hbo latin america divestiture november 2010. -- confidential --p. 2 executive summary in march 2010,...

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HBO Latin America Divestiture November 2010

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-- Confidential --p. 3 Estimated Cash and Gain As presented to Investment Committee on January 20, 2010, including advance estimates of book value Revised to reflect actual book value and put option value determined by outside advisors prior to closing the sale of SPE’s 21.2% stake on March 9, 2010

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Page 1: HBO Latin America Divestiture November 2010. -- Confidential --p. 2 Executive Summary In March 2010, SPE completed the sale of 21.2% of HBO Latin America

HBO Latin America Divestiture

November 2010

Page 2: HBO Latin America Divestiture November 2010. -- Confidential --p. 2 Executive Summary In March 2010, SPE completed the sale of 21.2% of HBO Latin America

-- Confidential -- p. 2

Executive Summary

• In March 2010, SPE completed the sale of 21.2% of HBO Latin America Group (HBO LAG) and secured a put on the 8.2% it continues to hold

– The sale of 21.2% and certain SPE voting rights capitalized on Time Warner’s willingness to pay an attractive price, generating a gain of over $200MM and creating a path to exit a minority position

– At the same time, the retained 8.2% stake provided continued visibility into operations in the region

• SPE now recommends exercising the put on its 8.2% stake, generating $65.4MM of cash and a gain of approximately $41MM while leaving key protections in place

– SPE’s current license and distribution relationships are protected by long term agreements– After the exercise of the of the put, SPE’s content license agreement with HBO LAG will remain unchanged, continuing

through March 2014 with SPE having the option to renew through March 2018– After the exercise of the put, the distribution agreement with HBO LAG for SPE’s three channels will be extended 5 years

from the sale date through March 2016, with a further 5 year renewal at SPE’s option through March 2021

• SPE seeks approval to provide Time Warner notice in November in order to enable recognition of the financial benefits in FYE11

– Approval of the transaction was delegated to the CFO of Sony Corporation under an e-kassai dated October 7, 2009– SPE would provide notice to Time Warner in-person on November 18, 2010 with a specified closing date of March 19,

2011, fulfilling the contractually required four month notice period before the end of FYE11– A non-suspensory filing was made with the competition authority in Brazil after the sale of our 21.2% stake and would

cover the exercise of our put. Approval has not yet been received. Chances of not getting such approval are very remote– If Ole Communications sells its 11.8% stake in HBO LAG prior to our consummating the sale of our 8.2% stake, a

suspensory competition filing could delay our closing. We have no reason to believe Ole Communications will sell and consider the likelihood of a delay remote

Page 3: HBO Latin America Divestiture November 2010. -- Confidential --p. 2 Executive Summary In March 2010, SPE completed the sale of 21.2% of HBO Latin America

-- Confidential -- p. 3

($MM USD)Equity

InterestVotingRights

Put on Remaining Stake

SPE Equity Interest Sold 21.2% NA 8.2%

Proceeds from Sale (a) $201.4 $15.6 $62.3

Estimated Book Value of Amount Sold (b), (c) $29.8 $2.3 $9.2

Estimated Gain $171.6 $13.3 $53.1

(a) $62.3MM is the initial floor on the put; will increase 5% per year for 5 years regardless of any potential decline in FMV(b) Book value estimated as of 1/31/2010 ($36.3MM as of 12/31/09 plus $5MM from SPE's share of Net Income from Dec '09 and Jan '10 operations; excludes any potential Q4 CY09 dividend which has not yet been declared)(c) Final allocation of Book Value is being determined

Estimated Cash and Gain

As presented to Investment Committee on January 20, 2010, including advance estimates of book value

Revised to reflect actual book value and put option value determined by outside advisors prior to closing the sale of SPE’s 21.2% stake on March 9, 2010

($MM USD)Equity

InterestVotingRights

Put OptionValue

FY10Total

Put on Remaining

Stake

Put OptionValue Option Sale

SPT Equity Interest Sold 21.2% NA -- 21.2% 8.2% 8.2%

Proceeds from Sale (a) $201.4 $15.6 $15.3 $217.0 $65.4 $0.0 $65.4

Est. Book Value of Amount Sold (b) $28.6 $2.2 $0.0 $30.8 $8.9 $15.3 $24.2

Estimated Gain $172.8 $13.4 $15.3 $201.5 $56.5 ($15.3) $41.2

(a) No cash received for Put Option, but recorded at FMV at time of Sale(b) Book value of option written down to zero at point of exercise