draft attorney-client privileged spe-marvel spider-man relationship: restructuring and monetization...

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ATTORNEY-CLIENT PRIVILEGED

SPE-Marvel Spider-Man Relationship:Restructuring and Monetization of Merchandise Interest

Deal Overview

July 2011

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• SPE seeks approval to divest its interest in Spider-Man merchandise, eliminate Marvel’s interest in Spider-Man films, restructure, and improve its operating relationship with Marvel

• SPE’ s participation in Spider-Man merchandise has been lucrative but has risks and challenges

– SPE’s role in merchandise is largely passive

– SPE’s relationship with Marvel has come with friction, audits, and litigation

– Future prospects for Spider-Man merchandise are uncertain given current competitive environment

• Following Disney’s acquisition, Marvel has proven willing to “buy back” interests in key Marvel properties, creating an opportunity to monetize and restructure our Spider-Man relationship

– Marvel paid $115MM to buy-back distribution rights on The Avengers and Iron Man from Paramount

– Marvel approached SPE to discuss a buyout of its merchandise interest

• Agreement on financial terms and term-sheet-level agreement on operating relationship have been reached

– Economics guarantee a minimum of $175MM and future payments of up to $35MM per film would bring total payments in-line with historical peak levels

– Deal generates incremental income of approximately $215MM in FYE12

– Both parties would be given greater leeway to operate independently

– Current litigation would be settled

Executive Summary

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• Spider-Man films are core to SPE. But current rights include constraints which SPE is able to loosen as part of this deal

– To retain rights, SPE must release films no less frequently than every 5 years and 9 months (1)

– SPE’s creative choices are limited and films are subject to rules on “costumes, powers, and origin story”

– If Marvel does not believe SPE’s films conform to these rules, they may seek to enjoin release of the film

Relationship Overview

• Marvel is willing to pay an attractive valuation for an income stream that is complex and volatile

– SPE has a 25% interest in Spider-Man merchandise, which it does not control

– SPE’s interest fluctuates with the release of films, popularity of Spider-Man, and competition

– Marvel has a 5% interest in Spider-Man films

– Both interests are the subject of frequent disputes and audits

• SPE’s role in merchandise is limited and includes constraints that Marvel requires be loosened as part of the deal

– Marvel performs all functions for Classic merchandise and licensing sales for Film merchandise

– SPE only leads retail marketing and promotion for Film merchandise

– Marvel is limited in the look of its film-related merchandise, in its ability to sell “non-film” merchandise at certain times, and in the categories in which it licenses merchandise

(1) Subject to rights payments being made 9 months after prior film and principal photography starting three years after rights payment is made.

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The Revised Operating Structure Would Create Benefits for Both Parties

• SPE would gain greater leeway to produce, release and promote films

– Marvel’s approval over film creative aspects would be eliminated in exchange for unambiguous guidelines

– Marvel ability to seek to enjoin films for not “conforming” becomes very narrow

– Characters granted to SPE will be clarified in an extensive list rather than ambiguous “rules”

– Window between film releases would be extended after each trilogy

– SPE’s promotional window would be extended to 12 months before and 12 months after the film (from 12 months prior and 7 months after)

• Marvel would gain increased leadership at retail, benefitting the Spider-Man brand and Marvel’s other properties

– Merchandise not required to conform to look of film

– “Non-film” merchandise can continue to be sold around the time of the film

– Marvel would lead retail discussions, including on “Film” merchandise

• Disputes would be resolved and relationship would be simplified, creating benefits for SPE, SONY overall, and Marvel

– Simple payment scheme eliminates future audits

– All pending litigation, arbitration, and audits are dropped


Existing Financial Relationship

25%

5%

Marvel pays SPE 25% of all Spider-Man merchandise revenue

SPE pays Marvel 5% of Gross Proceeds(1) from Spider-Man films

The above results in an average annual net positive participation to SPE

(1) Gross film revenue (includes only 30% of video revenue) less MPAA dues, theatrical checking/collection costs, foreign withholding, taxes and residuals.

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$3.1

$6.3

$25.0

$7.2

$20.2

$27.1$29.0

$30.4

$18.7

CY2002 CY2003 CY2004 CY2005 CY2006 CY2007 CY2008 CY2009 CY2010

S-M 1 S-M 2 S-M 3

SPE Historical Net Participations (SPE’s 25% Spider-Man Merchandise Participation Net of Marvel’s 5% Film Participation)($Millions)

Net proceeds to SPE will fluctuate based on strength / frequency of film releases and market factors

Source: SPCP, SPE Legal and SPE CorpDev analysis.Note: Excludes audit adjustments.

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Total Spider-Man Merchandise

Revenue

SPE Net Participations: Future Outlook is Uncertain

• Uplift driven by Disney consumer products infrastructure following Disney’s acquisition of Marvel

– International growth

– Sales in Disney-owned retail channels

– Elimination of international commissions

• Risk that future films are less popular than prior films, which included 3 of the 4 biggest superhero movies of all time

• Increased competition in marketplace from other superheroes (e.g., Captain America, Thor, Iron-Man, The Avengers, X-Men, Green Lantern, Batman, Superman)

Potential Growth DriversPotential Growth Drivers Potential Decline RisksPotential Decline Risks

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Deal Structure

Note: Cash flows are pre-tax. NPV assumes discount rate of 11.5% and a valuation date of 6/30/11.Assumes films released in CY2012, CY2014, and CY2017 with frequency continuing thereafter in perpetuity (i.e., 3 films per decade).(1) NPV low and high per third party valuation firm analysis.

Nominal Value of

Cash Payments

to SPE

Nominal Value of

Cash Payments

to SPE

Payment to SPEat Close

Payment to SPEat Close

Contingent Paymentsto SPE

Contingent Paymentsto SPE

Estimated NPV of Cash

Payments to SPE

Estimated NPV of Cash

Payments to SPE

$175MM

• Payment of up to $35MM to SPE per film release, pro-rated from $0 to $1B of WWBO

• Cap of $130MM in cumulative per film payments per decade

$175MM $50MM to $80MM(1) $225MM to $254MM

• In light of uncertain future participations, deal includes:

– Upfront payment to SPE that provides a floor and mitigates risk of future decline

– Additional future payments that pay SPE at Spider-Man 3 peak levels if film performance is sustained

• Marvel’s 5% film participation would be eliminated

• SPE’s 25% merchandise participation would be eliminated

• SPE would receive a payment at closing and additional payments tied to the release of each film

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Valuation Considerations

• Third party valuation shows deal is attractive across a range of scenarios

• Valuation represents the NPV of SPE’s cash flow associated with Spider-Man merchandise net of any payments to Marvel for film participations

Worst Case – Illustrative Only

One more film $194 $75

Downside Risk – Houlihan Lokey

More films but competitive pressure decreases merchandise

$225 $152

Historical Levels – Illustrative Only

More films, box office, and merchandise similar to history

$250 $216

Highest Case – Houlihan Lokey

More films, merchandise grows $254 $280

ScenarioScenario AssumptionsAssumptions DealDeal No DealNo Deal

NPVNPV

($Millions)

Note: Forecasts include assumptions on the frequency and probability of releasing additional pictures,as well as growth or decline in merchandise sales. Discount rate of 11.5%; no assumption of perpetuity or final year exit.

Houlihan Lokey (HL) AnalysisHoulihan Lokey (HL) Analysis

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Preliminary Estimate for FYE12 Incremental Income

Up-front consideration $175 $175

Plus: Fair value of Marvel’s film participation(1) + $55 to $65

Sub-Total $230 to $240

Less: Amortization – ($15) to ($10)

Estimated Incremental Income $215 $230

($Millions)

• Final calculation of incremental income is dependent on review by PwC

(1) Income generated via the creation of a prepaid film participation asset.

LowLow HighHigh

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Deal Impact on SPE Financials

(1) Assumes annual CP net revenues of $20MM, $45MM and $30MM and amortization rates of 56%, 47% and 47% in FYE12, FYE13 and FYE14, respectively.

(2) Contingent film payments assume worldwide box office performance at $600MM.

FYE12 FYE13 FYE14 FYE12 FYE13 FYE14

NO DEAL

SPE to Marvel ($4) ($16) ($3) ($4) ($13) ($5)

Marvel to SPE(1)9 24 16 20 45 30

Net to SPE 5 8 13 16 32 25

DEAL

Marvel to SPE(2) 215 11 0 175 21 0

VARIANCE (+ / (-)) $210 $3 ($13) $159 ($11) ($25)

EBIT IMPACT ($mil) CASH IMPACT ($mil)

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Status and Next Steps

• Review materials with Kato-San

• Investment Committee review July 25

• GEC review July 26

• Completion of long-form and execution anticipated in August (subject to GEC approval)

APPENDIX

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Summary of Accounting

• All figures are rounded and illustrative only

• Subject to final review by PwC

• SPE’s 25% merchandise participation eliminated – NPV of $300MM

• Marvel’s 5% film participation eliminated – NPV of $55MM

• SPE receives $175MM cash payment

Net NPV of $245MMActionAction

AccountingAccounting

• $175MM booked as income (positive EBIT)

• $55MM booked as creation of prepaid film participation payment asset (positive to EBIT)

• $15MM of amortization associated with above bookings

Net P&L effect of $215MM

Going ForwardGoing Forward

ActionAction• Films are released

• SPE receives per film payments of up to $35MMNPV of $70MM;Brings SPE total NPV to $245MM

AccountingAccounting• $55MM prepaid asset is amortized as films are released(1)

• Up to $35MM film payments recognized as income, decreased by ~50% amortization rate

(1) Note: No actual payments made to Marvel. If films are not released, all $55MM would need to be written off.

At CloseAt Close

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Historical Net Participations to SPE

Source: SPCP, SPE Legal and SPE CorpDev analysis.

S-M 1 S-M 2 S-M 3

SPE and Marvel Historical Spider-Man Participations ($MM, excl. Audit Adjustments)SPE and Marvel Historical Spider-Man Participations ($MM, excl. Audit Adjustments)

$14.4

$20.9

$33.3$29.3

$22.4

$42.2 $41.1

$33.3

$22.2

($11.2)($14.6)

($8.3)

($15.0)

($2.2) ($3.5)($2.9)

($12.1)

($22.1)($25)

($15)

($5)

$5

$15

$25

$35

$45

CY2002 CY2003 CY2004 CY2005 CY2006 CY2007 CY2008 CY2009 CY2010

Payments to SPE Payments to MVL Net to SPE

$3.1 $6.3 $25.0 $7.2 $20.2 $27.1 $29.0 $30.4 $18.7Net to SPE

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Implied Value per Film Implied Value per Film

$52.5

+ $35.0

= $87.5

Spider-Man Deal Structure

Release Yr R+1 R+2 Total (3 Yrs)

Spider-Man 3 Actual Net to SPE ($MM)

$27.1 $29.0 $30.4 $86.5

Deal

• $175MM at close implies $17.5MM per year x 3 years

• Up to $35MM per film at $1BN of WWBO(capped at $130MM per decade)

When SPE releases Spider-Man films that perform in-line with Spider-Man 3, the deal structure mimics the net payments SPE received on Spider-Man 3

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Key Valuation Drivers

Note: Analysis assumes 11.5% discount rate and 3% rate of inflation where applicable.

Key Drivers Description

# / Frequency of Future Films

• Films released every 2, 3 and 5 years consistent with history (except as noted in “worst case” scenario)

• Release of future films probability-weighted

Future Film Box Office Range

• Performance ranges from low of $400MM to high of $900MM

% Change in Merchandise Sales with Decreases in Box Office in Downside Risk Cases

• Discount to merchandise sales related to film box office under-performance relative to box office for Spider-Man 3

– 0% correlation implies merchandise not impacted by box office decline– 50% correlation implies if Spider-Man 4 box office is 50% of Spider-

Man 4, merchandise declines 25%

% Growth in Merchandise Highest Cases

• Disney uplift includes both international expansion and elimination of international commissions that ranges from 0% to 25% phased in with the release of the next three films

% Decline in Merchandise Downside Risk Cases

• Discount for competition in marketplace from other superheroes and risk associated with rebooting franchise ranges from 0% to 10%

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Key Valuation Drivers by Valuation Scenario

Key Drivers Worst Case Downside Risk Historical Levels Highest Case

# / Frequency of Future Films

• One more film only (e.g., S-M 4)

• 2 / 3 / 5 • 2 / 3 / 5 • 2 / 3 / 5

Probability of Releasing a Film

• 100% for S-M 4• 0% for S-M5 and

thereafter

• The probability for future film releases in the Downside, Historical and Highest Cases generally decreases by 5% with each film from a high of 100% for Spider-Man 4 (e.g., S-M 7 at 75%, S-M 8 at 70%)

Future Film Box Office Range

• $600MM • $600MM to $900MM

• $832MM • $600MM to $900MM

% Correlation in Merchandise Sales with Decrease in Box Office in Downside Risk Cases

• 50% • 50% • 0% • 0%

% Growth in Merchandise Highest Cases

• N/A (declines) • N/A (declines) • N/A (flat) • 5%, 15%, 25% (phased in)

% Decline in Merchandise Downside Risk Cases

• (10%) • (10%) • N/A (flat) • N/A (grows)

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draft attorney-client privileged spe-marvel spider-man relationship: restructuring and monetization...

Documents

film payments

future film releases

net payments spe

merchandise participation

merchandise sales

box office decline50

spe total npv

spe legal