Megavision Discussion Materials

Megavisin Discussion Materials

Strictly Private and Confidential

July 2013

Citi Corporate and Investment Banking | Latin America TMT Investment Banking

Table of Contents

1. Banchile Citi Latin America Qualifications 1

2. Chilean Macroeconomic Outlook 4

3. Chilean Advertising & TV Market Overview 6

4. Megavisin Overview 9

5. Appendix 15

1. Banchile Citi Latin America Qualifications

Citigroup Global Markets Inc. (Citi) and Banchile Citi Global Markets (together Banchile Citi) have a dedicated team of experienced professionals with industry, product and regional knowledge to assist Sony Pictures in the

evaluation of strategic alternatives involving Megavisin S.A. (Megavisin or Mega).

The Citi Investment Banking Team

TMT Investment Banking Latin America Investment Banking Banchile Citi

Ketan Mehta

Managing Director

Global Head of TMT M&A

+1 212 816-2877

[email protected]

Alberto Pandolfi

Managing Director

Head of Investment Banking LatAm

+1 212 816-6177

[email protected]

Jorge Muoz

Managing Director

Head of Investment Banking Chile

+56 2 2380-8770

[email protected]

Federico Storani

Director

LatAm TMT

+1 212 816-5037

[email protected]

Alfonso Yanez

Director

+56 2 2380-8743

[email protected]

Francesco Piaggio

Associate

+1 212 816-9020

[email protected]

William Stanton

Associate

+56 2 2380-8516

[email protected]

Raniero Lopez

Analyst

+1 212 816-3945

[email protected]

Emilio Vergara

Analyst

+56 2 2380-8160

[email protected]

1

$9,679 $8,334

$7,543 $6,875

Celfin Santander Larran Vial

Leadership in Local Debt Capital Market1

2012, US$ mm

$787

$637

$328

$213

IM Trust Santander BBVA

Leadership in Bank & Debt Capital Markets Deals (Selected Debt Transactions)

Active M&A Presence (Selected M&A Transactions)

Local Equity Leadership (Selected Equity Transactions)

Advisor to TimerWarner

in its Acquisition of

Chilevisin

Undisclosed

2010

Advisor to Mitsubishi in

the merger of CMP and

CMH

US$924 mm

2010

Follow On

US$445 mm

2011

Leadership in Local Equity Capital Market1

2003-2012, US$ mm

IPO

US$373 mm 2011

Corfos

Secondary Sale of 30% of

US$984 mm 2011

Follow On

US$130 mm 2011

&

Best Bond House 2011

Best M&A Transaction 2010

Corfos Secondary Sale of its stakes

in Essbio and Esval

US$564 mm 2011

Investment Banking Leadership

Banchile Citi Global Markets is the

Investment Banking & Capital Markets arm

of Banco de Chile and Citi in Chile

: Leading Investment Bank in Chile

Advisor to MS Infrastructure Partners on the sale of its 50%

stake in SAESA

Undisclosed 2011

Advisor to ING on

the sale of its life &

health insurance

business

Undisclosed

2009 & 2007

Corfos Secondary Sale of its stake in

US$88 mm 2012

Advisor to PreUnic

on its merger with

Undisclosed

2012

Advisor to Enagas on its

announced acquisition of

40% of GNL Quintero US352 mm

2012

Follow On

US$ 174 mm 2011

Follow On

US$ 505 mm

2012

Follow On

US$ 448 mm

2012

Advisor to

Christus Health on its

40% acquisition of

Red Salud UC

Confidential

2013

Local Bond

UF 1.7 mm

UF 3.3 mm

2012

Local Bond

UF 1.5 mm

2012

Best Investment Bank Chile 2012

Republic of Chile

Best Sovereign Bond

US$ 1,520mm - Dual

Currency

International Bond

Best Sovereign Issuer 2010

Best Investment Bank Chile 2013

Follow on

US$ 530 mm 2012-2013

Follow on US$ 500 mm

2013 (ongoing)

Follow on

US$ 5.690 mm 2013

Local Bond UF 1,5 mm

2012


2012


2013


2013

Advisor to Duke Energy

on its acquisition of

US$ 415 mm

2012 Best Investment Bank Chile 2012

Source: (1) Based on Santiago Stock Exchange databases. League tables considers partial credit. Transactions recorded in US$.

Cross border M&A transactions

2

Originally founded in 1959 by Univ. de Chile, Chilevisin is one of the leading

free-to-air broadcasting companies in Chile

Widely viewed as the most profitable free-to-air broadcaster in Chile

covering ~85% of the Chilean population

Among the top 3 networks in Chile in terms of audience & market share

Employs ~830 people with more than 3,200m2 of studio space

In 2005, Sebastin Piera, the current President of Chile, acquired 100% of

Chilevisin from Claxson Group for ~US$24 mm

March 2010 LTM Revenues and EBITDA were ~US$86 mm and ~US$21 mm

respectively( 1)

Piera, the first democratically elected conservative in more than 50 years in Chile, promised on the campaign trail that he would sell his assets before taking

office in March 2010

CHV was the last major asset that Mr. Piera had left to sell and was being strongly criticized for delays in the sale process

High return on investment since acquisition in 2005

Case Study: Time Warner / Chilevisin

Citi advised Time Warner

on the Acquisition of

August 2010

Undisclosed Amount

Strategic Rationale

Transaction Overview

Chilevisin Overview

On August 25, 2010, Time Warner Inc. (TW) reached an agreement to acquire

100% of Red de Televisin Chilevisin S.A. (CHV)

Under the agreement, TW assumed 100% ownership of CHV, owned by the

president of Chile, Sebastin Piera, through a holding company Bancard

Network expected to be operated by Turner Broadcasting System Latin America,

a division of Turner Broadcasting System, Inc. ("TBS")

Local management team remained in place to run the channel

Sell-side process was competitive, as 10 strategic and financial players

participated in the process

Entered the Chilean local broadcasting market as a marquee player, buying an asset considered extremely well-run and with consistently strong ratings, audience

share and profitability

Increased its leadership position in Chile and across the Latin American region

Expanded the growing Turner portfolio of international networks and businesses around the world

Time Warner

Bancard (Sebastin Piera)

Citi acted as the exclusive financial advisor to Time Warner on its acquisition of 100% of Chilevision, Chiles most profitable broadcaster and one of the industry leaders in audience and ratings.

(1): FX rate of CLP 524.5.

3

2. Chilean Macroeconomic Outlook

(1.0%)

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%

7.0%

25.0 125.0 225.0

1.80

1.20

1.10

0.95

0.90

0.80

0.78

0.75

0.72

0.70

0.60

0.60

0.55

0.50

0.30 #15

#14

#13

#12

#11

#10

#9

#8

#7

#6

#5

#4

#3

#2

#1 NorwaySingapore

SwitzerlandSwedenFinlandCanada

AustraliaTaiwan

GermanyChile

New ZelandS. KoreaDenmark

NetherlandsUS

Chiles highly attractive risk-return profile

Chiles Key Macroeconomic Strengths

Chile is considered to have the most stable economy in Latin America, due to strong and consistent

macroeconomic fundamentals and policies. Overall, Chile offers a limited risk and high growth profile.

Risk/Return Profile

BlackRocks Sovereign Risk Rating Index 5-Year CDS Spread and S&P Rating

Highest GDP per capita in Latin America

Only country in South America member of the OECD

Best Latin American sovereign risk rating (AA-)

Low tax on corporate profits (20%)

Ranked among the top 20 destinations for investment by multinational companies for the next 2 years(1)

Source: Economist Intelligence Unit, Citi research, The BlackRock Sovereign Risk Index Report January 2013 , and FactSet.

(1) World Investment Report 2011 (United Nations).

(2) Average between Germany, France and UK.

BlackRocks Sovereign Risk Index ranks Chile in 10th place out of 44

countries, above countries like

Denmark or the U.S.

Lower Growth/

Higher Risk

Higher Growth /

Higher Risk

Higher Growth/

Lower Risk

Lower Growth/

Lower Risk 2013E

Gro

wth

5 Year CDS Spread July 5, 2013

July 2013:

Chile: 107 bps

Average(2):54 bps

Spread: +53bps

0

50

100

150

200

250

300

350

Jul/08 Jul/09 Jul/10 Jul/11 Jul/12 Jul/13

Germany (AAA) Chile (AA-) France (AA+) UK (AAA)

4

10.3%

5.5%

3.8%3.0% 2.9%

2.5%

Argentina Brazil Mexico Chile Peru Colombia

Chiles Macroeconomic Overview

16,870

12,190 11,600 11,210

7,9907,230

Chile Brazil Mexico Argentina Colombia Peru

Foreign Investment (13 17E, Total - US$ mm)

Nominal GDP per Capita (13E, US$)

(1)

Inflation Forecasts (12 17E, Average Inflation Local Currency)

Peru Chile Colombia Mexico Argentina Brazil


Source: EIU data as of May 2013.

(1) IHS Global Insight based on official inflation rates from the Government of Argentina as of May 2013.

5.6%

4.7% 4.5%

3.7% 3.7%3.4%


Real GDP Growth (13 18E, CAGR)


342,634

135,000 121,500103,364

61,773 48,200

Brazil Mexico Chile Colombia Peru Argentina


5

3. Chilean Advertising & TV Market Overview

436 491 500 527 587 645 659

706 736 771

876 982 998 982

1,143

1,303 1,334

1,436 1,523

1,628

2006 2007 2008 2009 2010 2011 2012 2013E2014E2015E

TV Print Outdoor Internet Others

Free to Air 89%

Pay TV 11%

TV 49%

Print 27%

Outdoor 9%

Internet 8%

Others 7%

Chile Advertising Market

Highlights

There is a high correlation between advertising and GDP growth

Chiles advertising market is ahead of its Latam peers, but still lags developed

countries:

Ad-spend per capita in Chile is ~US$78 per year vs. ~US$57(1) in its Latam

peers and ~US$513 in the USA

Chilean advertising expenditure represented 0.5% of its 2012 GDP, still

substantially below developed countries like USA (1.0%), Japan (0.9%), UK

(0.8%), and Germany (0.7%)

TV remains the most relevant medium for advertising, representing 49% of total

advertising expenditures, with high concentration in FTA

Ad spending remained almost flat during crisis years, while TV spending

continued to grow

Advertising Expenditure by Medium (2012)

Chilean advertising market has grown in line with the countrys GDP, at a nominal rate of approximately 7 - 8% per year in pre-crisis and post-crisis periods. The market is dominated by free-to-air (FTA) television, which represents 44% of total ad-spend in 2012.

(2)

Total Advertising

US$ 1,334 mm

Sources: Historical Advertising Expenditure from Asociacin Chilena de Agencias de Publicidad (ACHAP); Projected Advertising Expenditure from ZenithOptimedia, June 2013; Advertising Expenditure by Country from ZenithOptimedia report of June 2013, and nominal GDP and population from EIU as of May 2013.

Note: Exchange rates as of June 28, 2013 (99.34 JPY/US$; 0.77 EUR/US$; 0.66 GBP/US$; 505.95 CLP/US$).

(1) Average for Chiles Latam peers: Argentina, Brazil, Colombia, Mexico, Peru and Venezuela. (2) Includes Cinema and Radio.

Total TV

US$ 659 mm

Historical and Projected Advertising Expenditure (06 15E, US$ mm)

CAGR

06 08 CAGR

10 12 CAGR

1215E

4.3% 7.2% 5.1%

37.5% 29.1% 21.0%

5.5% 17.7% 4.1%

5.6% 5.0% 6.3%

7.1% 5.9% 5.4%

Projected

Advertising Expenditure by Country (2012)

% of GDP Per Capita (US$)

1.0%

0.9% 0.8%

0.7%

0.5%

0.7%

USA Japan UK Germany Chile

513

329 294 291

78 57

USA Japan UK Germany Chile Latam

Peers (1)

Latam

Peers (1) (2)

6

Mon Tue Wed Thu Fri Sat Sun

6.00-17.59

18.00-19.59

20.00-24.30

00.30-26.59

Chile FTA TV Market Overview

Key Players Audience Share Evolution (% of Total)

There are 5 main players in the Chilean free to air TV space with total revenues of US$ 528 mm in 2012. Up until

2010, TVN and Canal 13 were dominant players specially in terms of revenue.

Overview of Chilean TV Demand

Revenue Share Evolution (% of Total)

Content Launch Ownership Aud. Share

(2012)

All segments, with expertise in Reality

Shows 1958

Grupo Luksic / Catholic University

27.0%

All segments, with great success in Morning

Shows and Soap Opera 1968 State Owned 23.6

All segments, with good rating in Soap Opera

1960 Time Warner 21.8

All segments, with focus in off prime time

1990 Grupo Bethia 20.2

Generalist programs, Films

1991 Remigio Angel

Gonzalez 7.4

0%

5%

10%

15%

20%

25%

30%

35%

40%

2005 2006 2007 2008 2009 2010 2011 2012

C13 TVN CHV Mega Red

0%

5%

10%

15%

20%

25%

30%

35%

40%

2005 2006 2007 2008 2009 2010 2011 2012

C13 TVN CHV Mega Red

TBC WS Off Prime

Prime

Off Prime

Off P

rim

e

Transition

Off P

rim

e

Source: Audience share Timelbope.

(1) % Revenue Share / % Rating Share.

Acquisition of C13 by Luksic

Acquisition of CHV by Time Warner

Power

Ratio(1)

1.2

1.2

1.0

0.6

0.4

Acquisition of Mega

by Bethia

7

Key Media Regulatory Considerations Topic Comments

Federal

Regulators

Undersecretary of Telecommunications (Subtel): acts on behalf of the Ministry of Transportation and Telecommunications

CNTV (Consejo Nacional de Televisin): reporting to the President through the General Secretary Ministry

Responsibilities / Mandates include:

Promoting deregulation and market competition

Granting concessions

Executing day-to-day regulation/supervision of concessionaires and ensuring compliance; evaluating bids submitted for concessions and

opining on grant assignment and extension

Tribunal de la Libre Competencia (TDLC): antitrust agency; approves the assignment or transfer of television and telecommunications concessions

Concessions

Television Broadcasting licenses are awarded by service areas through a public bidding process coordinated by CNTV, on the basis of technical

and economic offers as overseen by the Subsecretaria de Telecomunicaciones (SUBTEL)

Until 1992, concessions were granted for an indefinite term

From 1992 onwards, concessions have a maximum 25-year term with a ROFR in the new bidding process; no separation between national

and regional licenses (maximum 1 license per area); license covers analogue TV services only

With the DTT platform migration underway, the regulatory framework is currently under discussion (see DTT migration below)

Convergence

(Triple-Play)

The General Law of Telecommunications, issued in 1982, allows concessionaires to provide complementary services through their networks and

thus, offer triple-play packages

Content

Restrictions

Minimum of 40% of programming must be locally produced

Minimum of 1 hour per week of cultural programming in prime time

Restrictions on

Advertising

Tobacco advertisements are required to display a clear and precise warning of damaging effects of its consumption

Warning message should cover at least 50% of the total ad area and may not be broadcasted during non-adult programming

Foreign

Ownership Limits

There are no restrictions on foreign investment in Chile

Chilean law states that presidents, managers, directors and legal representatives of a terrestrial broadcasters must be Chilean

Foreigners can hold Director positions, provided they do not constitute a majority

DTT Migration

The project is still in final discussion in Congress. Approval is expected for end of year. Four main issues are still being discussed

Retransmision consentida - considers the payment from cable providers to FTA TV channels

If the investment will be shared among TV channels

Timeframes likely to be 3 years to reach 85% coverage, and 5 years to reach 100% coverage

Length of concessions 20-year term for owned concessions, and 5-year term for concessions from third parties, with a ROFR in the new

bidding process

The ISDB-T standard (with MPEG4) was selected

8

4. Megavisin Overview

News 24%

Entertainment 20%

Talk Shows 16%

Movies 12%

Soap Opera 11%

Series 11%

Other 6%

27%

24%

22%

20%

7%

Megavisin Overview

Launched in 1990 by the Claro Group, Megavisin was the first private

TV channel with national coverage

In 1991, Televisa took a 49% stake in the company, but was

gradually diluted and finally bought out by the Claro Group in 2002

Owns 21 FTA perpetual licenses and 104 transmission stations,

covering 99% of the country

Megavisin is currently owned by Bethia, the investment vehicle of

Liliana Solari, one of the owners of Falabella

Bethia purchased 100% of Megavisin in December 2011 from the

Claro Group for US$144 mm

Bethia also owns stakes in Falabella (10.7%), LATAM Airlines

(6%), Aguas Andinas (5%), Blue Express (100%), among others

In 2012, the broadcast mix was composed of News (24%),

Entertainment (20%), and Talk Shows (16%)

Megavisins poor results in 2012 are considered by the industry to be a transition year

Since March 2013 a number of high profile executives have joined

the Company from competing channels (e.g. former CEO of CHV,

Mario Conca)

The Companys strategy is focused on: strengthening its sports

and news production, and increasing the local production

Audience Share (2012)

Source: Audience share from Timelbope and CNTV.

Broadcast by Type (2012)

Revenue Share (2012)

Local 61%

International 39%

Content by Source (2012)

33%

29%

22%

13%

3%

Overview

9

Bethia S.A. (Grupo Bethia or Bethia) is the investment vehicle of Liliana Solari, and owns 10.7% of S.A.C.I. Falabella (Falabella) shares

Falabella has a market capitalization of ~US$25 bn, making it Bethias main asset

Falabella has presence in Chile, Colombia, Peru, Argentina and Brazil with

different business lines (department stores, financial services, home

improvement, supermarkets, and real estate):

Other Investments of Grupo Bethia include:

Agribusiness

Transport

Telecom

Equestrian

Real estate

Wine

Healthcare

Potable water

Mega represents less than 5% of Grupo Bethias total assets

Business Unit Revenues (LTM (1) in US$ bn) Presence

Department Stores 4.5

Home Improvement 5.4

Supermarkets 1.9

Financial Services 6.0

Real Estate n.a.

Bethia Group Overview

Source: Grupo Bethia web page, Falabellas Corporate Presentation of June 2013, Superintendencia de Valores y Seguros de Chile, and Bloomberg. (1) LTM as of March 2013.

(2) Citi estimates considering Megas firm value the same as when acquired by Bethia. (3) Exchange rate 519 CLP/US$.

(2)

Transaction Valuation

Transaction Overview

In December 2011, Bethia agreed to acquire 100% of Megavisin from CIECSA, a subsidiary of Cristaleras de Chile and controlled by the Claro

Group

Bethia paid US$144 mm plus cash available at the moment of the purchase

Transaction included the Megavisin channel along with the children's channel ETCTV and the radio station Candela

Cristaleras de Chile reported a profit of US$59 mm from the sale

With the purchase of Megavisin, Bethia completed its objective of entering the Chilean TV market. Previously, Bethia had actively participated in the sale

process of both Chilevisin and Canal 13, which were finally sold to Time

Warner and the Luksic Group, respectively

Case Study: Bethias Acquisition of Megavisin

Transaction Valuation US$ mm(3)

Purchase Price $169.6

% Acquired 100.0

Implied Equity Value 169.6

(+) Debt 0.0

(+) Minority Interest 0.2

(-) IUCS 0.0

(-) Cash (26.1)

Implied Firm Value $143.7

EBITDA 2011 17.1

Net Income 2011 10.9

Transaction Multiples

FV / EBITDA 2011 8.4x

Equity Value / Net Income 2011 15.5x

10

Megavisin Programming

Top 15 Broadcasts

2011 Rating Day Genre Production

1 COLISEO ROMANO 19.4 TuW Entertainment Local Remake

2 YO SOY 18.5 TW Entertainment Local

3 133 ATRAPADOS POR LA REALIDAD 16.2 Tu Reality TV Local Remake

4 AQUI EN VIVO 15.4 M Reality TV Local Remake

5 MORANDE CON COMPANIA 14.7 MF Entertainment Local

6 SECRETO A VOCES 13.3 Th Talk Show Local

7 LA REINA DEL SUR 13.3 LMWJV Soap Opera Abroad

8 OS7 12.4 MTu Reality TV Local Remake

9 SABES MAS QUE UN NINO DE 5TO B 11.5 M Entertainment Local Remake

10 MEGANOTICIAS 11.2 MTuWThFSaSu News Local

11 ELIGEME 11.2 W Entertainment Local

12 GIGANTES CON VIVI 11.2 Sa Entertainment Local

13 LA PIEZA OSCURA 11.0 WD Entertainment Local

14 TRIUNFO DEL AMOR 10.6 LMWJV Soap Opera Abroad

15 SALAS DE JUEGO 9.8 S Entertainment Local

2012 Rating Day Genre Production

1 COLISEO ROMANO 17.9 Su Entertainment Local Remake

2 MORANDE CON COMPANIA 14.6 Sa Entertainment Local

3 CASO CERRADO 12.0 MTuWTh Conversation Abroad

4 AQUI EN VIVO 11.9 W Reality TV Local Remake

5 TU CARA ME SUENA 10.2 WSu Entertainment Local

6 YO SOY 10.2 Th Entertainment Local Remake

7 MEGANOTICIAS 9.9 MTuWThFSaSu News Local

8 LA QUE NO PODIA AMAR 9.7 MTuWThF Soap Opera Abroad

9 133 ATRAPADOS POR LA REALIDAD 9.6 Tu Reality TV Local Remake

10 ABISMO DE PASION 9.4 MTuWThF Soap Opera Abroad

11 AMORES VERDADEROS 9.2 MTuWThF Soap Opera Abroad

12 MALDITA 8.9 MTuWTh Soap Opera Local

13 LA FUERZA DEL DESTINO 8.2 MTuWThF Soap Opera Abroad

14 SECRETO A VOCES 7.8 MTuWThFSu Talk Show Local

15 EL CHAVO DEL OCHO 6.7 MTuWThFSaSu Series Abroad

Source: Timelbope.

11

10

13 12

18 18

0 -3

0

15% 17% 16%

20% 21%

0%

-19%

-1%

2007 2008 2009 2010 2011 2012 Mar/12 Mar/13

Megavisin Financial Overview

Source: SVS and Company Filings.

Note: All figures converted to USD at an FX rate of CLP / USD of 505. In 2010 Megavisin changed accounting standards from Chilean GAAP to IFRS.

(1) Prime time defined as from 20:00 to 00:30 hrs, off prime from 06:00 to 20:00 hrs.

6

10 10

13 11

-9

-6

-2

9%

14% 14% 15% 13%

-13%

-45%

-11%

2007 2008 2009 2010 2011 2012 Mar/12 Mar/13

Megavisin has seen a drop in its revenues and net income in 2012 with respect

to 2011

This is explained by a drop in average home ratings from 7.7 to 6.6 points that impacted revenues (decrease of 19%) and an increase in costs due to

a more expensive programming lineup (increase of 12%)

The drop in ratings was experienced both in prime(1) (from 9.9 to 8.1 points) and

off prime(1) (from 6.8 to 6.0 points)

The drop in ratings is explained in large part by the market share captured by Canal 13 in prime time and the underperformance of Megavisin

programming including the late night soap opera Maldita

In the second quarter of 2013, Megavisin has had success with third party

programming such as Pablo Escobar and El Barco, which should translate to an increase in revenues in upcoming quarters

Megavisin recently purchased the transmission rights for football matches of the

Chilean national team for US$106 mm for the 2014 - 2018 world cup campaign,

as well as the transmission rights for the Champions League 2014 2017

Overview Revenues and Rating (US$ mm and points of rating)

Net Income and Net Income Margin (US$ mm and %)

EBITDA and EBITDA Margin (US$ mm and %)

68 75 74

90 84

68

13 17

9.0 9.3 8.6 8.3 7.7

6.6

2007 2008 2009 2010 2011 2012 Mar/12 Mar/13

7.5 8.1 8.6 10.9 10.9 10.3

Revenues / Rating (US$ mm per Point of Rating)

Gross margin dropped from 32%

in 2011 to 6% in 2012

12

25% 23% 23% 21%

8%

Canal 13 TVN Mega CHV Red

Compared to its peers, Megavisin has a relatively larger positioning in Off Prime and C3-D segments.

28% 26%

22%

18%

6%

Canal 13 TVN CHV Mega Red

Audience Share by Time Slot and Socio - Economic Segment

Positioning by Time Slot Prime Audience Share %

Off- Prime Audience Share %

32%

24%

20%

16%

8%


26% 23% 23% 21%

7%


Positioning by Socio-Economic Segment ABC1 C2 (Higher Segment) Audience Share %

C3-D (Lower Segment) Audience Share %

Source: Audience share from Timelbope.

13

-19%

12%

43%

22%

46%

25%

-2%

19%

-7%

26%

35%

-4%

-19% -19% -17%

2010 2011 2012

Operational Benchmarking Profitability

Revenue Conversion Ratio (US$ mm per Rating Point)

Power Ratio (% Revenue Share / % Rating Share)

16.2

17.9

14.7

10.9

8.1

16.5

20.4

16.6

10.9

9.7

19.5 20.0

16.5

10.3

7.0

2010 2011 2012

1.1

1.2

1.0

0.8

0.6

1.0

1.3

1.1

0.7 0.6

1.2 1.2

1.0

0.6

0.4

2010 2011 2012

COGS / Revenue (%)

SG&A / Revenue (%)

EBIT / Revenue (%)

105%

70%

53%

66%

93% 82%

75%

61% 68%

81% 78% 78%

84%

94% 94%

2010 2011 2012

20% 21% 13% 16%

20% 13%

19%

10%

18% 15%

11% 19% 13%

23% 18%

2010 2011 2012

-26%

9%

34%

17%

-14%

5% 6%

29%

14% 14% 12%

3% 3%

-17%

-12%

2010 2011 2012

Source: SVS and Company Filings. Audience share: Timelbope.

Before 2012, Megavisin

was known for being one of

the most efficient at

controlling production costs

SG&A costs have

remained high compared

to its peers

Revenue Conversion

and Power Ratio

have lagged behind

its peers

Revenue Growth (%)

14

5. Appendix

Latin America Media Comparables

Note: Stock prices as of July 2, 2012. Multiples calculated in local currency.

Source: Company financials and Wall Street research.

15

Stock Market Firm FV / Revenues FV / EBITDA P/E CAGR '12 - '15E LTM EBITDA

(US$ in mm, except stock pr.) Price Cap. Value 2013E 2014E 2013E 2014E 2013E 2014E Revenue EBITDA Margin

Televisa $4.28 $12,203 $13,366 2.5x 2.3x 6.4x 6.1x 18.5x 16.8x 5.2% 2.2% 40.8%

TV Azteca 0.66 1,961 2,060 2.1 1.9 5.6 5.3 NA NA 1.6 0.6 34.7

Median -- -- -- 2.3x 2.1x 6.0x 5.7x 18.5x 16.8x 3.4% 1.4% 37.8%

Mean -- -- -- 2.3 2.1 6.0 5.7 18.5 16.8 3.4 1.4 37.8

5.1x

10.5x

16.3x

13.8x

10.9x

0.0x

7.0x

8.4x

Latin America Media Precedents

NA

Median: 10.5x

Oct-02 Oct-04 Dec-06 Oct-07 Mar-10 Aug-10 Aug-10 Dec-11

CIECSA Bancard

Inversiones

Prisa TBS Time Warner Luksic Group Time Warner Bethia

Megavisin Chilevisin Ibero-american Claxson HBO LatAm Canal 13 Chilevisin Megavisin

$29 $34 $102 $234 $1,033 $55 $155 $144

Acquiror:

Target:

Value (US$ mm):

Note: Multiple = FV / LTM EBITDA, based on public information.

Source: SDC, Bloomberg and Citi Deal Intelligence.

(1) EBITDA of Canal 13 was negative at the time of purchase, as a reference, the FV / LTM Sales as of June 2010 was 0.8x.

(1)

FV / LTM EBITDA

~

~

16

4,721 4,658

3,918

2,431 2,237

Santander Celfin MerrillLynch

BBVA

9,679

8,267 7,543

6,875

5,150 4,485

3,988

3,025 2,519

1,923

16.1%

13.7% 12.5%

11.4%

8.6% 7.5%

6.6% 5.0% 4.2% 3.2%

Celfin Santander Larran Vial Merrill Lynch IMTrust JP Morgan Deutsche BBVA Credit Suisse

1,602 1,590

1,275 1,121 1,054

IMTrust Santander Larran Vial Celfin

3,635 3,374

3,056

2,575 2,251

Larran Vial Celfin IMTrust Merrill Lynch

Follow-On (1)

US$ mm

IPO (1)

US$ mm

Block Trades (1)

US$ mm

: #1 Chilean Equity House of the Decade

# Deals 13 7 14 2 4 7 6 5 12 6 25 19 21 10 5

Total Issuances 2003 2012 YTD Full Credit (1) US$ mm

# Deals 38 41 17 46 8 21 7 5 6 2

Source: Banchile Citi estimates based on public information from SVS (Chilean SEC), Santiago Stock Exchange, and companies filings.

(1) Includes transactions over US$ 20 million with a known advisor. Excludes transactions with holding companies, debt capitalization, and others that could be considered

as part of a M&A process.

#1

#1 #2

After capital markets re-opening in Chile, over US$25 bn have been placed in ECM, including IPOs, Follow-Ons

and Block Trades.

#2

17

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Documents

Megavision Discussion Materials