Exhibit (c)(4)
Draft Working Materials - Subject to Change STRICTLY CONFIDENTIAL Project Galaxy Board of Directors Discussion Materials June 14th, 2016
Confidential information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information.
Draft Working Materials - Subject to Change Table of Contents 1. Executive Summary 2 2. Preliminary Saturn Standalone Perspectives 7 3. Preliminary Luna Transaction Overview 14 4. Preliminary Transaction Overview 24 Appendix 31 1
Confidential information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information.
Draft Working Materials - Subject to Change Section 1 Executive Summary
Draft Working Materials - Subject to Change Process Update Saturn has received two proposals for a potential acquisition of the Company: A cash and stock proposal from Luna JCM, who controls 33% of the vote of Saturn, has expressed strong desire to see a deal announced in short order As a reminder, Luna controls just under 15% of the vote in Saturn Both Luna are working to be in a position to announce a potential transaction as soon as possible Luna is finishing diligence, negotiating the merger agreement, and working hard to get financing commitments in place 3
Confidential information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information.
Draft Working Materials - Subject to Change Saturn Offer Comparison Saturn @ Market Current Value of Luna Offer Luna @ 3.0% ($mm, unless indicated) @ Market Discount Current Acquiror Stock Price: $21.25 $21.25 Exchange Ratio 0.566x 0.566x 2 Stock Per Share $12.03 $11.67 Cash Per Share $20.00 $20.00 Price / Total Offer Value Per Class A Share ($) $26.01 $32.03 $31.67 Implied Premium to Current Class A Price of $26.01 - 23.1% 21.7% Implied Premium to 30-Day VWAP of $26.74 (2.7%) 19.8% 18.4% Equity Value1 2,687 3,381 3,343 Plus: Net Debt & Other 1,096 1,096 1,096 Enterprise Value 3,783 4,477 4,439 Metric ($mm) Implied Multiples EV / EBITDA (Pre-SBC) CY 2016E EBITDA - Management Case 490 7.7x 9.1x 9.1x CY 2017E EBITDA - Management Case 543 7.0x 8.3x 8.2x CY 2016E EBITDA - Research Case 466 8.1x 9.6x 9.5x CY 2017E EBITDA - Research Case 521 7.3x 8.6x 8.5x EV / EBITDA (Post-SBC) CY 2016E EBITDA - Management Case 460 8.2x 9.7x 9.7x CY 2017E EBITDA - Management Case 511 7.4x 8.8x 8.7x CY 2016E EBITDA - Research Case 435 8.7x 10.3x 10.2x CY 2017E EBITDA - Research Case 490 7.7x 9.1x 9.1x Source: Saturn management projections as of June 2016, public company filings, Wall Street research Note: Prices as of June 13, 2016 1) Includes 93.5mm Series A and 9.9mm Series B shares; for purpose of calculating equity value, 10% premium is applied to Series B shares 2) Discount of non voting to voting shares, please see page 35 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 $164mm; JCM has 4.4mm 4 shares of Luna common stock for a total voting stake of 2.9%, economic stake of 2.9% and a value of $94mm 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 4.6% and a value of $122mm
Confidential information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information.
Draft Working Materials - Subject to Change Comparison of Offers Luna $20.00 per share in cash + 0.566x shares of Luna implies $31.67 per share (based on Luna Monday closing share price of $21.25)1 As part of the transaction, Luna will Price / Value recapitalize its shares into voting and non-voting structure Consideration received by Saturn A shareholders will be in the form of non-voting stock ~ 63% cash / 37% non-voting stock 10% premium and voting stock to Class B B Counter: $22.00 in cash + 0.623x shares of Luna voting stock PF Saturn ownership of 27.1% pre-equity raise and 24.4% post-equity raise Resulting in PF net leverage of ~5.6x pre-equity raise excluding synergies and ~4.9x Consideration including synergies3 Post-equity raise PF net leverage of ~5.3x excluding synergies and ~4.7x including synergies3 Expect to need $500mm of equity financing (terms, timing and structure still need to be worked through ideally we would want a backstopped commitment on the equity) Tax Treatment Taxable to shareholders Financing Expect fully committed financing; but papers Certainty still TBD 4-6 months (US) - TBD whether Canadian Timing to Close restructuring has any implications to timing Note: 1) Assumes 3% discount for non-voting stock 5 2) Based on current prices as of market close on June 13, 2016 3) Leverage excludes production loans; EBITDA excludes startup cost adjustments which would add an additional ~0.4x
Confidential information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information.
Draft Working Materials - Subject to Change Comparison of Offers (cont.) Luna Key Considerations Timing to complete 3 5 days Statutory approval to create new class of non-voters (66-2/3% of present/voting) Buyer NYSE vote (majority of present/voting) Stockholder MOM vote likely required to create non-Approval voting stock Luna offered expenses for naked no vote/market fee for rec pull Open: Requested RBF if vote fails Statutory stockholder approval (majority of voting power) Saturn MOM vote TBD Stockholder Approval Voting agreement requested from JCM Voting agreement from MHR and Luna requested HSR: Second request possible, but ultimately should go through (may attract interest of FTC) Low risk of business restrictions as Regulatory condition to approval FCC: [Approval for CIC of uplink license but should not present a problem TBD] 6
Confidential information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information.
Draft Working Materials - Subject to Change Section 2 Preliminary Saturn Standalone Perspectives
Draft Working Materials - Subject to Change Saturn Trading Update Summary Trading Valuation (as of 6/13/2016) Research Analyst Price Targets ($mm, unless indicated) Saturn currently trades at a 15.7% discount to the average Current Share Price @ Market ($)1 $26.01 analyst price target Fully Diluted Shares2 103.4 Equity Value 2,687 Current Class A Target Avg.: Plus: Debt @ 3/31/16 1,131 Price: $26.01 $30.85 Less: Cash @ 3/31/16 (10) Less: Market Value of Equity Investments (25) Deutsche Bank (04/29/16) $47.00 Enterprise Value 3,783 EV / (Management Case) Metric ($mm) Multiple FBN Securities (04/29/16) $35.38 CY 2016E EBITDA (Pre-SBC) 490 7.7x CY 2017E EBITDA (Pre-SBC) 543 7.0x Evercore ISI (06/13/16) $33.00 CY 2016E EBITDA (Post-SBC) 460 8.2x CY 2017E EBITDA (Post-SBC) 511 7.4x Pivotal Research Group LLC $32.00 (04/29/16) Leverage Statistics Net Debt / 2016E EBITDA 2.3x Goldman Sachs (04/29/16) $30.00 Credit Ratings BB / Ba2 Recent Stock Price Performance Macquarie (05/02/16) $28.00 Period Saturn Luna S&P 500 220 % of 52-Week High 56.0% 51.7% 97.7% 1-Month (5.3%) 4.6% ( 0.7% 200 Drexel Hamilton LLC (04/29/16) $27.50 6-Month (21.0%) (36.5%) 2.8% 180 1-Year (37.2%) (41.7%) ( (1.4%) 2-year (9.0%) (21.0%) ( 7.4% 160 Morgan Stanley (04/29/16) $27.00 140 120 7.4% 100 (9.0%) FBR Capital Markets (04/29/16) $26.00 ( 80 ( 60 CM Research (03/14/16) $22.57 6/13/2014 12/13/2014 6/13/2015 12/13/2015 6/13/2016 Saturn Luna S&P 500 Source: Saturn management ons as of June 2016, Public company filings, Wall Street research, FactSet $0.00 $10.00 $20.00 $30.00 $40.00 $50.00 Notes: 1) Based on A and B shares, blended based on proportion of shares outstanding in each class 8 2) Based on fully diluted shares using treasury stock method; consists of 98.4mm basic shares outstanding, 10.8mm in-the-money options (at WAEP of $18.95), and 1.0mm RSUs
Confidential information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information.
Draft Working Materials - Subject to Change Saturn Projected Financials1 Fiscal Year Ended December 31, '15A-'20E ($mm) 2015A 2016E 2017E 2018E 2019E 2020E CAGR Management Case (as of June 2016) 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% Sensitivity Case 1,700 1,660 1,749 1,828 1,890 1,955 2.8% Revenue % Growth - (2.3%) 5.3% 4.5% 3.4% 3.4% Research Case2 1,700 1,694 1,707 1,723 1,739 1,755 0.6% % Growth - (0.4%) 0.8% 0.9% 0.9% 0.9% Management Case (as of June 2016) 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% Sensitivity Case 462 450 503 572 593 614 5.9% EBITDA % Growth - (2.4%) 11.6% 13.9% 3.6% 3.6% % Margin 27.1% 27.1% 28.7% 31.3% 31.4% 31.4% Research Case2 462 466 521 558 563 568 4.2% % Growth - 0.8% 12.0% 7.0% 0.9% 0.9% % Margin 27.2% 27.5% 30.5% 32.4% 32.4% 32.4% Source: Saturn management projections, Wall Street research 9 1) EBITDA shown pre stock based compensation 2) Research case represents research projections through 2018E and extrapolation thereafter (revenue growth and EBITDA margin held constant post 2018E)
Draft Working Materials Draft Working Materials Draft Working Materials Draft Working Materials - Subject to Change Selected Publicly Traded Companies Company Closing Price 6/13/2016 % of 52-Week High Market Cap ($mm) Enterprise Value ($mm) EV / EBITDA1 2016E 2017E '16E-'18E CAGR Revenue EBITDA Walt Disney $97.57 79.9% 160,709 180,306 10.0x 9.6x 5.1% 4.8% Time Warner Inc. $73.13 80.1% 58,932 78,160 9.2x 8.6x 5.5% 7.1% Fox $28.91 83.3% 55,168 59,372 8.2x 7.5x 5.6% 8.4% Viacom $41.24 60.2% 16,679 28,120 7.3x 7.1x 2.6% 3.0% Discovery Communications $25.97 74.3% 15,939 23,048 9.3x 8.9x 5.9% 5.4% Scripps Networks $62.89 91.9% 8,154 11,922 8.3x 8.0x 4.3% 3.5% AMC Networks $60.05 68.9% 4,470 6,821 7.6x 7.2x 5.6% 3.1% Mean 8.6x 8.2x Median 8.5x 8.3x Saturn @ Market Management Case2 $26.01 55.8% 2,687 3,783 7.7x 7.0x 4.8% 11.8% Sensitivity Case 8.4x 7.5x 4.9% 12.7% Research Case 8.1x 7.3x 0.9% 9.5% Saturn @ Offers Based on Management Case2 Luna Offer @ 3.0% Discount $31.67 68.0% 3,343 4,439 9.1x 8.2x Offer at Fixed Ex. Ratio 9.0x 8.1x Offer at Fixed Price 9.4x 8.5x Source: Public company filings, Wall Street research Notes: 1) EBITDA shown pre stock based shown pre stock based shown pre stock based shown pre stock based shown pre stock based shown pre stock based shown pre stock based shown pre stock based shown pre stock based shown pre stock based shown pre stock based shown pre stock based shown pre stock based compensationcompensationcompensation compensation compensationcompensation compensationcompensation 2) Based on Saturn management plan as of June 2016
Confidential information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information.
Draft Working Materials - Subject to Change Saturn Discounted Cash Flow Analysis Based on Management Case1,2 Based on Saturn management plan as of June 2016 Fiscal Year Ended December 31, ($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 DCF Equity Value Per Share Present Value of Terminal Value 3,223 Present Value of Enterprise 4,467 LTM Terminal EBITDA Multiple Less: Net Debt & Other (1,096) WACC 7.00x 7.25x 7.50x 7.75x 8.00x Present Value of Equity 3,371 8.75% $30.99 $31.98 $32.98 $33.97 $34.95 Shares 104.6 9.00% 30.63 31.61 32.60 33.58 34.55 Price Per Share $32.22 9.25% 30.27 31.24 32.22 33.19 34.15 9.50% 29.92 30.88 31.85 32.81 33.77 9.75% 29.57 30.52 31.48 32.43 33.38 Source: Historical and projected financial information per Saturn management Notes: 11 1) Assumes mid-year convention, discounted back to 3/31/16; based on balance sheet as of 3/31/16 (net debt of $1,121mm), equity in affiliates of $25mm 2) Based on Saturn management plan as of June 2016
Draft Working Materials - Subject to Change Saturn Discounted Cash Flow Analysis – Based on Sensitivity Case(1,2) Fiscal Year Ended December 31, ($mm) 9 Mos '16E 2017E 2018E 2019E 2020E EBITDA (Before SBC) 363 503 572 593 614 Less: Stock Based Compensation (22) (31) (30) (34) (35) Less: Depreciation & Amortization (18) (24) (26) (25) (26) EBIT 323 448 517 534 553 Less: Taxes @ 35% (113) (157) (181) (187) (194) After-Tax EBIT 210 291 336 347 360 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 223 307 297 295 302 Present Value of Cash Flows 1,162 Present Value of Terminal Value 3,026 Present Value of Enterprise 4,188 Less: Net Debt & Other (1,096) Present Value of Equity 3,092 Shares 104.1 Price Per Share $29.69 DCF Equity Value Per Share LTM Terminal EBITDA Multiple WACC 7.00x 7.25x 7.50x 7.75x 8.00x 8.75% $28.53 $29.46 $30.40 $31.34 $32.27 9.00% 28.19 29.11 30.04 30.97 31.89 9.25% 27.85 28.77 29.69 30.60 31.52 9.50% 27.52 28.43 29.34 30.24 31.15 9.75% 27.20 28.09 28.99 29.89 30.78 Source: Historical and projected financial information per Saturn management Notes: 1) Assumes mid-year convention, discounted back to 3/31/16; based on balance sheet as of 3/31/16 (net debt of $1,121mm), equity in affiliates of $25mm 2) Sensitivity Case assumes $40mm reduction in revenue flowing through EBITDA
Draft Working Materials - Subject to Change Saturn Discounted Cash Flow Analysis – Based on Research Case(1,2) Fiscal Year Ended December 31, ($mm) 9 Mos '16E 2017E 2018E 2019E 2020E EBITDA (Before SBC) 349 521 558 563 568 Less: Stock Based Compensation (22) (31) (30) (34) (35) Less: Depreciation & Amortization (18) (24) (26) (25) (26) EBIT 309 466 502 504 507 Less: Taxes @ 35% (108) (163) (176) (176) (178) After-Tax EBIT 201 303 326 328 330 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 214 319 287 275 272 Present Value of Cash Flows 1,121 Present Value of Terminal Value 2,800 Present Value of Enterprise 3,921 Less: Net Debt & Other (1,096) Present Value of Equity 2,825 Shares 103.6 Price Per Share $27.26 DCF Equity Value Per Share LTM Terminal EBITDA Multiple WACC 7.00x 7.25x 7.50x 7.75x 8.00x 8.75% $26.18 $27.06 $27.92 $28.79 $29.66 9.00% 25.87 26.73 27.59 28.45 29.30 9.25% 25.55 26.41 27.26 28.11 28.96 9.50% 25.24 26.09 26.93 27.78 28.61 9.75% 24.94 25.77 26.61 27.45 28.28 Source: Historical and projected financial information per Saturn management Notes: 13 1) Assumes mid-year convention, discounted back to 3/31/16; based on balance sheet as of 3/31/16 (net debt of $1,121mm), equity in affiliates of $25mm 2) Research case represents research revenue and EBITDA projections through 2018E and extrapolation thereafter; FCF items based on Saturn management plan
Draft Working Materials - Subject to Change Section 3 Preliminary Luna Transaction Overview
Draft Working Materials - Subject to Change Overview of Luna Proposal Luna Proposal ¦ Class A consideration: $20.00 in cash per share 0.566x shares of newly created Luna non-voting common stock ¦ Class B consideration: 10% premium relative to Saturn Class A for each component of the offer • $22.00 in cash per share • 0.623x shares of newly created Luna non-voting common stock ¦ ~63% cash consideration and ~37% stock consideration Value of Offer @ 3.0% Discount Class A Class B Cash $20.00 $22.00 Stock $11.67 $12.83 Total $31.67 $34.83 Source: Based on Saturn management projections as of June 2016, company filings Note: 1) Assumes equity raised at current Luna price of $21.25 2) Excludes production loans 3) Adjusting Luna EBITDA for startup costs, leverage excluding synergies would be 6.1x pre-equity raise and 5.3x post-equity raise; leverage including synergies would be 5.7x pre-equity raise and 5.0x post-equity raise Pro Forma Ownership Class A Class B Luna Offer Exchange Ratio 0.566x 0.623x Saturn Shares Today 94.7 9.9 Luna Shares in Saturn 2.1 2.6 Saturn Shares Acquired 92.6 7.3 New Luna Shares Issued to Saturn Shareholders 52.4 4.5 Shares Ownership Excl. Equity Raise (mm) (%) Current Fully Diluted Luna Shares Oustanding 153 72.9% New Shares Issued to Saturn 57 27.1% Pro Forma Shares Oustanding 210 100.0% Shares Ownership Incl. $500mm Equity Raise(1) (mm) (%) Current Fully Diluted Luna Shares Oustanding 153 65.5% New Shares Issued to Saturn 57 24.4% New Shares Issued in Equity Raise based on Luna Current Price of $21.25 24 10.1% Pro Forma Shares Oustanding 233 100.0% Pro Forma Luna Leverage Luna Current Net Debt @ 3/31/2016(2) 788 Saturn Current Net Debt @ 3/31/2016 1,121 Cash Consideration Paid to Saturn 2,012 Transaction Costs (preliminary and subject to change) 125 Pro Forma Net Debt 4,047 Less: Cash Proceeds from Equity Raise (500) Implied Pro Forma Net Debt 3,547 Luna CY 2016E EBITDA (incl. equity income)(3) 229 Saturn CY 2016E EBITDA 490 Pro Forma CY 2016E EBITDA 719 Implied Pro Forma Net Leverage (Pre-Equity Raise & Excluding Synergies) 5.6x Implied Pro Forma Net Leverage (Post-Equity Raise & Excluding Synergies) 4.9x Implied Pro Forma Net Leverage (Pre-Equity Raise & Including $40mm of Synergies) 5.3x Implied Pro Forma Net Leverage (Post-Equity Raise & Including $40mm of Synergies) 4.7x 15
Draft Working Materials - Subject to Change Preliminary Transaction Financing Structure Luna will require ~$4bn of new capital commitment to finance the proposed transaction Overview of Current Capital Structure Luna(1) Estimated Amount Breakage Tranche ($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 Term Loan 391 Apr-20 L+150-225 Yes -Senior Notes 677 Sep-19 5.00% 101.95 Yes 7 Cap Leases 63 No - Total 1,131 7 Sources & Uses Sources Sources $mm New 6-Year Bank Debt @ L+[300] 2,605 New 8-Year Notes @ [7.00%] 850 New Equity(2) 500 Luna Equity Issues to Saturn Shareholders 1,210 Total 5,165 Uses Uses $mm Saturn Equity Purchased With Cash 2,012 Saturn Equity Purchased With Stock 1,174 Luna Senior Notes 225 Luna Term Loan 400 Luna Revolver 161 Saturn Term Loan 391 Saturn Senior Notes 677 Transaction Costs 125 Total 5,165 Source: Bloomberg Note: 1) Excludes production loans 2) Assumes equity raised at current Luna price of $21.25 16
Draft Working Materials - Subject to Change Luna Snapshot Summary Trading Valuation (as of 6/13/2016) ($mm, unless indicated) Share Price @ Market ($) Equity Value Plus: Net Debt @ 3/31/16(2) Plus: Minority Interests @ 3/31/16 Less: Equity Investments @ 3/31/16(3) Gross Enterprise Value Less: Value of Tax Attributes(4) Adj. Enterprise Value Metric Gross EV / ($mm) Multiple FY 2016A EBITDA (Pre-SBC) 118 29.6x FY 2017E EBITDA (Pre-SBC) 192 18.2x FY 2016A EBITDA (Post-SBC) 40 86.9x FY 2017E EBITDA (Post-SBC) 106 33.0x Leverage(5) Net Debt / FY 2017E EBITDA Net Debt / FY 2017E EBITDA (Adjusted for Startup Costs) Credit Ratings Top 10 Shareholders in Luna Mkt Value Holder Name Shares ($mm) MHR 30.2 643 Capital Research & Manag. Co. (World Investors) 8.8 188 Fidelity 8.5 180 Capital Research & Manag. Co. (Global Investors) 7.8 167 The Vanguard Group 7.4 158 Naya Capital Management UK Ltd. 5.4 116 Discovery Communications 5.0 106 Liberty Global 5.0 106 Kornitzer 4.6 JCM 4.4 Top 10 Holders 87.2 1,856 FY 2016A Revenue Breakdown ($mm) $21.25 FY 2016A Revenue by FY 2016A Revenue by 3,250 Segment Geography 788 91 (634) 3,495 (769) $670, $797, 2,726 29% 34% Adjusted Multiple 23.1x $1,678, $1,550, 14.2x 71% 66% 67.8x 25.7x Motion Pictures United States 3.1x Television Production Other 4.8x - / Ba3 FY 2016A Contribution Breakdown ($mm) % OS 19.8% 5.8% 5.5% $104, 5.1% 36% 4.8% 3.6% 3.3% 3.3% $184, 3.0% 64% 2.9% 57.0% Motion Pictures Television Production Source: Public company filings, Wall Street research Notes: converts; based on 147.2mm basic shares outstanding, 16.0mm in-the-money options outstanding (at WAEP of $23.83) and 1.6mm RSUs 2) Net debt excludes the value of production loans 3) Equity in affiliates assumes Epix valued at 10.0x multiple based on assumed 2016E EBITDA of $104mm, implying a $322mm value for Luna’s 31% stake; assumes TVGN valued at cost of $125mm; Defy 17 Media / Celestial Tiger stakes valued at $65mm; Saturn stake based on market prices 4) Includes net present value of difference between Luna actual tax rate given Canadian incorporation vs. peer normalized tax rate, incorporating value of existing NOLs 5) Includes equity income for leverage purposes
Draft Working Materials - Subject to Change Luna LTM Stock Price Performance Stock Performance (as of 6/13/2016) Period Luna S&P 500 % of 52-Week High 51.7% 97.7% $55.00 1-Month 4.6% 0.7% 3-Month (10.8%) 2.9% November 10, 2015, August 7, 2015, Luna Liberty Global and 6-Month (36.5%) 2.8% reports better than Discovery each acquire expected results amid 1-Year (41.7%) (1.4%) a 3.4% stake in Luna & November 23, 2015, weak cable network Luna misses revenue Mockingjay Part 2 earnings environment February 4 & 5, 2016, and EBITDA earnings opens to $101mm, – Stock up 6.4% to Luna announces that it is May 26, 2016, $45.00 $57mm less than – Stock up 2.2% to $37.61 in merger discussions Luna announces $39.83 Catching Fire –Stock down 0.2% to with Saturn / Luna misses Stronger than $35.00 EBITDA estimates by 50% expected earnings – Stock down 27.2% to – Stock up 7.6% to $18.53 $21.26 $35.00 (1.4%) $25.00 (41.7%) $15.00 6/13/2015 8/13/2015 10/13/2015 12/13/2015 2/13/2016 4/13/2016 6/13/2016 Luna S&P 500 Source: FactSet 18 Note: S&P 500 indexed to Luna share price
Draft Working Materials - Subject to Change Luna Research Analyst Price Targets Luna currently trades at a 26.1% discount to the average analyst price target Current: $21.25 Target Avg.: $28.75 Topeka (05/27/16) $40.00 Argus Research Corp (06/06/16) $34.00 Bernstein (06/03/16) $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 (05/27/16) $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 (06/13/16) $23.00 Cowen (06/13/16) $22.00 $0.00 $10.00 $20.00 $30.00 $40.00 $50.00 19 Source: Wall Street research Buy Rating Hold Rating Sell Rating
Draft Working Materials - Subject to Change Luna Financial Projections – Per Luna Fiscal Year Ended March 31, CAGR ($mm) 2016A 2017E 2018E 2019E '16A-'19E 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 15.2% % Growth - 21.5% 5.4% 19.5% 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 (incl. equity gains) 162 251 264 348 17.8% % Growth - 54.5% 5.1% 32.1% % Margin 6.9% 8.8% 8.8% 9.7% EBITDA (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 126 155 172 202 14.1% % Growth - 23.2% 11.3% 17.1% Levered Free Cash Flow 70 93 115 152 27.7% % Growth - 32.5% 22.9% 32.6% 20 Note: Per Luna management
Draft Working Materials - Subject to Change Luna EBITDA Bridge ($mm) 251 26 33 192 86 2017 106 65 41 1 2 EBITDA as Equity Income Gain on Sale EBITDA Pre-SBC SBC EBITDA Post-SBC Startup Costs EBITDA Post-SBC reported by Luna & Startup Costs 264 23 20 220 85 2018 136 46 90 1 2 EBITDA as Equity Income Gain on Sale EBITDA Pre-SBC SBC EBITDA Post-SBC Startup Costs EBITDA Post-SBC reported by Luna & Startup Costs 348 47 301 49 0 252 9 243 2019 1 2 EBITDA as Equity Income Gain on Sale EBITDA Pre-SBC SBC EBITDA Post-SBC Startup Costs EBITDA Post-SBC reported by Luna & Startup Costs Source: Luna management Note: FY2017 EBITDA does not adjust for $20mm of non-cash Pilgrim and $65mm of start-up costs to the extent diligence shows to be non-recurring 21 1) EBITDA Pre-SBC includes income from Epix, POP Network, and various other minority equity investment gains and losses 2) Start-up costs of $64.9mm in 2017E, $45.7mm in 2018E and $8.7mm in 2019E
Draft Working Materials - Subject to Change Value of Luna Offer – Sensitivity on Luna Stock Price Luna Stock Price $15.00 $16.00 $17.00 $18.00 $19.00 $20.00 $21.25 $22.00 $23.00 $24.00 $25.00 % Premium / (Discount) to Current Price: (29.4%) (24.7%) (20.0%) (15.3%) (10.6%) (5.9%) 0.0% 3.5% 8.2% 12.9% 17.6% Exchange Ratio 0.566x 0.566x 0.566x 0.566x 0.566x 0.566x 0.566x 0.566x 0.566x 0.566x 0.566x Value of Stock Portion Per Share (post 3% discount) $8.24 $8.78 $9.33 $9.88 $10.43 $10.98 $11.67 $12.08 $12.63 $13.18 $13.73 Value of Cash Portion Per Share $20.00 $20.00 $20.00 $20.00 $20.00 $20.00 $20.00 $20.00 $20.00 $20.00 $20.00 Value of Offer Pre-Synergies $28.24 $28.78 $29.33 $29.88 $30.43 $30.98 $31.67 $32.08 $32.63 $33.18 $33.73 PV of Cost Synergies ($mm)(1) 295 295 295 295 295 295 295 295 295 295 295 PV of Tax Synergies ($mm)(1) 586 586 586 586 586 586 586 586 586 586 586 PV of Synergies ($mm)(1) 881 881 881 881 881 881 881 881 881 881 881 Saturn PF Ownership (incl. Equity Raise) (2) 24.4% 24.4% 24.4% 24.4% 24.4% 24.4% 24.4% 24.4% 24.4% 24.4% 24.4% PV of Synergies to Saturn Shareholders ($mm) 215 215 215 215 215 215 215 215 215 215 215 Saturn Shares Outstanding @ Offer (mm)(3) 100 100 100 100 100 100 100 100 100 100 100 Synergies per Saturn Share $2.15 $2.15 $2.15 $2.15 $2.15 $2.15 $2.15 $2.15 $2.15 $2.15 $2.15 Value of Offer (Incl. Synergies) $30.39 $30.94 $31.49 $32.03 $32.58 $33.13 $33.82 $34.23 $34.78 $35.33 $35.88 % Premium to Current Class A Saturn Price: 16.8% 18.9% 21.0% 23.2% 25.3% 27.4% 30.0% 31.6% 33.7% 35.8% 37.9% % Premium to Saturn Midpoint DCF Value Per Share: Saturn Management Case DCF (5.7%) (4.0%) (2.3%) (0.6%) 1.1% 2.8% 5.0% 6.2% 7.9% 9.6% 11.4% Saturn Sensitivity Case DCF 2.4% 4.2% 6.1% 7.9% 9.8% 11.6% 13.9% 15.3% 17.2% 19.0% 20.9% Saturn Research Case DCF 11.5% 13.5% 15.5% 17.5% 19.5% 21.5% 24.1% 25.6% 27.6% 29.6% 31.6% Note: 1) Synergies are preliminary and subject to diligence; assumes $40mm in run rate cost synergies phased in 50% in 2017 and 100% in 2018 and beyond, net of $30mm 22 of integration costs; ~$57mm in annual tax savings 2) Assumes equity raised at current Luna price of $21.25 3) Excludes Saturn shares held by Luna
Draft Working Materials - Subject to Change Preliminary Liquidity Analysis – Subject to Further Diligence Calendar YE Dec. 31, ($mm, unless indicated) 2016 2017 2018 Saturn EBITDA 490 543 612 Luna EBITDA 229 260 327 EBITDA Synergies - 20 40 Total EBITDA 719 823 979 Less: Capex (37) (27) (20) Less: Investment in Film and TV, Net of Amort. (120) 75 (13) Less: Working Capital 70 (68) (97) Less: Other Adjustments (76) (80) (67) Unlevered Pre-Tax FCF 556 723 782 Less: Pro Forma Interest (170) (170) (170) Less: Pro Forma Taxes - - - Free Cash Flow 386 553 612 Less: Dividend (82) (86) (90) Post-Dividend Cash Flow 304 467 522 Ending Net Debt 3,507 3,039 2,517 Ending Net Leverage 4.9x 3.7x 2.6x Source / Preliminary Assumption Per Saturn management As reported by Luna management Subject to further diligence Per Luna and Saturn management plans Per Luna and Saturn management plans Per Luna and Saturn management plans Includes adjustments for acquisition related charges, restructuring, EMEs, start-up costs and gain on investments Based on preliminary financing structure as described on page 16 Assumes pro forma company pays no taxes through 2018 (subject to further diligence) Assumes same dividend per share issued to all pro forma shareholders 23
Draft Working Materials - Subject to Change Section 4 Preliminary Transaction Overview
Confidential information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information.
Draft Working Materials - Subject to Change Illustrative Transaction Summary 25
Confidential information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information.
Draft Working Materials - Subject to Change Snapshot 26
Confidential information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information.
Draft Working Materials - Subject to Change Research Analyst Price Targets 27 Source: Wall Street research Buy Rating Hold Rating Sell Rating
Confidential information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information.
Draft Working Materials - Subject to Change Financial Projections 28 Source: Public company filings, Wall Street research
Confidential information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information.
Draft Working Materials - Subject to Change Discounted Cash Flow Analysis(1) Fiscal Year Ended December 31, ($mm) 2016E 2017E 2018E 2019E 2020E EBITDA (Before SBC) Less: Stock Based Compensation Less: Depreciation & Amortization EBIT Less: Taxes @ 35% After-Tax EBIT Plus: D&A Less: Capex Less: (Increase) / Decrease in Working Capital Unlevered Free Cash Flows Present Value of Cash Flows DCF Equity Value Per Share Present Value of Terminal Value Present Value of Enterprise LTM Terminal EBITDA Multiple Less: Net Debt & Other WACC Present Value of Equity Shares Price Per Share Source: Wall Street research Notes: 29
Confidential information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information.
Draft Working Materials - Subject to Change Value of Fixed Exchange Ratio Offer – Sensitivity on Stock Price 30 Note:
Confidential information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information.
Draft Working Materials - Subject to Change Appendix Additional Reference Materials
Draft Working Materials - Subject to Change Side-by-Side Trading Analysis Saturn (3) Luna (4) ($mm, unless indicated) Class A Price ($)(1) $26.01 Fully Diluted Class A Shares 93.5 Class B Price ($)(1) $25.94 Fully Diluted Class B Shares 9.9 Blended Price ($) $26.00 $21.25 Fully Diluted Shares 103.4 153.0 Equity Value 2,687 3,250 Plus: Net Debt & Other(1) 1,096 245 Enterprise Value 3,783 3,495 Less: Value of Tax Attributes(2) - (769) Adj. Enterprise Value 3,783 2,726 Metric Metric Gross Adjusted ($mm) Mult ($mm) Mult Mult EV / CY 2016E EBITDA - Management Case(5) 490 7.7x 174 20.1x 15.7x CY 2017E EBITDA - Management Case(5) 543 7.0x 213 16.4x 12.8x CY 2016E EBITDA - Research Case(5) 466 8.1x CY 2017E EBITDA - Research Case(5) 521 7.3x Leverage Net Debt / 2016E EBITDA(6) 2.3x 3.3x '16E – '18E CAGRs Revenue 4.8% 12.4% EBITDA 11.8% 27.2% Analyst Price Targets High $35.38 $40.00 Average $30.85 $28.75 Premium to Current Price 15.7% 26.1% Low $22.57 $22.00 Source: Saturn management projections as of June 2016, public company filings, Wall Street research Note: prices as of June 13, 2016 1) For Luna, equity in affiliates assumes Epix valued at 10.0x multiple based on assumed 2016E EBITDA of $104mm, implying a $322mm value for Luna’s 31% stake; assumes TVGN valued at cost of $125mm; Defy Media / Celestial Tiger stakes valued at $65mm; Saturn stake based on market prices 2) Includes net present value of difference between Luna actual tax rate given Canadian incorporation vs. peer normalized tax rate, incorporating value of existing NOLs 3) JCM has 0.1mm shares of Class A Saturn stock and 6.2mm shares of Class B Saturn stock for a total voting stake of 33.1%, economic stake of 6.1% and a value of $164mm; 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 $94mm 4) Luna has 2.1mm shares of Class A Saturn stock and 2.6mm shares of Class B Saturn stock for a total voting stake of 15.0%, economic stake of 4.6% and a value of $122mm 32 5) EBITDA shown pre stock based compensation 6) For Luna leverage purposes, EBITDA includes equity income from affiliates
Confidential information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information.
Draft Working Materials - Subject to Change FY 2017E Plan Comparison March 2016 Plan June 2016 Plan Difference (New - Old) ($mm) ($ Value) (% Value) Revenue Motion Pictures 1,938 1,874 (64) (3.3%) % Growth - - Television 1,016 979 (37) (3.7%) % Growth - - Total Revenue 2,954 2,853 (101) (3.4%) % Growth - - Gross Contribution Motion Pictures 298 267 (31) (10.4%) % Margin 15.4% 14.2% Television 128 116 (12) (9.6%) % Margin 12.6% 11.8% Total Gross Contribution 426 383 (43) (10.2%) % Margin 14.4% 13.4% % Growth - - EBITDA Reported by Luna (incl. equity gains) 302 251 (51) (17.0%) % Margin 10.2% 8.8% % Growth - - Source: Luna management 33 Note: 1) Other revenue and cost items not shown
Draft Working Materials - Subject to Change Discounted Cash Flow Analysis of Luna Synergies(1) Fiscal Year Ended December 31, ($mm) 2017E 2018E 2019E 2020E Synergies 20 40 40 40 % Growth nm 100.0% 0.0% 0.0% Less: Integration Costs (10) (20) 0 0 EBIT (post-integration costs) 10 20 40 40 Less: Taxes @ 20.0% (2) (4) (8) (8) After-Tax EBIT 8 16 32 32 Tax Synergies 57 57 57 57 Total FCF from Synergies 65 73 89 89 % Growth nm 12.3% 21.9% 0.0% Discounted Free Cash Flows 58 59 66 60 NPV of Terminal Value 637 Total Synergy DCF Value 881 Saturn Value Per Share of DCF Synergies Annual Run-Rate Cost Synergies WACC 30 35 40 45 50 9.00% $2.09 $2.18 $2.28 $2.37 $2.47 9.25% 2.03 2.12 2.21 2.31 2.40 9.50% 1.97 2.06 2.15 2.24 2.33 9.75% 1.92 2.01 2.09 2.18 2.27 10.00% 1.87 1.95 2.04 2.12 2.21 Sensitivity of DCF Synergy Value Annual Run-Rate Cost Synergies WACC 30 35 40 45 50 9.00% 854 894 933 972 1,011 9.25% 830 868 906 944 982 9.50% 807 844 881 918 955 9.75% 786 821 857 893 929 10.00% 765 800 834 869 904 Source: Synergies per Saturn and Luna management 34 1) Assumes mid-year convention, discounted back to 3/31/16; assumes 9.50% WACC and 0.0% PGR
Draft Working Materials - Subject to Change Analysis of Premiums For Voting vs. Non-Voting Shares Company Structure Current 6 Month Avg 1 Year Avg 3 Year Avg 5 Year Avg Alphabet No Vote / Low Vote (1.8%) (2.5%) (3.2%) na na CBS No Vote / Low Vote (6.5%) (7.9%) (7.7%) (3.2%) (2.5%) Discovery Communications No Vote / Low Vote (3.4%) (3.3%) (4.7%) (6.2%) (7.6%) Liberty Braves No Vote / Low Vote (2.6%) na na na na Liberty Global No Vote / Low Vote (2.2%) (2.9%) (4.5%) (5.5%) (6.4%) Liberty Interactive Low Vote / High Vote (0.2%) (0.1%) (0.1%) 0.6% 1.4% Liberty Media No Vote / Low Vote (1.7%) (2.3%) (2.3%) (2.3%) (2.3%) Liberty Sirius No Vote / Low Vote (1.2%) na na na na Meredith Corporation Low Vote / High Vote (6.8%) (6.1%) (6.4%) (3.4%) (3.1%) Twenty-First Century Fox, Inc. No Vote / Low Vote (0.6%) (0.5%) (0.3%) 1.4% 0.5% Viacom No Vote / Low Vote (10.4%) (7.8%) (4.7%) (1.3%) (3.5%) Mean (3.4%) (3.7%) (3.8%) (2.5%) (2.9%) Median (2.2%) (2.9%) (4.5%) (2.7%) (2.8%) High (0.2%) (0.1%) (0.1%) 1.4% 1.4% Low (10.4%) (7.9%) (7.7%) (6.2%) (7.6%) 35 Source: FactSet
Draft Working Materials - Subject to Change Luna Production Slate Update Film(1) Total Gross Title Release Date ($mm) Power Rangers March ‘17 -Boo! A Madea Halloween October ’16 -Deepwater Horizon September ’16 -The Wild Life September ’16 -Out Kind of Traitor July ’16 -Now You See Me 2 June ’16 $45.8 The Divergent Series: Allegiant March ’16 $177 Gods of Egypt February ’16 $142 The Hunger Games: Mockingjay November ’15 $653 Part 2 The Divergent Series: Insurgent March ’15 $297 The Hunger Games: Mockingjay November ’14 $755 Part 1 Divergent March ’14 $289 Now You See Me May ’13 $352 The Hunger Games: Catching November ’13 $865 Fire The Hunger Games March ’12 $694 Television Title Seasons Comment Mad Men 7 Finished FY15 Nurse Jackie 7 Finished FY15 Breakout hit, renewed for S4. Orange Is The 3 Probably another 3 – 4 seasons to New Black come Renewed for S4 (Sep-15). Decline in Nashville 3 average rating (S3: 1.34 vs. S2: 1.5). S2 ratings also declined over its run Renewed for S2 with good reviews. Manhattan 1 WGN series i.e. less premium Renewed for S2. E! network series The Royals 1 i.e. less premium Anger 2 Cancelled. 100 episodes aired Management Houdini 1 Mini-series, not repeating Ascension 1 Mini-series, not repeating ¦ Appears to be weakening TV production slate, although we note we have not seen development slate ¦ Loss of AMC (Mad Men) and Showtime (Nurse Jackie) titles, which have been replaced by less premium basic cable series and miniseries ¦ Mad Men and Nurse Jackie still expected to provide ongoing library value to Luna at a strong margin Source: Company filings, Box Office Mojo 36 Note: 1) Includes domestic and international box office sales through Sunday June 12, 2016
Draft Working Materials - Subject to Change Luna Detailed Financial Projections (Fiscal Year) Fiscal Year Ended March 31, CAGR ($mm) 2013A 2014A 2015A 2016A 2017E 2018E 2019E '13A- Motion Pictures 2,329 2,183 1,820 1,678 1,874 1,913 2,404 % Growth - (6.3%) (16.6%) (7.8%) 11.7% 2.1% 25.7% Television Productions 379 447 580 670 979 1,094 1,188 % Growth - 18.0% 29.5% 15.6% 46.1% 11.8% 8.6% Revenue 2,708 2,630 2,400 2,347 2,853 3,007 3,592 (4. % Growth - (2.9%) (8.8%) (2.2%) 21.5% 5.4% 19.5% Direct Operating Expenses Motion Pictures (1,078) (981) (828) (874) (911) (884) (1,103) % of Segment Revenue 46.3% 44.9% 45.5% 52.1% 48.6% 46.2% 45.9% Television (313) (388) (488) (532) (837) (929) (990) % of Segment Revenue 82.5% 86.8% 84.2% 79.4% 85.6% 84.9% 83.3% Direct Operating Expenses (1,391) (1,369) (1,316) (1,407) (1,749) (1,813) (2,093) % of Revenue 51.3% 52.1% 54.8% 59.9% 61.3% 60.3% 58.3% Distribution and Marketing Motion Pictures (788) (710) (543) (619) (680) (697) (825) % of Segment Revenue 33.8% 32.5% 29.8% 36.9% 36.3% 36.5% 34.3% Television (30) (30) (36) (39) (30) (35) (35) % of Segment Revenue 8.0% 6.6% 6.2% 5.9% 3.0% 3.2% 2.9% Distribution and Marketing (818) (740) (579) (658) (710) (733) (860) % of Revenue 30.2% 28.1% 24.1% 28.0% 24.9% 24.4% 23.9% Gross Contribution Motion Pictures 464 492 450 184 267 279 361 % Margin 19.9% 22.5% 24.7% 11.0% 14.2% 14.6% 15.0% Television 36 30 55 104 116 135 170 % Margin 9.4% 6.6% 9.5% 15.5% 11.8% 12.3% 14.3% Total Gross Contribution 500 521 505 288 383 414 531 % Margin 18.4% 19.8% 21.0% 12.3% 13.4% 13.8% 14.8% General and Administrative (216) (247) (254) (256) (277) (279) (279) Plus: SBC 48 72 82 79 86 85 49 Other Add Backs - - 53 51 59 43 47 EBITDA (incl. equity gains) 332 346 385 162 251 264 348 (21. % Growth - 4.4% 11.2% (57.8%) 54.5% 5.1% 32.1% % Margin 12.2% 13.2% 16.0% 6.9% 8.8% 8.8% 9.7% EBITDA (excl. equity gains) 335 321 332 111 192 220 301 (30. % Growth - (4.0%) 3.4% (66.6%) 73.0% 14.7% 36.7% % Margin 12.4% 12.2% 13.9% 4.7% 6.7% 7.3% 8.4% Source: Public company filings, Wall Street research 37 1) Fiscal years 2017E 2019E based on Luna estimates 2) Other revenue and cost items not shown
Draft Working Materials - Subject to Change Saturn / Luna Historical Exchange Ratio 1.400x Favors Saturn 1.300x 1.224x 1.200x 1.100x 1.106x Exchange 1.000x Ratio Current 1.224x 1-Month Average 1.262x 0.900x 3-Month Average 1.251x 6-Month Average 1.178x 1-Year Average 1.106x Favors 0.800x Luna 0.700x 6/13/2015 10/13/2015 2/13/2016 6/13/2016 Exchange Ratio (Saturn Share Price / Luna Share Price) 1-Year Avg. Source: FactSet 38 Note: Assumes 100% stock transaction
Draft Working Materials - Subject to Change Saturn / Historical Exchange Ratio Source: FactSet 39 Note: Assumes 100% stock transaction
Confidential information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information.
Draft Working Materials - Subject to Change 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.