Moderator:

•  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

EMERGING TRENDS IN MEDIA DEALS:

CHALLENGES AND OPPORTUNITIES

1

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. Mr. Kasdan practiced law with O’Melveny & Myers LLP (formerly O’Sullivan 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.

100 Wilshire Blvd. Suite 750 Santa Monica, CA 90401 (310) 980-1718 www.delmorganco.com ak@delmorganco.com

2

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, DelMorgan’s 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. Mr. 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.

100 Wilshire Blvd. Suite 750 Santa Monica, CA 90401 (310) 319-2000 nm@delmorganco.com www.delmorganco.com

3

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 non‑bankruptcy 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. A 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-of-court 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 bankruptcy‑related 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).

333 South Hope Street 35th Floor Los Angeles CA 90071 (213) 617-5274 dkupetz@sulmeyerlaw.com www.sulmeyerlaw.com

4

Mike 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.

(310) 200-1005 mgcorrigan@mac.com

Foyle River Entertainment

5

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. Prior to Salter Group, Mr. Salter served as a principal and managing director at Houlihan Lokey Howard & Zukin, where he established and co-managed the firm's global industry group practices, including entertainment and media, life sciences, telecom-media-technology and diversified industries. While there, Mr. Salter established and co-directed the operating methods associated with the firm's industry group practices. Mr. Salter frequently lectures on a variety of corporate finance topics. Mr. Salter holds an M.B.A. from Loyola Marymount University and a B.S. in business administration, with an emphasis in business economics and investment management from California State University at Northridge.

1840 Century Park East Suite 400 Los Angeles, CA 90067 (310) 552-3774 roy.salter@fticonsulting.com www.fticonsulting.com

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Gary Marenzi is the founder and president of Marenzi & Associates, which provides strategic management advice and implementation for the media and entertainment industry. Current and recent clients include Starz Media, Dreamworks Animation, New Regency Productions, Media Rights Capital, Defy Media, The Chernin Group, Ed Pressman Films, Parsifal International, Shaftesbury Entertainment, Content Partners, Control Room, Common Sense Media and The Blade Runner Partnership. Mr. Marenzi most recently served as President of the Worldwide Television Group for Metro-Goldwyn-Mayer Studios Inc. (MGM), from 2007 until mid-2011. Prior to his appointment at MGM, Mr. Marenzi founded Marenzi & Associates in 2004. Some of Marenzi’s clients then included Lucasfilm Ltd, IMAX CorporaOon, Sinclair Broadcast Group, ProSieben/Sat1 Germany, TV 4 Sweden, TV 2 Norway, TV 2 Denmark, TeleFilms Argentina and Amedia Russia. For seven years, Mr. Marenzi was President of International Television for Paramount Pictures. During his tenure with Paramount, Mr. Marenzi generated several billion dollars in license fee revenue for Paramount with TV broadcasters and cable channels outside the U.S. Between 1992 and 1997, Mr. Marenzi served as President of the MGM Telecommunications Group, where he was responsible for all of MGM’s international television and worldwide pay television business activities. Mr. Marenzi currently serves on the Board of the Hollywood Radio & TV Society (HRTS), and is a past Executive Commitee/Board Member of the National Association of Television Program Executives (NATPE) and the Executive Commitee of the International Academy of Television Arts & Sciences (IATAS). Mr. Marenzi holds a B.A. and an M.B.A. degrees from Stanford University.

(310) 228-0439 gary@marenziassociates.com www.marenziassociates.com

Marenzi &Associates

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MAJOR TOPICS

•  Current media trends: o  Where is the growth? o  Changing markets o  Television, www, geographic trends o  Programming, format and distribution / legacy infrastructure o  Value of content v. “dead” libraries o  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

o  Credit bidding o  In- or out-of-court restructuring o  363 Sales o  Assignments for the Benefit of Creditors o  Discussions with lenders: pre- and post-petition

•  EMC-specific issues to consider •  Capitalization, financing and transactional issues •  Selected case studies

8

DISTRESSED TRANSACTIONS OVERVIEW: DAVID S. KUPETZ

I. Major Differences From Healthy Deals A.  Speed frequently is an important factor B.  Generally structured as an asset purchase (rather than a purchase of equity)

1.  Unwilling to assume all known debt 2.  Wary of becoming exposed to unknown or unquantifiable liabilities of target company

C.  Need professionals involved who are familiar with distressed transactions D.  Transactions generally accomplished through a cleansing process

II. Transaction Vehicles A.  Chapter 11

1.  363 sales 2.  Plans

B.  Assignment for the Benefit of Creditors ("ABC") C.  Receivership D.  Foreclosure E.  Acquisition or creation of secured debt frequently followed by foreclosure and/or use of one of the

other vehicles F.  Chapter 7 G.  Bulk sale

III. Credit Bidding A.  Philadelphia Newspapers B.  RadLAX C.  Fisker Automotive

9

DISTRESSED TRANSACTIONS OVERVIEW: DAVID S. KUPETZ IV. 363 sales A.  Procedures

1.  Stalking horse 2.  Overbids 3.  Break-up fee/expense reimbursement 4.  Auction

B.  Free and clear - 363(f) C.  Protection from fraudulent transfer and other claims/liabilities D.  Section 365 – executory contracts E.  Section 363(m) – good faith buyer protected against reversal on appeal F.  Override ipso facto provisions G.  Exclusivity arrangements - may have limited time for negotiation - but generally not allowed (at least

not beyond limited time) H.  Examples -- THQ (digital gaming company) (sale process slowed down a bit, allow for piecemeal

bids, Clearlake Capital was stalking horse), No Fear Retail Stores, Rhythm and Hues/Digital Domain (special effects companies)

I.  Section 363(n) – precluding/penalizing collusive bidding J.  DIP Financing

1.  New Lender 2.  Old Lender

a.  The "Dive" i.  admission of validity of liens ii.  no claims against lender/investigated

b.  Lender may drive urgency of sale process

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DISTRESSED TRANSACTIONS OVERVIEW: DAVID S. KUPETZ

V. Plans/plan sales -- recap/merger - exclusivity A.  Generally longer process - but may be prepackaged or pre-negotiated B.  Secured creditor right to credit bid. -- Radlax C.  Examples

1.  Gatehouse Media (large publisher of locally based print and outline media). a.  Prepackaged Chapter 11 (fall 2013) b.  Plan left unsecured creditors unimpaired c.  Secured creditors debt cancelled and received, at their election, new

shares or 40% each distribution d.  Old equity cancelled and received warrants in new stock

2.  Tribune Company a.  4th Amended Joint Plan confirmed effective December 31, 2012 b.  Securities issued to debt holders under Plan (primarily senior secured

creditors) c.  Unsecured creditors of subsidiary debtors paid cash

D.  Maybe less competition -- less jump ball (can potentially be structured to minimize or eliminate competition -- weigh against responsibility to maximize value/distributions)

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DISTRESSED TRANSACTIONS OVERVIEW: DAVID S. KUPETZ

VI. ABCs A.  Non-judicial B.  Prepackage transaction C.  Assignee serves a fiduciary to creditors D.  May be quicker/less expensive E.  May be able to avoid auction F.  No reps and warranties G.  Secured creditor consent needed H.  No court order I.  No section 365 J.  Ipso facto default provisions not eliminated as in bankruptcy case K.  Involuntary bk L.  Assignee has rights of lien creditor M.  Dot-com era vehicle of choice

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DISTRESSED TRANSACTIONS OVERVIEW: DAVID S. KUPETZ

VII. Intellectual Property – Section 365 A.  Executory Contracts – assumption, assumption and assignment, or rejection B.  IP Licenses generally considered to be executory contracts C.  Broad right of assumption and assignment restricted by section 365(c)

1.  If "applicable law" (applicable non-bankruptcy law, e.g., IP law) excuses counter party from accepting performance from or rendering performance to party other than debtor

2.  IP laws typically require that IP licensing arrangements be treated like "personal" contracts and, unless licensor consents, preclude performance by a party other than the original licensee

3.  Courts have applied inconsistently to in-bound IP licenses D.  Section 365(n)

1.  Protecting non-debtor licensees 2.  Does not explicitly apply to trademarks and most foreign IP 3.  Lubrizol decision led to enactment 4.  Sunbeam case (7th Cir. 2012) extended protection to out-bound trademark license

E.  Debtor may be able to sell free and clear of licenses under section 363(f) (case law is minimal and inconsistent)