Exhibit (c)(6) 

 STRICTLY CONFIDENTIAL Project Galaxy Presentation to the Board of Directors June 22(nd), 2016

 

 
 

 

Disclaimer This presentation has been prepared by LionTree Advisors LLC (“LionTree”) for the exclusive use of the board of directors of the party to whom LionTree delivers this presentation (together with its subsidiaries, the “Client”) using information provided by the Client and other publicly available information. LionTree has not independently verified the information contained herein, nor does LionTree make any representation or warranty, either express or implied, as to the accuracy, completeness or reliability of the information contained in this presentation. LionTree has not made an independent evaluation or appraisal of the assets and liabilities of the Client or any other person and has no obligation to evaluate the solvency of the Client or any other person. With respect to any financial projections and estimates included or referred to in this presentation, LionTree has assumed, based on advice of management of the Client, that they have been reasonably prepared in good faith on a basis reflecting the best currently available estimates and judgments of the management of the Client or another party to a potential transaction. There is no guarantee that any of these estimates or projections will be achieved. Actual results will vary from these estimates and projections and such variations may be material. Nothing contained herein is, or shall be relied upon as, a promise or representation as to the past or future. LionTree expressly disclaims any and all liability relating or resulting from the use of this presentation. LionTree undertakes no obligation to update or revise the accompanying material. This presentation has been prepared solely for informational purposes and is not to be construed as a solicitation or an offer to buy or sell any securities or related financial instruments. The Client should not construe the contents of this presentation as legal, regulatory, tax, accounting or investment advice or a recommendation. The Client should consult its own counsel, tax and financial advisors as to legal and related matters concerning any transaction described herein. LionTree’s role in any due diligence review is limited solely to performing such a review as it shall deem necessary to support its own advice and analysis and shall not be on behalf of the Client. This presentation does not purport to contain all of the information that the Client may require, and should not be considered a recommendation with respect to any transaction or other matter. No investment, divestment or other financial decisions or actions should be based solely on the information in this presentation. In the ordinary course of business, certain of LionTree’s employees and affiliates may hold or trade, for their own accounts and the accounts of their investors, securities of the Client, any other party to a transaction, or any of their affiliates and, accordingly, may at any time hold a long or short position in such securities. This presentation has been prepared on a confidential basis solely for the use and benefit of the board of directors of the Client and may not be disclosed or relied upon by any third party or used for any other purpose; provided that the Client and any of its employees, representatives, or other agents may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided to the Client relating to such tax treatment and tax structure. Distribution of this presentation to any person other than the Client and those persons retained to advise the Client, who agree to maintain the confidentiality of this material and be bound by the limitations outlined herein, is unauthorized. This presentation has not been prepared with a view toward public disclosure under applicable securities laws or otherwise, and this material must not be copied, reproduced, distributed or passed on to others at any time without the prior written consent of LionTree. 1 

 

 
 

 

Table of Contents 1. Executive Summary 3 2. Saturn Valuation Analysis 8 3A. Luna Valuation Analysis 13 3B. Pro Forma Valuation Analysis 17 Appendix 21 2 

 

 
 

 

Section 1 Executive Summary 

 

 
 

 

Transaction Summary ¦ Series A consideration comprised of $18.00 per share in cash + 0.6784x shares of Luna newly created non-voting stock ¦ As part of the transaction, Luna will recapitalize its shares into a voting and non-voting structure ¦ Implies ~57% cash / ~43% stock mix to Series A Consideration ¦ Series B consideration comprised of $7.26 per share in cash + 1.2643x shares of Luna stock (50% voting and 50% non-voting stock) ¦ Implies ~20% cash / ~80% stock mix to Series B ¦ Statutory approval to create new series of non-voting stock (66-2/3% of present/voting) ¦ NYSE vote (majority of votes cast) Buyer Stockholder ¦ MOM vote required to create non-voting stock (but not a condition to closing) Approval ¦ Luna offered fee for no vote/market fee for recommendation pull ¦ Voting agreement from MHR expected to be received ¦ Statutory stockholder approval (majority of voting power) Saturn ¦ Saturn offered market fee for termination for superior proposal/recommendation pull; no fee/expenses due for no vote Stockholder ¦ Voting agreement from JCM, Bennett and Luna requested (aggregate 34.9% voting cap) Approval If agreement terminated, JCM/Bennett to exchange Saturn shares; voting cap of 34.9% for 3 years unless agreement terminated for Saturn breach, no vote, superior proposal or recommendation pull ¦ Luna proposal is expected to be fully financed Financing ¦ Luna is financing the cash portion of the acquisition with up to $3,700mm of first lien senior secured credit facilities comprised of (i) a $1,900mm term loan B facility, (ii) a $1,000mm term loan A facility, (iii) an up to $1,000mm revolving credit facility (of which $150mm is expected to be drawn) as well as $650mm of bonds and/or bridge facility ¦ Luna no vote: $150mm Termination ¦ Luna recommendation pull and tail / Saturn superior proposal, recommendation pull and tail: $175mm Fees ¦ Luna financing failure: $250mm 4

 

 
 

 

 Luna Proposal Overview Value of Offer at Spot(1) Series A Series B Series B Non-Voting Voting Non-Voting @ 3.0% Discount @ No Discount @ 3.0% Discount Cash $18.00 $7.26 $7.26 Stock $13.52 $25.98 $25.20 Total $31.52 $33.24 $32.46 Value of Offer at 15-Trading Day VWAP(1) Series A Series B Series B Non-Voting Voting Non-Voting @ 3.0% Discount @ No Discount @ 3.0% Discount Cash $18.00 $7.26 $7.26 Stock $14.55 $27.95 $27.11 Total $32.55 $35.21 $34.37 Value of Offer at 30-Calendar Day VWAP(1) Series A Series B Series B Non-Voting Voting Non-Voting @ 3.0% Discount @ No Discount @ 3.0% Discount Cash $18.00 $7.26 $7.26 Stock $14.23 $27.34 $26.52 Total $32.23 $34.60 $33.78 Pro Forma Ownership Series A Series B Series B Non-Voting Voting Non-Voting Luna Offer Exchange Ratio 0.6784x 0.6321x 0.6321x Saturn Shares Today(2) 88.6 9.9 9.9 Less: Luna Shares in Saturn (2.1) (2.6) (2.6) Saturn Shares Acquired 86.5 7.3 7.3 New Luna Shares Issued to Saturn SHs 58.7 4.6 4.6 Shares Economic (mm) Own. (%) Current Fully Diluted Luna Shares Oustanding 153 66.4% New Shares Issued to Saturn SHs 78 33.6% Pro Forma Fully Diluted Shares Oustanding 231 100.0% Pro Forma Luna Leverage Luna PF Net Debt @ 3/31/16(3) 3,642 Less: Cash Flow from 3/31/16 - 12/31/16 (112) Pro Forma Net Debt @ 12/31/16 3,530 Luna CY 2016E EBITDA (incl. equity income) 229 Saturn CY 2016E EBITDA 490 Pro Forma CY 2016E EBITDA 719 Implied Pro Forma Net Leverage (Excluding Synergies) 4.9x Implied Pro Forma Net Leverage (Including Synergies)(4) 4.6x Source: Saturn projections per Saturn management, public company filings; Luna projections per Luna management, as reviewed by Saturn Note: 1) Based on Luna spot price as of 06/22/2016 of $20.55; Luna 15-trading day VWAP price as of 06/21/2016 of $22.11; Luna 30-calendar day VWAP price as of 06/21/2016 of $21.63 2) Based on fully diluted shares using treasury stock method; consists of 98.4mm basic shares outstanding, 9.8mm in-the-money options (at WAEP of $18.95), 0.8mm RSAs, and 0.3mm RSUs 5 3) Excludes production loans 4) Includes $52mm in run-rate cost synergies

 

 
 

 

 Sources & Uses Overview of Current Capital Structure Luna(1) Estimated Amount Breakage Tranche ($mm) Maturity Coupon Price Refi? Costs Senior Notes 225 Aug-18 5.25% 102.75 Yes 11 Term Loan 400 Mar-22 L+400 Yes 8 Revolver 161 Sep-17 L+250 Yes -Converts 60 Apr-18 1.25% 98.50 No - Total 846 19 Saturn Estimated Amount Breakage Tranche ($mm) Maturity Coupon Price Refi? Costs Revolver 391 Apr-20 L+150-225 Yes -Senior Notes 675 Sep-19 5.00% 101.95 Yes 7 Cap Leases 63 No - Total 1,129 7 Sources & Uses Sources Sources $mm Term Loan A 1,000 Term Loan B 1,900 Bonds 650 Revolver 150 Luna Equity Issued to Saturn Shareholders 1,355 Total Sources 5,055 Uses Uses $mm Saturn Equity Purchased With Cash 1,609 Saturn Equity Purchased With Stock 1,355 Cash to the Balance Sheet 114 Luna Senior Notes 225 Luna Term Loan 400 Luna Revolver 161 Saturn Revolver 391 Saturn Senior Notes 675 Breakage Costs 25 Transaction Costs 100 Total Uses 5,055 Note: 6 1) Excludes production loans

 

 
 

 

 Valuation Overview (At Spot) Saturn Series A @ Market(3,4) Luna Series A Offer(2) ($mm, unless indicated) Luna Current Stock Price $20.55 Series A Exchange Ratio 0.6784x Stock Per Share (Post 3.0% Discount) $13.52 Cash Per Share $18.00 Price / Offer Value Per Series A Share ($) $27.80 $31.52 Implied Premium to Current Series A Price of $27.80 - 13.4% Equity Value(1) 2,886 3,298 Plus: Net Debt & Other 1,101 1,101 Enterprise Value(1) 3,987 4,398 Metric ($mm) Implied Multiples EV / EBITDA (Pre-SBC) CY 2016E EBITDA 490 8.1x 9.0x CY 2017E EBITDA 543 7.3x 8.1x EV / EBITDA (Post-SBC) CY 2016E EBITDA 460 8.7x 9.6x CY 2017E EBITDA 511 7.8x 8.6x Source: Saturn management projections, public company filings Note: Prices as of June 22, 2016 1) Assumes Series B shares received the same consideration as the Series A shares; actual equity value and enterprise value are $3.31bn and $4.41bn, respectively 2) Assumes 3% discount of non-voting to voting shares (please see page 24 for detail) 3) JCM has 0.1mm shares of Series A Saturn stock and 6.2mm shares of Series B Saturn stock for a total voting stake of 33.1%, economic stake of 6.1% and a value of $175mm @ market; 7 JCM has 4.4mm shares of Luna common stock for a total voting stake of 2.9%, economic stake of 2.9% and a value of $91mm @ market 4) Luna has 2.1mm shares of Series A Saturn stock and 2.6mm shares of Series B Saturn stock for a total voting stake of 15.0%, economic stake of 4.5% and a value of $131mm @ market

 

 
 

 

 Section 2 Saturn Valuation Analysis

 

 
 

 

 Saturn Snapshot Summary Trading Valuation (as of 6/22/2016) ($mm, unless indicated) @ Market Series A Share Price $27.80 Fully Diluted Shares 94.0 Series B Share Price $27.71 Fully Diluted Shares 9.9 Blended Current Share Price @ Market ($)(1) $27.79 Fully Diluted Shares(2) 103.9 Equity Value 2,886 Plus: Debt @ 3/31/16 1,129 Less: Cash @ 3/31/16 (10) Less: Value of Equity Investments(3) (19) Enterprise Value 3,987 EV / Metric ($mm) Multiples CY 2016E EBITDA (Pre-SBC) 490 8.1x CY 2017E EBITDA (Pre-SBC) 543 7.3x CY 2016E EBITDA (Post-SBC) 460 8.7x CY 2017E EBITDA (Post-SBC) 511 7.8x Leverage Statistics Net Debt / 2016E EBITDA 2.3x Credit Ratings BB / Ba2 Stock Price Performance Saturn Selected Period Series A Luna Companies(4)S&P 500 200 % of 52-Week High 59.8% 50.0% 82.5% 98.0% 1-Month 6.0% 4.9% 0.7% 1.8% 3-Month 3.7% (6.1%) 1.0% 1.7% 180 6-Month (17.1%) (37.3%) (0.3%) 2.3% 1-Year (36.0%) (45.7%) (15.3%) (1.8%) 2-year (5.8%) (24.9%) 0.9% 6.2% 160 140 120 6.2% 100 0.9% (5.8%) 80 (24.9%) 60 6/22/2014 12/22/2014 6/22/2015 12/22/2015 6/22/2016 Saturn Series A Luna Selected Companies S&P 500 Source: Public company filings, financial projections per Saturn management, FactSet Notes: 1) Based on Series A and Series B shares, blended based on proportion of shares outstanding in each Series 2) Based on fully diluted shares using treasury stock method; consists of 98.4mm basic shares outstanding, 9.8mm A in-the-money options (at WAEP of $18.95), 0.8mm RSAs, and 0.3mm RSUs 3) Represents PlayCo investment @ book value 9 4) Includes Discovery Communications, Time Warner Inc., Scripps Networks Interactive, 21(st)Century Fox, CBS, The Walt Disney Company, AMC Networks, and Viacom

 

 
 

 

 Saturn Projected Financials Fiscal Year Ended December 31, '15A-'20E ($mm) 2015A 2016E 2017E 2018E 2019E 2020E CAGR Revenue Build Networks 1,324 1,389 1,484 1,561 1,623 1,688 5.0% % Growth - 4.9% 6.8% 5.2% 4.0% 4.0% Distribution 354 315 311 311 311 311 (2.5%) % Growth - (10.9%) (1.3%) 0.1% 0.0% 0.0% Animation 25 - - - - - - % Growth nm nm nm nm nm nm Other (3) (4) (7) (5) (5) (5) - Total Revenue 1,700 1,700 1,789 1,868 1,930 1,995 3.3% % Growth - 0.0% 5.2% 4.4% 3.3% 3.4% EBITDA (Pre-SBC) 462 490 543 612 633 654 7.2% % Growth - 6.2% 10.7% 12.9% 3.3% 3.4% % Margin 27.1% 28.8% 30.3% 32.8% 32.8% 32.8% 10 Source: Per Saturn management

 

 
 

 

 Selected Publicly Traded Companies % of Equity Enterprise EV / Closing Price 52-Week Value (1) Value EBITDA (2) '16E-'18E Company 6/22/2016 High ($mm) ($mm) 2016E 2017E Revenue Walt Disney $98.79 80.9% 162,738 183,863 10.2x 9.7x 5.2% Time Warner Inc. $72.44 79.3% 58,365 77,986 9.2x 8.6x 5.5% Fox $28.92 83.3% 55,187 59,491 8.3x 7.6x 5.6% CBS $53.65 91.7% 24,882 32,440 8.9x 8.7x 2.5% Viacom $44.03 64.3% 17,795 29,235 7.8x 7.5x 2.7% Discovery Communications $25.99 74.4% 16,057 23,008 9.3x 8.9x 5.9% Scripps Networks $63.42 92.7% 8,224 12,660 8.8x 8.5x 4.3% AMC Networks $58.49 67.1% 4,354 6,904 7.6x 7.2x 5.1% Mean 8.8x 8.3x 4.6% Median 8.9x 8.5x 5.2% Saturn @ Market $27.80 59.8% 2,886 3,987 8.1x 7.3x 4.8% Saturn @ Offer (based on spot) $31.52 67.8% 3,298 4,398 9.0x 8.1x Source: Public company filings, Wall Street research, Saturn projections per Saturn management Notes: 1) Based on fully diluted shares outstanding using treasury stock method; if applicable, convertible debt treated on an as-if converted basis, with appropriate dilutive impact to shares outstanding for in the money converts 11 2) EBITDA multiples shown pre-SBC

 

 
 

 

Saturn Discounted Cash Flow Analysis(1) Fiscal Year Ended December 31, ($mm) 9 Mos '16E 2017E 2018E 2019E 2020E EBITDA (Before SBC) 363 543 612 633 654 Less: Stock Based Compensation (22) (31) (30) (34) (35) Less: Depreciation & Amortization (18) (24) (26) (25) (26) EBIT 323 488 557 574 593 Less: Taxes @ 35% (113) (171) (195) (201) (208) After-Tax EBIT 210 317 362 373 386 Plus: Depreciation and Amortization 18 24 26 25 26 Less: Capex (22) (19) (13) (20) (21) Plus: Amortization of Programming Rights 443 605 599 619 639 Less: Program Rights Payments (256) (267) (310) (321) (331) Plus: Amortization of Investments in Films and TV Programs 100 145 146 151 156 Less: Investments in Film and TV Programs (323) (429) (434) (449) (464) Less: (Increase) / Decrease in Working Capital and Other 53 (43) (52) (57) (63) Unlevered Free Cash Flows 223 333 323 321 328 Present Value of Cash Flows 1,244 Present Value of Terminal Value 3,223 Present Value of Enterprise 4,467 Less: Net Debt & Other (1,101) Present Value of Equity 3,366 Shares 104.7 Price Per Share $32.14 DCF Equity Value Per Share LTM Terminal EBITDA Multiple WACC 7.00x 7.25x 7.50x 7.75x 8.00x 8.75% $30.91 $31.91 $32.90 $33.89 $34.87 9.00% 30.55 31.54 32.52 33.50 34.47 9.25% 30.20 31.17 32.14 33.12 34.08 9.50% 29.84 30.81 31.77 32.73 33.69 9.75% 29.50 30.45 31.40 32.35 33.31 Source: Projected financial information per Saturn management Notes: 12 1) Assumes mid-year convention, discounted back to 3/31/16; based on balance sheet as of 3/31/16 (net debt of $1,120mm), equity in affiliates of $19mm

 
 

 

Section 3A Luna Valuation Analysis 

 

 
 

 

Luna Snapshot Summary Trading Valuation (as of 6/22/2016) ($mm, unless indicated) Share Price @ Market ($) $20.55 Fully Diluted Shares(1) 153.0 Equity Value 3,143 Plus: Net Debt @ 3/31/16(2) 788 Plus: Minority Interests @ 3/31/16 98 Less: Equity Investments @ 3/31/16(3) (808) Gross Enterprise Value 3,222 Less: Value of Tax Attributes(4) (576) Adj. Enterprise Value 2,646 Metric Gross Adjusted EV / ($mm) Multiple Multiple FY 2016A EBITDA (Pre-SBC) 111 29.0x 23.8x FY 2017E EBITDA (Pre-SBC) 192 16.8x 13.8x FY 2016A EBITDA (Post-SBC) 33 99.1x 81.4x FY 2017E EBITDA (Post-SBC) 106 30.4x 25.0x Leverage(5) Net Debt / FY 2017E EBITDA 3.1x Credit Ratings BB- / Ba3 Stock Price Performance Saturn Selected 200 Period Series A Luna Companies(6)S&P 500 % of 52-Week High 59.8% 50.0% 82.5% 98.0% 1-Month 6.0% 4.9% 0.7% 1.8% 180 3-Month 3.7% (6.1%) 1.0% 1.7% 6-Month (17.1%) (37.3%) (0.3%) 2.3% 1-Year (36.0%) (45.7%) (15.3%) (1.8%) 2-year (5.8%) (24.9%) 0.9% 6.2% 160 140 120 6.2% 100 0.9% (5.8%) 80 (24.9%) 60 6/22/2014 12/22/2014 6/22/2015 12/22/2015 6/22/2016 Saturn Series A Luna Selected Companies S&P 500 Source: Projections per Luna management, as reviewed by Saturn; public company filings Notes: 1) Based on fully diluted shares outstanding using treasury stock method; convertible debt treated on an as-if converted basis with appropriate dilutive impact to shares outstanding for in the money converts; based on 147.2mm basic shares outstanding, 16.1mm in-the-money options outstanding (at WAEP of $23.83) and 1.6mm RSUs 2) Net debt excludes production loans 3) Equity in affiliates assumes Epix valued at 9.0x FY 2016A operating income of $168mm, implying a $471mm value for Luna’s 31% stake; assumes TVGN, ATOM Tickets, and Tribeca Short List valued @ book value; Defy Media / Celestial Tiger stakes valued at $65mm; Saturn stake based on market prices 4) Includes net present value of difference between Luna cash tax rate given Canadian incorporation vs. peer normalized tax rate, incorporating value of existing NOLs 14 5) Includes equity income for leverage purposes 6) Includes Discovery Communications, Time Warner Inc., Scripps Networks Interactive, 21(st)Century Fox, CBS, The Walt Disney Company, AMC Networks, and Viacom 

 

 
 

 

Luna Financial Projections Fiscal Year Ended March 31, CAGR CAGR ($mm) 2016A 2017E 2018E 2019E 2020E 2021E '16A-'19E '16A-'21E Motion Pictures 1,678 1,874 1,913 2,404 12.7% % Growth - 11.7% 2.1% 25.7% Television 670 979 1,094 1,188 21.1% % Growth - 46.1% 11.8% 8.6% Revenue 2,347 2,853 3,007 3,592 3,435 3,457 15.2% 8.1% % Growth - 21.5% 5.4% 19.5% (4.4%) 0.6% Gross Contribution Motion Pictures 184 267 279 361 25.1% % Margin 11.0% 14.2% 14.6% 15.0% Television 104 116 135 170 17.7% % Margin 15.5% 11.8% 12.3% 14.3% Total Gross Contribution 288 383 414 531 22.6% % Margin 12.3% 13.4% 13.8% 14.8% EBITDA Pre-SBC (incl. equity gains) 162 251 264 348 364 363 17.8% 17.5% % Growth - 54.5% 5.1% 32.1% 4.4% (0.1%) % Margin 6.9% 8.8% 8.8% 9.7% 10.6% 10.5% EBITDA Pre-SBC (excl. equity gains) 111 192 220 301 25.2% % Growth - 73.0% 14.7% 36.7% % Margin 4.7% 6.7% 7.3% 8.4% Unlevered Free Cash Flow (pre-tax) 126 155 172 202 292 312 14.2% 19.9% % Growth - 23.2% 11.3% 17.1% 44.9% 6.7% Levered Free Cash Flow 70 93 115 152 27.7% % Growth - 32.5% 23.0% 32.5% 15 Note: Projections per Luna management, as reviewed by Saturn 

 

 
 

 

Luna Discounted Cash Flow Analysis(1) Fiscal Year Ended March 31, ($mm) 2017E 2018E 2019E 2020E 2021E Adjusted EBITDA (excl. equity gains) 192 220 301 317 316 Less: Stock Based Compensation (86) (85) (49) (49) (49) Less: Depreciation & Amortization (17) (18) (18) (17) (17) EBIT 89 117 234 250 249 Less: Taxes @ 15% (13) (18) (35) (38) (37) After-Tax EBIT 75 100 199 213 212 Plus: Depreciation and Amortization 17 18 18 17 17 Less: Capex (11) (7) (7) (7) (7) Less: Investment in Film and TV, Net of Amortization (70) 51 (34) (17) 0 Less: (Increase) / Decrease in Working Capital 78 (54) (49) (49) (49) Less: Start-up Costs and Other (51) (42) (9) 0 0 Unlevered Free Cash Flows 39 65 117 156 173 Present Value of Cash Flows 413 Present Value of Terminal Value 2,779 Present Value of Enterprise 3,193 Less: Net Debt & Other (78) Present Value of Equity 3,114 Shares 153.0 Price Per Share $20.36 DCF Equity Value Per Share LTM Terminal EBITDA Multiple WACC 13.00x 13.50x 14.00x 14.50x 15.00x 9.25% $19.49 $20.15 $20.82 $21.48 $22.14 9.50% 19.27 19.93 20.59 21.24 21.90 9.75% 19.06 19.71 20.36 21.01 21.66 10.00% 18.85 19.49 20.14 20.78 21.42 10.25% 18.65 19.28 19.92 20.55 21.18 Source: Projections per Luna management, as reviewed by Saturn Notes: 16 1) Assumes mid-year convention, discounted back to 3/31/16; based on balance sheet as of 3/31/16 (net debt of $788mm), equity in affiliates of $808mm and minority interest of $98mm; excludes value of operating losses which have been incorporated in the 15.0% tax rate 

 

 
 

 

Section 3B Pro Forma Valuation Analysis 

 

 
 

 

Pro Forma Financial Overview Calendar Year Ended December 31, CAGR ($mm) 2015A 2016E 2017E 2018E 2019E 2020E '15A-'20E Luna 2,360 2,726 2,968 3,446 3,474 3,452 7.9% % Growth - 15.5% 8.9% 16.1% 0.8% (0.7%) Saturn 1,700 1,700 1,789 1,868 1,930 1,995 3.3% Revenue % Growth - 0.0% 5.2% 4.4% 3.3% 3.4% Total Revenue 4,061 4,427 4,757 5,314 5,404 5,447 6.1% % Growth - 9.0% 7.5% 11.7% 1.7% 0.8% Luna 166 172 213 281 313 316 13.7% % Margin 7.0% 6.3% 7.2% 8.2% 9.0% 9.2% Saturn 462 490 543 612 633 654 7.2% EBITDA % Margin 27.1% 28.8% 30.3% 32.8% 32.8% 32.8% (Pre-SBC) Cost Synergies - - 52 52 52 52 Total EBITDA 628 662 808 945 998 1,022 10.2% % Margin 15.5% 15.0% 17.0% 17.8% 18.5% 18.8% Luna 18 13 8 7 7 7 % of Revenue 0.8% 0.5% 0.3% 0.2% 0.2% 0.2% Saturn 17 24 19 13 20 21 Capex % of Revenue 1.0% 1.4% 1.0% 0.7% 1.0% 1.0% Total Capex 35 37 27 20 27 28 % of Revenue 0.9% 0.8% 0.6% 0.4% 0.5% 0.5% Luna 148 159 205 274 306 309 15.8% % of Revenue 6.3% 5.8% 6.9% 7.9% 8.8% 9.0% Saturn 444 466 524 599 613 634 7.4% OpFCF % of Revenue 26.1% 27.4% 29.3% 32.1% 31.8% 31.8% Total Synergies - - 52 52 52 52 Total OpFCF 593 625 781 925 970 995 10.9% % of Revenue 14.6% 14.1% 16.4% 17.4% 18.0% 18.3% 18 Source: Saturn projections per Saturn management; Luna projections per Luna management, as reviewed by Saturn 

 

 
 

 

Discounted Cash Flow Analysis of Luna Synergies(1) Calendar Year Ended December 31, ($mm) 2017E 2018E 2019E 2020E Synergies 52 52 52 52 % Growth nm 0.0% 0.0% 0.0% Less: Integration Costs (20) (5) 0 0 EBIT (post-integration costs) 32 47 52 52 Less: Taxes @ 15.0% (5) (7) (8) (8) After-Tax EBIT 27 40 44 44 Tax Synergies 50 50 50 50 Total FCF from Synergies 77 90 94 94 % Growth nm 16.5% 4.7% 0.0% Discounted Free Cash Flows 69 73 70 64 NPV of Terminal Value 674 Total Synergy DCF Value(2) 951 Saturn Value Per Share of DCF Synergies Sensitivity of DCF Synergy Value WACC WACC 9.00% 9.25% 9.50% 9.75% 10.00% 9.00% 9.25% 9.50% 9.75% 10.00% $3.39 $3.29 $3.20 $3.12 $3.04 1,006 977 951 925 901 Source: Synergies per Saturn management 19 1) Assumes mid-year convention, discounted back to 3/31/16 2) Assumes 9.50% WACC and 0.0% PGR 

 

 
 

 

Pro Forma Discounted Cash Flow Accretion/(Dilution) Analysis – Series A Offer Saturn Status Quo DCF Equity Value / Share 2020E LTM Terminal EBITDA Multiple WACC 7.00x 7.25x 7.50x 7.75x 8.00x 8.75% $30.91 $31.91 $32.90 $33.89 $34.87 9.00% 30.55 31.54 32.52 33.50 34.47 9.25% 30.20 31.17 32.14 33.12 34.08 9.50% 29.84 30.81 31.77 32.73 33.69 9.75% 29.50 30.45 31.40 32.35 33.31 Luna DCF Enterprise Value 3,193 Saturn DCF Enterprise Value 4,467 Synergy DCF Value 951 Combined Pro Forma Enterprise Value 8,610 Less: Pro Forma Net Debt (@ 3/31/2016) (3,642) Plus: Other(1) 598 Combined Pro Forma Equity Value 5,566 Luna Pro Forma Fully Diluted Shares Outstanding 230.5 Implied Luna Pro Forma DCF Equity Value per Share $24.15 Saturn Series A Exchange Ratio 0.6784x Implied Saturn Share of PF DCF Equity Value per Share $16.38 Implied Cash Per Share $18.00 Total Value of Offer to Saturn $34.38 Standalone Saturn DCF Equity Value per Share $32.14 Accretion / (Dilution) 7.0% Saturn Share of Pro Forma DCF Equity Value + Cash Per Share 2020E LTM Terminal EBITDA Multiple WACC Low Mid High Low $33.75 $34.37 $35.00 $35.62 $36.24 33.45 34.07 34.68 35.30 35.91 Mid 33.16 33.77 34.38 34.99 35.60 32.88 33.48 34.08 34.69 35.29 High 32.60 33.20 33.79 34.39 34.98 Accretion to Standalone DCF WACC Low Mid High Low 9.2% 7.7% 6.4% 5.1% 3.9% 9.5% 8.0% 6.7% 5.4% 4.2% Mid 9.8% 8.4% 7.0% 5.7% 4.5% 10.2% 8.7% 7.3% 6.0% 4.7% High 10.5% 9.0% 7.6% 6.3% 5.0% Source: Based on Saturn projections per Saturn management and Luna projections per Luna management, as reviewed by Saturn Note: 20 1) Other includes the market value of Luna equity in affiliates and minority interest, excluding Luna’s current equity investment in Saturn; also includes value of Saturn investments 

 

 
 

 

Appendix Additional Reference Materials 

 

 
 

 

Saturn Current Analyst Price Targets Saturn currently trades at a 11.0% discount to the average analyst price target Current Series A Price: Target Avg.: $31.22 $27.80 Deutsche Bank (04/29/16) $47.00 FBN Securities (04/29/16) $35.38 Evercore ISI (06/12/16) $33.00 Pivotal Research Group LLC (04/29/16) $32.00 CLSA (05/02/16) $31.00 Goldman Sachs (04/29/16) $30.00 Macquarie (06/17/16) $30.00 Morgan Stanley (06/22/16) $29.00 Drexel Hamilton LLC (04/29/16) $27.50 FBR Capital Markets (04/29/16) $26.00 CM Research (03/14/16) $22.57 $0.00 $10.00 $20.00 $30.00 $40.00 $50.00 Source: Wall Street research Buy Rating Hold Rating Sell Rating 22 Note: Stock price targets as of June 22(nd) 

 

 
 

 

Luna Research Analyst Price Targets Luna currently trades at a 28.5% discount to the average analyst price target Current: $20.55 Target Avg.: $28.75 Topeka (05/27/16) $40.00 Argus Research Corp (06/06/16) $34.00 Bernstein (06/20/16) $34.00 Evercore ISI (06/12/16) $32.00 Wunderlich Securities (05/27/16) $32.00 Piper Jaffray (06/07/16) $30.00 B Riley & Co (06/13/16) $30.00 Jefferies (6/20/2016) $29.00 CM Research (03/14/16) $28.67 Barrington Research (06/06/16) $27.00 Pacific Crest Securities (06/07/16) $27.00 Macquarie (05/30/16) $27.00 J.P. Morgan (05/26/16) $26.00 Goldman Sachs (05/27/16) $24.00 FBR Capital Markets (06/05/16) $23.00 RBC Capital Markets (06/22/16) $23.00 Cowen (06/13/16) $22.00 $0.00 $10.00 $20.00 $30.00 $40.00 $50.00 Source: Wall Street research Buy Rating Hold Rating Sell Rating 23 Note: Stock price targets as of June 22(nd) 

 

 
 

 

Analysis of Premiums For Voting vs. Non-Voting Shares Company Structure Current 6 Month Avg 1 Year Avg 3 Year Avg 5 Year Avg Alphabet No Vote / Low Vote (1.8%) (2.4%) (3.1%) na na CBS No Vote / Low Vote (6.1%) (7.8%) (7.8%) (3.2%) (2.6%) Discovery Communications No Vote / Low Vote (4.4%) (3.3%) (4.6%) (6.1%) (7.5%) Liberty Braves No Vote / Low Vote (1.3%) na na na na Liberty Global No Vote / Low Vote (2.5%) (3.3%) (4.9%) (5.9%) (6.9%) Liberty Interactive Low Vote / High Vote 0.1% (0.1%) (0.1%) 0.6% 1.4% Liberty Media No Vote / Low Vote (1.3%) (2.2%) (2.2%) (2.2%) (2.2%) Liberty Sirius No Vote / Low Vote (1.0%) na na na na Meredith Corporation Low Vote / High Vote (6.1%) (6.3%) (6.5%) (3.5%) (3.1%) Twenty-First Century Fox, Inc. No Vote / Low Vote 0.9% (0.4%) (0.3%) 1.4% 0.5% Viacom No Vote / Low Vote (9.9%) (8.0%) (5.0%) (1.4%) (3.5%) Mean (3.0%) (3.7%) (3.8%) (2.5%) (3.0%) Median (1.8%) (3.3%) (4.6%) (2.7%) (2.8%) High 0.9% (0.1%) (0.1%) 1.4% 1.4% Low (9.9%) (8.0%) (7.8%) (6.1%) (7.5%) 24