Privileged and Confidential Starz Deal Summary January 29, 2009.
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Transcript of Privileged and Confidential Starz Deal Summary January 29, 2009.
Privileged and Confidential
Starz Deal Summary
January 29, 2009
2Privileged and Confidential
Deal Summary
• Secured 3 year extension to the Starz deal
• Original deal expired with December 2013 theatrical releases; new deal provides Sony security of a Pay TV deal through December 2016 theatrical releases
• License fees and bonus continue to be above market
• New deal provides framework for Starz services on the internet, helping to ensure premium access and premium messaging
– Suggested list price at premium levels
– Cap on number of subscribing households
• Deal expands Sony’s rights to offer on-demand services before and during the Starz windows
3Privileged and Confidential
Agenda
• Opportunities for Sony Platforms
• Internet Terms for Starz Play Service
• Output deal terms
– Rate card and bonus
– Title caps / qualifications
4Privileged and Confidential
Opportunities for Sony Platforms
5Privileged and Confidential
Expanded On-demand Rights
• In exchange for substantial license fees, our previous Starz deal licensed exclusive rights to our films during the Pay window through 2013
• Like other Pay TV channels (HBO, Showtime) Starz’ exclusivity placed certain restrictions on the studio’s ability to offer on-demand services through traditional customers (MSOs, DBS) and owned platforms (BIVL/ PSN)
• Under our new deal through 2016, we have significantly improved our ability to offer on-demand services including some new rights specific to Sony-owned platforms
6Privileged and Confidential
Summary of Rights
Summary Improvements for Sony
Home
Theater
• Can offer as early as 4 weeks before theatrical > 300% of avg. ticket price
• Can offer for a 60 day period starting 4 weeks after theatrical > 200% of avg. ticket price
• Secured ability to offer at a more reasonable price (i.e., > 200% of avg. ticket price) without triggering Starz window
EST
• Can be offered any time
• Triggers Starz window 4.5 months later (same as home video)
• Reduced EST pricing floor during Pay 2
PPV/VOD
• PPV/VOD can occur any time on new media (e.g., Internet or mobile)
• PPV/VOD over cable/sat/IPTV can occur before or after Starz window, or during last 3 months of each pay window
• Triggers Starz window 3.5 months later
• Clarified that PPV/VOD on “new media” includes delivery over mobile
• Secured right to overlap cable/sat/IPTV with last 3 months of Pay 1 and Pay 2
• Extended viewing period from 24 hrs to 72 hrs
“Free” (Linear/FOD)
• Free views (linear ad-supported and FOD) prohibited until the end of Starz windows
• Secured exception, allowing us to bundle 2 “free on demand” titles each year with Sony hardware
Subscription
• No subscription pay until end of Starz second window except:
– 6 films / year on an SPE mobile service
– MFN to offer Starz Play on Sony platforms
• Ability to offer 6 titles on SPE mobile services and MFN for Starz Play on our platforms are both new rights
7Privileged and Confidential
Timeline of Windows*
Theatrical Release
Theatrical Release Home VideoHome Video
PPV / VOD (Standard or Day & Date)
PPV / VOD (Standard or Day & Date)
10 months from theatrical (was 12 months)
3.5 months from VOD (was 8 months; not necessary with home theater carve-out)
4.5 months from Home Video (was 6 months)
3.5 months from PPV (was 6 months)
Home Theater / Early WindowHome Theater / Early Window
Pay 1 Triggers
Pay 1 Window: No Black; 16 mos. current,
18 mos. in extension (was 15 plus black)
Pay 1 Window: No Black; 16 mos. current,
18 mos. in extension (was 15 plus black)
No Pay 1 trigger
* Special rules apply to Thanksgiving, Chanukah and Christmas themed pictures.
8Privileged and Confidential
Possible Offerings for Sony Platforms
FOD exhibition Bundled with Sony Product:
• When is this available to BIVL / PSN ? Prior to the Starz window
• What exhibition rights does it cover? A free on-demand exhibition of any picture can be bundled with purchase of a Sony device that retails for ≥$100
• Any other limitations? Picture can be exhibited to consumers that purchased the bundle (but not to BIVL installed base). Exhibition window limited to maximum of 2 months for each picture
Home Theater:
• When is this available to BIVL / PSN? Can be offered 4 weeks on either side of the theatrical release (at price ≥ 300% of Avg. Theatrical Admissions) or for 60 day window starting 4 weeks after theatrical through home video date (at price ≥ 200% of Avg. Theatrical Admissions)
• What exhibition rights does it cover? Must be offered as a PPV/VOD product (transaction charge for viewing, 72hr max viewing period)
• Any other limitations? Any Home Theater offering would be subject to other considerations (e.g., theatrical exhibitor relations)
PPV/VOD:
• If operating as a service with PPV/VOD functionality, BIVL/PSN could exercise PPV/VOD rights on SPE Pictures
• When is this available to BIVL/PSN? In the standard PPV/VOD window (currently 30-45 days after theatrical release)
• What exhibition rights does it cover? Transactional PPV (exhibitions starting at intervals selected by BIVL) and VOD (exhibitions starting at time selected by consumer)
• Any other limitations? PPV/VOD parameters are:
– 72-hour viewing period
– Per-transaction charge made to the consumer (subject to deemed minimum retail prices) for each viewing
SVOD:
• BIVL/PSN could also be able to take advantage of an MFN that gives an SPE affiliate access to the Starz Play SVOD service delivered over the Internet. The exhibition window would be the same as Starz' pay window and, if BIVL/PSN ended up availing themselves of the MFN, SEL would need to obtain the distribution rights directly from Starz
9Privileged and Confidential
Internet Terms for Starz Play Service
10Privileged and Confidential
Overview of Internet Approach
• Overall philosophy is to ensure that online Starz is offered on a premium basis, primarily by video-based services
• A cap on total internet subscribers ensures service is offered to no more than roughly half of broadband households
• Suggested list prices help ensure service is positioned as premium
– Online services may offer actual prices below suggested list prices; however those subscribing at a discount will be counted as multiple subscribers against the cap
• Marketing and messaging further ensure premium positioning
• Most SOD restrictions that applied under the previous deal (e.g., maximum of 72% of titles available at one time) continue to apply on the internet
11Privileged and Confidential
Examples
Incremental Compensation
Premium
TV + Broadband DSL Only Open Internet*
(cable TV + broadband)
(DSL)
Starz Play only marketed as part of packages that include TV (e.g., double play / triple play).
Must include an ALC offer with suggested list pricing
No offers marketed as “free”
Available as an ALC “add-on” or part of a premium DSL tier each with suggested list pricing
No offers marketed as “free”
Available as an ALC “add-on” or part of a premium video content tier each with suggested list pricing
No offers marketed as “free”
Subscriber Caps to Encourage Premium
Internet SOD: Overview
* Customers that subscribe through an MSO’s web site (e.g. Fancast) will be considered “Open Internet” subscribers if they do not receive broadband from the MSO (e.g. Comcast) and subscribers through a telco’s web site will be considered “Open Internet” subscribers if that web site is not specifically dedicated to the telco’s DSL customers
12Privileged and Confidential
Suggested List Prices
Cable DSL Open Internet
Bundles
Not applicable; but may only bundle with
packages that include basic cable
Greater of $33 or
Basic+$5.99+$.01
$33 threshold moves up and down with market
changes
$13.99 through 2012
$16.99 thereafter
A La Carte in addition to a video service
N/A
$5.99 through 2012
$7.99 thereafter
A La Carte without an
underlying video service
$5.99 through 2012
$7.99 thereafter
$13.99 through 2012
$16.99 thereafter
Litigation settlement terms: (1) through June 2009, Netflix SLP will be $7.99 ALC, $8.99 bundled. Thereafter, Netflix SLP will be the same as other Open Internet services (2) Verizon SLP for bundles is $29.99 through 12/31/13.
13Privileged and Confidential
Subscriber Cap Adjustment
HH Cap
Internet SOD: Household Cap and Rate card
Rate card
• Cap applies to all instances of Starz Play (TV+BB, DSL Only, and Open Internet)
• Household cap for Starz Play is 35MM in 2009; growing to 50MM in 2012
• Starting 2013, cap grows as a % of growth in high-speed internet households (but never less than 50MM)
• Subscribers purchasing below suggested list prices are included as multiple subscribers against the cap
• Example:
• Rate card applies to Open Internet subscribers only (excluding Netflix)
• Total annual fees to SPE capped at $20MM (expected value is less than $20MM as much of cap likely to be filled by TV+BB and DSL Only subs)
• Litigation settlement terms (Netflix): $2MM per year for next 3 yrs (if Netflix terminates, SPE receives single $2MM payment)
Year HH Cap
2009 35MM
2010 40MM
2011 45MM
2012 50MM
2013+ 50MM+ grows
% Decrease from List Price
Subscriber Multiplier
0 – 10% 1.75x
10 – 20% 2.5x
20 – 50% 3.25x
50 – 80% 4x
80 – 100% 10x
10M subs at SLP
10.0M
10M subs at 15% below SLP
25.0M
(10.0 x 2.5 = 25.0)
Total Subs 35.0M
Subs (MM)
Rate card
Incremental/ Max Total
(MM)
0-10 $0.33/yr $3 / $3
10-15 $0.50/yr $3 / $6
15-20 $0.75/yr $4 / $10
20-25 $1.00/yr $5 / $15
25-30 $1.25/yr $5 / $20
14Privileged and Confidential
Other SOD Restrictions (Applies on Cable, Satellite, IPTV and Internet)
• Titles may be available for no more than 72% of the days of the linear license period
• Titles may only be available on SOD during a month of linear exhibition (with limited exceptions for SOD premieres): 120 days across up to 10 Starz channels for each of pay 1 (16-18 months) and pay 2 (13 months)
• SOD for cable (or mobile) is only as an "add-on" to a linear service, no stand-alone SOD except on the Internet
• Titles cannot be more than 50% of the SOD titles on the service in any calendar quarter
• Imposed up-to-date content protection requirements and usage rules on Starz
15Privileged and Confidential
Title Caps / Qualifications
16Privileged and Confidential
Title Caps/Qualifications for 2009 – 2013 Theatrical Releases
A Total Cap of 50 Films Released Per Year
SPC Films
“A” Films (Sony Releases - e.g., Columbia or Screen
Gems)
“B” Films (e.g., Acquisitions)
15 25 10(lower rate card than
“A”/SPC titles)
≤6 Sony Rent-A-System Films
≤4 Third Party Rent-A-System Films
(Excess “A” films may fill “B” slots if
available)
(SPC films can fill “A” slots if there are
open “A” slots in that Year)
(SPC films can also fill “B” slots if there are open “B”
slots in that Year)
Acquired from a single source per
Year
Acquired from up to 2 sources per Year (unless MGM)
17Privileged and Confidential
Qualifications Chart for 2009 – 2013 Theatrical Releases
(1) The 800 screen minimum does not apply to (A) SPC films designated as overflow “A” category films, or (B) up to 3 qualifying films per Year, provided those films have EITHER (i) P&A greater than $20M OR (ii) release on at least 550 screens at widest point of theatrical release in the Territory.
CAP(on # of films Starz must
license)
Theatrically Released by
Meet at least 1 Additional Element
Meet at least 1 Minimum
Requirement
License FeeProvision
“A” Films 25 releases per Year (Excess “A” films may fill “B” slots if available)
Any SPE label on at least 800 screens[1]
Yes Yes Full Fee
“B” Films 10 releases per Year Any SPE label Yes Yes 65% of Rate Card
Sony Rent-A-System (categorized as “B” films)
No more than 6 “B” films can be Sony RAS acquired from up to 2 sources per Year (if any MGM franchise film is designated a Sony RAS, then # of sources can be 3)
Any SPE Group Member
Does not satisfy any of the “Additional Elements”
Yes 65% of Rate Card
Third Party Rent-A-System(categorized as “B” films)
No more than 4 “B” films can be acquired from a single source per Year.
Not Theatrically Released by an SPE Group Member
Does not satisfy any of the “Additional Elements”
Yes 65% of Rate Card; $7M cap per Picture
SPC Films 15 releases per Year(overflow “A” category films or “B” category films if there are open “A” film or “B” film slots in that Year)
SPC or successor label
Yes Yes Full Fee
18Privileged and Confidential
Film Qualifications
Film Qualifications. Subject to the exceptions or exclusions described below, the new Starz agreement covers films that:
• Are Feature Length (75 mins., including credits)
• Are Theatrically Released by an SPE Group Member in the Territory (except for Third Party RAS Pictures), meaning that SPE Group member did ANY 3 of the following:
– Booked US theaters
– Selected US release date
– Controlled 100% of US theatrical Film Rentals*
– Controlled/had final approval over US theatrical marketing plans*
– Controlled/had primary responsibility for US theatrical ad buys*
* Note: SPE may engage third parties under SPE control
• Are Rated “R” or less restrictive.
• Have an Initial Theatrical Release during the Term.
– A narrow exception to Initial Theatrical Release exists for Home Theater exhibitions.
• Meet the “Minimum Requirements”: each film must have EITHER (a) P&A of at least $250k and theatrical release on at least 20 screens OR (b) at least $4.5M negative cost.
• No recorded live event programs (concerts, stage plays, musicals, dance performances and sports), but motion pictures that are not recordings but are documentaries or dramatizations are included.
• “Additional Elements” with respect to a Picture are:
– 50% or more of total P&A expenses incurred by SPE Group Member, either directly or via financiers/investors.
– Arises out of script/screenplay/property developed by SPE Group Member
– Produced under control/direction/supervision of an SPE Group Member
– SPE Group Member was responsible for at least 25% of negative costs
– Picture based on underlying property owned/controlled by SPE Group Member
– At time of Theatrical Release, all US Home Video and TV rights are owned/controlled by SPE Group Member.*
* Note: If a Picture only satisfies the final Additional Element and is produced by a Major Studio, Lionsgate or Weinstein, or any company with a home video distribution unit, it shall be classified as a Sony Rent-A-System Film.
• Right of First Negotiation/Refusal: Starz has a right of first negotiation and first refusal for pictures (other than Third Party Rent-A-System Films) that exceed the caps above, or fail to meet the Minimum Requirements, or are not Feature Length.
19Privileged and Confidential
Title Caps/Qualifications for 2014 – 2016 Theatrical Releases
A Total Cap of 50 Films Released Per Year
SPC Films
“A/B” Films (e.g., Columbia, Screen Gems or
Acquisitions)
15 35
≤6 Sony Rent-A-System Films
≤4 Third Party Rent-A-System Films
(SPC films can fill “A/B” slots if there are open “A/B”
slots in that Year)
Acquired from a single source per Year
Acquired from up to 2 sources per Year
(unless MGM)
20Privileged and Confidential
Qualifications Chart for 2014 – 2016 Theatrical Releases
CAP(on # of films Starz must
license)
Theatrically Released by
Meet at least 1 Additional Element
Meet at least 1 Minimum
Requirement
License Fee Provision
“A/B” Films 35 releases per Year Any SPE label Yes Yes Same fee
SPC Films 15 releases per Year(excess films may be licensed as overflow “A/B” category films if there are open “A” film or “B” film slots in that Year)
SPC or successor label
Yes Yes <1 counts as wide release film
Sony Rent-A-System(categorized as an “A/B Film”)
No more than 6 “A/B” films can be Sony RAS acquired from up to 2 sources per Year (if any MGM franchise film is designated a Sony RAS, no. of sources can be 3)
Any SPE Group Member
Does not satisfy any of the Additional Elements”
Yes
Third Party Rent-A-System(categorized as an “A/B Film”)
No more than 4 “A/B” films can be acquired from a single source per Year.
Not Theatrically Released by an SPE Group Member
Does not satisfy any of the Additional Elements
Yes Fee caps:2/yr $6M each2/yr $5M each
21Privileged and Confidential
– Overall cap above anticipated output levels
– Excess SPC films can spillover into A/B titles
Caps on Films
Historical (CY) MRP Period (FY)
CY05 CY06 CY07 FY08 FY09 FY10 FY11 Avg. (09 -13)
Cap(14 -16)
Cap
“A” Titles 15 19 19 22 17 17 20 18 25
35
“B” Titles (1) 4 3 3 6 6 6 6 5 10
SPC 19 16 18 13 19 20 20 18 15 15
Total 38 38 40 41 42 43 46 41 50 50
(1) FY08-FY12 based on FY09 Q1 forecast estimates.
22Privileged and Confidential
Rate card and Bonus
23Privileged and Confidential
Rate card and Bonus
• Current term (2009 – 2013)
• Rate card unchanged from 2009 – 2011
• Rate card reduced 12.5% for “A” titles including SPC titles during 2012 – 2013
• Annual Bonus of $47.5MM unchanged
• Extension term (2014 – 2016)
• Rate card reduced 35% from 2009 levels
• Addition of low volume rate card discounts
• Annual bonus of $38.7MM - $40MM (based on payment option selected by Sony)
• Supercaps
• No change through 2011
• Starting with 2012 releases:
–The deal eliminates the current higher rate card for two pictures per year
–No more than 4 total pictures (no more than 1 in any year) at the highest tier
24Privileged and Confidential
Rate card – 2009, 2010 and 2011 – Unchanged
• For Pictures with General Theatrical Release (or, if no General Theatrical Release has occurred, Initial Theatrical Release) in Years 2009, 2010 and 2011:
• Starz will pay a license fee equal to 65% of the applicable License Fee in the above table for each “B” film, however, that in no event shall such license fee be greater than $7.0MM for any 3rd Party Rent-A-System Film
Film Rentals: IncrementalPercentage:
Cumulative Fee atHighest Point in Range:
<$1 million 100% $1.0 million
$1 ≤$2 million 85% $1.85 million
$2 ≤$15 million 52% $8.61 million
$15 ≤$30 million 30% $13.11 million
$30 ≤$50 million 22.7% $17.65 million
$50 ≤$175 million 0% $17.65 million
$175 ≤$207.34 million 15% $22.5 million
> $207.34 million 0% $22.5 million
25Privileged and Confidential
Rate card for Supercap Titles – 2009, 2010 and 2011 – Unchanged
• Two Pictures with a General Theatrical Release (or, if no General Theatrical Release has occurred, Initial Theatrical Release) in each of Years 2009, 2010 and 2011 with the highest Film Rentals shall be calculated in accordance with the following table:
Film Rentals: IncrementalPercentage
Cumulative Fee atHighest Point in Range:
<$1 million 100% $1.0 million
$1 ≤$2 million 85% $1.85 million
$2 ≤$15 million 52% $8.61 million
$15 ≤$30 million 30% $13.11 million
$30 ≤$50 million 22.7% $17.65 million
$50 ≤ $73.5 million 10% $20.0 million
$73.5 ≤ $175 million 0% $20.0 million
$175 ≤$191.67 million 15% $22.5 million
> $191.67 million 0% $22.5 million
26Privileged and Confidential
Rate card – 2012 and 2013
• For Pictures with General Theatrical Release (or, if no General Theatrical Release has occurred, Initial Theatrical Release) in Years 2012 and 2013:
• 1 Picture in each of 2012 and 2013 may have a License Fee in either of the highest two tiers
• Starz will pay a license fee equal to 65% of the applicable License Fee in the above table for each “B” film, however, that in no event shall such license fee be greater than $7.0MM for any 3 rd Party Rent-A-System Film
Film Rentals: IncrementalPercentage:
Cumulative Fee atHighest Point in Range:
<$1 million 87.5% $875,000
$1 ≤$2 million 74.38% $1.62 million
$2 ≤$15 million 45.5% $7.53 million
$15 ≤$30 million 26.25% $11.47 million
$30 ≤$50 million 19.86% $15.44 million
$50 ≤$175 million 0% $15.44 million
$175 ≤$207.34 million 13.13% $19.69 million
> $207.34 million 0% $19.69 million
27Privileged and Confidential
• For Pictures with General Theatrical Release (or, if no General Theatrical Release has occurred, Initial Theatrical Release) in Years 2014, 2015 and 2016:
• 1 Picture in each of 2014, 2015 and 2016 may have a License Fee in either of the highest two tiers
• 3rd Party Rent-A-System Film fees capped at: 2/yr $6M each and 2/yr $5M each
• Low volume rate card:
Rate card – 2014, 2015 and 2016
Film Rentals: IncrementalPercentage:
Cumulative Fee atHighest Point in Range:
<$1 million 65.00% $650,000
$1 ≤$2 million 55.25% $1.20 million
$2 ≤$15 million 33.80% $5.6 million
$15 ≤$30 million 19.50% $8.52 million
$30 ≤$50 million 14.76% $11.47 million
$50 ≤$175 million 0% $11.47 million
$175 ≤$207.34 million 9.76% $14.63 million
> $207.34 million 0% $14.63 million
# of Wide Release A/B Films (incl. up to 1 SPC Film): Percentage Reduction:
12 to 14 6.5%
9 to 11 13%
Less than 9 33%
28Privileged and Confidential
2009 – 2013 – Unchanged
• In addition to the license fees, Starz will pay the amounts set forth below on the dates set forth below for Years 2009, 2010, 2011, 2012 and 2013:
2014 – 2016
• Starz shall pay to Sony, at Sony’s election (such election to be made on or before December 31, 2009), either: (a) $40 million on June 30 of each of 2015, 2016, and 2017; or (b) $38.73 million on March 15 of each of 2015, 2016, and 2017; or (c) $20 million on Feb 28/29 of each of 2015, 2016, and 2017 and $20 million on Oct 31 of each of 2015, 2016, and 2017.
Bonus
Payment Amount: Payment Due Date:
$47.5 million January 15, 2010
$47.5 million January 15, 2011
$47.5 million January 15, 2012
$47.5 million January 15, 2013
$47.5 million January 15, 2014
29Privileged and Confidential
Bonus Schedule for 2014 – 2016
CY14 CY15 CY16
Option #1
($38.73M every March 15)
Sum: $116.2M
NPV: $109.9M
Monthly Revenue: $3.05M
Mar 15 – $38.73M Mar 15 – $38.73M Mar 15 – $38.73M
Option #2
($40.0M every June 30)
Sum: $120.0M
NPV: $112.1M
Monthly Revenue: $3.11M
June 30 – $40.0M June 30 – $40.0M June 30 – $40.0M
Scenario #3
($20.0M every Feb28/29 and Oct 31)
Sum: $120.0M
NPV: $112.1M
Monthly Revenue: $3.11M
Feb 28/29 – $20.0M
Oct 31 – $20.0M
Feb 28/29 – $20.0M
Oct 31 – $20.0M
Feb 28/29 – $20.0M
Oct 31 – $20.0M
• The revenue recognition will be based on the NPV and not the sum of the cash
• The difference is booked to interest income below the line
NOTE: Assumes 5% discount rate.
30Privileged and Confidential
Appendix
31Privileged and Confidential
Overall Deal Terms
License Fees and Bonus
Current term (2009 – 2013)• Rate card unchanged 2009 – 2011• Rate card reduced 12.5% 2012 – 2013• Annual Bonus of $47.5MM unchanged
• We believe bonuses at this level are rare• Rate card remains well above market throughout current term • Although reduced, rate card in extension continues to be above
market
Extension term (2014 – 2016)• Rate card reduced 35%• Annual Bonus of $38.7MM
Extension valued at $500MM - $600MM
Annual Qualifying Films
• Up to 50 films per year • We believe all studios have Pay TV title caps and that ours is the highest and offers greater flexibility within our slate
• Cap exceeds historical and projected SPE slates
InternetSOD
• Premium pricing / access• Premium branding • Incremental fees
• Structure is in the spirit of traditional Pay TV flat fee model; but provides clear definition for “Pay TV on the internet”
• Potential additional upside for Sony
OtherBenefits
• 72 hour PPV/VOD viewing• Reduce Pay 2 EST wholesale to $3.48• Pay 2 Black Periods eliminated• Mobile/Cellular rights for Sony subscription
offering between Pay 1 & 2 for up to 6 pictures/year at less than $50MM DBO
• SCA allowed to exhibit up to 2 pictures /year on FOD basis if packaged with a Sony consumer electronics product >$100 / transaction
• MFN for PSN to offer Starz Play
• Increases Sony value in pre-Pay TV windows• Creation of 1 additional month of network window for Sony to
monetize• Improves Sony’s mobile/cellular offering• Improves Sony’s consumer electronics offering
Terms Comments
32Privileged and Confidential
Rights as Adjusted in New Starz Deal
• PPV/VOD can occur at any time prior to or during the Starz window, however, the Starz window is triggered 3.5 months afterwards
– Must be at an average wholesale price of at least $3.50 during the first part of Starz’ first pay window, $3.08 during the second part of Starz’ first pay window, and $1.53 during the second Starz pay window
– Viewing period can be up to 72 hours
– Same rules apply on cable and internet platforms (but no PPV/VOD can occur on cable/satellite/IPTV during Starz pay windows -- except for last three months of each pay window)
– Some early VOD exhibitions may qualify as "home theater" and would be subject to home theater terms
• Linear ad-supported strictly prohibited on all platforms until end of Starz windows
– On-demand ad supported (FOD), prohibited prior to and during Starz window with exception of 2 titles per year bundled with Sony hardware, subject to the following restrictions:
Each of the 2 exception pictures can only be exhibited up to a maximum of 2 months (although exhibition of the 2 exception pictures can begin at any time)
Must be bundled with the purchase of a Sony product or service retailing for $100 or more per transaction
• Pictures can be physically bundled on a widely used home entertainment format (e.g., on a Blu-ray disc) with Sony product/service retailing for more than $100/transaction up to 30 days prior to home video street date without triggering tolling period for Starz window (this is a distinct carve-out from the FOD bundle previously described)
33Privileged and Confidential
Rights as Adjusted in New Starz Deal (Cont’d)
• Pictures can be physically bundled on “Limited Home Video Release,” meaning on a format that is not widely adopted. If a Limited Home Video Release occurs earlier than 30 days before the Initial Home Video Release (i.e., DVD/Blu-ray street date), the Limited Home Video Release will count as the Initial Home Video Release and will start the tolling period for the beginning of the first Starz window (4.5 months later)
• EST can be offered any time; counts as DVD and triggers Starz window 4.5 months later– Must be at a wholesale price of not less than $6.95 (during pay 1) and $3.48 (during pay 2)– Pricing policy negotiated due to unusual nature of a pay provider allowing EST during pay windows
• Pictures can be exhibited by means of "home theater" as early as 4 weeks prior to initial theatrical release (at price ≥ 300% of Avg. Theatrical admissions) or for a 60-day window starting 4 weeks after initial theatrical release through home video street date (at price ≥ 200% of Avg. Theatrical admissions).
– Aside from the foregoing restrictions, "home theater" must otherwise comply with PPV/VOD terms (max 72 hr. viewing period, per-viewing fee charged to the consumer)
• No subscription-based in-store download (e.g., Kiosks) prior to the end of first Starz pay window.
• No subscription pay of any form until after the end of the second Starz window, except that between Starz pay windows SPE may exhibit up to 6 pictures (less than $50M DBO per picture) on an SPE-owned mobile subscription service for up to two months per picture. Each such picture can only be exhibited up to 2 months per year