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ETV Investment Opportunity

ETV Investment Opportunity. Interim Status Update April 20, 2011. The Rationale for Indian Regional Language Channels. Expanding our footrpint into regional language channels taps into a growing local advertising market.

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ETV Investment Opportunity

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  1. ETV Investment Opportunity Interim Status Update April 20, 2011

  2. The Rationale for Indian Regional Language Channels Expanding our footrpint into regional language channels taps into a growing local advertising market • High growth market: currently underserved and have a combined viewership greater than the Hindi market • Diversification: new source of revenue that reduces over-reliance on Hindi GEC & offers a more stable revenue stream of ad revenue • Distribution: Strengthens the distribution bouquet by making it a “must carry” in all parts of the country • Leverage: distribution and ad sales infrastructure Strategic Rational / Importance • Our largest competitors have seen benefits from a broad portfolio of both regional and national channels • Star: 24 total channels; 10 national; 12 regional channels • Zee: 32 total channels; 13 national, 6 regional channels Competition

  3. ETV: Bouquet of Six Regional GE Channels • Operates in Telugu, Bangla, Marathi, Kannada, Gujarat and Oriya marketplaces • 2nd largest TV network in Southern India and in the top five most viewed networks in the country • ETV, the flagship Telugu channel has a strong position in Telugu market (2nd largest regional market behind Tamil) • All of ETV’s regional GE channels rank among top 3 in the respective markets that they operate • The flagship channel is ~15 years old; Other channels are operating roughly 7-10 years • Has successfully converted all its channels to subscription channels • Movie library of approximately 3,500 movies in 9 regional languages

  4. Company Structure Current Group Structure UEPL Broadcasting Business 2 3 1 Telegu General Entertainment Channels Non-Telegu GECs Telegu / Non Telegu News • FYE March 2011 EBITDA • Not applicable; SPE is not considering acquiring • FYE March 2011 EBITDA • $14MM • FYE March 2011 EBITDA • $22.9MM • Ownership Structure: • Reliance Industries Limited 49% • Ramoji Rao family: 51% • Ownership Structure: • Reliance Industries Limited : 100%

  5. Negotiating Status • Reliance is actively soliciting indications of interest in ETV • We believe Star, a key competitor, is interested and has submitted an indication of interest • Parties have received historical financials but will not be allowed to review forecasts or conduct diligence until ETV’s owners further vet indications of interest and structure • SPE’s goal has been to put forth a legitimate and viable structure and valuation in order to proceed to the next round and begin formal diligence • All indications of interest by SPE have been on a non-binding basis with significant outs, including outs for diligence • SPE has indicated interest in the Telegu and Non-Telegu GEC assets; News assets are not currently under considerations

  6. Potential Deal Structure • SPE’s initial indication of interest was for Reliance’s stake • Acquire100% of the Non-Telegu Channels (from Reliance) • Acquire 49% of the Telegu Channels (from Reliance) • Cash outlay by SPE: $500MM • Implied combined value for Telegu and Non-Telegu: $728MM • In subsequent discussions, Reliance has pushed for a higher valuation but expressed willingness to facilitate a sale of controlling interests in both assets • The parties are now discussing SPE acquiring controlling interests (51%-60%) in both the Telegu and Non-Telegu Channels • Acquire 51% - 60% of the Non-Telegu Channels (from Reliance) • Acquire 51%-60% of the Telegu Channels (potentially a portion from the Ramoji Rao family and a portion from Reliance) • A 60% structure would provide leeway to bring in a 3rd party PE firm (e.g. Blackstone) • Even with a modest increase in valuation, structure could reduce cash outlay by SPE to roughly $400MM - $475MM • The 51%-60% buy-out structure requires Reliance to stay in as a minority shareholder and requires support of the Ramoji family. Our advisor, E&Y, is discussing the structure and valuation with the principles to assess interest

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