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KNTV Japanese Investment Opportunity April 13, 2012

KNTV Japanese Investment Opportunity April 13, 2012

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Page 1: KNTV Japanese Investment Opportunity April 13, 2012

KNTVJapanese Investment Opportunity

April 13, 2012

Page 2: KNTV Japanese 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.

Page 3: KNTV Japanese Investment Opportunity April 13, 2012

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

Page 4: KNTV Japanese Investment Opportunity April 13, 2012

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.

Page 5: KNTV Japanese Investment Opportunity April 13, 2012

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%

Page 6: KNTV Japanese Investment Opportunity April 13, 2012

VALUATION ANALYSIS

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SEE ATTACHED

Page 7: KNTV Japanese Investment Opportunity April 13, 2012

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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Page 8: KNTV Japanese Investment Opportunity April 13, 2012

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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Page 9: KNTV Japanese Investment Opportunity April 13, 2012

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%