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Channel 5 Deal Overview February 2014 DRAFT Executive Summary

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Channel 5 Deal Overview February 2014 DRAFT Executive Summary DRAFT Channel 5 Deal Overview February 2014 DRAFT Executive Summary Sony Pictures Television (“SPT”) has an opportunity to acquire Channel 5 (a subsidiary of Northern & Shell), an FTA channel that is the only privately owned commercial public service broadcaster in the UK • Channel 5 is a multi-channel network with its channels (i.e., Channel 5, Multichannel 5*, Multichannel 5 USA, and Demand 5) available on Freeview, satellite (e.g., Sky), cable (e.g., Virgin) and IPTV • Northern & Shell (“N&S”) has hired Barclays to run a sale process for the entire business with initial non- binding indications of interest due by February 27, 2014 – We estimate a preliminary valuation for 100% of Channel 5 in the range of $825M – $945M (£516M – £591M), representing a 10.3x to 11.7x CY13 Adj. EBITDA multiple and a 7.6x – 8.7x CY14 Adj. EBITDA multiple – This is a preliminary valuation estimate based on limited information and prior to due diligence • Channel 5 provides an opportunity for SPT to become a powerhouse in a key international free-to-air market and to realize significant synergies across Sony Pictures Television networks, distribution, production, ad sales divisions as well as Sony One benefits – Expand SPT’s distribution and reach and cross promote channels and drive viewership and ad sales – Platform to launch new formats and co-productions in the UK – Distribution outlet for SPE content (film and TV series, soaps, talk shows, children’s, library product) – Immediate digital presence in the UK market with Demand 5’s catch-up and VOD service • SPT proposes to submit a preliminary and non-binding indication of interest, subject to due diligence, of $850M (£531M) for Channel 5, representing a 10.6x CY2013 Adj. EBITDA multiple and 7.8x CY2014 Adj. EBITDA multiple – SPT to form a JV and own 51% of the equity, which would allow for consolidation [TBD] – Transaction assumes no leverage 2 • With preliminary synergies, the Channel 5 acquisition has an NPV of $26M, IRR of 13.4%, DWM of ($434M), Note: Assumes £ to $ exchange rate of 1.60. and payback in FY23 based on an SPT equity investment of $434M for 51% of the equity DRAFT Situation Overview • In July 2010, RTL Group, the leading European entertainment network, announced the sale of Channel 5 to the N&S company owned by British publisher Richard Desmond for a total cash consideration of $167M (£104M) – The deal valued Channel 5 at LTM revenue multiple of 0.4x and LTM EBITDA multiple of 12.4x – Channel 5 experienced significant revenue and profit decline relative to the market in 2008 and 2009; the company underwent a comprehensive restructuring process at the time of sale – Rival bidders also included Channel 4, Time Warner and Endemol • Northern & Shell has now appointed Barclays to advise on a potential sale of Channel 5 – Process expected to be a competitive auction and possibly a two-stage process – Interest so far from a broad array of bidders, although private equity seen to be relatively reluctant – Signing expected prior to the summer break • Next Steps: Indicative non-binding proposals are due by 9:00am GMT on February 27, 2014 3 Note: Assumes £ to $ exchange rate of 1.60. DRAFT Company Overview Company Highlights • Channel 5 is a multi-channel network with channels available on Freeview, satellite (e.g. Sky), cable (e.g. Virgin) and IPTV • 6.0% Channel 5 family Share of Viewing (“SOV”)1 in all of UK • Launched in 1997 as the fifth and final national terrestrial UK network • Acquired by Northern & Shell from RTL Group in 2010 • The Department for Culture, Media and Sport announced in November 2012 that Channel 5’s PSB license would be renewed until 2024. The final license renewal announcement was made by Ofcom on February 11th 2014 for the licensing period starting from January 2015 to end of 2024 Key Brands Channel 5 Multichannel 5 Multichannel 5 USA Demand 5 • UK’s fifth most popular • 0.6% SOV1 in 2013 • 1.0% SOV1 in 2013 • Catch-up and VOD service channel, with 4.4% SOV1 and • Shows a mix of soaps, • Shows drama, films, sports, • Provides PC, tablet, mobile reached 48M viewers in movies, dramas and comedies and youth and connected TV access to December 2013 documentaries with a focus programming from the US Channel 5’s programming • Programming revolves around on 16 – 34 year olds • Key Programming: • Achieves 12M views per entertainment, • Key Programming: month documentaries, kids, news, • Partner in the YouView films and sports consortium, a next generation • Key Programming: IPTV service Channel 5 is the UK’s only privately owned commercial Public Service Broadcaster (“PSB”)2, viewed by 80% of the UK population in a typical month and has a 9.6% UK Share of Commercial Impacts (“SOCI”) 4 (1) Source: Broadcasters Audience Research Board. Refers to 2013 and Channel 5’s main channel, 5USA, 5* Multichannels and +1 channels. (2) PSB’s include Channel 5, BBC1, BBC2, ITV and Channel 4. DRAFT Strategic Acquisition Rationale Opportunity Consideration • Revenues are highly concentrated on advertising • Inter-company revenues (predominantly air time) amount to 9.4% of total sales. Channel 5’s contracts with N&S expected • Become a powerhouse in a key free-to-air international market to be extended to CY16, thereafter N&S likely needs to be by combining SPT and Channel 5’s networks replaced • Utilize unused digital spectrum to launch new channels • Big Brother makes up a significant portion of total impacts • Refocus strategic positioning of multichannels 5* and 5USA to (15%), which creates uncertainty in projected periods Networks target key demos and improve ratings • SPT recently signed a 7 year ad deal with Sky to sell the UK • Cross-promote channels to increase ratings and ad revenues channels’ ad inventory ; ad synergies in the first 7 years may • Utilize Channel 5’s program library across SPT channels come from multichannel launches only • Potential to improve ad rates by bundling SPT channels ad • TV ads and N&S publications ads appear to be sold in inventory with ad inventory from new Channel 5 launches packages. The impact from selling TV ads on stand alone basis is unclear • Ad sales team of 97 people appears to be shared across all N&S properties • Channel 5 predominantly outsources original production - opportunity to leverage SPT’s production capabilities in the UK • Channel 5 has an in-house production company which Production • Test and launch new formats in the UK - creates a larger contributes relatively small revenue and has not generated opportunity to discover a hit format and capture international flagship IP sales • Expiration of current distribution agreement with DRG is • Incremental distribution of TV series, soaps, library product unknown Distribution • Distribute original shows produced by SPT and in-house • Limited near-term upside given estimated small size of productions in international markets international revenue from original productions • Immediate digital presence in UK market and ability to • Digital economics not provided at this time leverage the team and technology across SPT channels Digital • YouView is incurring significant losses and Channel 5 has • Ownership in YouView, a JV with 6 others, UK’s fastest funding commitments; may be diluted thereafter if it stops growing connected TV platform funding • The channel has had steady ratings and share over the last 4 years • Improve ratings and diversify revenue streams (digital, • Certain factual Channel 5 productions are co-produced and production, retransmission) co-financed by an agency (GroupM). Without the co-financing partner Channel 5 may need to increase its program spend • High upside from retransmission fees, if allowed Financial although unlikely to be very significant • Cut G&A and operating costs, such as transmission fees, • Retransmission fees are uncertain,subject to regulatory when bundled with SPT channels approvals 5 • Channel 5 has a lean overhead operation • Channel 5 and N&S expected to renew inter-company contracts at market rates through CY16 DRAFT Programming Overview ($M) Overview Key Program Spending • Acquisitions (licensed content) comprise $184M (56%) of 2013 • Big Brother: $54M (£33.6M) of program spend in CY13 total programming costs – Reality show produced by Endemol targeting ages 16-34 – TV and film account for $141M and $43M, respectively demo, Channel 5’s flagship commission – SPT Distribution expected to sell ~$21M of content to Channel – Last contract extension was in July 2012 5 – Contract expires in December 2015 • Original programming (commissions) comprise $144M (44%) of • Neighbours: $36M (£20M) of program spend in CY13 2013 total programming costs – Soap opera produced by FremantleMedia Australia – Top 3 shows (Big Brother, Neighbours and Home and Away) – Contract renegotiated in 2010 to reduce costs by $19M comprise $111M or ~80% of original programming spend (£12M) annually – Remaining original shows cost $31M or ~20% of original – Contract expires in 2017 and represents the biggest programming spend contract commitment - $128M (over 50% of total commitments) – SPT expected to produce 50% of original shows outside of top 3, which accounts for $15M or ~10% of original programming • Home and Away: $24M (£15.3M) of program spend in spend CY13 • Channel 5 comprise 87% ($286M) of total programming spend in – Soap opera produced by Red Heart Entertainment 2013 – Contract expires in December 2016 and represents the 2nd largest acquired contract commitment - $69M • MultichannelsCY10 – CY13 comprise Programming 13% ($42M) of total Breakdown programming spend, Channel 5 CY13 Programming by Genre (£43M) with over 90% on acquisitions (licensed content) Original Scripted Childrens Drama Documentary Special Interest Reality Other Non-Scripted Format Original International Non-Scripted 6 Note: Assumes £ to $ exchange rate of 1.60. DRAFT Programming Overview (cont.) • Channel 5’s ratings and impacts are strongly influenced by several shows (i.e.
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