naveen jeereddi - moi global · position, future operations, margins, profitability, liquidity and...
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Naveen JeereddiChief Executive Officer, Jeereddi Partners
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Appendix
December 2020
A Global Entertainment and Streaming Powerhouse
Disclaimer
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Information provided in this communication includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are subject to the safe harbors createdthereby. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “approximately,” “anticipate,” “believe,”“estimate,” “continue,” “could,” “expect,” “future,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will” and similar expressions. Thosestatements include, among other things, the discussions of the Company’s business strategy and expectations concerning its and the Company’s marketposition, future operations, margins, profitability, liquidity and capital resources, tax assessment orders and future capital expenditures. All such forward-lookingstatements are subject to risks and uncertainties that may cause actual results to differ materially from those that we are expecting, including, without limitation:our ability to successfully and cost-effectively source film content; the Company’s ability to achieve the desired growth rate of Eros Now, its digital over-the-top(“OTT”) entertainment service; our ability to maintain or raise sufficient capital; delays, cost overruns, cancellation or abandonment of the completion or releaseof the Company’s films; our ability to predict the popularity of its films, or changing consumer tastes; our ability to maintain existing rights, and to acquire newrights, to film content; our ability to successfully defend any future class action lawsuits we are a party to in the U.S.; anonymous letters to regulators or businessassociates or anonymous allegations on social media regarding the Company’s business practices, accounting practices and/or officers and directors; our abilityto recoup the full amount of box office revenues to which it is entitled due to underreporting of box office receipts by theater operators; our dependence on ourrelationships with theater operators and other industry participants to exploit the Company’s film content; our ability to mitigate risks relating to distribution andcollection in international markets; our ability to compete with other forms of entertainment; our ability to combat piracy and to protect our intellectual property;our ability to maintain an effective system of internal control over financial reporting; contingent liabilities that may materialize, our exposure to liabilities onaccount of unfavorable judgments/decisions in relation to legal proceedings involving the Company or its subsidiaries and certain of its directors and officers; ourability to successfully respond to technological changes; our ability to satisfy debt obligations, fund working capital and pay dividends; the monetary and fiscalpolicies of countries around the world, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices;our ability to address the risks associated with acquisition opportunities; risks that the ongoing novel coronavirus pandemic and its spread, and related publichealth measures, may have material adverse effects on our business, financial position, results of operations and/or cash flows; challenges, disruptions andcosts of the Merger and related transactions, integrating the Eros and STX businesses and achieving anticipated synergies, and the risk that such synergies willtake longer to realize than expected or may not be realized in whole or in part; the amount of any costs, fees, expenses, impairments and charges related to theMerger and related transactions; uncertainty as to the effects of the consummation of the Merger and related transactions on the market price of our A OrdinaryShares and/or the Company’s financial performance; and uncertainty as to the long-term value of the Company’s ordinary shares.
The forward-looking statements contained in this communication are based on historical performance and management’s current plans, estimates andexpectations in light of information currently available and are subject to uncertainty and changes in circumstances. There can be no assurance that futuredevelopments affecting the Company will be those that it has anticipated. Actual results may differ materially from these expectations due to changes in global,regional or local political, economic, business, competitive, market, regulatory and other factors, many of which are beyond the Company’s control. Should oneor more of these risks or uncertainties materialize or should any of the Company’s assumptions prove to be incorrect, the Company’s actual results may vary inmaterial respects from what the Company may have expressed or implied by these forward-looking statements. The Company cautions that you should not placeundue reliance on any of its forward-looking statements. Any forward-looking statement made by the Company in this communication speaks only as of the dateon which the Company makes it. Factors or events that could cause the Company’s actual results to differ may emerge from time to time, and it is not possiblefor the Company to predict all of them. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of newinformation, future developments or otherwise, except as may be required by applicable securities laws.
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Where Hollywood Meets Bollywood
Global studio with $2+ billion of worldwide box office over the past 5 years.
Uniquely positioned to meet growing demand for streaming video with preeminent platform.
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Eros International STX Entertainment
Global Streaming Opportunity
Unique Global Distribution Network
Premium Hollywood and Bollywood Content with Global Appeal
Leading Indian film studio and streaming service
One of the largest libraries of Indian films with multi-format rights to 3,000+ titles
Risk mitigated approach to film production with global, multi-channel monetization
Eros Now is the #1 streaming platform for Indian content (1) with digital rights to 12,000+ films, as well as thousands of music tracks and short-form content in 150+ countries
Eros Now has 36 mn paid subscribers and 212 mn registered users, as of September 30, 2020
Leading independent Hollywood studio –fastest to ever surpass $1 bn U.S. Box Office
IP with global appeal, featuring stars in signature roles (34 released films to date with $1.5bn+ global box office)
Global distribution network, with world-class strategic partners, and covering 150+
Existing content distribution deals with Netflix, Showtime, Hulu, Amazon, among others
Asset-light, capital efficient model, ~20% ROIC Model Film profile
Compelling Combination of Complementary Assets
(1) Based on size of streaming library.4
Scale
Combines first-class Hollywood and Bollywood management teams
New Board consistent with company’s commitment to prudent corporate governance practices
Best-in-class partnerships across the global media and technology landscape, including Apple, Microsoft, Amazon, and Google
Long-term and sustained financial commitment of founders group
$125 million incremental equity from new and existing STX equity investors, including TPG, Tencent, Hony Capital and Liberty Global
Well-capitalized, robust balance sheet, including a $350 million JP Morgan-led credit facility
Net debt as of August 1, 2020 was of $255 million, with total cash on hand of approximately $145 million; net debt at the end of fiscal 2021 expected to be $325 million, reflecting increased content production
Well Positioned to Create Long-Term Shareholder Value
Increased financial scale with over $600 million pro-forma revenue in calendar 2019
Projected to achieve over $300 million of highly predictable aggregated future revenue from STX films already released through 2019
Eros Now addressable market is ~1.5 – 2.0 billion people—a massive consumer opportunity
Capitalization
Shareholder Base
Leadership and
Governance
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Experienced Global Management Team with Strong Track Record
Unique Model to Scale Distribution Fast and Globally
Powered by Growth in Global Entertainment Markets
Featuring Leading Hollywood and Bollywood Talent
Well-Capitalized Balance Sheet Provides Strategic Flexibility
Generating Original Content to Meet Growing Global Demand
Strong & Strategic Rational for Combination
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3
4
1
5
6
2
Leading box office share in India, with over 30% box office market share over the past 10 years
36 of the 110 highest grossing Indian films over last 10 years
3,000+ film library and 12,000+ rights for digital distribution
33 film premieres on Eros Now in calendar 2021
To date, Eros Now has launched over 39 originals, including digital series and films, and over 5,900 short-form videos
13 new original series to debut on Eros Now in calendar 2021
Film Releases Episodic Content
Leading box office share among independent studios with 34 films released since inception
Robust production and acquisition pipeline targeting 8 theatrical releases per year
5 scripted and 6 unscripted shows in production
Deals in place with Showtime, Netflix, and Hulu, among others
Partners
Generating Original Content to Meet Growing Global Demand
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Powered by Growth in Global Entertainment Markets
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$11 $11
$2 $2
$9
$14
$21
$23
$42
$51
2019 2023E
Theatrical Market ($ billions)
$1,519$1,293
$33 $327
2014 2019
Traditional SVOD & AVOD
$1,620$1,552
1%
Original Shows Ordered($ billions)
$30 $24
$5 $13
$6
$19
2014 2019
Int'l SubscriptionDomestic SubscriptionGlobal Cable, DVD, etc.
Subscription vs. Transactional($ billions)
Source: PwC, Motion Picture Association
CAGR
2%
11%
5%
3%
CAGR
(5)%
28%
8%
31%
CAGR
77%
(4)%11%
ErosSTX is positioned to take advantage of and win market share in the fastest growing regions and segments of the global video entertainment market.
IndiaU.S. China RoW
$56
$41
11.6%2016-21E Growth
Uniquely Positioned to Target Fast Growing China Market
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(1) 2021E Chinese movie market defined by total box office revenue(2) National Committee of Film Development Fund
$10.7 BillionChinese Movie Market(1)
68,922Total Screens in 2019(2)
80,000+Screens Count by 2021
STX in China
Shanghai Film Group Corporation Fudan UniversityChina Film Group
Corporation
Eros in China
High Budget Indian Film Hit in China
Jackie ChanStarred in his
“Signature Role”
$45mm+China Box Office Gross
(Since Release)
#5Indian Film in China
Screen release in China (April 2019)
$47mm+ China Box Office Gross
(In First Four Weeks)
#3Indian Film in China
iQiyi Partnership
1,000+Indian language titles licensed to streaming
platform iQiyi
500mm+iQiyi Monthly Active Users
Partnerships
Successful U.S. / China Film Co-Production
• True partnership in development
• Co-production of Chinese content
• Co-finance globally relevant content
$81.2mmChina Box Office
A-Cinemascore
8.4 / 10Maoyan Score
“A prime example of an American / Chinese two-hander that will be a hit on both shores”
- Forbes
Co-Development Strategy
Partnerships
Access to the India – China co-production treaty provides a unique ability to enhance the release of motion pictures in the Chinese market.
STX’s global marketing and distribution network, covering 150+ territories, provides unique opportunity for rapid content proliferation and allows for a capital efficient, risk-mitigated approach to film-making.
Risk-Mitigated Project Financing
STXFinancial Charges
Cost of Production
$26
$7
$3
$14
$6
$2
FilmCost
Int'lSales
TaxCredits
CoFinance
STXEquity
Illustrative cost per model film(US$ in millions)
• Ability to maximize combined content value across our global output and distribution agreements• International sales from output agreements allow for a capital efficient, risk-mitigated approach to film-making
Distribution Partners Direct Distribution STX’s Distribution Network Covers
150+ Territories
(1) Multi-territory output deal with Amazon in Europe.
(1)
Partnership Model to Scale Distribution Quickly and Globally
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41%
20%
15%
5%
18%
12,000+Digital Film Rights
5,000+Into Perpetuity
(1) Based on size of streaming library.
(2) Represents % of total number of estimated films in Indian streaming library of ErosNow, Hotstar, Amazon Prime Video, Netflix and Zee5.
Rapidly Growing Eros Now Paid Subscribers
2.17.9
18.8
29.336.2
FY '17A FY '18A FY '19A FY '20A 2Q FY '21A
22%
16%
19%
16%
12%
2%12% 1%
Diverse Content Portfolio Across Indian Languages
Hindi
Bengali
Tamil
Malayalam
Kanada
Gujarati
Telugu
Marathi
Largest Indian Streaming Library (1) (2)
(in million; FY ends March 31)Targeting 50 mn paid subscribers by end of calendar 2022
Leverage STX’s U.S. and global content to supercharge Eros Now, largest global SVOD platform for Indian content (1), and uniquely position it for the global streaming opportunity.
150Countries (incl. India)
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Opportunity to Create a True Global Streaming Platform
2017–21 CAGR104%
2021 launch of ErosPrime, featuring Indian and English content, will drive subscriber & ARPU growth.
Merger created a global media companyUnique capability to develop, produce and distribute Bollywood and Hollywood premium content globally
and across all platforms
Robust pipeline of film and episodic content with multi-channel distributionUnique strategic and distribution partnerships globally, including Apple, Amazon, Microsoft,
NBCUniversal and YouTube
Well-capitalized balance sheet provides strategic flexibility$125 million of incremental equity raised recently; superior liquidity underpinned by a conservative
capital structure
Increased financial scale with significant growth opportunity Over $600 million of pro forma revenue in calendar year 2019 and targeting over $1 billion in fiscal 2023
Substantial merger-related synergy opportunities$50 million in cash synergies to be achieved by the end of fiscal 2022 on a run-rate basis
Key Takeaways
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Large and market-leading streaming platform#1 streaming platform for Indian content with 12k+ digital film rights; 36+ million Eros Now paying
subscribers and targeting 50+ million by December 2022
3-year Strategic & Shareholder Value Imperatives
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Enhance Balance Sheet & Operating Cash Flow
Recapitalize global debt structure Drive better cash conversion and visibility
Streamline Corporate Structure
Determine long-term strategy for Indian BSE/NSE public listing (EIML) Settle current Indian debt
Fully Monetize ErosNow Launch ErosPrime service Aggressively drive ARPU growth and roll-out advertising monetization Increase FY22 investment to maximize profit in FY23 and FY24
Drive Revenue & EBITDA Growth
$50 mn of cash synergies by end of FY22 on a run-rate basis FY22 revenue of $800 mn with a high-single digit EBITDA margin FY23 revenue over $1.0 bn, and operating cash flow of $100 mn
Enhance Investor Communications
Host a world-class Investor Day in first quarter of calendar 2021 Increase metric disclosure and visibility for shareholders Increase long-only, institutional shareholder ownership Expand sell-side analyst coverage
Identify Long-Term Strategic Partners
Achieve equity valuation comparable to digital media peers Form strategic partnerships to enhance growth and shareholder value
Current Financial Guidance
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(FY ends March 31)
Period Metric Guidance
FY21 Net Debt $325 mn (period-end)
Revenue Approximately $800 mn
EBITDA Margin High-single digits
Merger Cash Synergies $50 mn on run-rate basis by end of FY22
CY22 Eros Now Paid Subs 50 mn (period-end, 12/31/22)
Revenue 20%+ growth yoy to over $1 bn
Revenue Mix 50% from digital content distribution and platforms
Operating Cash Flow $100 mn
FY22
FY23
Merger Synergy Roll Up & Execution Plan
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($ millions) SynergyEBITDA Impact
Cash Impact
Completed By Commentary
Cost Savings Production Leverage $5 $5 2H 2021 > Maximize production tax credits and financing
Strategic Value & Revenue Opportunities
Global Film Distribution & Library Monetization
$15 $15 2H 2021> Cross distribution of STX and Eros films through
global output deals plus adaptations of Indian films for US & China
ErosNow Subscriber Uplift
$15 $15 2H 2021> STX exclusive content coupled with additional
investment will accelerate ErosNow subscriber and ARPU growth
Financial Synergies
Debt Interest Reduction — $10 4Q 2020 > Based on recapitalization vs. current combined
Eros & STX interest costs
NOL Utilization — $5 2H 2021 > Tax shield utilizing applicable cumulative net
losses against future Eros profits in the US
Total $35 $50 100% Realized by 2nd half of CY21
ErosSTX Merger Transaction Summary
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• On July 30, 2020, Eros International Plc (“Eros”) and STX Entertainment (“STX”) closed their previously announced merger to combine in a stock-for-stock, merger-of-equals transaction.
– On September 23, 2020, the company changed its name to Eros STX Global Corporation and began trading on the NYSE under the ESGC ticker.
• Former STX shareholders received 171.9 million Contingent Value Rights (CVRs) which convert into ESGC Class A common stock. A Form F-3 to register these shares was filed on December 16, 2020 and is currently pending SEC approval.
• $125 million of incremental equity contributed from new and existing investors as part of the transaction (including TPG, Hony, Liberty Global and others).
• Company retains Foreign Private Issuer status and Isle of Man domicile, with dual-headquarters of Burbank, CA and Mumbai, India.
Transaction Overview
Leadership&
Governance
• Kishore Lulla serves as Executive Co-Chairman; Robert Simonds serves as Co-Chairman and CEO
• Andy Warren serves as Chief Financial Officer, Noah Fogelson and Rishika Lulla Singh serve as Co-Presidents
• ErosSTX Board of Directors currently consists of eight members:
– Kishore Lulla, Rishika Lulla Singh, Dhirendra Swarup, Dilip Thakkar, Robert Simonds, Nick Stone, John Zhao and Shailesh Rao
Financial Policies
• The transaction was accounted for as a reverse merger using the acquisition method with STX being the accounting acquirer in accordance with ASC 805, Business Combinations.
• Company has formally adopted US GAAP accounting standards. The Form 6-K dated December 16, 2020 contains historical pro forma financial statements in US GAAP.
• Ernst & Young was appointed the Company’s new auditor, effective December 2, 2020. Ernst & Young previously audited STX, while Grant Thornton India previously audited Eros.
Recent Financial Filings
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Standalone Eros International Plc:• Fiscal 2020 annual report and financial statement in IFRS for the 12 months ended March 31, 2020 (Form 20-F
dated July 30, 2020).
Standalone STX Entertainment:• Fiscal 2019 annual report and financial statements in US GAAP for the 12 months ended March 31, 2020 and
the transition period for the 6 months ended March 31, 2020 (Form 20-F dated October 30, 2020). • Quarterly financial statements in US GAAP for the 3 months ended June 30, 2020 (Form 6-K dated December
16, 2020),
Combined ErosSTX:• Pro forma financial statements in US GAAP for the 12 months ended June 30, 2020 (Form 6-K dated
December 16, 2020).• Registration Statement for 196.3 million ESGC class A shares issued to former STX stockholders in
connection with the merger (Form F-3 dated December 16, 2020):o 171.9 million shares underlying the contingent value rights (CVRs) issued to former STX preferred
stockholders.o 24.4 million shares issued to certain former STX investors pursuant to the PIPE financing announced at
the time of the merger.
Economic and Voting Ownership Share
18 Note: Post CVR Settlement with assumed VWAP of $2.09, as of 12/15/20. Pro forma for 40 mn management plan equity awards, pending Board approval.
TPG17.4%
Hony15.0%
Liberty Global, Tencent, PCCW
6.6%
Other STX7.8%
Pre-Merger Non-Founder Eros Investors
46.9%
Founder Shares6.3%
STX Investors
46.8%
Economic Ownership Share Voting Ownership Share
TPG11.1%
Hony9.5%
Liberty Global, Tencent, PCCW
4.2%
Other STX5.0%
Pre-Merger Non-Founder Eros Investors
29.8%
Founder Shares40.4%
STX Investors
29.8%
Seasoned Management Team with Global Experience
Prem ParameswaranHead of Corporate Strategy 29+ years of experience in Media, Entertainment & Telecom sector Former Global M&T Head at Jefferies; also has worked at Goldman
Sachs, Salomon Brothers and Deutsche Bank Commissioner, President’s Advisory Commission for Asian Americans
Kishore LullaExecutive Co-Chairman Pioneer in global Indian film and entertainment
35+ years in media and film industry
Robert SimondsCo-Chairman and Chief Executive Officer Founder of STX Former film producer responsible for 30+ major studio titles
Rishika Lulla SinghCo-President Previously managed all digital initiatives for Eros
Creator of largest Indian streaming platform – Eros Now
Ali Hussein Chief Executive Officer, Eros Now 18+ years of experience in the media entertainment and media
technology space Formerly Board advisor to Discovery Networks
Adam FogelsonChairman, STX Films Has been leading all aspects of film production and
distribution for STX Former Chairman of Universal Pictures
Andy WarrenChief Financial Officer CFO of STX Former CFO of Discovery Communications and NBC
Universal Television
Noah FogelsonCo-President 20+ years of experience Previously CEO of Crest Animation Productions
Jada MirandaPresident, Creative Development & Production 20+ years of industry experience Previously served as a senior executive at XBOX, NBC
and HBO
Pradeep DwivediChief Executive Officer, ErosSTX India 25+ years of experience across Media & Entertainment, Telecom,
Banking & Financial services Formerly Senior Executive in Tata Group, American Express,
Standard Chartered Plc & GE Capital India
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