Trian Partners Activist Presentation Deck
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...and Would Have Put Even More Stress on Disney's Balance Sheet
• Had Disney purchased Sky on top of the Fox deal, Disney would have paid -$100bn at a
combined transaction multiple of -20x EV/EBITDA
. Pro forma, it would have added -$67 bn of net debt to its balance sheet
. We estimate pro forma net leverage would be at -5x today, reflecting Disney's lower run-rate
EBITDA compared to FY 2018
Fox + Sky Transaction Overview (9/30/18 LTM)
Sbn, except share amt
Offer Price/Share
(x) Shares
Equity Purchase Price
(+) Net Debt & Other
Adj. EV
LTM EBITDA
Adj. EV /LTM EBITDA
Fox
$38.00 $21.10
1.88
1.77
$71
$37
($19)
$9
$52
$46
$2.0
26.5×
$2.8
16.2x
Fox + Sky
$109
$98
$4.8
(20.4x
0.9x
Disney
Standalone
$17
$17.8
$bn
Net Debt
EBITDA
Disney Net Leverage
Pro Forma - 9/30/18 LTM
3.7x
Disney
+ Fox & Sky
$84
$22.6/20
Pro Forma - Current
(5.1x
Pro forma
FY 2022
$83(3)
$16.4
Source SEC ings Company fings, FactSet
Note: (1) Sky valuation based on final reported bid of £15.67share and diluted share count reported by Comcast Form SK fied with the SEC dated 24/18 Sky share price and financials converted to USD at
the average GBPUSD FX rate between 6/30/17-6/30/18-1347. (2) Fox LTM EBITDA adjusted for the divestiture of RNs and YES Network, assumes Fox Sports Mexico & Brazil do not generate substantial
EBITOA and we do not factor in their potential purchase prices into this analysis given tack of disclosure on asset-level EBITDA or potential purchase prices; Sky Jun-18 LTM EBITDA reported per Sky 2018
Annual Report (3) Pro forma net debt calculated as the sum of Disney's FY 2022 net debt plus estimated Sky-related net debt of $46. 5on, which assumes Disney incurred $48bn of incremental net debt upon
completion of the Sky transaction, equivalent to the bransaction enterprise value adjusted to include our estimate of Sky's cumulative FCF of ($500mm) over the last three years using the Sky segment financials
disclosed in Comcast's Sings
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