kntv japanese investment opportunity april 13, 2012
TRANSCRIPT
KNTVJapanese Investment Opportunity
April 13, 2012
EXECUTIVE SUMMARY
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• KNTV Co. (“KNTV”) is a premium Japanese channel that broadcasts current Korean dramas and variety/K-POP shows
Founded in November 1996 and is based in Tokyo with 43 employees
Owned by SKS, MBC, SBS, Samhwa Networks and KEN Media, in addition to a number of small shareholders
• SPT proposes to acquire a controlling stake (43.5%) of KNTV for ¥1.475 billion ($18.2 million) or total enterprise value of ¥3.392 billion ($41.9 million)
Currently, the two shareholders seeking an exit represent 37.6% ownership of KNTV, including the largest single shareholder SKS, who currently holds 28.2%
As part of the transaction, SPT would also be expected to invest ¥300 million ($3.7 million) into the business on SKS’s behalf, thereby increasing SPT’s total equity stake to 43.5%
• SPT will leverage its existing three channels’ infrastructure to increase distribution of KNTV Possible opportunity to integrate Asia Dramatic TV, a basic Korean/Asian channel currently
operated by So-Net
• This would be a strong addition to our successful Asian-Korean drama channel, SET ONE
• Request approval to submit a non-binding offer for a stake in KNTV
FX Rate: 1/81.
THE OPPORTUNITY/STRATEGIC RATIONALE
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• KNTV is the #1 premium Korean general entertainment channel in Japan SBS and MBC, 2 of the top Korean terrestrial channels, are major suppliers of Korean dramas to
KNTV
• SPT can increase KNTV’s subscriber base using its current distribution infrastructure and relationships
• SPT believes there are opportunities to increase revenue from KNTV subscribers to provide additional services (i.e., VOD, DVD, etc.)
• Strengthens SPT’s relationship with SBS and MBC SPT Networks Asia currently has an output deal with SBS for SET ONE in Southeast Asia
• Potentially integrate channel with Asia Dramatic TV (basic Korean/Asian channel currently operated by So-Net)
• Opportunity to rebrand this channel as SET ONE, strengthening the brand in the region
PROPOSED DEAL STRUCTURE• The 37.6% combined stake controlled by SKS Investment (28.2%) and Samhwa Networks
(9.4%) is currently up for sale As part of the transaction, SPT would also be expected to inject JPY 300 million ($3.7 million) into
the business on SKS’s behalf, thereby increasing SPT’s total equity stake to 43.5% following the exercise of some outstanding options
SBS and MBC provide strategic programming benefits to the channel
• SPT will submit an LOI indicating governance that allows for consolidation
• Subsequent to the new cash injection, SPT would hold 3 of the 5 board seats
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Represents an investment of ¥1.475 billion or $18.2 million. Total company valued at $41.9 million.
Current Structure: Proposed Structure:
Shares %Unit Price
(Yen/Share)Shares
Amount(KYen)
Shares %
12,590 28.2% + 50,000 5,800 290,000 = 18,547 35.5%
4,200 9.4% 64,000 157 10,048 4,200 8.0%5,000 11.2% 5,000 9.6%5,000 11.2% 5,000 9.6%4,010 9.0% 4,010 7.7%
13,914 31.1% 13,914 26.6%Stock option (1st) 220 0.4%Stock option (2nd-4th) 1,406 2.7%
44,714 100.0% 50,369 5,957 300,048 52,297 100.0%
MBCSBS+SBS Contents HubKEN Media Inc.Others(600Shareholders)
Total
SKS Investment43.5%
Samhwa Networks Inc.
ShareholdersBefore Injection Additional ¥300M w/Option Exercise After Injection + Option Exercise
FX Rate: 1/81.
FINANCIAL SUMMARY
5Source: Calendar year actuals from June 2011 Information Memorandum and April 2012 Deloitte Financial Diligence Report. Fiscal year projections developed by Sony Japan.
(FY = 3/31)($ in millions, except subscribers)(FX Rate: 1/81)
CY09A CY10A CY11A FY13E FY14P FY15P FY16P FY17P FY18P FY19P FY20P FY21P FY22PEOY: Subscribers 72,867 91,013 103,955 107,572 112,664 119,541 116,478 125,898 134,265 143,574 153,930 165,452 178,270 Growth 25% 14% -- 5% 6% -3% 8% 7% 7% 7% 7% 8%
Sub Revenue $26.9 $31.7 $33.2 $28.9 $28.9 $29.6 $29.1 $29.2 $31.2 $33.2 $35.4 $37.8 $40.5 Growth 18% 5% -- 0% 2% -2% 0% 7% 6% 7% 7% 7%
Ad Revenue + Other $2.8 $3.2 $1.9 $3.3 $3.3 $3.3 $3.3 $3.3 $3.3 $3.3 $3.3 $3.3 $3.3 Growth 14% -40% -- 0% 0% 0% 0% 0% 0% 0% 0% 0%
TOTAL REVENUE $29.7 $34.9 $35.2 $32.1 $32.2 $32.9 $32.4 $32.5 $34.5 $36.4 $38.6 $41.1 $43.8 Growth 17% 1% -- 0% 2% -2% 0% 6% 6% 6% 6% 7%
Gross Margin $11.9 $14.7 $12.7 $13.0 $12.6 $12.6 $14.0 $13.5 $15.0 $16.3 $17.9 $19.7 $21.8 Margin 40% 42% 36% 41% 39% 38% 43% 42% 43% 45% 46% 48% 50%
EBIT Before PPA ($5.7) $0.8 $2.8 $4.3 $3.6 $3.5 $4.6 $3.9 $5.1 $6.2 $7.6 $9.1 $10.9 Margin NM 2% 8% 13% 11% 11% 14% 12% 15% 17% 20% 22% 25%
Estimated PPA NA NA NA ($3.4) ($3.0) ($2.2) ($1.6) ($1.6) ($1.0) ($1.0) ($1.0) ($1.0) ($1.0)
EBIT Less PPA ($5.7) $0.8 $2.8 $0.9 $0.6 $1.3 $3.0 $2.3 $4.1 $5.3 $6.6 $8.2 $10.0 Margin NM 2% 8% 3% 2% 4% 9% 7% 12% 14% 17% 20% 23%
Net Income ($4.8) $1.2 $1.8 $4.3 $5.5 $5.5 $5.5 $5.5 $5.5 $5.5 $5.5 $5.5 $5.5 Margin NM 4% 5% 13% 17% 17% 17% 17% 16% 15% 14% 13% 13%
VALUATION ANALYSIS
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SEE ATTACHED
IMPORTANT OPEN ITEMS
• Assess revenue growth rates vs. market
• Assess content cost assumptions vs. market
• Determine where liability for FMV of share issuance rests
• Ensure Board and Shareholder rights are sufficient for us to control the company and consolidate
• Determine seller rights related to the ownership of the shares of SKS—we will need full indemnity in the event of 3rd party claims to the shares
• Confirm our understanding of how outstanding options affect our control rights and the potential for dilution
• Understand whether a program supply agreement with MBC and SBS will be renewed
• Need to ascertain whether KNTV has proper procedures in place for IP rights clearance as well as any material exposure related to this
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NEXT STEPS
• Submit non-binding offer to KNTV April 16th in Tokyo
• Complete due diligence (finance/tax/commercial)
• Complete 3rd party valuation
• Seek SPE/SCA approval to close deal
• Execute and Close Transaction (except new shares) by [May] 2012
• Gain regulatory approval for new shares (up to 30 days)
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PROPOSED DEAL STRUCTURE (CONT.)• SPT would want the combined share ownership of its stake in addition to MBC and SBS to
be at least 66.7% in order to preserve a supermajority over board matters
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Represents an additional investment of ¥409.7 million or $5 million. Total investment of ¥1.885 billion, or $23.3 million.
FX Rate: 1/81.
Shares %Unit Price
(Yen/Share)Shares
Amount(KYen)
Shares %
18,547 35.5% + 64,000 6,402 409,735 = 24,949 42.5%
4,200 8.0% 4,200 7.2%5,000 9.6% 5,000 8.5%5,000 9.6% 5,000 8.5%4,010 7.7% 4,010 6.8%
13,914 26.6% 13,914 23.7%Stock option (1st) 220 0.4% 220 0.4%Stock option (2nd-4th) 1,406 2.7% 1,406 2.4%
52,297 100.0% 64,000 6,402 409,735 58,699 100.0%
Others(600Shareholders)
Total
ShareholdersBefore Injection Additional ¥300M w/Option Exercise After Injection + Option Exercise
SKS InvestmentSamhwa Networks Inc.MBCSBS+SBS Contents HubKEN Media Inc.
66.7%