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CONFIDENTIAL Relativity TV Slate Financing Proposal Summary March 4, 2008

CONFIDENTIAL Relativity TV Slate Financing Proposal Summary March 4, 2008

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Page 1: CONFIDENTIAL Relativity TV Slate Financing Proposal Summary March 4, 2008

CONFIDENTIAL

Relativity TV Slate Financing Proposal Summary

March 4, 2008

Page 2: CONFIDENTIAL Relativity TV Slate Financing Proposal Summary March 4, 2008

page 2

Slate Financing Overview

• Relativity to provide financing of 50% of the production budget of scripted series developed during the term plus select existing series, to be negotiated with Relativity.

– Financials in this package assume all existing series projected to recur are included with the exception of Boondocks and Rescue Me.

• Deal reduces upfront production investment and cash needs in exchange for a share of distribution profits.

• Deal provides a benefit for short-run, unprofitable series as well as time value of money benefit (both P&L and Cashflow) on long running series. Although, success profit sharing risk is the trade-off.

• Deal structure should result in off-balance-sheet accounting treatment

• Relativity’s initial proposal misaligns the risk-reward ratio in favor of Relativity. SPT’s counter-proposal re-balances risk between SPT and Relativity.

Page 3: CONFIDENTIAL Relativity TV Slate Financing Proposal Summary March 4, 2008

page 3

Relativity Proposed Slate

• New 07/08 Series

– BREAKING BAD

– DAMAGES

• Assumed New Series: 08/09 – 10/11

– 3 New Broadcast Network Comedies

– 5 New Broadcast Network Dramas

– 1 New Cable Comedy

– 3 New Cable Dramas

• Relativity has proposed investing in 75% of SPT’s Scripted Primetime Slate for the next 3 years.

• Additionally, Relativity has also requested inclusion of any Scripted Primetime show which started air in the last two years.

• Given the Budget / MRP production assumptions, Relativity could invest in up to a total of 18 series (if they chose to invest in 100%).

• Existing Series 07/08

– RULES OF ENGAGEMENT

– TIL DEATH

– 10 ITEMS OR LESS

– MY BOYS

Page 4: CONFIDENTIAL Relativity TV Slate Financing Proposal Summary March 4, 2008

page 4

Relativity Proposal

Relativity Proposal

• 50% of Series production costs

• 3 years

• No Overhead• No Initial Market • 10% Distribution

• No Interest charged by SPT, therefore no interest charged by 3rd party debt

• $500k / series / season for budgets under $20m• $1m / series / season for budgets over $20m

• 2.5% “Studio Fee”• 5% “RTF Fee”

• Scripted Broadcast and Cable Network Series

• Minimum of 75% of Primetime scripted series including those which commenced in the prior 2 years

• No explicit creative approvals• Relativity to be provided with a comprehensive

evaluation package including financial projections

Investment

Term

SPT Fees

Relativity Producer Fees

Financing Fees

Included Product

Commitment

Relativity Approval

SPT Counter Proposal• 50% of Series production costs

• 3 years

• No Overhead• No Initial Market • 12.5% Distribution• 2.5% Distribution fees deferred to “Studio Fee”

– Studio fee Deferral stops at Cash Break-even

• Mutually no interest

• $500k / series for budgets under $20m• $1m / series for budgets over $20m

• See fee deferral above• No “RTF Fee”

• Scripted Broadcast and Cable Network Series

• All Primetime scripted series including select series which commenced in the prior 2 years. Potentially allow 1 exclusion / year decided at time of pilot order.

• No explicit creative approvals• Relativity to be provided with a comprehensive

evaluation package including financial projections

Page 5: CONFIDENTIAL Relativity TV Slate Financing Proposal Summary March 4, 2008

page 5

Financial Impact - EBIT

• Estimated EBIT benefit* is a combination of reduced production deficits on loss series less Relativity’s share of profits on profitable series.

Note*: Assumes Relativity invests in all series. Assumes off-balance sheet accounting treatment.

FY09 is estimated using current Budget production volume and economic assumptions. FY10 & FY11 are based on current production volume assumptions.

EBIT IMPACT

Budget Assumptions for FY09 / MRP Volume Assumptions for FY10 & FY11*

$ in millions SPT Proposed CounterFY09 FY10 FY11 Total

Existing Series (08/09 & Subsequent Only) 1.0 (2.0) (11.5) (12.5)

Assumed New Multi-Season Series - 8.0 4.0 12.0 Assumed New Single-Season Series 9.0 6.0 12.0 27.0 Total 08/09 & Subsequent Seasons 10.0 12.0 4.5 26.5

Retroactive Inclusion of:06/07 & 07/08 Seasons 1.0 (5.0) (5.5) (9.5)

Total Potential EBIT Impact 11.0 7.0 (1.0) 17.0

Total Cash Benefit (06/07 Season & Forward) 36.5 21.9 16.4 74.8

Page 6: CONFIDENTIAL Relativity TV Slate Financing Proposal Summary March 4, 2008

page 6

Financial Impact - Returns and Profit Split

• Relativity’s proposal results in an uneven sharing of risk and profits with 63% of the profits being retained by Relativity

• SPT’s proposal provides a far more beneficial sharing of risk and profits with 32% going to Relativity and 68% being retained by SPT.

– More reasonable profit sharing is achieved by reducing the Gross Corridor to 2.5% and increasing SPT’s distribution fees slightly from 10% to 12.5%.

Note: Figures assume Relativity invests in 100% of SPT’s series produced during the term rather than the minimum 75%. Given the uncertainty of the network order, no investment is assumed for CANTERBURY’S LAW and CASHMERE MAFIA.

.

Relativity Proposed($ in millions) Proposal CounterTotal Production Deficits (Production Cost - License Fees) (277)$ (277)$ Total Net Distribution Proceeds 575 575Relativity EP Fee (considered part of Production Cost) (32) (32) Series Profits after EP Fee 266 266

Share of Series Profits Retained by SPT 98 182Share of Series Profits Retained by Relativity 168 84

Deficit and Profit Split

SPT Share of Production Deficit (139) (139)SPT Share of Distribution Proceeds 288 288SPT Share of Relativity EP Fees (16) (16)SPT Share of Distribution Fees 49 62SPT Share of Gross Corridor (84) (13) Net To SPT 98 182

Relativity Share of Production Deficit (139) (139)Relativity Share of Distribution Proceeds 288 288Relativity Share of EP Fee (16) (16)Relativity Share of Distribution Fees (49) (62)Relativity Share of Gross Corridor 84 13 Net To Relativity 168 84

Sony / Relativity Split 37% / 63% 68% / 32%