emerging trends in media deals, challenges and opportunities

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Discussion includes: The Entertainment, Media and Communications (“EMC”) space has become immensely complex, constantly changing and hyper-competitive. Our panel of experts comprised of an investment banker, a deal and bankruptcy lawyer, a valuation expert, and EMC executives will examine current EMC trends and transactional opportunities, both healthy and distressed, as well as provide tips and strategies for getting deals done. MAJOR TOPICS: Current media trends: Where is the growth? Changing markets Television, www, geographic trends Programming, format and distribution / legacy infrastructure Value of content v. “dead” libraries Valuation trends and outlook for the future Traditional model is broken: distressed opportunities Observations on recent distressed EMC transactions Getting a distressed deal done: legal landscape and structure Credit bidding In- or out-of-court restructuring 363 Sales Assignments for the Benefit of Creditors Discussions with lenders: pre- and post-petition EMC-specific issues to consider Capitalization, financing and transactional issues Selected case studies

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  • 1. EMERGING TRENDS IN MEDIA DEALS: CHALLENGES AND OPPORTUNITIESModerator: Alexander B. Kasdan, Managing Director, DelMorgan & Co. Expert Panel: Neil Morganbesser, Co-Founder, President & CEO, DelMorgan & Co. David S. Kupetz, Member, SulmeyerKupetz Michael Corrigan, Founder, Foyle River Entertainment, Media Executive Roy Salter, Senior Managing Director, FTI Consulting Gary Marenzi, Founder & President, Marenzi Associates

2. Alexander B. Kasdan is a Managing Director at DelMorgan & Co. He has more than twenty years of investment banking, real estate, corporate law and corporate strategy experience. Mr. Kasdan has executed over 100 domestic and cross-border transactions totaling more than $10 billion in overall volume in a variety of industries. Prior to joining DelMorgan, Mr. Kasdan founded Convergence Capital Partners, LLC, a boutique investment banking advisory and real estate investment firm and was an investment banker at Barrington Associates, Peter J. Solomon Company, Credit Suisse First Boston and Merrill Lynch.100 Wilshire Blvd. Suite 750 Santa Monica, CA 90401 (310) 980-1718 www.delmorganco.com ak@delmorganco.comMr. Kasdan practiced law with OMelveny & Myers LLP (formerly OSullivan Graev & Karabell LLP) and Paul, Hastings, Janofsky & Walker LLP (formerly Battle Fowler LLP), where he specialized in mergers and acquisitions, private equity and corporate finance transactions. In addition, Mr. Kasdan served as Corporate Counsel in charge of business development at Schlumberger Ltd., a global oilfield and information services company. Mr. Kasdan graduated magna cum laude from Middlebury College with a B.A. degree in Economics and Italian and was elected to Phi Beta Kappa during his junior year. In addition, he holds a J.D. degree from Columbia University Law School and has studied at the University of Florence in Italy. Mr. Kasdan is admitted to the Bar in the State of New York. Mr. Kasdan is a Senior Advisor to Governance and Transactions LLC, an advisory firm established in 2003 by Mr. James L. Gunderson, former Secretary and General Counsel of Schlumberger Limited, to assist boards, management and owners with corporate governance, compliance, structuring and strategic transactions. 1 3. Neil Morganbesser is co-Founder and President & CEO of DelMorgan & Co. where he provides senior leadership within the firm and helps oversee all client engagements. Mr. Morganbesser is also CEO of Globalist Capital LLC, DelMorgans broker-dealer affiliate. Mr. Morganbesser has over 20 years of experience providing financial and strategic advice to a full range of clients, including entrepreneurs, large corporations, governments, family businesses, private equity funds, and special committees of public companies. Mr. Morganbesser has been affiliated with some of the leading institutions in the world, and his experience ranges from representing the offshore owners in the sale of a small, private U.S. company for $10 million to representing the special committee of a large, public company in a $9 billion negotiated management buyout with a highly complex financial structure.100 Wilshire Blvd. Suite 750 Santa Monica, CA 90401 (310) 319-2000 nm@delmorganco.com www.delmorganco.comMr. Morganbesser has truly global experience with the most sophisticated transactions, across a broad range of industries and in a large number of jurisdictions, as the lead banker on a wide variety of transactional and other advisory assignments, including domestic and cross-border mergers, acquisitions, joint ventures, sales and divestitures, restructurings, special committee assignments, unsolicited acquisitions and hostile defense. With transactional experience in over 30 countries, Mr. Morganbesser has successfully advised on over 75 transactions. Until May 2008, Mr. Morganbesser was the head of West Coast and Asia Mergers & Acquisitions at Bear Stearns & Co., as a Senior Managing Director based in Los Angeles. Prior to joining Bear Stearns in May 2001, Mr. Morganbesser was an investment banker in the Mergers, Acquisitions and Restructuring Department at Morgan Stanley (in New York from 1993-1998 and in Los Angeles from 1998-2001). From 1990-1993, Mr. Morganbesser was a corporate and M&A attorney at the preeminent New York law firm of Wachtell, Lipton, Rosen & Katz. Mr. Morganbesser graduated with an A.B. magna cum laude in Applied Mathematics / Economics from Harvard University (Phi Beta Kappa) in 1986 and received his J.D. and M.B.A. degrees (Order of the Coif, with honors) from Stanford University in 1990.2 4. David S. Kupetz, a member of SulmeyerKupetz, specializes in troubled transactions, crisis avoidance consultation, workouts, restructurings, reorganizations, bankruptcies, receiverships, assignments for the benefit of creditors and other nonbankruptcy insolvency proceedings. He represents debtors (in restructurings and workouts and in chapter 11 reorganization cases), secured creditors, unsecured creditors' committees, assignees for the benefit of creditors, buyers/sellers of businesses/assets in distressed circumstances and other entities in insolvency and bankruptcy situations.333 South Hope Street 35th Floor Los Angeles CA 90071 (213) 617-5274 dkupetz@sulmeyerlaw.com www.sulmeyerlaw.comA sampling of clients represented by Mr. Kupetz includes: Care Enterprises, Inc. (debtor in possession); Ocean Pacific Sunwear, Ltd. (debtor in possession); County of Los Angeles (creditor); General Electric Capital Corporation (secured lender); Litton Industries, Inc. (creditor); Boston West, LLC (Boston Markets) (debtor in possession); ExxonMobil Corporation (creditor); Honda Trading Co. (creditor); CKE Restaurants (creditor); San Diego Television, Inc. (debtor in possession); South Bay Pizza, Inc. (debtor in possession); Transgo Corp. (unsecured creditors committees); Aura Systems, Inc. (out-ofcourt unsecured creditors committee); Snow Valley, LLC (debtor in possession); Gardenburger, Inc. (debtor in possession); eStyle, Inc. (debtor in possession); American Home (debtor in possession); No Fear Retail Stores, Inc. (debtor in possession); and Ventura Port District (chapter 9 debtor). His many articles on bankruptcyrelated subjects have been published in The Business Lawyer, Commercial Law Journal, IDEA: The Journal of Law and Technology, Journal of Bankruptcy Law and Practice, The Annual Survey of Bankruptcy Law, The Urban Lawyer, The Banking Law Journal, Los Angeles Lawyer, California Lawyer, Commercial Law Bulletin, Los Angeles Daily Journal, The Secured Lender, The Journal of Private Equity, The Journal of Corporate Renewal, Public Law Journal, Federal Lawyer and many other publications. Mr. Kupetz served as the author of Collier Commercial Bankruptcy Forms for many years and currently is the author of the Collier Handbook for Creditors' Committees. Mr. Kupetz is a frequent lecturer on reorganization and other insolvency topics. Mr. Kupetz was admitted to the California bar in 1986. He obtained his legal education at the University of California, Hastings College of the Law (J.D., 1986). 3 5. Foyle River Entertainment (310) 200-1005 mgcorrigan@mac.comMike Corrigan is the Founder of Foyle River Entertainment is an experienced Media Executive with more than twenty five years of extensive responsibilities in general management, operations, strategic planning, finance and administration in addition to serving on the boards of directors of both public and private companies. He has significant international and multicultural experience and is an accomplished turnaround and restructuring professional in addition to possessing considerable experience in new ventures. Corrigan is currently an advisor to a number of privately held entertainment entities and investors in the entertainment, media, sports and technology sectors. In addition to having served on a number of boards, Mike held a position of Senior EVP and CFO of Metro Goldwyn Mayer, Inc. Previously, he served as a senior partner in the Entertainment, Media and Communications practice at Price Waterhouse and holds the distinction of being the youngest partner admitted in the contemporary era. Mike holds LL.B. and BA degrees in Law from Trinity College, Dublin and Marist College Athlone.4 6. Roy A. Salter is a senior managing director at FTI Consulting based in Los Angeles. Mr. Salter is the global leader of the Valuation and Financial Advisory Services group. Mr. Salter has extensive experience across a broad range of industries in providing forecasting and strategic advisory support, fairness and solvency opinions; collateral valuation opinions; ASC 805 purchase price allocation and goodwill impairment opinions; ASC 820 portfolio valuations for private equity funds, hedge funds, banks and other capital market constituents; ASC 718 incentive compensation and cheap stock opinions; and ASU 2009-13 revenue recognition for multi element licensing arrangements; intangible asset valuations and dispute resolution. Mr. Salter joined FTI Consulting with its acquisition of Salter Group, a leading independent financial and strategic advisory firm, which he co-founded and that specialized in providing business and intangible asset valuations, financial opinions, financial and strategic analysis, forecasting and transaction support covering a broad spectrum of industries. 1840 Century Park East Prior to Salter Group, Mr. Salter served as a principal and managing director at Houlihan Lokey Suite 400 Howard & Zukin, where he established and co-managed the firm's global industry group Los Angeles, CA 90067 (310) 552-3774 practices, including entertainment and media, life sciences, telecom-media-technology and roy.salter@fticonsulting.com diversified industries. While there, Mr. Salter established and co-directed the operating methods www.fticonsulting.com associated with the firm's industry group practices. Mr. Sal

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