EX-99.(C) (2) 2 dex99c2.htm PRESENTATION OF MACQUARIE CAPITAL TO THE BOARD OF DIRECTORS OF ALLOY, INC. Presentation of Macquarie Capital to the board of directors of Alloy, Inc.
Project Lexington
Presentation to the Board of Directors
November 16, 2009
DRAFT
Exhibit (c)(2)


2
STRICTLY CONFIDENTIAL
Important Notice
DRAFT
"Macquarie Capital" refers to Macquarie Capital Group Limited, its worldwide subsidiaries and the funds or other investment vehicles that they manage.
Macquarie Capital Group Limited is an indirect, wholly-owned subsidiary of Macquarie Group Limited.  
This document and its contents are confidential to the person(s) to whom it is delivered and should not be copied or distributed, in whole or in part, or its contents
disclosed by such person(s) to any other person. Notwithstanding the foregoing, the recipient (which includes each employee, representative, or other agent of
the recipient) is hereby expressly authorized  to disclose to any and all persons, without limitation of any kind, the tax structure and US federal income tax
treatment of the proposed transaction and all materials of any kind (including opinions and other tax analysis) if any, that are provided to the recipient related to
the tax structure and US federal income tax treatment.
This document does not constitute an offer to sell or a solicitation of an offer to buy any securities.  It is an outline of matters for discussion only.  You may not
rely upon this document in evaluating the merits of investing in any securities referred to herein.  This document does not constitute and should not be interpreted
as either an investment recommendation or advice, including legal, tax or accounting advice.  
Future results are impossible to predict.  Opinions and estimates offered in this presentation constitute our judgement and are subject to change without notice,
as are statements about market trends, which are based on current market conditions.  This presentation may include forward-looking statements that represent
opinions, estimates and forecasts, which may not be realized.  We believe the information provided herein is reliable, as of the date hereof, but do not warrant its
accuracy or completeness.  In preparing these materials, we have relied upon and assumed, without independent verification, the accuracy and completeness of
all information available from public sources.
Nothing in this document contains a commitment from any member of Macquarie Capital to subscribe for securities, to provide debt, to arrange any facility, to
invest in any way in any transaction described herein or otherwise imposes any obligation on Macquarie Capital. Macquarie Capital does not guarantee the
performance or return of capital from investments.  Any participation by Macquarie Capital in any transaction would be subject to its internal approval process.
None of the entities noted in this document are authorized deposit-taking institutions for the purposes of the Banking Act 1959 (Commonwealth of Australia). The
obligations of these entities do not represent deposits or other liabilities of Macquarie Bank Limited ABN 46 008 583 542 (MBL). MBL does not guarantee or
otherwise provide assurance in respect of the obligations of these entities.
CIRCULAR 230 DISCLOSURE
Macquarie Capital does not provide any tax advice. Any tax statement herein regarding any US federal income tax is not intended or written to be used, and
cannot be used, by any taxpayer for the purpose of avoiding any penalties. Any such statement herein was written to support the marketing or promotion of the
transaction(s) or matter(s) to which the statement relates. Each taxpayer should seek advice based on the taxpayer's particular circumstances from an
independent tax advisor.
© 2009 Macquarie Capital (USA) Inc.


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Contents
19
Process and Next Steps
4.
12
Public Market Valuation
3.
8
Potential Partners
2.
4
Executive Summary
1.
PAGE


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Executive Summary
1
DRAFT


Macquarie Capital Advisors (“Macquarie”) is pleased to have this opportunity to present to Lexington's Board of
Directors
We have been engaged in a strategic dialogue with Lexington's management since May
In addition to other strategic opportunities, we have been very active in helping define and shape the strategy for the
“Lexington Digital Network" to leverage Lexington's incumbent leadership in youth content
Potential structuring solutions
Financing alternatives
Potential partners
Focusing Lexington's business and executing the strategy requires strategic and financial partnership
Saban Capital is enthusiastic about the Lexington opportunity based on their track record and perceived core
competencies
Have hired advisors and submitted a targeted due diligence request list
We expect to receive a written proposal the week of 11/23
Saban Capital's interest in partnering with Lexington is a timely catalyst to formally evaluate alternatives with the
Board of Directors
Macquarie has assembled a senior team and our work is well underway. With endorsement from the Board of
Directors we will engage with management to prepare a comprehensive review of alternatives
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Executive
Summary


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Macquarie’s Senior Execution Team
Dedicated to Lexington
Brian Pope
Head of US TMET M&A
New York
11 years M&A experience; 6 years in media and internet
Joined Macquarie in September 2008
Formerly at JPMorgan 1998-2008
Extensive corporate finance experience including public
and private capital raising, M&A, restructuring and
principal transactions
Representative transactions include:
News Corp.’s acquisition of Dow Jones
NBC Universal’s acquisition of Oxygen Media
Advisor to Time Warner on formation of the CW
Network
Dow Jones’
acquisition of MarketWatch
Sale of Mercator to Ascential Software
Lionsgate’s acquisition of Artisan Entertainment
BS in Finance from NYU Stern School of Business
15 years of M&A, LBO, private equity and financing
experience
Joined Macquarie in December 2008
Formerly
at
Lehman
Brothers
1998
2008
David has executed over $20bn of financings and $25bn of
advisory assignments for companies across a broad set of
industries including industrials, media, business services,
healthcare, retail and energy
Representative media transactions include:
LBO of Asurion Corp by WCAS, MDP and Providence
LBO of Univision by private equity consortium
LBO of West Corp by Thomas H. Lee Partners
Acquisition of the Maiden Group PLC by Titan Outdoor
Warner Music Group IPO
MBA from Columbia Business School
David Baron
Head of US Financial Sponsors Advisory
New York
David and Brian, together with 26 years of M&A experience, will personally
handle all aspects of this transaction


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Spectrum of Lexington’s
Strategic Alternatives
Execution risk
to achieve
required
equity returns
Achieve
control
premium
Reposition
business out
of the public
eye
Access to
additional
capital to
invest in
business
Financial Buyer
Buyer appetite for
exposure to
disparate portfolio
of businesses
Piecemeal sale
more likely
Achieve control
premium and
value for synergies
Strategic Buyer
Significant distraction
and execution risk
Tax inefficient
Immediate use of
proceeds?
Valuation of
distressed
businesses,
especially in light of
recent performance /
outlook
Shrinking an already
small public company
Shareholder appetite
/ support
Focus on most
attractive / lucrative
businesses
Raise capital for
organic and M&A
investment
Divest Non-Core
Assets to Focus on
Media Segment
Predictability and
visibility into future
earnings
Small-cap public
company
Disparate portfolio of
businesses
Vulnerable?
Does not address
strategic limitations
No disruption
Cash on hand to
pursue tuck-in M&A
and other
investments
Status Quo
Considerations
Benefits
Valuation
Structure
Investor appetite for
exposure to
disparate portfolio
of businesses
Opportunity cost of
using cash for
something more
strategic
Does not address 
strategic limitations
Significant capital
on sidelines
seeking
opportunities
Could be done in
conjunction with
other alternatives
(e.g. share
repurchase, asset
sales)
Value added
expertise from
partner
Provides a use for
cash on hand
Could use modest
leverage to increase
amount of capital
returned
Could structure as
share repurchase or
special dividend
Minority Investment
from
Strategic or Financial
Partner
Return Capital to
Shareholders
Sale of Company


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Potential Partners
2
DRAFT


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Potential Capital Partners
NA
Strauss Zelnick
NA
Terry Semel
Windsor Media
NA
Michael Eisner
$3.6 billion
(2)
Haim Saban
$6.0 billion
(1)
Amir Malin
$2.2 billion
Josh Steiner
NA
Stanley Golden
Golden Touch Media
NA
Michael Lambert
NA
Lee Masters (Jarl Mohn)
Lee Masters
NA
Bob Pittman
Pilot Group
$1.2 billion
Bob Wright
$12.2 billion
Fund Size
Dick Parsons
Key Operating Principal
Firm
DRAFT
1.
Qualia invests capital on behalf of Canyon Capital Advisors
2.
Approximate net worth


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Potential Strategic Partners
De Agostini Editore
publishes in 13 languages and in 30 countries. Its activities are focused on the
organization and dissemination of knowledge
Zodiak Entertainment
produces over 5,200 hours of programming each year for television and other media;
has more than 200 shows aired in multiple countries; and 3 broadcaster clients
Antena 3 de Televisión
Spanish national radio and television broadcasting station
Mikado Film
Italian company that distributes high-quality cinematographic and innovative artistic material
Boroli Family, Drago
Family (100%)
FremantleMedia is one of the largest international creators and producers of entertainment brands in the world,
with leading prime time drama, serial drama, entertainment and factual entertainment programming in over 40
territories, including the UK, the US, Germany, Australia, France, Italy, Spain, Portugal, Scandinavia, Latin
America and Asia
Entertainment
Idols, Got Talent, Thank God You’re Here, Soccer Prince and The Prettiest Girl
Game Shows
Distraction, PokerFace, The Price is Right, Card Sharks, Sale of The Century and Family Feud
Drama
Bianca, The Bill, Forbidden Love, IT Crowd, and Neighbors
Lifestyle
Factual
Farmer
Wants
a
Wife,
How
Clean
is
your
House?,
The
Unteachables
and
Grand
Designs
Subsidiary of RTL
Group (90% owned by
Bertelsmann AG)
Company
Key content initiatives include production and strategic collaboration in areas such as gaming, movies, animation,
music, broadcast, DTH and user-generated content, amongst others
Internet & New Media
BIGFlix.com, BIGADDA.com, Zapak, and Jump Games
Filmed Entertainment
BIG Pictures, BIG Cinemas, Adlabs, BIG Animation, BIG Music & Video, BIG ND
Studio, BIG Synergy, BIGOYE.com, join venture with DreamWorks SKG to produce film content
Broadcasting
BIG 92.7 FM, BIG Broadcasting
Ambani Family (100%)
Endemol is an ideas generator and entertainment creator across all media platforms
Non Scripted TV
Shows include: Big Brother, Wipeout, Ton of Cash, Operation Triumph, Extreme Makeover,
Star Academy, Fear Factor, Deal or No Deal, 1 vs 100 and Set for
Life
Scripted TV
Endemol's scripted programs generate annual revenue of over €200 million. Output is expanding
and the company continues to add to its library of over 200 titles.  Shows include: Country Roads, Arrayan Hotel,
Heritage, Don Juan and His Fair Lady, Julia’s Tango, Dead Set and The Successful Mr. and Mrs. Pells
Goldman Sachs
Capital Partners,
Mediaset Group and
Cyrte Group
Overview & Properties
Owners
DRAFT


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Broader Media Universe
8.2x
2.1x
25,472
18,854
7.3x
1.6x
48,024
37,304
8.8x
1.5x
42,984
34,795
NA
NA
30,000
(1)
NA
NM
NM
1,426
618
8.8x
1.4x
68,242
56,574
5.3x
2.1x
72,669
43,902
8.4x
3.6x
15,325
8,812
7.8x
4.8x
$19,426
$7,575
EV / 09E EBITDA
Net Debt / 09E
EBITDA
Enterprise Value
Market Cap
Company
Source: Factset Research Systems (as of November 13, 2009)
1. Estimate


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Public Market Valuation
3
DRAFT


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Media
44%
Placement
18%
Promotions
38%
Media
37%
Placement
24%
Promotions
39%
Lexington Current Market Valuation
DRAFT
Public Market Overview ($mm)
8.6x
FY2010E EBITDA, after stock-based compensation
7.0
FY2010E EBITDA, after stock-based compensation
(4)(6)
Enterprise Value / EBITDA Multiples:
--
Plus:  Debt
(3)
5.6x
FY2010E EBITDA, before stock-based compensation
10.8
FY2010E EBITDA, before stock-based compensation
(4)
116.0%
% of 52 Week Low
12.0
FY2009A EBITDA, after stock-based compensation
(4)(5)
(6.3%)
% of 52 Week High
5.0x
FY2009A EBITDA, after stock-based compensation
3.8x
FY2009A EBITDA, before stock-based compensation
$16.0
FY2009A EBITDA, before stock-based compensation
(4)
$60.4
Enterprise Value
(31.9)
Less: Cash
(3)
$92.3
Equity
Value
(2)
13.4
Diluted Shares Outstanding
(1)
$6.89
Share Price (November 13, 2009)
Revenue by Segment
EBITDA
by
Segment
(pre-corporate)
(4)
FY2009A: $214.6mm
FY2009A: $30.8mm
1.
Assumes 13.4 million basic shares outstanding per management estimates and includes projected restricted stock
issuance for the fiscal year
2.
Fully diluted equity value calculated using the treasury stock method based on 2.29m options outstanding at a weighted
average strike price of $11.76
3.
Quarter ended July 31, 2009
4.
EBITDA figures from Lexington Model
5.
Adjusts for $4 million in stock-based compensation per FY2009A Annual Report
6.
Macquarie estimate
Outlook: 
Outlook: 
Outlook: 


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Lexington Historic Stock Price Analysis
DRAFT
$0.00
$2.00
$4.00
$6.00
$8.00
$10.00
$12.00
$14.00
Nov-04
May-05
Nov-05
May-06
Nov-06
May-07
Nov-07
May-08
Nov-08
May-09
Nov-09
6.35
6.67
6.68
$6.95
3 Months
4.99
6.57
6.24
$7.00
6 Months
3.30
5.18
5.34
$7.00
1 Year
3.30
6.66
6.32
$9.42
2 Year
3.30
7.32
7.72
$13.16
3 Year
3.30
8.28
8.67
$13.84
4 Year
3.30
8.51
8.72
$13.84
5 Year
$6.89
High
6.66
Mean
6.64
Median
6.43
Low
1 Month
Source: Factset Research Systems (as of November 13, 2009); Stock Prices represent closing prices adjusted for stock splits


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Analysis at Various Prices
DRAFT
276.2%
244.8%
213.5%
182.1%
150.8%
119.4%
116.0%
52-Wk Low
$161.3
$147.4
$134.0
$120.6
$107.2
$93.8
$92.3
Equity Value
(1)
($31.9)
($31.9)
($31.9)
($31.9)
($31.9)
($31.9)
($31.9)
Net Debt / (Cash)
(2)
$129.4
$115.5
$102.1
$88.7
$75.3
$61.9
$60.4
Enterprise Value
18.5x
16.5x
14.6x
12.7x
10.8x
8.8x
8.6x
EV / FY2010E EBITDA
$7.0
$7.0
$7.0
$7.0
$7.0
$7.0
$7.0
FY2010E
EBITDA,
after
stock-based
compensation
12.0x
10.7x
9.4x
8.2x
7.0x
5.7x
5.6x
EV / FY2010E EBITDA
$10.8
$10.8
$10.8
$10.8
$10.8
$10.8
$10.8
FY2010E EBITDA, before stock-based
compensation
(3)
63.3%
49.7%
36.1%
22.4%
8.8%
(4.8%)
(6.3%)
52-Wk High
25.3%
14.8%
4.4%
(6.1%)
(16.5%)
(26.9%)
(28.1%)
5 Year VWAP
44.6%
32.5%
20.5%
8.4%
(3.6%)
(15.7%)
(17.0%)
3 Year VWAP
124.7%
106.0%
87.3%
68.5%
49.8%
31.1%
29.0%
1 Year VWAP
91.4%
75.4%
59.5%
43.5%
27.6%
11.6%
9.9%
6 month VWAP
80.2%
65.2%
50.2%
35.1%
20.1%
5.1%
3.5%
3 month VWAP
80.7%
65.7%
50.6%
35.5%
20.5%
5.4%
3.8%
1 month VWAP
74.2%
59.7%
45.1%
30.6%
16.1%
1.6%
-%
Current (as of Nov 13, 2009)
$12.00
$11.00
$10.00
$9.00
$8.00
$7.00
$6.89
Current
% Premium / (Discount)
Share Price
1.
Assumes 13.4 million basic shares outstanding per management estimates and includes projected restricted stock issuance for the fiscal year; fully diluted equity value calculated using the treasury stock method
based on 2.29m options outstanding at a weighted average strike price of $11.76
2.
Quarter ended July 31, 2009
3.
EBITDA figures from Lexington Model
4.
Macquarie estimate
(4)


16
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$2.62
$3.57
$3.40
$2.10
$2.31
$2.31
$2.99
$2.10
$3.20
$3.23
$0.00
$0.10
$0.20
$0.30
$0.40
$0.50
$0.60
$0.70
$0.80
$0.90
$1.00
Lexington Valuation Framework
DRAFT
52-Week Trading
Range
Public Market Comparables
(Sum-of-the-Parts Basis)
Precedent Transaction Comparables
Going Private Ability to Pay Analysis
Discounted Cash Flow Analysis
NOLs are worth an additional $xx per share
To come pending Macquarie’s
due diligence with management
Equity Value per Share


17
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Public Company Comparables
DRAFT
17.3x
15.1x
12.5x
11.6x
WebMD
Google
Knot
Yahoo!
Internet
Mean = 14.1x
Source: Factset Research Systems (as of November 13, 2009)
7.3x
8.4x
8.8x
8.8x
News Corp
Disney
CBS
TWX
Mean = 8.3x
Large Cap
6.7x
6.9x
7.2x
7.6x
National
CineMedia
Regal
Carmike
Cinemark
Mean = 7.1x
Cinema
10.9x
12.5x
12.6x
JCDecaux
Lamar
Clear Channel
Mean = 12.0x
Outdoor
8.2x
10.6x
11.2x
Discovery
Scripps
Viacom
Mean = 10.0x
Cable Networks
Mean = 6.2x
5.1x
6.7x
6.8x
Valassis
Harte-Hanks
Acxiom
Marketing
EV / 2009E EBITDA


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Select Recent Media Transactions
DRAFT
Source: Factset Research Systems, MergerMarket, Press Releases
1. Macquarie estimates
Announcement Date
Acquiror
Target
Enterprise Value
EV / LTM EBITDA
EV / Forward EBITDA
05-Nov-09
Scripps Networks Interactive
Travel Channel
$975
15.0x
13.0x
30-Sep-09
Alpha Broadcasting
CBS Portland Radio Stations(1)
$40
6.3x
6.3x
31-Aug-09
Walt Disney
Marvel
$3,843
14.4x
12.7x
23-Jul-09
Apax
Partners
Bankrate
$486
11.9x
8.8x
20-May-09
Bonnier
Hachette(1)
$35
5.0x
NA
21-Apr-09
Imagen
Music Group CV
Rodgers & Hammerstein(1)
$200
10.0x
9.5x
08-Apr-09
Pegasus Capital Advisors
Spirit Music(1)
$55
12.2x
11.0x
01-Apr-09
Disney & Barclays Private Equity
Kaboose
$95
9.8x
8.2x
19-Mar-09
Platinmum
Equity
San Diego Union-Tribune(1)
$50
4.5x
NA
29-Aug-08
Microsoft
Greenfield Online
$421
13.3x
10.0x
Mean
$266
10.3x
9.9x
Median
$148
11.0x
9.8x


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Process and Next Steps
4
DRAFT


20
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Process and Next Steps
DRAFT
To Be Discussed