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July 13, 2010 Presentation to Sony Pictures Entertainment

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July 13, 2010 Presentation to Sony Pictures Entertainment Presentation to Sony Pictures Entertainment July 13, 2010 Potential Strategic Alternatives for the Sony Pictures Music Publishing Catalog Confidential www.HL.com U.S. 800.788.5300 Europe +44.20.7839.3355 China +86.10.8588.2300 Hong Kong +852.3551.2300 Japan +81.3.4577.6000 Los Angeles • New York • Chicago • San Francisco • Minneapolis • Washington, D.C. • Dallas • Atlanta • London • Paris • Frankfurt • Hong Kong • Tokyo • Beijing Presentation to Sony Pictures Entertainment Table of Contents Tab Introduction 1 Situation Overview 2 Valuation Observations 3 Tailoring a Process to Achieve Goals 4 Overview of Potential Acquirors and Lenders 5 Appendix Overview of Houlihan Lokey A Overview of the Capital Markets Group B Biographies C Privileged and Confidential 1 Introduction Introduction Meeting Agenda Houlihan Lokey appreciates the opportunity to present to Sony Pictures Entertainment (“SPE”) regarding the potential sale or financing of the Sony Pictures Music Publishing Catalog (the “Catalog”). This presentation will include: An overview of Houlihan Lokey, an introduction to the deal team, and our relevant industry and transaction experience; A preliminary discussion regarding the positioning of the Catalog’s key strengths for optimal valuation; A brief overview of the potential transaction process, including a discussion of the services and value we offer SPE; and A summary review of potential buyers and/or financing sources for the Catalog. Privileged and Confidential 3 Introduction Houlihan Lokey Team - Senior-Level Attention and Total Commitment to Success Mergers & Acquisitions Team Jess Ravich (LA) Head of Debt Capital Markets Lee Ann Gliha (LA) Andrew Walter (LA) Head of Media Practice Head of Entertainment Practice Chad Burns (SF) Stephen Lewis (LA) Senior Vice President Vice President Michael Rybak (LA) Marcus Farrell (LA) Financial Analyst Financial Analyst Capital Markets Private Equity Coverage David Misch (LA) Tad Flynn (NY) Managing Director Head of Equity Capital Markets Rit Amin (LA) Mark Goldman (LA) Senior Vice President Trading (Knight Capital) Managing Director Al Lhota (NY) Co-Head of Credit Sales Sean Dowd (NY) Co-Head of Credit Sales Privileged and Confidential 4 Introduction #1 Position Across All Product Categories Corporate Finance Financial Advisory Financial Restructuring Fairness Opinions Chapter 11 Planning Mergers and Acquisitions Solvency Opinions Restructuring Debt and Equity Sellside & Buyside Transactions Valuation Opinions Debtor-in-Possession (“DIP”) Financing Leveraged Transactions Transaction Advisory Services Exchange Offers Minority Equity Transactions Tax & Financial Reporting Valuation Plans of Reorganization Capital Markets Portfolio Valuation & Advisory Services Distressed Mergers and Acquisitions Derivatives Valuation & Advisory Services Debt & Equity Private Placements Dispute Resolution & Financial Expert High Yield Opinions PIPEs Financings Liabilities Management Special Situations Advisory Ranked Among Top 10 M&A Advisors for #1 M&A Fairness Opinion Advisor Advised on over 500 Restructuring Transactions Ten Straight Years Valued in Excess of $1.25 Trillion 2009 M&A Advisory Rankings No. 1 Investment Banking Restructuring Advisor 2009 U.S. M&A Fairness Advisory Rankings U.S. Transactions Under $500 Million 2009 Number Number Number of Deals Rank Advisor of Cases Rank Advisor of Deals Rank Advisor 1 Houlihan Lokey 26 1 Houlihan Lokey 43 1 Houlihan Lokey 70 2 JP Morgan 23 2 Chanin Capital Partners/Duff & Phelps 23 2 Goldman Sachs & Co 50 3 Goldman Sachs & Co 21 3 * Mesirow Financial Holdings Inc. 22 3 * Lazard 45 4 Bank of America Merrill Lynch 17 3 * JP Morgan 45 3*Moelis&Co.LLC 22 5 Duff and Phelps 16 5 Bank of America Merrill Lynch 43 4 Jefferies & Co. 21 Source: Thomson Reuters * denotes tie. Sources:*Denotes No. tie 1 Investment Banking Restructuring Advisor 2008: Source: Thomson Reuters. TheDeal.comSource: The Deal Pipeline, Pipeline, February March 2010. 2009. Based Based on announcedon announced 2009 2008Chapter Chapter 11 engagements 11 engagements in which in an which institution an institution served as a served financial as a financialadvisor to advisor a major toparty-in-interest. a major party-in-interest. Privileged and Confidential 5 Introduction Specialists In Intellectual Property Over the last 15 years Houlihan Lokey has provided financial advisory services related to film, television and music libraries for purposes of sale, acquisition, financing, strategic advisory, litigation support, fairness and solvency opinions Equity Financing Sources, Banks, Lenders, Rating Agencies and Insurers rely upon Houlihan Lokey as an expert in evaluating intellectual property Large Company Libraries Sony Corporation of America, Alliance Atlantis Hallmark The Walt Disney Company Providence Equity Partners, Texas Pacific Group, DLJ Merchant Banking Partners a portfolio company of Artisan Entertainment Kirch Media Twentieth Century Fox and Comcast Corporation (the “Consortium”) Cecchi Gori Mediaset Universal Studios have agreed to acquire has been acquired by DreamWorks SKG Image Village Roadshow EM.TV Polygram Filmed Entertainment Warner Bros. for approximately $4.85 billion Fox Family Europe Sony Pictures Entertainment Financial Advisor Financial Opinion Selected Other Libraries Axel Springer Gaylord Entertainment Mandalay Pictures Gaylord Entertainment Company Bohbot Communications Kushner Locke National Geographic has participated in a financing of has sold Carolco Pictures Lakeshore Entertainment Phoenix Pictures Gaylord Film, Pandora Films, Screen Media Ventures, LLC Gaylord Sports Management Group, Gaylord Event Television, Constantin Film AG Landscape Entertainment Red Envelope and Gaylord Production Company DIC Entertainment Largo/JVC Entertainment Rysher Entertainment to Oklahoma Publishing Company First Look Media Lions Gate Entertainment Sundance Television & Productions Sellside Advisor Financial Opinion Fox Kids Live Entertainment Privileged and Confidential 6 Introduction Music Publishing Experience Industry Experience The Media, Telecom & Gaming Group has significant professional experience in the music publishing industry, having advised on numerous M&A, financing and restructuring transactions in the sector. Over the last 15 years, we have worked with numerous companies in the music industry, including: 32 Records Corinthians Frank Zappa Privileged and Confidential 7 Introduction Capital Markets Expertise The Houlihan Capital Markets Group has extensive experience Experience with all products across the capital structure: with over $250 billion (USD)1 in aggregate financings completed by the firm’s senior finance group professionals Equity and Equity-Linked The Houlihan team leverages its extensive footprint to provide IPO & Follow-on Advisory access to Senior Debt, Private Mezzanine Capital, High Yield, PIPEs & Registered Directs Public & Private Equity, Hedge Funds and Other Institutional Sponsor PIPEs Investors Private Equity Placement – Private Companies Convertible Structures – Private & Advisory Unlike many other Investment Banks, Houlihan is free of any At-the-Market Equity Offerings conflicts of interest with prospective investors Rights Offerings Houlihan does not provide Prime Brokerage services to Tenders & Exchanges Hedge Funds Houlihan is product agnostic versus other banks that favor Debt products that benefit their balance sheet Revolving Credit Facilities Term Loans Houlihan’s model is customized versus volume oriented Second Liens firms that are focused on league table credit versus optimal Private Mezzanine execution High Yield The Capital Markets Group works directly with Knight Capital Preferred/Structured Capital and investors. As such, they are not several levels removed from the direct investor feedback providing invaluable Liability Management immediacy of feedback and insight Open Market Repurchases – Bank Debt & Bonds The team has the experience and expertise to structure and Tender Offers intermediate transactions to fit the needs of both the issuer and Exchange Offers the investor(s) across all strategic financing applications: Consent Solicitations Amendments Leveraged Buyouts Leveraged ESOPs Acquisition Financings Dividend Recapitalizations Growth Capital PIPEs Financings Refinancings Special Situations (1) Includes transactions by members while at previous employers Privileged and Confidential 8 Situation Overview Situation Overview Catalog Summary Stable income streams The Sony Pictures Music Publishing Catalog (the “Catalog”) consists of over 350,000 with good future instrumental cues and portions of over 10,000 “songs” (titled score cues from albums, in visibility which SPE owns 100% of the copyright, as well as songs with lyrics, in which SPE owns smaller percentages of the copyrights), all derived from approximately 425 films and 320 television titles (including tens of thousands of individual episodes produced from 1993 to $14.4MM of total NPS the present). (3 year average) Most of the instrumental score cues are owned 100% by SPE, while SPE owns 50% or less of the copyrights in the songs. Unique intangible asset SPE is currently evaluating the monetization of the Catalog. with a blue chip name and recognizable brands ($ in millions) Impact of Excluding Revenues and Participations 4 Year 3 Year Average NPS, net of 2007 2008 2009 2010 Average Average Total Revenue $12.4 $14.0 $15.1 $14.0 $13.9 $14.4 admin fees and Revenue
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