Liberty Acquisition Holdings Corp
Liberty Acquisition — SPAC Merger (September 2010)
61 slides from Liberty Acquisition's SPAC merger presentation, Sep 7, 2010
Slide 1: Investor Presentation September 7, 2010
InvestorPresentation September 7, 2010
Slide 2: Safe Harbor Statement
SafeHarborStatement Disclaimer This document does not constitute an offer to sell, or an invitation to subscribe for or purchase, any securities or the solicitation of any approval in any jurisdiction, nor shall there be any sale, issuance or transfer of the securities referred to in this document i
Slide 3: Table of Contents
TableofContents Executive Summary Overview of Corporate Strategy Prisa Current Performance SECTIONS APPENDIX A: Key Transaction Changes B: Business Overview C: Digital+ in Depth
Slide 4: Executive Summary
>> ExecutiveSummary
Slide 5: Grupo Prisa Overview
GrupoPrisaOverview Among the leading entertainment and education companies in the Spanish and Portuguese speaking world LTM €M1 # 1 daily newspaper in Spain #2 daily sports newspaper in Spain #2 economic newspaper in Spain # 1 radio in Spain, Colombia and Chile #3 radio in Mexico # 1 in textbooks in
Slide 6: Aggressive Growth Through Leverage
2006 2007 2008 2009 20% of Sogecable reaching 44.5% for €1,000m 61.7% of Media Capial reaching 94.4% for €403m 4.15% of Sogecable reaching 47.1% for €152m Increase in Sogecable stake to 100% for €2,057m Settlement of the exchangeable bond in cash for €162m Consolidation of Sogecable with a syndicate
Slide 7: Grupo Prisa Restructuring Events To Date
GrupoPrisaRestructuringEventsToDate March 5, 2010 - Prisa and Liberty announce business combination agreement May 7, 2010 - - Prisa files F-4 and amends terms of Liberty deal June 24, 2010 - Prisa regains soccer broadcast rights April 29, 2010 - Prisa closes sale of Minority stake in Santillana July
Slide 8: Grupo Prisa Investment Rationale
GrupoPrisaInvestmentRationale Audiovisual: #1 FTA TV (18.4% of TVI/Telecinco-Cuatro, pro forma merger) and among the largest audiovisual production companies in the Iberian Peninsula Education: #1 textbook publisher in Spain and Brazil; Market leader in textbooks and trade publishing in Latin Americ
Slide 9: Revised Transaction Structure
RevisedTransactionStructure Each Liberty Shareholder receives: 1.500 Prisa Class A ordinary shares1 3.000 Prisa Class B Non-Voting Convertible Shares ("NVCS")1 Each NVCS: Mandatory conversion in 3.5 years Receives €0.175 minimum dividend per annum out of available distributable profits and some dist
Slide 10: Increased Certainty of Execution
IncreasedCertaintyofExecution Compelling value proposition to Liberty Shareholders and Warrantholders Revised structure adjusted to reflect changes in Prisa share price and FX environment Convertible securities consideration with value protection and increased yield for Liberty Shareholders Cash com
Slide 11: Transaction Merits
TransactionMerits Liberty transaction intended to return leverage to sustainable levels Permits restructuring of current €5 billion of total debt Enables extension of €1.8 billion bridge facility to May 2013 Leverage reduction of 2.4x LTM EBITDA1 If fully exercised, anticipated new Prisa warrants wo
Slide 12: Summary of NVCS Downside Protection
SummaryofNVCSDownsideProtection The value of NVCS is protected under a maximum conversion ratio of 1.33 Each NVCS converts at the end of 3.5 years into: 1 Prisa ordinary share if the Prisa average ordinary share price at the time1 is at or above €2.00; Up to 1.333 Prisa ordinary shares if the Prisa
Slide 13: Summary of NVCS Dividend Structure
SummaryofNVCSDividendStructure NVCS dividend payment is backed by distributable profits and a premium reserve Each NVCS to receive €0.175 annual dividend Prisa may pay the minimum annual dividend from two sources: distributable profits, as defined by Section 273 of the Spanish Companies Law of 2010,
Slide 14: Prisa Cash Flow Management
PrisaCashFlowManagement Cash from all subsidiary companies should be fully available to Prisa upon payment of all Sogecable debt CASH FLOW IN GRUPO PRISA Prisa Spain - Cash Pooling System Companies with centralized cash management: Santillana Spain, Radio Spain and Press Latin America (Santillana an
Slide 15: Taxes and Minority Dividends Summary
TaxesandMinorityDividendsSummary Prisa and Sogecable Benefit From Tax Credits Ownership and Dividends1 Note: Pro forma closing of announced transactions Prisa Preferred dividend to NVCS for €0.175 per share Sogecable 56% Prisa 22% Telecinco 22% Telefonica Telecinco Prisa entitled to receive dividend
Slide 16: Liberty-Backed De-Leveraging of Prisa
Liberty-BackedDe-LeveragingofPrisa Prisa De-Leveraging6 Anticipated Cash Sources & Uses Note: Estimated proceeds from minority stake sales of Digital+ and Media Capital (subject to antitrust clearance and other closing conditions) Net proceeds from Santillana minority stake sale Illustrative proceed
Slide 17: Expansion of Investor Base
ExpansionofInvestorBase Note: Illustrative, approximate, and based on Prisa share price of €1.69 as of September 3, 2010 Based on 1-for-1 conversion of Prisa Class B NVCSs into Prisa Class A ordinary shares and exercise of all anticipated new Prisa warrants Represents all shares not held by Prisa hi
Slide 18: Free Float and Multiple Expansion
FreeFloatandMultipleExpansion Among selected Prisa comparables, companies with higher floats are valued at a premium to peers; inversely, companies with lower floats are valued at a discount to peers Source: Capital IQ Note: As of June 30, 2010 1 1
Slide 19: Pro Forma Enterprise Value
ProFormaEnterpriseValue Ine Pro Ferra EnterprisVale at Various rs Stare Pes Pia saree" ens e150 es em es an FF Sure Otani fy ted 10880 10880 19080 spe80 sos80 100 pled ty Vee 3600 15820 19080 21760 2aa0 2700 pa FN Oat? 27535 27535 215 2785 27535 27535 Pa FF Moet ert gta (or? 1090 oto oso 1x0 100 sot
Slide 20: Market Multiples of Prisa Comparables
MarketMultiplesofPrisaComparables
Slide 21: Overview of Corporate Strategy
OverviewofCorporateStrategy
Slide 22: Diversified Player of Scale
DiversifiedPlayerofScale Source: Prisa % REVENUE 2009 by REVENUE STREAM % REVENUE 2009 by COUNTRY % REVENUE 2009 by SEGMENT AMONG THE LARGEST DIVERSIFIED ENTERTAINMENT AND EDUCATION GROUPS IN EUROPE WITH REVENUES DISTRIBUTED ACROSS BUSINESSES, MARKETS AND GEOGRAPHIES Presence in more than 20 countri
Slide 23: Global Strategy: Platform For Accelerated Future Growth
GlobalStrategy:PlatformForAcceleratedFutureGrowth Source: Prisa Transform traditional media businesses Focus on key international growth markets Adjust business model to extract maximum value from existing assets Leverage key strategic partnerships Brazil / Latin America: Publishing and Audiovisual
Slide 24: Key Strategic Initiatives per Business Unit
KeyStategicInitiativesperBusinessUnit Multi-distribution strategy of Canal+ Agreements with other telecommunications operators to bundle and/or wholesale distribution of product offerings: Jazztel (May 2010), Telecable (May 2010), Orange (Aug 2010). Further agreements in negotiation Canal+Dos in TDT
Slide 25: Key Strategic Initiatives per Business Unit (con't)
KeyStategicInitiativesperBusinessUnit (con't) Santillana Press Continue to Grow and Expand Scholarly Textbook Leadership Position Continue to develop integrated educational systems in which content is provided by digital media as well as in books Continue expansion to learning systems (teaching serv
Slide 26: Radio
Radio Digital Expansion Use radio broadcasting to continue to direct audience to digital media Use digital to foster client loyalty with current 10m unique monthly online visitors across its 42 internet portals Develop segmented content exclusively for digital media Build strategic partnerships with
Slide 27: Accelerated Digital Growth
AcceleratedDigitalGrowth Source: Prisa Measures implemented to date: Hired a Chief Digital Officer Created customer marketing database with over 4 million records Appointed new Director of Corporate Development Created of system to identify transversal opportunities across businesses and countries S
Slide 28: Prisa Current Performance
>> PrisaCurrentPerformance
Slide 29: Advertising Market Evolution
AdvertisingMarketEvolution 2008 - -13.9% 2009 represented the bottom of the advertising expenditure in Spain 2009 - -23.9% Chg.% Advertising Expenditure (Total Market) Source: i2p, Arce Media Elaboracion Media Hotline
Slide 30: January-August 2010 Results Main Highlights
January-August2010ResultsMainHighlights JANUARY - AUGUST JANUARY - AUGUST JANUARY - AUGUST 2010 2009 Var % Revenues € 2,064 € 2,182 (5.4%) EBITDA € 420 € 455 (7.7%) EBIT € 285 € 294 (2.9%) Net Profit € 97 € 63 54.0% EBITDA Margin 20.4% 20.9% EBIT Margin 13.8% 13.5% Net Margin 4.7% 2.9% Net Debt € 4,
Slide 31: January-August 2010 Results Main Highlights
January-August2010ResultsMainHighlights Audiovisual revenues reached €1,083 million and an EBITDA of €191 million Positive evolution on Digital+ subscribers in both gross additions (+23%) and cancellation (-13%) metrics (as of August 2010 year-on-year). August 2010 is the fifth consecutive month of
Slide 32: January-August 2010 Revenues Highlights
January-August2010RevenuesHighlights Total Revenues breakdown by business unit - -11.0% + 7.6% +2.7% - -2.7% Note: * Impact from the change in the football exploitation model (€ million) - -5.4% - -31.5% Audiovisual: This decrease was due in part to the negative impact of a change in the soccer mark
Slide 33: January-August 2010 EBITDA Summary
January-August2010EBITDASummary EBITDA by business unit TOTAL EBITDA - -7.7% Jan- Aug 09 Radio in Spain: 41 Int. Radio: 16 Music: 2 Latam & USA: 94 Spain &Port.: 55 Sogecable: 168 Digital+*: 189 Cuatro: -21 Media Capital: 23 El Pais: 18 AS: 9 Cinco Dias: (0.5) Others: 0.0 Note: * Digital+ includes t
Slide 34: January-August 2010 EBITDA Highlights
January-August2010EBITDAHighlights Total EBITDA breakdown by business unit - -19.3% +16.3% - -2.0% +4.3% (€ million) - -7.7% +48.0% Audiovisual: Temporary negative effects seen from the implementation of changed business model January-August 2010 EBITDA includes €(21) million of Cuatro and €(44) mil
Slide 35: January-August 2010 Advertising Revenues
January-August2010AdvertisingRevenues January-August 2010 ADVERTISING REVENUES: €608 MILLION (+9.1%) Audiovisual 47% Radio 36% Press 18% Audiovisual Radio Press 14.9% 9.7% 3.1% Advertising Revenues breakdown by unit Advertising Revenues by business unit (% of Total Ad Revenue) (€ million) Source: Pr
Slide 36: January-August Books and Training Summary
January-AugustBooksandTrainingSummary Geographic revenue breakdown Revenue growth by countries JANUARY-AUGUST 2010 BOOKS AND TRAINING REVENUES: €441 MILLION (+3.1%) Source: Prisa
Slide 37: January-August Circulation Summary
January-AugustCirculationSummary General Press Source: OJD. 2010 figures are not audited. Average Daily Circulation Market Share (% Total Circulation) Sport Press January-August 2010 CIRCULATION REVENUES: €122 MILLION (-5.9%) Source: Prisa
Slide 38: January-August Pay TV Subscribers Evolution
January-AugustPayTVSubcribersEvolution Monthly ARPU August YTD ARPU +4.6% - -0.3% January-August 2010 PAY-TV SUBCRIBER REVENUES: €614 MILLION (-9.9%) Net Additions (000) - -85 - -148 Subscribers (000) Jan- Aug 10 Jan- Aug 09 Aug 10 Aug 09 Jan- Aug 10 Jan- Aug 09 Source: Prisa
Slide 39: Digital+ Subscribers Evolution
Digital+SubscribersEvolution 2009 2010 ('000) 2009: 221 Jan-Aug 2010: 150 2009: -409 Jan-Aug 2010: -236 2009: 189 Jan-Aug 2010: -85 Source: Prisa
Slide 40: Appendix A: Key Structure Changes
AppendiceA:KeyStructureChanges
Slide 41: Summary of Key Structure Changes
SummaryofKeyStructureChanges Revised Deal Announced - May 7 New Structure - August 4 Liberty Share Count Total Consideration to Liberty Equityholders Abbreviations - Ords.: Prisa Class A Ordinary Shares. NVCS: Prisa Class B Non-Voting Convertible Shares. Note: Assumes no trust cash used to fund cash
Slide 42: Change in Non-Voting Shares
Change in Non-Voting Shares Conversion Price of NVCS: €3.75 Initial Yield: 7.0% Prisa will be able to force conversion of the NVCS if and when the share price of Ords. has stayed above a certain price level for at least 20 trading days: During the first 2 years after the closing, the price level is
Slide 43: Summary of Key Structure Changes (cont'd)
Ownership Threshold of Prisa Controlling Shareholders Cash to Prisa (with no Liberty redemptions) $903m The final mechanism to maintain a 30% ownership was to be determined at a later date $870m Upon closing, Prisa controlling Shareholders remain largest shareholders in Prisa, pre- and post- convers
Slide 44: Appendix B: Prisa Business Overview
AppendiceB:PrisaBusinessOverview
Slide 45: Leader in Spanish and Portuguese Speaking World
Source: Prisa EXTENSIVE FOOTPRINT IN THE SPANISH AND PORTUGUESE SPEAKING WORLD WITH LEADING MARKET POSITIONS Covering a Spanish/Portuguese speaking population surpassing 700 million people LeaderInSpanishandPortugueseSpeakingWorld 1 44% 1 22% 1 52% 1 49% 1 36% 3 35% 2 23% 1 14% 3 12% 1 28% 1 39% 2 3
Slide 46: Leader Across Businesses and Geographies
Note: 1. Information as of December 2009; (2) Assumes all Audiovisual Transactions are Completed; (3) 2Q-2010. With an option to get control LeaderAcrossBusinessesandGeographies Source: Prisa AUDIOVISUAL 1,2 PUBLISHING 1 Digital + (56% ownership) #1 PayTV operator in Spain reaching 1.8 million subsc
Slide 47: Leader Across Businesses and Geographies
LeaderAcrossBusinessesandGeographies Source: Prisa PRESS 1 RADIO 1 El Pais (100% Ownership) # 1 daily newspaper in Spain: 391,816 daily copies 16 million monthly unique internet users Global reach: Presence in Spain, Europe, and Latin America Specialized supplements 69% of revenues and 75% of EBITDA
Slide 48: Transform and Integrate Business Units
Silo Revenue Consumer Publishing Consumer Integration Digital Transformation Prisa's objective is to evolve into an integrated company providing relevant content across multiple distribution channels Appointed a Corporate Development Director Appointed First Chief Digital Officer in Spain Promote co
Slide 49: Digital Transformation
46m users and over 300 websites on the forefront of Digital Transformation Unique content and direct customer relationship Ability to digitalize group's existing content and monetize it Considerable reach and growth: More than 15m songs streamed per month from los40.com More than 3m songs streamed p
Slide 50: Grupo Prisa Historical Results
GrupoPrisaHistoricalResults Revenues 2007 2008 2009 YTDAug-09 YTDAug-10 Audiovisual 2,106 2,169 1,771 1,216 1,083 Santillana 560 608 617 439 450 Radio 423 415 377 235 253 Press 572 504 416 270 263 Other 35 19 28 22 15 Total Revenues 3,696 3,715 3,209 2,182 2,064 EBITDA 2007 2008 2009 YTDAug-09 YTDAu
Slide 51: Historical cash flows sufficient to meet interest and dividend payments
Historical cash flows have been sufficient to meet interest and dividend payments € Million 2007 2008 2009 1H2009 1H2010 EBITDA 780 948 624 299 292 Change in Working Capital (31) (2) (84) (110) (169) Recurrent Investments (213) (190) (128) (55) (67) Operating Cash Flow 536 756 412 133 57 Interest Pa
Slide 52: Group Structure
GroupStructure Source: Prisa Press Radio Publishing Audiovisual El Pais Cinco Dias Magazines 100% 100% 100% Union Radio 73.5% Grupo Santillana 75% Media Capital Sogecable 65% 100% Digital+ Telecinco 56% Digital 18.3% As Le Monde 75% 15% VME 12% 100% Corporate Structure - Pro Forma for Pending Minori
Slide 53: Appendix C: Digital+ in Depth
AppendiceC:Digital+inDepth
Slide 54: Business Overview
55 USA Portugal Spain One of the main production companies in Spain/Portugal (100% MediaCapital) AUDIOVISUAL 312% 56% Pay TV Distribution Pay TV Channels Free TV Channels 18% Mobile ( ) Internet (plus.es, cuatro.com. tvi.iol.pt, telecinco.es...) 65% Ownership BusinessOverview >> THE LEADING TV MEDIA
Slide 55: Market Leader with Large Growth Potential
MarketLeaderwithLargeGrowthPotential Pay TV in Spain remains significantly under-penetrated (27%) compared to the US and other European peers Considerable growth potential in value added services such as PVR, HD and Multiroom Strong differentiation through exclusive content both in Exclusive Premium
Slide 56: Value Added Services Penetration Strategy
ValueAddedServicesPenetrationStrategy Increasing Customer Retention through Improved Offerings and Pricing Model Drive PVR Penetration HD Rollout Strategy iPlus marketing started in 2007 New iPlus pricing model: monthly lease versus sale Since May 2010, users pay €5 or €10 instead of buying the iPlu
Slide 57: Market Penetration Potential
MarketPenetrationPotential Service Penetration Upside Market Penetration Upside Source: BskyB results Dec.09 / Digital+ Dec.09 & Aug.10 Additional Addressable Markets Platforms Subscribers (1Q10) Outstanding content and production provides distribution opportunities in current and future telecom's s
Slide 58: Accelerated Strategy Implementation
AcceleratedStrategyImplementation Strategy Results Multidistribution Agreements with Telco Operators Date Type May 2010 Bundle (DTH) May 2010 Wholesale Agreement (cable) August 2010 Bundle and wholesale Agreement (DTH) Multi-distribution strategy still in early stages these relationships have so far
Slide 59: Strategy Impact: Customer and ARPU Growth
StrategyImpact:CustomerandARPUGrowth Sustaining ARPU Addressing Customer Churn Soccer war had significant impact on ARPU mix. Income is now transitioning from PPV into subscription revenue, as (Canal+ Liga channel replaces main PPV fixtures). Launched in 2010, Canal Liga already has 800,000 subscrib
Slide 60: Audiovisual Results
AudiovisualResults Revenue EBITDA Revenue from the sale of audiovisual rights and programs decreased by 33.4% from 2008 to 2009, from €347.8 million to €231.7 million. This decrease was due primarily to the negative impact of a change in the soccer marketing model at Sogecable Until June 2009, Sogec
Slide 61: Recent Developments
Recent Developments On March 15th, 2010, Madrid's court No. 36 ruled in favor of the claim of AVS against Mediapro: ruling that Mediapro must pay €105 million and must return football-broadcast rights to AVS Barcelona's Mercantile Court No. 7 approved Mediapro's filling for insolvency. This court ha
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