independent valuation

TRADING COMPS PRECEDENT TRANSACTIONS

CY2010 Trailing 12 MonthsValues in $MM Enterprise Value EBITDA EV/EBITDA Values in $MM Transaction Value EBITDA TV/EBITDA

Scripps Network Interactive $8,683 $908 9.6X Comcast / NBCU $37,300 $3,000 12.4X

Discovery Communications $18,477 $1,652 11.2X Scripps / Travel Channel $975 $81 12.0X

Average Multiple 10.4X Average Multiple 12.2X

GSN CY2010 EBITDA $75 GSN CY2010 EBITDA $75

Implied Value $779 Implied Value $918

ADD: Control Premium 25% - 30% $214

ADD: Cash $85 ADD: Cash $85

GSN Adjusted Implied Value $1,079 GSN Adjusted Implied Value $1,003


Financial Impact:Preliminary Estimate of Step-up Gain

• If SPE assumes management control of GSN on an enterprise valuation of roughly $1BN, there would be a potential $200MM step-up gain on the 35% of GSN SPE currently owns

– The deal must obtain sufficient management controls to meet the accounting requirements for control

– FMV for purposes of gain calculation must be the result of an independent valuation, which will likely be less than the purchase price due to control premium

– For example, if the transaction value were $1.0BN with control premium and FMV were $800MM before control premium; gain would be based on $800MM

Gain Calculation

Fair Market Value $800Value of SPE Share (35%) $280 Book Value SPE Share - December '10 $81

Gain $199


Financial Impact:Preliminary Estimate of Increased EBIT

• Acquiring management control would allow consolidation and would increase SPE’s EBIT by $20MM-$45MM per year once initial purchase price amortization (PPA) levels taper off

• Note, PPA figures are rough estimates only and will require analysis and calculation by an outside specialist

Values in $MM FYE12 FYE13 FYE14Net Income $89 $114 $135

Current Ownership - 35% of Net Income $31 $40 $47

Buy up as of March 31, 2011

100% of EBIT $89 $114 $135PPA - Estimate ($69) ($54) ($43)

SPE Consolidated EBIT Post PPA $21 $60 $92

Variance to Current State ($10) $20 $45


Financial Impact:Preliminary Estimate of Increased Cash Flow• Deal would also increase SPE’s share of distributable cash by $38MM in FYE12, increasing to

$84MM in FYE14 under GSN’s estimated dividend policy

• Note, SPE’s share of GSN’s distributable cash will be lower if GSN pays out a greater portion of cash in dividends as SPE consolidates 100% of any cash that remains on GSN’s balance sheet

Values in $MM FYE11 FYE12 FYE13 FYE14

Current State (1)

Assumed Dividend $50 $81 $96

Current SPE Ownership - 35% of Dividend $18 $28 $34

Post Deal SPE Cash Flow (1)

Distributable Cash (2) $30 $85 $121 $156

Dividend to Direct TV (59% FYE12 and 40% thereafter) N/A ($30) ($32) ($38)

SPE Share of Distributable Cash $30 $56 $89 $118

Variance to current state (3) $30 $38 $60 $84

Purchase Price ($60) $0 ($190) $0

Variance to current state ($30) $38 ($130) $84

Notes(1) Estimates based on GSN projectiions(2) FYE11 represents an esimtaed $30MM of cash on GSN's balance sheet that SPE would consolidate(3) If GSN were to distribute all but $10MM of cash each year the SPE variance to the current state prior to purchase price would be $23MM in FYE12, $48MM in FYE13 and $64M in FYE14

HIGHLY CONFIDENTIAL. NOT FOR FURTHER DISTRIBUTION GSN Opportunity Overview January 2011.

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