1. SPE / Marvel Relationship
Sony derives significant cash flow and promotional benefits from Spider-Man merchandising Marvel controls the majority of merchandising and sales activities
Marvel leads all functions for Classic merchandise
Marvel leads sales activities to licensees for Film merchandise
Value of SPE’s interest depends on the risk that Marvel (and now Disney) deemphasize the property and the potential that Disney/Marvel drive growth
Disney/Marvel has the ability to emphasize their characters at the expense of Spider-Man without acquiring additional controls, but appears unlikely to do so
To-date, Marvel has used their control to drive the majority of their profits and build Spider-Man into a consistent top 5 brand, top 3 amongst boys
Disney has strong financial incentives to support Spider-Man and this incentive increases if they buy-out SPE’s interest
Disney/Marvel could emphasize Classic merchandise over Film merchandise
SPE’s current protections (“Black-out” window and control of retail promotion) still depends on Disney/Marvel to sign-up Film merchandise licensees
These protections have historically been a source of friction and may drive a deal premium if lifted
Conversely, the strategic and financial importance of Spider-Man to Disney, imply they have greater incentives to drive growth than to deemphasize the brand

2. Impact of Ceding Protections
Easing the “black-out” window and shifting control of retail promotions for Film merchandise creates risk that Disney/Marvel emphasize “Classic” over “Film”
However, Disney has incentives to continue to drive sales of “Film” merchandise
Retailers will seek film-related merchandise to meet customer demand and draft of film marketing
To the extent there is an increased emphasis on Classic, there may be limited impact on upcoming Spider-Man films
On a practical basis, the black-out provision has been loosely enforced to-date without notable negative impact to films
Black-out could be eased rather than lifted, ensuring some minimum percentage of square feet dedicated to Film
Spider-Man will still have a significant retail presence, including promotional value provided by Classic merchandise