TRANSACTION HIGHLIGHTS Tvguide Magazine

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TVGuide Magazine TVGuide Magazine is one of the most popular magazines in the country with over 13 million weekly readers. Established more than 60 years ago, TVGuide is the premier source for entertainment news, reviews and information about television programs. ACQUIRED ACQUIRED FROM INDUSTRY HEADQUARTERS December 2 2008 Rovi Print Media New York, NY TRANSACTION TYPE REALIZED SOLD TO Corporate Carve-Out October 7, 2015 NTVB Media TRANSACTION HIGHLIGHTS Under pressure to divest the magazine before the end of 2008, Rovi sought an acquirer that could move quickly. Through the strong relationships forged with the seller and TV Guide Magazine, OpenGate successfully differentiated itself among competing groups and won the acquisition bid. Investment Merits Stabilization • Market leading position as a the most • Recruited a new CEO and senior recognized publication for television management team viewing enthusiasts • Aggressively implemented a • Experienced but misaligned restructuring plan management team • Eliminated spending on events and • Opportunity to transform the magazine programs that did not demonstrate a from a weekly listings publication, to return on investment a premier magazine with new editorial content including reviews and guidance • Reduced circulation, page count and on “what is worth watching” for issue frequency while eliminating television viewers unprofitable subscriptions • Opportunity to return the publication to a state of profitability through operational turnaround, cost optimization, product expansion and diversification VALUE CREATION • Refocused editorial content, including insightful reviews on programs, interviews with show producers and cast members, and exclusive, behind the scenes stories about the most watched programs on television • Expanded digital suite of products through the launch of TVInsider.com • Developed a custom publishing division for special interest publications • Revitalized investment in marketing events through ComicCon • Brokered an agreement with CBS (owners of TVG.com) to cross-promote the on-line and print media entities • Launched replicas of the magazine via Nook and Kindle EXIT OpenGate returned the TVGuide business from double-digit losses to a state of profitability within first 12 months of ownership and rejuvenated an iconic, American media brand. After nearly seven years of ownership, OpenGate sold the business to NTVB Media as a strategic complement to their portfolio of television-related publications. +1 310 432 7000 www.opengatecapital.com.

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SEC Complaint in This Matter
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