DRAFT GSN Investment Committee Presentation March 4, 2011 DRAFT Executive Summary • GSN operates a multiplatform U.S. cable network focusing on game show content and a digital business that includes skill-based games, casual games and an online ad network • SPE owns 35% of GSN and shares management control 50/50 with DIRECTV (65% owner) • SPE seeks approval for the following transaction; long-form documentation still under negotiation with DIRECTV – Acquire an additional 5% of GSN for $60MM (net cash impact of $(9)MM) – Acquire management control of GSN – Grant DIRECTV a put on an additional 20% of GSN • Acquiring management control of GSN would create strategic and financial value for SPE – Strengthens SPE’s presence in U.S. cable networks, a key profit driver for media companies – Enables SPE and GSN to further exploit and mutually benefit from SPE’s light entertainment assets – Updated programming strategy and build-up of social gaming assets positions GSN for strong future growth – Acquiring management control of GSN allows SPE to consolidate, and is expected to increase EBIT (by up to $38MM per year by FYE14) and cash in future years – SPE would recognize a step-up gain at close of approximately $265-300MM • SPE believes now is the right time to capitalize on DIRECTV’s willingness to cede management control and expand on SPE’s growing base of U.S. cable assets – SPE’s strategy to build scale in U.S. cable networks is gaining momentum (3net, Sony Movie Channel, FEARnet) – SPE could eventually manage these channels under a common infrastructure – DIRECTV has demonstrated it is open to ceding management control of GSN to SPE; this would resolve the challenges of the 50/50 governance structure which SPE was unable to resolve with its prior partner, Liberty Media page 2 DRAFT GSN Overview Television Digital • U.S. cable network with a primary Skill-based games programming focus on game show content • Online casual skill-based cash competitions • 30MM players worldwide(3) • Distributed to approximately 66 million homes(1) • Over 35 games including popular titles such as JEOPARDY! and Wheel of Fortune • Demographics: target audience aged 25-54, female-skewing Casual games • • Revenues driven by a mix of affiliate fees and Ad-supported games on GSN.com television/online advertising • 50+ casual games on Facebook – Utilizes virtual goods currency model • Programming strategy focused on – 2MM+ active members(3) −Producing flagship originals (The Newlywed Game, Baggage, 1 vs. 100) Advertising network −Acquiring highly rated off-network series • Ad sales network for online games offering −Licensing content from SPT library, premium ad solutions and a performance 2waytraffic, and Embassy Row based inventory system CY2010(2), Values in $MM TV Digital Total Revenue $166 $66 $233 % of Total 71% 29% (1) Per GSN estimate of CY10 subscribers (2) Unaudited page 3 (3) Per GSN management estimates DRAFT GSN Past vs. Present PAST PRESENT • CY07 Revenue $126MM • CY10 Revenue $233MM Revenues / Profits(1) • CY07 EBIT $15MM • CY10 EBIT $71MM • Liberty Media 50% owner • DIRECTV 65% owner Partner – Not a willing seller – Willing seller – Comfortable with 50/50 governance – Believes 50/50 governance is not ideal • New management team with strong track • Concerns with management team record Management • Difficulty reaching consensus with Liberty on • Financial growth and implementation of installing new management team strategic initiatives • Producing compelling originals/reformats • Heavy reliance on licensing older game (Baggage, 1 vs. 100) show library product Programming • Acquiring highly rated off-network series • Original programming less compelling or appealed to a demographic not core to GSN • Licensing content from SPT library, 2waytraffic, and Embassy Row • Robust strategy featuring: – Skill-based cash competitions Online Presence • Limited online game options on GSN.com – Casual games on Facebook and ad- supported games on GSN.com – Advertising network Target • Management attempting to shift core • Embracing older female demographic demographic to young men, rather than – Attracts advertisers Demographic focusing on older females – Aligns with heavy online gaming users (1) Based on unaudited actuals page 4 DRAFT GSN Financial History and Forecast Since 2007 the business has grown significantly and is now highly profitable Figures represent 100% of GSN’s Revenue and EBIT Values in $MM Values in $MM 18% CAGR 44% CAGR Calendar Year Calendar Year 2005A 2006A 2007A 2008A 2009A 2010A 2011B 2012F 2013F EBIT Margin % 6% 13% 12% 34% 27% 30% 30% 35% 38% NOTES: •2005 – 2007 and 2010 figures are unaudited actuals; 2008 – 2009 figures are audited actuals; 2011 figures are GSN budget; 2012 – 2013 figures are management forecasts •The figures include the contribution from FUN Technologies acquired by GSN in April 2009, as well as Shizmoo and Mesmo acquired in April 2010 page 5 DRAFT Key GSN Growth Drivers • Strong performance in television advertising, partly due to increase in viewership Advertising − Ad revenues held fairly stable through economic recession − Management forecasting significant further growth through CY13 • Modest growth in affiliate revenue with CPI increases year-to-year and Affiliate Revenues stable carriage commitments − Potential to increase penetration with existing affiliates, which could result in up to 10MM additional homes Focus Demographic • Refocused programming strategy on core female 25-54 demographic with increased investment in original programming and top tier licensed content • Acquisition of casual games business positions GSN to capture significant Diversification into growth in virtual goods social gaming Online Games and Ad Sales • Purchase of CPM Star enables GSN to offer the full suite of digital monetization opportunities from cash games to performance-based ad sales page 6 DRAFT Strategic Benefits to SPE • Management control of GSN would give SPE – The majority of Board seats – Controls over the budget – The ability to hire/fire key management • Gaining management control of GSN increases SPE’s presence in U.S. cable networks – 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 that could eventually be managed under a common infrastructure • In addition to traditional network assets, GSN brings strength in skill-based online games that utilize GSN’s game show brands and SPE’s brands such as Wheel of Fortune and Jeopardy! – Attracts new demos to SPE’s television game shows • Builds on GSN’s and SPE’s current operating relationship to further benefit from SPE’s light entertainment assets – GSN could be a launching pad for new SPE game show formats – 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 Newlywed Game) page 7 DRAFT Historical Context and Rationale for Buying-up • Historically, SPE and Liberty each owned 50% of GSN and maintained 50/50 governance • While GSN has remained an attractive asset, the 50/50 governance structure has inherent challenges that SPE has been attempting to resolve for several years – Prohibits either party from consolidating – Contributed to stalemates that delayed the agreement to hire new management in 2008 • Liberty needed GSN as a strategic asset and showed no willingness to sell its stake • In April 2009 SPE sold 15% of GSN to Liberty and instituted a buy/sell mechanism while leaving 50/50 governance in place • Liberty eventually spun out DIRECTV including Liberty’s interest in GSN (which is now held by DIRECTV) • Recently, SPE has expanded its U.S. network presence to include interests in three channels, in addition to GSN • GSN has continued to increase its profitability • Today, DIRECTV has indicated that it is willing to sell all or a portion of its stake in GSN to SPE, as well as cede management control page 8 DRAFT Summary of Proposed Deal Structure • For $60MM ($(9)MM net cash impact), SPE would acquire an additional 5% of GSN at a valuation of $1.2BN (bringing SPE’s ownership to 40%) and acquire management control of GSN • DIRECTV can trigger the put of an additional 20% of GSN to SPE at an equity valuation of 13x prior calendar year OIBDA (EBITDA before executive compensation and earn-outs), capped at $1.6BN – Trigger window is being negotiated; trigger window will begin no earlier than April 2012 (FYE13); DIRECTV seeks two additional trigger windows in CY13 and CY14, which may be required to close the deal – Once the put is triggered, certain competition filings and clearances may be required in the U.S. and other jurisdictions, as well as other consents prior to closing – SPE would have the flexibility to pay half of the put price in the year it is triggered and half a year later, with a 10% return to DIRECTV on the second half of the payment only – Selection of payment option would need to be made on or after July 1st in the year the put is triggered • A buy / sell provision will apply to DIRECTV’s 40% and SPE’s 60% interest in GSN but cannot be triggered until April 2015 (FYE16); triggering party would propose a price at which it is willing to either buy or sell Resulting SPE Deal Step Stake (1) Payment (1) SPE acquires 5% at a $1.2BN Valuation 40% $60MM (2) SPE acquires 20% at 13X OIBDA (Assumes DirecTV exercises put option) Payment Option A: Pay all at once 60% $268MM (2) Payment Option B: Pay in two halves 60% $281MM (2) (w/ 10% return on the 2nd half) ($134MM + $147MM) (3) Potential Buy/Sell 100% / 0% FMV (1) Percentage ownership equals percentage of any dividends and any distribution on dissolution / sale of GSN page 9 (2) Assumes put is triggered in April 2012, with the valuation based on CY11 OIBDA of $103MM; GSN’s value for purposes of put would be $1.342BN DRAFT GSN Valuation Summary Preliminary Houlihan Lokey Valuation Values in $MM Enterprise Value / Value for: GSN Equity Value CY2010 Adj.