Request for Approval Document: HBO Latin America Divestiture Opportunity February 2010 -- Confidential --p. 2 Executive Summary SPT is revisiting its global channels portfolio and seeking to rebalance the mix towards channels that are majority controlled and consolidated SPT is proposing to sell a 21.2% equity interest in HBO Latin America Group (HBO LAG) and certain voting rights to Time Warner Entertainment (TWE) and enter into a 10-year put agreement for the 8.2% of HBO LAG retained by SPT after this transaction SPT believes TWEs desire to consolidate HBO LAG makes this the right time to monetize SPTs distribution and content license relationships will continue to be protected contractually While SPT holds the 8.2% equity stake, it will retain a board seat to provide ongoing visibility into a key region At close, the proposed transaction would generate proceeds of $217MM and an estimated gain of $186MM, with the final gain subject to accounting review Transaction based on a 100% valuation of $950MM, which is well above the range identified by our outside advisors SPT will also recognize a gain at close associated with the put option, which is currently being valued Closing is expected to occur in early March 2010 Post-closing, transaction is subject to a non-suspensory competition review in Brazil -- Confidential --p. 3 Background HBO LAG and Proposed Transaction Background on HBO LAG Background on Transaction / Rationale Programs, operates, and distributes HBO and Cinemax channels across Latin America Owned by TWE (58.8%), SPT (29.4%) and Ole Communications (11.8%) Has a significant operational and financial relationship with SPE HBO LAG distributes and provides services for SPT channels in the region (SET / AXN / Animax) SPT licenses $40-50MM of content annually to HBO LAG TWE has been actively seeking opportunities to increase its ownership in HBO global channels with the goal of full consolidation Purchased SPT and Universals stake in HBO Asia in CY08 Acquired Disneys 29.4% stake in HBO LAG in CY08 Acquired SPTs and Disneys share in HBO CE in January 2010 TWEs strong desire to consolidate allows SPT to: Immediately monetize a significant portion of our HBO LAG stake at an attractive valuation (above the valuation range identified by our advisor) Retain a stake for continued visibility into the region and an opportunity to benefit from any further increases in valuation -- Confidential --p. 4 Summary of Deal Structure and Material Terms SPT Sells 21.2% Equity Interest & Certain Voting Rights TWE will acquire a 21.2% equity interest from SPT along with certain voting rights relating to 8.2% equity interest SPT would retain for $217MM (1) Transaction based on a 100% valuation of $950MM $217MM of proceeds negotiated as $201MM (21.2% x 950MM) for the equity interest and $15.6MM for voting rights (or 20% of remaining equity interest = 20% x 8.2% x $950MM) (2) SPT will retain an 8.2% equity interest and board seat If TWE acquires Ole Communications equity stake in the next year at a 100% valuation greater than $950MM, SPTs cash proceeds will be adjusted to reflect the higher valuation SPT & HBO LAG will execute a distribution agreement for SPT channels under materially same terms as existing distribution arrangement Transaction is subject to a non-suspensory competition review in Brazil SPT Receives a Put on its Remaining Equity Stake SPT will receive a 10-year put option on its remaining 8.2% equity stake Put strike price to be $62.3MM (8.2% x $950MM less $15.6MM) for the 1 st year, escalating 5% per year through year 5 After 5 years, put exercise price will be 6.6% of Fair Market Value If SPT exercises the put, SPEs distribution agreement will be extended 5 years from exercise of the put with a further 5 year extension at SPEs option (1)Voting rights acquired by TWE include hiring/firing of CEO and budgetary approvals; SPT to retain minority protections and voting rights on matters relating to the distribution of SPTs basic channels (2)Long form documents reflect total consideration of $217MM and do not apportion proceeds between equity and voting; MFN and put agreement reflect $15.6MM for voting rights; accounting treatment is being finalized and may result in a different allocation of proceeds between voting and equity than reflected herein -- Confidential --p. 5 SPT expects to receive $217MM in proceeds from the sale of the 21.2% equity stake and certain voting rights SPTs preliminary view is that an estimated gain of $186MM will be recognized in FY10 SPT will recognize a gain associated with the put option, which is current being valued Gain on the put option will reduce the future gain on sale of the remaining 8.2% equity stake Although considered remote, there is a potential risk that the competition review in Brazil is not approved and the portion of the transaction relating to the HBO LAG Brazilian entity (HBO Brasil Partners) must be unwound SPT would refund $87MM in proceeds (40% of total) and would reverse gain of $79MM associated with the equity and voting rights; 40% of the gain from the put option would also be reversed Put strike price would be reduced by 40% and MFN would be adjusted accordingly SPT would receive equity shares in HBO Brasil Partners and related voting rights previously sold to TWE Estimated Cash and Gain -- Confidential --p. 6 Currently, SPT recognizes 29.4% of HBO LAGs Net Income as EBIT After the sale of the 21.2% stake, SPT would no longer recognize a portion of HBO LAGs Net Income as EBIT; however, SPTs share of dividends based on its retained 8.2% interest will likely be treated as income Estimates provided below are independent of gains to be recognized on sale of SPTs 21.2% equity interest, voting rights, or put on remaining 8.2% equity stake Ongoing EBIT Impact from Sale -- Confidential --p. 7 $950MM Transaction Value Exceeds Outside Advisors Valuation Market Multiples Comparable Transactions (controlling interest) Comparable Transactions (minority interest) Discounted Cash Flow $783 $615 $841 $683 $831 $693 $888 $699 SPT engaged an outside advisor (Houlihan Lokey) to perform an independent valuation of HBO LAG as of October 31, 2009 Houlihan Lokey estimated the 100% value on a non-marketable, minority interest basis to range from $615MM to $888MM (see below) HBO LAG 100% Valuation (non-marketable minority interest) * * Source: Houlihan Lokey, 2009 $950MM transaction value -- Confidential --p. 8 Sale of Our Stake Will Provide an Attractive Return -- Confidential --p. 9 Potential Risks & Mitigations Risks Operational HBO distributes SPT channels in region HBO licenses $40-50MM of content from SPE annually SPT provides ad sales for HBO channels in Brazil Approvals Overall deal requires TWE and Ole Communications approval Transaction requires non-suspensory competition filing in Brazil Mitigations Following closing, SPTs content license and distribution relationships with HBO LAG will be essentially the same Content license agreement expires 3/2014, SPE has option to renew for 4 years through 3/2018 Distribution agreement expires 12/2013 If put exercised, distribution agreement will be extended 5 years from put date with a further 5 year renewal at SPEs option SPT will retain voting rights relating to distribution of its basic channels as long as it holds the remaining 8.2% equity stake Ole Communications has an incentive to approve the transaction as it increases their leverage with TWE Risk of rescission is considered remote and limited to proceeds relating to HBO Brasil Partners (40% of total consideration) -- Confidential --p. 10 Process, Timing & Next Steps Prior Approvals Approval for the sale was delegated by the GEC to the CFO (Mr. Oneda) on October 7, 2009, subject to two conditions The transaction being made at a 100% valuation of not less than $680MM Selling SPTs entire stake or, if SPT decides to hold a 10% interest, retaining a board seat Transaction as structured was reviewed by the Investment Committee on January 19, Formal, written approval is being secured simultaneously with the signing of this RAD Next Steps Secure SPE approvals (RAD) and execute e-kessai Sign definitive documents by end of February 2010 and submit for competition review in Brazil Close early March 2010 SPT would seek a subsequent approval (and RAD) should it ultimately decide to exercise the put on its remaining 8.2% equity interest