#1Draft Working Materials - Subject to Change STRICTLY CONFIDENTIAL Project Galaxy Board of Directors Discussion Materials June 14th, 2016 Lion Tree#2Table of Contents 1. Executive Summary 2. Preliminary Saturn Standalone Perspectives 3. 4. Preliminary Luna Transaction Overview Preliminary Draft Working Materials Subject to Change Appendix Lion Tree Transaction Overview 2 7 14 24 31#3Section 1 Executive Summary Lion Tree Draft Working Materials - Subject to Change#4Process Update Saturn has received two proposals for a potential acquisition of the Company: A cash and stock proposal from Luna Draft Working Materials - Subject to Change ■ 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 Lion Tree | 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#5Saturn Offer Comparison ($mm, unless indicated) Current Acquiror Stock Price: Exchange Ratio Stock Per Share Cash Per Share Price / Total Offer Value Per Class A Share ($) Implied Premium to Current Class A Price of $26.01 Implied Premium to 30-Day VWAP of $26.74 Equity Value¹ Plus: Net Debt & Other Enterprise Value EV/EBITDA (Pre-SBC) CY 2016E EBITDA- Management Case CY 2017E EBITDA - Management Case CY 2016E EBITDA - Research Case CY 2017E EBITDA- Research Case EV/EBITDA (Post-SBC) CY 2016E EBITDA - Management Case CY 2017E EBITDA - Management Case CY 2016E EBITDA - Research Case CY 2017E EBITDA- Research Case Saturn Market Metric ($mm) 490 543 466 521 460 511 Draft Working Materials - Subject to Change 435 490 $26.01 (2.7%) 2,687 1,096 3,783 7.7x 7.0x 8.1x 7.3x 8.2x 7.4x 8.7x 7.7x Current Value of Luna Offer Luna @Market $21.25 0.566x $12.03 $20.00 $32.03 23.1% 19.8% 3,381 1,096 4,477 Source: Saturn management projections as of June 2016, public company filings, Wall Street research Note: Prices as of June 13, 2016 9.1x 8.3x 9.6x 8.6x 9.7x 8.8x 10.3x 9.1x @3.0% Discount $21.25 LionTree shares of Luna common stock for a total voting stake of 2.9%, economic stake of 2.9% and a value of $94mm 0.566x $11.67² $20.00 $31.67 21.7% 18.4% 3,343 1,096 4,439 Implied Multiples 9.1x 8.2x 9.5x 8.5x 9.7x 8.7x 10.2x 9.1x 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) 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#6Comparison of Offers Price / Value Consideration Tax Treatment Financing Certainty Timing to Close 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 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 including synergies³ Post-equity raise PF net leverage of -5.3x excluding synergies and -4.7x including synergies³ Expect to need $500mm of equity financing (terms, timing and structure still need to be worked through - ideally we would want a backstopped commitment on the equity) Taxable to shareholders Expect fully committed financing; but papers still TBD 4-6 months (US)- TBD whether Canadian restructuring has any implications to timing Note: LionTree 1) Assumes 3% discount for non-voting stock Draft Working Materials - Subject to Change 2) Based on current prices as of market close on June 13, 2016 3) Leverage excludes production loans; EBITDA excludes startup cost adjustments which would add an additional -0.4x#7Comparison of Offers (cont.) Key Considerations Buyer Stockholder Approval Saturn Stockholder Approval Regulatory Lion Tree Luna Timing to complete 3 - 5 days ■ Statutory approval to create new class of non-voters (66-2/3% of present/voting) NYSE vote (majority of present/voting) MOM vote likely required to create non- voting stock Luna offered expenses for naked no vote/market fee for rec pull Open: Requested RBF if vote fails Statutory stockholder approval (majority of voting power) MOM vote TBD Voting agreement requested from JCM Voting agreement from MHR and Luna requested HSR: Second request possible, but ultimately should go through (may attract interest of FTC) ► Low risk of business restrictions as condition to approval FCC: [Approval for CIC of uplink license but should not present a problem - TBD] Draft Working Materials - Subject to Change#8Draft Working Materials - Subject to change Section 2 Preliminary Saturn Standalone Perspectives Lion Tree#9Saturn Trading Update Summary Trading Valuation (as of 6/13/2016) (Smm, unless indicated) Current Share Price @ Market ($)¹ Fully Diluted Shares² Equity Value Plus: Debt @ 3/31/16 Less: Cash @ 3/31/16 Less: Market Value of Equity Investments Enterprise Value EV / (Management Case) CY 2016E EBITDA (Pre-SBC) CY 2017E EBITDA (Pre-SBC) CY 2016 EBITDA (Post-SBC) CY 2017E EBITDA (Post-SBC) Leverage Statistics Net Debt/2016E EBITDA Credit Ratings 220 200 180 160 140 120 100 80 60 Period % of 52-Week High 1-Month 6-Month 1-Year 2-year 6/13/2014 Metric (Smm) 490 543 Recent Stock Price Performance Saturn Luna 56.0% 51.7% (5.3%) (21.0%) (36.5%) (37.2%) (41.7%) (9.0%) (21.0%) 12/13/2014 Saturn 460 511 6/13/2015 Luna Source: Saturn management Notes: S&P 500 97.7% 0.7% 2.8% (1.4%) Draft Working Materials - Subject to Change $26.01 103.4 2,687 1,131 (10) (25) 3,783 Multiple 7.7x 7.0x 8.2x 7.4x 2.3x BB/Ba2 7.4% (9.0%) Research Analyst Price Targets Saturn currently trades at a 15.7% discount to the average analyst price target Current Class A Price: $26.01 Deutsche Bank (04/29/16) FBN Securities (04/29/16) Evercore ISI (06/13/16) Pivotal Research Group LLC (04/29/16) Goldman Sachs (04/29/16) Macquarie (05/02/16) Drexel Hamilton LLC (04/29/16) Morgan Stanley (04/29/16) FBR Capital Markets (04/29/16) CM Research (03/14/16) 12/13/2015 6/13/2016 S&P 500 ons as of June 2016, Public company filings, Wall Street research, FactSet Target Avg.: $30.85 $35.38 $33.00 $32.00 $30.00 $28.00 $27.50 $27.00 $26.00 $47.00 $0.00 $10.00 $20.00 $30.00 $40.00 $50.00 LionTree 1) Based on A and B shares, blended based on proportion of shares outstanding in each class 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 $18.95), and 1.0mm RSUS#10Saturn Projected Financials¹ ($mm) Revenue EBITDA Management Case (as of June 2016) % Growth Sensitivity Case % Growth Research Case² % Growth Management Case (as of June 2016) % Growth % Margin Sensitivity Case % Growth % Margin Research Case² % Growth % Margin Draft Working Materials - Subject to Change 2015A 1,700 1,700 1,700 462 27.1% 462 27.1% 462 27.2% Source: Saturn management projections, Wall Street research LionTree 1) EBITDA shown pre stock based compensation Fiscal Year Ended December 31, 2016E 2017E 2018E 1,700 0.0% 1,660 (2.3%) 1,694 (0.4%) 490 6.2% 28.8% 450 (2.4%) 27.1% 466 0.8% 27.5% 1,789 5.2% 1,749 5.3% 1,707 0.8% 543 10.7% 30.3% 503 11.6% 28.7% 521 12.0% 30.5% 1,868 4.4% 1,828 4.5% 1,723 0.9% 612 12.9% 32.8% 572 13.9% 31.3% 558 7.0% 32.4% 2019E 1,930 3.3% 1,890 3.4% 1,739 0.9% 633 3.3% 32.8% 593 3.6% 31.4% 563 0.9% 32.4% '15A-¹20E 2020E CAGR 1,995 3.4% 1,955 3.4% 1,755 0.9% 654 3.4% 32.8% 614 3.6% 31.4% 568 0.9% 32.4% 2) Research case represents research projections through 2018E and extrapolation thereafter (revenue growth and EBITDA margin held constant post 2018E) 3.3% 2.8% 0.6% 7.2% 5.9% 4.2%#11Selected Publicly Traded Companies Company Walt Disney Time Warner Inc. Fox Viacom Discovery Communications Scripps Networks AMC Networks Mean Median Saturn @ Market Management Case² Sensitivity Case Research Case Closing Price 6/13/2016 Lion Tree $97.57 $73.13 $28.91 $41.24 $25.97 $62.89 $60.05 $26.01 Saturn @ Offers Based on Management Case² Luna Offer @ 3.0% Discount $31.67 % of 52-Week High 79.9% 80.1% 83.3% Source: Public company filings, Wall Street research Notes: Draft Working Materials - Subject to Change 1) EBITDA shown pre stock based compensation 2) Based on Saturn management plan as of June 2016 60.2% 74.3% 91.9% 68.9% 55.8% 68.0% Market Enterprise Cap ($mm) 160,709 58,932 55,168 16,679 15,939 8,154 4,470 2,687 3,343 Value ($mm) 180,306 78,160 59,372 28,120 23,048 11,922 6,821 3,783 4,439 EV/ EBITDA¹ '16E-'18E CAGR 2016E 2017E Revenue EBITDA 10.0x 9.2x 8.2x 7.3x 9.3x 8.3x 7.6x 7.7x 8.4x 8.1x 9.1x 9.6x 5.1% 8.6x 5.5% 7.5x 5.6% 7.1x 2.6% 8.9x 5.9% 8.0x 4.3% 7.2x 5.6% 7.0x 7.5x 7.3x 8.2x 4.8% 4.9% 0.9% 4.8% 7.1% 8.4% 3.0% 5.4% 3.5% 3.1% 11.8% 12.7% 9.5% 10#12Saturn Discounted Cash Flow Analysis - Based on Management Case¹,2 Based on Saturn management plan as of June 2016 ($mm) EBITDA (Before SBC) Less: Stock Based Compensation Less: Depreciation & Amortization EBIT Less: Taxes @ 35% After-Tax EBIT Plus: Depreciation and Amortization Less: Capex Plus: Amortization of Programming Rights Less: Program Rights Payments Plus: Amortization of Investments in Films and TV Programs Less: Investments in Film and TV Programs Less: (Increase) /Decrease in Working Capital and Other Unlevered Free Cash Flows Present Value of Cash Flows Present Value of Terminal Value Present Value of Enterprise Less: Net Debt & Other Present Value of Equity Shares Price Per Share Draft Working Materials - Subject to Change 1,244 3,223 4,467 (1,096) 3,371 104.6 $32.22 LionTree Notes: WACC 8.75% 9.00% 9.25% 9.50% 9.75% Source: Historical and projected financial information per Saturn management 9 Mos '16E 363 (22) (18) 323 (113) 210 18 (22) 443 (256) 100 (323) 53 223 7.00x $30.99 30.63 30.27 29.92 29.57 Fiscal Year Ended December 31, 2017E 2019E 543 (31) (24) 488 (171) 317 24 (19) 605 (267) 145 (429) (43) 333 2018E 612 (30) (26) 557 7.25x $31.98 31.61 31.24 30.88 30.52 (195) 362 26 (13) 599 (310) 146 (434) (52) 323 DCF Equity Value Per Share 633 7.50x $32.98 32.60 32.22 31.85 31.48 (34) (25) 574 (201) 373 25 (20) 619 (321) 151 (449) (57) LTM Terminal EBITDA Multiple 7.75x $33.97 33.58 33.19 32.81 32.43 321 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 2020E 654 (35) (26) 593 (208) 386 26 (21) 639 (331) 156 (464) (63) 328 8.00x $34.95 34.55 34.15 33.77 33.38 11#13Saturn Discounted Cash Flow Analysis - Based on Sensitivity Case¹,2 ($mm) EBITDA (Before SBC) Less: Stock Based Compensation Less: Depreciation & Amortization EBIT Less: Taxes @ 35% After-Tax EBIT Plus: Depreciation and Amortization Less: Capex Plus: Amortization of Programming Rights Less: Program Rights Payments Plus: Amortization of Investments in Films and TV Programs Less: Investments in Film and TV Programs Less: (Increase) / Decrease in Working Capital and Other Unlevered Free Cash Flows Present Value of Cash Flows Present Value of Terminal Value Present Value of Enterprise Less: Net Debt & Other Present Value of Equity Shares Price Per Share Draft Working Materials - Subject to Change 1,162 3,026 4,188 (1,096) 3,092 104.1 $29.69 LionTree Notes: WACC 8.75% 9.00% 9.25% 9.50% 9.75% Source: Historical and projected financial information per Saturn management 9 Mos '16E 363 (22) (18) 323 (113) 210 18 (22) 443 (256) 100 (323) 53 223 7.00x $28.53 28.19 27.85 27.52 27.20 Fiscal Year Ended December 31, 2017E 2019E 503 (31) (24) 448 (157) 291 24 (19) 605 (267) 145 (429) (43) 307 2018E 572 (30) (26) 7.25x $29.46 29.11 28.77 28.43 28.09 517 (181) 336 26 (13) 599 (310) 146 (434) (52) 297 DCF Equity Value Per Share 593 7.50x $30.40 30.04 29.69 29.34 28.99 (34) (25) 534 (187) 347 25 (20) 619 (321) 151 (449) (57) LTM Terminal EBITDA Multiple 7.75x $31.34 30.97 30.60 30.24 29.89 295 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 2020E 614 (35) (26) 553 (194) 360 26 (21) 639 (331) 156 (464) (63) 302 8.00x $32.27 31.89 31.52 31.15 30.78 12#14Saturn Discounted Cash Flow Analysis - Based on Research Case¹,2 ($mm) EBITDA (Before SBC) Less: Stock Based Compensation Less: Depreciation & Amortization EBIT Less: Taxes @ 35% After-Tax EBIT Plus: Depreciation and Amortization Less: Capex Plus: Amortization of Programming Rights Less: Program Rights Payments Plus: Amortization of Investments in Films and TV Programs Less: Investments in Film and TV Programs Less: (Increase) /Decrease in Working Capital and Other Unlevered Free Cash Flows Present Value of Cash Flows Present Value of Terminal Value Present Value of Enterprise Less: Net Debt & Other Present Value of Equity Shares Price Per Share Draft Working Materials - Subject to Change 1,121 2,800 3,921 (1,096) 2,825 103.6 $27.26 LionTree Notes: WACC 8.75% 9.00% 9.25% 9.50% 9.75% Source: Historical and projected financial information per Saturn management 9 Mos '16E 349 (22) (18) 309 (108) 201 18 (22) 443 (256) 100 (323) 53 214 7.00x $26.18 25.87 25.55 25.24 24.94 Fiscal Year Ended December 31, 2017E 2019E 521 (31) (24) 466 (163) 303 24 (19) 605 (267) 145 (429) (43) 319 2018E 558 (30) (26) 7.25x $27.06 26.73 26.41 26.09 25.77 502 (176) 326 26 (13) 599 (310) 146 (434) (52) 287 DCF Equity Value Per Share 563 7.50x $27.92 27.59 27.26 26.93 26.61 (34) (25) 504 (176) 328 25 (20) 619 (321) 151 (449) (57) LTM Terminal EBITDA Multiple 7.75x $28.79 28.45 28.11 27.78 27.45 275 2020E 568 (35) (26) 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 507 (178) 330 26 (21) 639 (331) 156 (464) (63) 272 8.00x $29.66 29.30 28.96 28.61 28.28 13#15Draft Working Materials - Subject to Change Section 3 Preliminary Luna Transaction Overview Lion Tree#16Overview 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 . Cash Stock Total 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 $20.00 $11.67 $31.67 Class B $22.00 $12.83 $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; LionTree leverage including synergies would be 5.7x pre- equity raise and 5.0x post-equity raise Draft Working Materials - Subject to Change Pro Forma Ownership Luna Offer Exchange Ratio Saturn Shares Today Luna Shares in Saturn Saturn Shares Acquired New Luna Shares Issued to Saturn Shareholders Excl, Equity Raise Current Fully Diluted Luna Shares Oustanding New Shares Issued to Saturn Pro Forma Shares Oustanding Incl. $500mm Equity Raise¹ Current Fully Diluted Luna Shares Oustanding New Shares Issued to Saturn New Shares Issued in Equity Raise based on Luna Current Price of $21.25 Pro Forma Shares Oustanding Pro Forma Luna Leverage Luna Current Net Debt @ 3/31/2016² Saturn Current Net Debt @ 3/31/2016 Cash Consideration Paid to Saturn Transaction Costs (preliminary and subject to change) Pro Forma Net Debt Less: Cash Proceeds from Equity Raise Implied Pro Forma Net Debt Luna CY 2016E EBITDA (incl. equity income)³ Saturn CY 2016E EBITDA Pro Forma CY 2016E EBITDA Class A 0.566x 94.7 2.1 92.6 52.4 Shares (mm) 153 57 210 Shares (mm) 153 57 24 233 Implied Pro Forma Net Leverage (Pre-Equity Raise & Excluding Synergies) Implied Pro Forma Net Leverage (Post-Equity Raise & Excluding Synergies) Implied Pro Forma Net Leverage (Pre-Equity Raise & Including $40mm of Synergies) Implied Pro Forma Net Leverage (Post-Equity Raise & Including $40mm of Synergies) Class B 0.623x 9.9 2.6 7.3 4.5 Ownership (%) 72.9% 27.1% 100.0% Ownership (%) 65.5% 24.4% 10.1% 100.0% 788 1,121 2,012 125 4,047 (500) 3,547 229 490 719 5.6x 4.9x 5.3x 4.7x 15#17Preliminary Transaction Financing Structure Luna will require -$4bn of new capital commitment to finance the proposed transaction Tranche Senior Notes Term Loan Revolver Converts Total Tranche Term Loan Senior Notes Cap Leases Total Overview of Current Capital Structure Amount ($mm) Maturity Coupon 225 Aug-18 5.25% 400 Mar-22 L+400 161 L+250 60 1.25% 846 Sep-17 Apr-18 LionTree Note: Luna¹ Source: Bloomberg Amount ($mm) Maturity Coupon Apr-20 L+150-225 391 677 Sep-19 5.00% 63 1,131 Saturn Price 102.75 98.50 Price 101.95 Draft Working Materials - Subject to change 1) Excludes production loans 2) Assumes equity raised at current Luna price of $21.25 Refi? Yes Yes Yes No Refi? Yes Yes No 19 Estimated Breakage Costs Sources & Uses Estimated Breakage Sources Costs New 6-Year Bank Debt @ L+[300] 11 New 8-Year Notes @[7.00%] 8 New Equity² Luna Equity Issues to Saturn Shareholders Total - Sources Luna Term Loan Luna Revolver Saturn Term Loan 7 Saturn Senior Notes Transaction Costs 7 Total 11 Uses Uses Saturn Equity Purchased With Cash Saturn Equity Purchased With Stock Luna Senior Notes $mm 2,605 850 500 1,210 5,165 $mm 2,012 1,174 225 400 161 391 677 125 5,165 16#18Luna Snapshot Summary Trading Valuation (as of 6/13/2016) (Smm, unless indicated) Share Price Market ($) Equity Value Plus: Net Debt @ 3/31/16² Plus: Minority Interests @ 3/31/16 Less: Equity Investments @ 3/31/16³ Gross Enterprise Value Less: Value of Tax Attributes Adj. Enterprise Value EV/ FY 2016A EBITDA (Pre-SBC) FY 2017E EBITDA (Pre-SBC) FY 2016A EBITDA (Post-SBC) FY 2017E EBITDA (Post-SBC) Leverage Net Debt/FY 2017E EBITDA Net Debt / FY 2017E EBITDA (Adjusted for Startup Costs) Credit Ratings Metric (Smm) 118 192 Holder Name MHR Capital Research & Manag, Co. (World Investors) Fidelity Capital Research & Manag. Co. (Global Investors) The Vanguard Group Naya Capital Management UK Ltd. Discovery Communications Liberty Global Kornitzer JCM Top 10 Holders 40 106 Top 10 Shareholders in Luna Shares 30.2 8.8 8.5 7.8 7.4 5.4 5.0 5.0 4.6 87.2 Source: Public company filings, Wall Street research Notes: Gross Multiple 29.6x 18.2x 86.9x 33.0x Mkt Value (Smm) 643 188 180 167 158 116 106 106 98 1,856 Draft Working Materials - Subject to Change $21.25 3,250 788 91 (634) 3,495 (769) 2,726 Adjusted Multiple 23.1x 14.2x 67.8x 25.7x 3.1x 4.8x BB-/Ba3 % OS 19.8% 5.8% 5.5% 5.1% 4.8% 3.6% 3.3% 3.3% 3.0% 2.9% 57.0% FY 2016A Revenue Breakdown ($mm) FY 2016A Revenue by Segment $670, 29% Motion Pictures Television Production $1,678, 71% FY 2016A Revenue by Geography $104, 36% $797, 34% United States Other FY 2016A Contribution Breakdown ($mm) $1,550, 66% $184, 64% Motion Pictures Television Production 1) Based on fully diluted shares outstanding using treasury stock method; convertible debt treated on an as-if converted basis with appropriate dilutive impact to shares outstanding for in the money 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 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 LionTree Media Celestial Tiger stakes valued at $65mm; Satum stake based on market prices 3) 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 17#19Luna LTM Stock Price Performance $55.00 $45.00 $35.00 $25.00 $15.00 August 7, 2015, Luna reports better than expected results amid weak cable network earnings environment - Stock up 6.4% to $37.61 6/13/2015 quer m 8/13/2015 November 10, 2015, Liberty Global and Discovery each acquire a 3.4% stake in Luna & Luna misses revenue and EBITDA earnings - Stock up 2.2% to $39.83 LionTree Source: FactSet 10/13/2015 Note: S&P 500 indexed to Luna share price Draft Working Materials - Subject to Change November 23, 2015, Mockingjay Part 2 opens to $101mm, $57mm less than Catching Fire Stock down 0.2% to $35.00 12/13/2015 Luna S&P 500 Stock Performance (as of 6/13/2016) S&P 500 Luna 51.7% 97.7% 4.6% 0.7% (10.8%) 2.9% (36.5%) 2.8% (41.7%) (1.4%) Period % of 52-Week High 1-Month 3-Month 6-Month 1-Year February 4 & 5, 2016, Luna announces that it is in merger discussions with Saturn / Luna misses EBITDA estimates by 50% - Stock down 27.2% to $18.53 2/13/2016 4/13/2016 May 26, 2016, Luna announces Stronger than expected earnings - Stock up 7.6% to $21.26 (1.4%) (41.7%) 6/13/2016 18#20Luna Research Analyst Price Targets Luna currently trades at a 26.1% discount to the average analyst price target Topeka (05/27/16) Argus Research Corp (06/06/16) Bernstein (06/03/16) Evercore ISI (06/12/16) Wunderlich Securities (05/27/16) Piper Jaffray (06/07/16) B Riley & Co (06/13/16) Jefferies (05/27/16) CM Research (03/14/16) Barrington Research (06/06/16) Pacific Crest Securities (06/07/16) Macquarie (05/30/16) J.P. Morgan (05/26/16) Goldman Sachs (05/27/16) FBR Capital Markets (06/05/16) RBC Capital Markets (06/13/16) Cowen (06/13/16) $0.00 LionTree Source: Wall Street research Draft Working Materials - Subject to Change Current: $21.25 $10.00 $20.00 Buy Rating $23.00 $23.00 $24.00 $22.00 Target Avg.: $28.75 $26.00 $27.00 $27.00 $27.00 $29.00 $28.67 $30.00 $30.00 $30.00 $32.00 $32.00 $34.00 $34.00 Hold Rating $40.00 $40.00 Sell Rating $50.00 19#21Luna Financial Projections - Per Luna ($mm) Motion Pictures % Growth Television % Growth Revenue % Growth Gross Contribution Motion Pictures % Margin Television % Margin Total Gross Contribution % Margin EBITDA (incl. equity gains) % Growth % Margin EBITDA (excl. equity gains) % Growth % Margin Unlevered Free Cash Flow % Growth Levered Free Cash Flow % Growth LionTree Note: Per Luna management Draft Working Materials - Subject to Change 2016A 1,678 670 2,347 184 11.0% 104 15.5% 288 12.3% 162 6.9% 111 4.7% 126 70 Fiscal Year Ended March 31, 2017E 2018E 1,874 11.7% 979 46.1% 2,853 21.5% 267 14.2% 116 11.8% 383 13.4% 251 54.5% 8.8% 192 73.0% 6.7% 155 23.2% 93 32.5% 1,913 2.1% 1,094 11.8% 3,007 5.4% 279 14.6% 135 12.3% 414 13.8% 264 5.1% 8.8% 220 14.7% 7.3% 172 11.3% 115 22.9% 2019E 2,404 25.7% 1,188 8.6% 3,592 19.5% 361 15.0% 170 14.3% 531 14.8% 348 32.1% 9.7% 301 36.7% 8.4% 202 17.1% 152 32.6% CAGR '16A-'19E 12.7% 21.1% 15.2% 25.1% 17.7% 22.6% 17.8% 25.2% 14.1% 27.7% 20#22Luna EBITDA Bridge (Smm) 2017 2018 2019 251 EBITDA as reported by Luna 264 EBITDA as reported by Luna 348 EBITDA as reported by Luna 26 Equity Income 23 Equity Income 47 Equity Income 33 Gain on Sale 20 Gain on Sale 0 Gain on Sale Draft Working Materials - Subject to Change 192 EBITDA Pre-SBC 220 EBITDA Pre-SBC 301 EBITDA Pre-SBC 86 SBC 85 SBC 49 SBC 106 EBITDA Post-SBC¹ Startup Costs EBITDA Post-SBC & Startup Costs 136 65 252 46 EBITDA Post-SBC¹ Startup Costs 2 EBITDA Post-SBC Startup Costs Source: Luna management LionTree 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 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 $8.7mm in 2019E 90 EBITDA Post-SBC & Startup Costs 243 EBITDA Post-SBC & Startup Costs 21#23Value of Luna Offer - Sensitivity on Luna Stock Price Luna Stock Price % Premium/ (Discount) to Current Price: Exchange Ratio Value of Stock Portion Per Share (post 3% discount) Value of Cash Portion Per Share Value of Offer Pre-Synergies PV of Cost Synergies ($mm)¹ PV of Tax Synergies ($mm)¹ PV of Synergies ($mm)¹ Saturn PF Ownership (incl. Equity Raise)² PV of Synergies to Saturn Shareholders ($mm) Saturn Shares Outstanding @Offer (mm)³ Synergies per Saturn Share Value of Offer (Incl. Synergies) % Premium to Current Class A Satum Price: % Premium to Satum Midpoint DCF Value Per Share: Satum Management Case DCF Satum Sensitivity Case DCF Satum Research Case DCF $15.00 $16.00 $17.00 $18.00 $19.00 $20.00 $21.25 $22.00 $23.00 $24.00 $25.00 (29.4%) (24.7%) (20.0%) (15.3%) (10.6%) (5.9%) 0.0% 3.5% 8.2% 12.9% 17.6% 0.566x 0.566x 0.566x 0.566x 0.566x 0.566x 0.566x 0.566x 0.566x 0.566x 0.566x $8.24 $8.78 $9.33 $9.88 $10.43 $10.98 $11.67 $12.08 $12.63 $13.18 $13.73 $20.00 $20.00 $20.00 $20.00 $20.00 $20.00 $20.00 $20.00 $20.00 $20.00 $20.00 $28.24 $28.78 $29.33 $29.88 $30.43 $30.98 $31.67 $32.08 $32.63 $33.18 $33.73 295 586 881 24.4% Draft Working Materials - Subject to Change 215 100 16.8% 295 295 295 586 586 586 586 881 881 881 24.4% 24.4% 24.4% 24.4% 215 100 295 215 100 215 100 881 215 100 295 586 881 24.4% 215 100 $2.15 295 295 295 295 586 586 586 586 881 881 881 881 24.4% 24.4% 24.4% 24.4% 215 100 215 100 215 100 215 100 295 586 881 18.9% 21.0% 23.2% 25.3% 27.4% 30.0% 31.6% 33.7% 35.8% 24.4% $2.15 $2.15 $2.15 $2.15 $2.15 $2.15 $2.15 $2.15 $2.15 $2.15 $30.39 $30.94 $31.49 $32.03 $32.58 $33.13 $33.82 $34.23 $34.78 $35.33 $35.88 37.9% 215 100 (5.7%) (4.0%) (2.3%) (0.6%) 1.1% 2.8% 5.0% 6,2% 7.9% 9.6% 11.4% 2.4% 4.2% 6.1% 7.9% 9.8% 11.6% 13.9% 15.3% 17.2% 19.0% 20.9% 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 LionTree of integration costs; -$57mm in annual tax savings 2) Assumes equity raised at current Luna price of $21.25 3) Excludes Saturn shares held by Luna 22#24Preliminary Liquidity Analysis - Subject to Further Diligence (Smm, unless indicated) Saturn EBITDA Luna EBITDA EBITDA Synergies Total EBITDA Less: Capex Less: Investment in Film and TV, Net of Amort. Less: Working Capital Less: Other Adjustments Unlevered Pre-Tax FCF Less: Pro Forma Interest Less: Pro Forma Taxes Free Cash Flow Less: Dividend Post-Dividend Cash Flow Ending Net Debt Ending Net Leverage Lion Tree Calendar YE Dec. 31, 2016 2017 490 229 - 719 (37) (120) 70 (76) 556 (170) 386 (82) 304 3,507 4.9x 543 260 20 823 (27) 75 (68) (80) 723 (170) 553 (86) 467 Draft Working Materials - Subject to Change 3,039 3.7x Source / Preliminary Assumption 612 Per Saturn management 327 As reported by Luna management 40 Subject to further diligence 979 2018 (20) Per Luna and Saturn management plans (13) Per Luna and Saturn management plans (97) Per Luna and Saturn management plans (67) 782 (170) 612 522 (90) Assumes same dividend per share issued to all pro forma shareholders 2,517 Includes adjustments for acquisition related charges, restructuring, EMEs, start-up costs and gain on investments 2.6x Based on preliminary financing structure as described on page 16 Assumes pro forma company pays no taxes through 2018 (subject to further diligence) 23#25Section 4 Preliminary Lion Tree Draft Working Materials - Subject to Change Transaction Overview#26Illustrative LionTree Draft Working Materials - Subject to Change Transaction Summary 25#27Snapshot LionTree Draft Working Materials - Subject to Change 26#28Research Analyst Price Targets LionTree Source: Wall Street research Draft Working Materials - Subject to Change Buy Rating Hold Rating Sell Rating 27#29Financial Projections Lion Tree Source: Public company filings, Wall Street research Draft Working Materials - Subject to Change 28#30Discounted Cash Flow Analysis¹ ($mm) 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 Present Value of Terminal Value Present Value of Enterprise Less: Net Debt & Other Present Value of Equity Shares Price Per Share Source: Wall Street research Draft Working Materials - Subject to Change LionTree Notes: WACC 2016E Fiscal Year Ended December 31, 2017E 2019E 2018E DCF Equity Value Per Share LTM Terminal EBITDA Multiple 2020E 29#31Value of LionTree Note: Draft Working Materials - Subject to Change Stock Price Fixed Exchange Ratio Offer - Sensitivity on 30#32Draft Working Materials - Subject to change Appendix Additional Reference Materials Lion Tree#33Side-by-Side Trading Analysis (Suwn, unless indicated) Class A Price ($)¹ Fully Diluted Class A Shares Class B Price ($)¹ Fully Diluted Class B Shares Blended Price ($) Fully Diluted Shares Equity Value Plus: Net Debt & Other¹ Enterprise Value Less: Value of Tax Attributes² Adj. Enterprise Value EV/ CY 2016EEBITDA- Management Case CY 2017E EBITDA - Management Case CY 2016E EBITDA- Research Case³ CY 2017E EBITDA- Research Case Leverage Net Debt/2016E EBITDA* '16E-'18E CAGRs Revenue EBITDA Analyst Price Targets High Average Premium to Curent Price Low Saturn Metric ($mm) 490 543 466 521 Draft Working Materials - Subject to Change $26.01 93.5 $25.94 9.9 $26.00 103.4 2,687 1,096 3,783 3,783 Mult 7.7x 7.0x 8.1x 7.3x 2.3x 4.8% 11.8% $35.38 $30.85 15.7% $22.57 Metric ($mm) 174 213 Luna Gross Mult 20.1x 16.4x $21.25 153.0 3,250 245 3,495 (769) 2,726 Adjusted Mult 15.7x 12.8x 3.3x 12.4% 27.2% $40.00 $28.75 26.1% $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 32 LionTree 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 $122mm 5) EBITDA shown pre stock based compensation 6) For Luna leverage purposes, EBITDA includes equity income from affiliates#34FY 2017E Plan Comparison ($mm) Revenue Motion Pictures % Growth Television % Growth Total Revenue % Growth Gross Contribution Motion Pictures % Margin Television % Margin Total Gross Contribution % Margin % Growth EBITDA Reported by Luna (incl. equity gains) % Margin % Growth LionTree Source: Luna management Note: 1) Other revenue and cost items not shown Draft Working Materials - Subject to Change March 2016 Plan 1,938 1,016 2,954 298 15.4% 128 12.6% 426 14.4% 302 10.2% June 2016 Plan 1,874 979 2,853 267 14.2% 116 11.8% 383 13.4% 251 8.8% Difference (New - Old) ($ Value) (64) (37) (101) (31) (12) (43) (51) (% Value) (3.3%) (3.7%) (3.4%) (10.4%) (9.6%) (10.2%) (17.0%) 83#35Discounted Cash Flow Analysis of Luna Synergies¹ ($mm) Synergies % Growth Less: Integration Costs EBIT (post-integration costs) Less: Taxes @ 20.0% After-Tax EBIT Tax Synergies Total FCF from Synergies % Growth Discounted Free Cash Flows NPV of Terminal Value Total Synergy DCF Value WACC 9.00% 9.25% 9.50% 9.75% 10.00% Saturn Value Per Share of DCF Synergies Annual Run-Rate Cost Synergies 40 $2.28 2.21 2.15 2.09 2.04 30 $2.09 2.03 1.97 1.92 1.87 35 $2.18 2.12 2.06 2.01 1.95 45 $2.37 2.31 2.24 2.18 2.12 Draft Working Materials - Subject to Change LionTree Source: Synergies per Saturn and Luna management 50 $2.47 2.40 2.33 2.27 2.21 WACC 9.00% 9.25% 9.50% 9.75% 10.00% 1) Assumes mid-year convention, discounted back to 3/31/16; assumes 9.50% WACC and 0.0% PGR Fiscal Year Ended December 31, 2018E 2017E 2019E 30 854 830 807 786 765 20 nm (10) 10 (2) 8 57 65 58 40 100.0% (20) 20 35 894 868 844 821 800 16 57 73 12.3% 59 Sensitivity of DCF Synergy Value 40 0.0% 0 40 (8) 32 57 89 21.9% 66 Annual Run-Rate Cost Synergies 40 933 906 881 857 834 45 972 944 918 893 869 2020E 40 0.0% 0 40 (8) 32 57 89 0.0% 60 637 881 50 1,011 982 955 929 904 34#36Analysis of Premiums For Voting vs. Non-Voting Shares Company Alphabet CBS Discovery Communications Liberty Braves Liberty Global Liberty Interactive Liberty Media Liberty Sirius Mean Median Meredith Corporation Low Vote/High Vote Twenty-First Century Fox, Inc. No Vote / Low Vote Viacom No Vote / Low Vote High Low Structure No Vote/ Low Vote No Vote/Low Vote No Vote/Low Vote No Vote / Low Vote LionTree Source: FactSet No Vote / Low Vote Low Vote / High Vote No Vote / Low Vote No Vote / Low Vote Draft Working Materials - Subject to change Current (1.8%) (6.5%) (3.4%) (2.6%) (2.2%) (0.2%) (1.7%) (1.2%) (6.8%) (0.6%) (10.4%) (3.4%) (2.2%) (0.2%) (10.4%) 6 Month Avg 1 Year Avg (2.5%) (3.2%) (7.9%) (7.7%) (3.3%) (4.7%) na (2.9%) (0.1%) (2.3%) na (6.1%) (0.5%) (7.8%) (3.7%) (2.9%) (0.1%) (7.9%) na (4.5%) (0.1%) (2.3%) na (6.4%) (0.3%) (4.7%) (3.8%) (4.5%) (0.1%) (7.7%) 3 Year Avg na (3.2%) (6.2%) na (5.5%) 0.6% (2.3%) na (3.4%) 1.4% (1.3%) (2.5%) (2.7%) 1.4% (6.2%) 5 Year Avg na (2.5%) (7.6%) na (6.4%) 1.4% (2.3%) na (3.1%) 0.5% (3.5%) (2.9%) (2.8%) 1.4% (7.6%) 35#37Luna Production Slate Update Title Power Rangers Boo! A Madea Halloween Deepwater Horizon The Wild Life Out Kind of Traitor Now You See Me 2 The Divergent Series: Allegiant Gods of Egypt The Hunger Games: Mockingjay Part 2 Film¹ The Divergent Series: Insurgent The Hunger Games: Mockingjay Part 1 Divergent Now You See Me The Hunger Games: Catching Fire The Hunger Games LionTree Release Date March '17 October '16 September '16 September '16 July '16 June '16 March '16 February '16 November 15 March '15 November '14 March '14 May '13 November '13 Total Gross ($mm) $45.8 $177 $142 $653 $297 $755 $289 $352 $865 Draft Working Materials - Subject to change $694 Title Mad Men Nurse Jackie Orange Is The New Black Nashville Manhattan The Royals Anger Management Houdini March '12 Source: Company filings, Box Office Mojo Note: 1) Includes domestic and international box office sales through Sunday June 12, 2016 Seasons 7 7 3 3 1 1 Television 2 Renewed for S2. E! network series i.e. less premium Cancelled. 100 episodes aired Mini-series, not repeating Ascension 1 Mini-series, not repeating ■ Appears to be weakening TV production slate, although we note we have not seen development slate 1 Comment Finished FY15 Finished FY15 Breakout hit, renewed for S4. Probably another 3 - 4 seasons to come Renewed for S4 (Sep-15). Decline in average rating (S3: 1.34 vs. S2: 1.5). S2 ratings also declined over its run Renewed for S2 with good reviews. WGN series i.e. less premium ■Loss of AMC (Mad Men) and Showtime (Nurse Jackie) titles, which have been replaced by less premium basic cable series and miniseries Mad Men and Nurse Jackie still expected to provide ongoing library value to Luna at a strong margin 36#38Luna Detailed Financial Projections (Fiscal Year) Fiscal Year Ended March 31, 2016A 2015A ($mm) Motion Pictures % Growth Television Productions % Growth Revenue % Growth Direct Operating Expenses Motion Pictures % of Segment Revenue Television % of Segment Revenue Direct Operating Expenses % of Revenue Distribution and Marketing. Motion Pictures % of Segment Revenue Television % of Segment Revenue Distribution and Marketing % of Revenue Gross Contribution Motion Pictures % Margin Television % Margin Total Gross Contribution % Margin General and Administrative Plus: SBC Other Add Backs EBITDA (incl. equity gains) % Growth % Margin EBITDA (excl. equity gains) % Growth % Margin 2013A 2,329 379 2,708 (1,078) 46.3% (313) 82.5% (1,391) 51.3% (788) 33.8% (30) 8.0% (818) 30.2% 464 19.9% 36 9.4% 500 18.4% (216) 48 332 12.2% 335 12.4% 2014A 2,183 (6.3%) 447 18.0% 2,630 (2.9%) (981) 44.9% (388) 86.8% (1,369) 52.1% (710) 32.5% (30) 6.6% (740) 28.1% 492 22.5% 30 6.6% 521 19.8% (247) 72 346 13.2% 321 (4.0%) 12.2% Draft Working Materials - Subject to Change Source: Public company filings, Wall Street research LionTree 1) Fiscal years 2017E-2019E based on Luna estimates 2) Other revenue and cost items not shown 1,820 (16.6%) 580 29.5% 2,400 (8.8%) (828) 45.5% (488) 84.2% (1,316) 54.8% (543) 29.8% (36) 6.2% (579) 24.1% 450 24.7% 55 9.5% 505 21.0% (254) 82 53 385 11.2% 16.0% 332 3.4% 13.9% 1,678 (7.8%) 670 15.6% 2,347 (2.2%) (874) 52.1% (532) 79.4% (1,407) 59.9% (619) 36.9% (39) 5.9% (658) 28.0% 184 11.0% 104 15.5% 288 12.3% (256) 79 51 162 (57.8%) 6.9% 111 (66.6%) 4.7% 2017E 1,874 11.7% 979 46.1% 2,853 21.5% (911) 48.6% (837) 85.6% (1,749) 61.3% (680) 36.3% (30) 3.0% (710) 24.9% 267 14.2% 116 11.8% 383 13.4% (277) 86 59 251 54.5% 8.8% 192 73.0% 6.7% 2018E 1,913 2.1% 1,094 11.8% 3,007 5.4% (884) 46.2% (929) 84.9% (1,813) 60.3% (697) 36.5% (35) 3.2% (733) 24.4% 279 14.6% 135 12.3% 13.8% (279) 85 43 264 5.1% 8.8% 220 14.7% 7.3% CAGR 2019E $13A-16A 2,404 25.7% 1,188 8.6% 3,592 19.5% (1,103) 45.9% (990) 83.3% (2,093) 58.3% (825) 34.3% (35) 2.9% (860) 23.9% 361 15.0% 170 14.3% 531 14.8% (279) 49 47 348 32.1% 9.7% 301 36.7% 8.4% (4.7%) (21.2%) (30.8%) CAGR 17E-19E 12.2% 17.8% 25.2% 37#39Saturn / Luna Historical Exchange Ratio 1.400x 1.300x 1.200x 1.100x 1.000x 0.900x 0.800x 0.700x 6/13/2015 LionTree Source: FactSet Favors Saturn Favors Luna Draft Working Materials - Subject to Change Note: Assumes 100% stock transaction витра Exchange Ratio 1.224x Current 1-Month Average 3-Month Average 1.262x 1.251x 6-Month Average 1.178x 1-Year Average 1.106x 10/13/2015 Exchange Ratio (Saturn Share Price / Luna Share Price) 2/13/2016 1-Year Avg. 1.224x 1.106x 6/13/2016 38#40Saturn / Lion Tree Draft Working Materials - Subject to Change Historical Exchange Ratio Source: FactSet Note: Assumes 100% stock transaction 39#41Disclaimer Draft Working Materials - Subject to Change 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. 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