The Catalogue is based on
the accumulation of a
number of acquired music
publishing media assets
since 2007.

As at the Impairment Test
Date, NIV of the Catalogue
was approximately

$1 56 million.

The Fund outsources the
exploitation and
management of the
Catalogue to BMG under a
license, which is due to
expire in 2016.

The Company is
incorporated in Jersey and
BMG undertakes its
Catalogue administration
work out of Ireland.

Catalogue overview
Fund structure and overview

 

FS Media Works Fund I

FS Media Works Fund I (the ?Fund?) was established in 2008 to invest
in media copyrights and related assets from around the world to
generate attractive long term returns for the Fund's limited partners.
The Fund life has been set until 2014 with the option to extend the
term by three years.

The Fund successfully raised $132.8 million in 2008 and reached its
?nal close in December 2010. In addition, the Company has entered
into a loan facility of $35 million with the Bank, of which $19.7 million is
currently drawn down (and $1.3 million subsequently repaid). As at the
Impairment Test Date, according to information provided by BMG, the
Net Investment Value historical acquisition cost) of the
Catalogue stood at approximately $156 million.

FS Media Holding Company (Jersey) Limited

FS Media Holding Company (Jersey) Limited (the ?Company?) acts as
an investment vehicle and holding company for the Catalogue. While
the Fund was established in 2008, investors which were setting up the
Fund were making acquisitions in 2007. Key assets on behalf of the
Fund include:

I the former DreamWorks catalogue (2007);

I the Wind-Up catalogue (2007);

I Brad to the Bones (2007);

I Sheryl Crow catalogue (2009).

More details on the Catalogue are set out on the following pages.
BMG

Under a licensing arrangement with the Company, BMG performs the
role of Catalogue administrator for the Fund.

BMG manages and exploits the copyrights associated with the
Catalogue on behalf of the Fund and is entitled to an annual
management fee (based on total royalties and the NIV of the
Catalogue) and also sourcing fees for acquisitions. The license was
originally between the Company and First State Media Group (Ireland)
Limited The license novated when the ownership of FSMG
transferred to pic in 2010 and again to BMG when 
pic was acquired by BMG in 2011. The license is due to expire on 30
September 2016.

First State Media Fund structure January 2012
Carried
Interest
Partner (H)
FSMG

Investors
(A) 3)

         
  
 

First State Media
Works Fund I LP

   
    
   

100%
Shareholding

 

(F)
(2)

 

 

 

Royalties (E)
. Jersey
Licensmg Ag?eemm Holding Co
It "d . A FS Media
onsu ancy a erwoes greemen Ho ding
Fee Company

 

(Jersey)
Limited

Subject of impairment

Royalties Sub?licensing test

(1)



Source: Financial accounts, Private placement memorandum.

 

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