EFTA01369730.pdf

Anna Arsairtera Co', Azteca Acquisition Corp. acquisition of InterMedia HEM SPHERE Espanol Holdings, LLC and Cine Latino, Inc. Transaction overview Summary of deal terms Pro forma capitalization - Aztecs Acquisition Corp. rAztecaD announced a business combination Structure - Azteca. WAPA and Cinelatino became indirect with InterMedia Espanol Holdings. LLC (•WAPA") and Cine Latino, Inc. subsidiaries of new parent holding company, Share dote' $10.25 ("Cinelatino•). under a new holding company named Hemisphere Media Hemisphere Group. Inc. ("Hemisphere') on January 23. 2013 Consideration - $.5mm cash Diluted shares 21 40 0 - transaction closed on Apnl 4, 2013 - $300mm Class B common shares', Equity market - Azteca is a Special Purpose Acquisition Company which raised - 3.0mm earn-out Class B common shareslcl value $410 $100mm in its June 2011 IPO Azteca sponsor forfeited 250.000 founder shares for no consideration Approval - 97% of shares voted in favor (none against) Net debt and converted an additional 250.000 founder shares to earn-out - 1,258.000 shares redeemed $5 shares(*) Warrant - All warrants restructured to reduce potential TEV 5416 - All warrants restructured to reduce potential dilution by halfs dilution by halts) Note: Units in million, except per - Azteca sponsor sold half of restructured warrants to Hemisphere for Management - To include existing management team of WAPA share data. $1.17mm and WAPACine shareholders purchased these same and Cinelatino (1) Share price as of April 4. 2013. warrants from Hemisphere for $1.17mm (exercisable into 1.17mm (2) Diluted shares include 30.0mm shares) Board of - Peter Kern (Chairman). Alan Sokol, Gabriel shares issued lo the sellers. - Special shareholder meeting was held on Apnl 4, 2013 to approve the directors Brener, John Engelman, Leo Hindery, Jr., James 8.7mm shares owned by Azteca McNamara. Eric Neuman, Vincent Sadusky, and transaction pubk shareholders, and 1.3m Ernesto Vargas Guajardo - 97% of the outstanding shares were voted in favor of the transaction shares evened by Azleca sponsor. and none against Lock -up One year lock-up for shares; earlier if price - 1,258.000 shares (512 6mm) were redeemed by public shareholders exceeds $11.50 following 150 days post closing. and 8,742.000 shares ($87.9mm) were unredeemed 30 days for warrants Sponsor returns WAPA and Cinelatino overview Pro forma ownership structure - WAPA consists of the leading broadcast television network and television content producer in Puerto Rico ('WAPA Television"). and a unique Spanish-language cable television network serving Hispanics in No. of shares Ownership the United States ("WAPA America") - WAPA Television, founded in 1954. is Puerto Rico's leading broadcast station with the highest primetime and full day ratings in Shares issued to the sellersla 30,060,000 75.0% Puerto Rico - offers over 30 hours per week of local news coverage Inveslmemt Transaction - WAPA America features WAPA Television's news and entertainment Shares owned by Azteca IPO dose programming and is available in over 5 million U.S. homes, with public shareholders 8,742,000 21 9% (5129/11) (4/4113) carriage on all major cable. satellite and telco providers •Shares a Wanants *Cash - Cinelatino is the leading Spanish-language movie channel Note' Excludes value of c.arn.oul Shares owned by Azteca - 12 million subscribers on major cable, satellite and telco providers in shares and warrants al sponsor ,C 1.264.706 3.2% the United States, Latin America and Canada transaction close. Value of shares at transaction close - offers the largest selection of contemporary Spanish-language based on $10.25 share price as blockbusters and critically-acclaimed titles from Mexico. Latin Total shares 40,006,706 100.0% of April 4.2013. America. Spain and the Caribbean Deutsche Bank (a) Arleen sponsor has a lolal of 481,506 earn.oul shares 'hal vosl al $12.50 and 503,788 earn-oul shares !hal vest at $15 00. 44 (b) Each warrant, which was previously exercisable into one common shale, will be exercisable into one•hat of a common share. All warrant holders received a cash payment of $0.50 Corporate Banking 3 Securities per warrant and exorcise price was adjusted to $8.00 per half sharp (van $12.00 per share before restructuring). (C) Class B common shares will vole on a 10:1 basis with Class A common shares. Half of the earn-out shares vest at a trading price of $12.50 and the other half vest at $15.00. (6) Excludes earrooul shares. Hall of which veal al a trading price of $12.50 and the other hall vest al 515.03. CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0062165 CONFIDENTIAL SDNY_GM_00208349 EFTA01369730