EFTA02596656.pdf

From: Brad Wechsler Sent: Tuesday, December 2, 2014 11:14 PM To: reevacation mail.com' Cc: Subject: Fw: Trust Loans to Phaidon Global I think there's unnecessary "complexity" in what ada is setting out. Assumi=g PG is owned by the trusts (my understanding) I would do the following: 1. Get the projections from keith and his do and judith and her cfo. 2. Have rich j test them for cogency as a service to the trust. (We can bil= the trusts for admin services if we want.) 3. Have rich "consolidate" them. 4. Make the ceo's, cfo's available to the trustees for "diligence" if the t=ustees so desire. (Rich, eileen and I can participate on an administrative=basis.) S. Assuming trustee sign-off, the t'ees can functionally dictate the terms =f the loan (demand note or bullet) and again, the office can run admin int=rference for them with paul, weiss to facilitate execution of the note. Sound right to you or shld we discuss? Original Message From: Ada Clapp [mailto: Sent: Tuesday, December 02, 2014 03:00 PM To: Brad Wechsler; Eileen Alexanderson ■ Subject: Trust Loans to Phaidon Global Hi Eileen and Brad, I understood from the Trustees meeting that we will need to move quickly tarpaper the loan to Phaidon Global should the Trustees agree to lend. I don=t know Rich J.'s timing for getting the Trustees the information they requ=sted (see his email below). However, in the interest of expediency, I wan=ed to discuss the process for getting the secured loan documentation that =ichard Ressler requested in place. I am questioning the family office's role in assisting with the negotiation=and preparation of the loan documentation. It seems to me that we cannot =ct on behalf of both the Trustees as Lender and Phaidon Global as borrower= With a new management team in place, I think it makes sense for Keith or=Phaidon Global's general counsel to negotiate loan terms for Phaidon (part=cularly since the borrowed funds will be used to benefit Phaidon Press and=Artspace, which are part of Keith's business plan). I assume Rich J. is =iscussing profitability projections and required loan amount with Keith, s= Keith should already be involved in the details. We can certainly facilitate on behalf of the Trustees, if they want us to, =y engaging and monitoring Paul Weiss (or another firm they prefer) to prep=re the loan documents and negotiate terms on their behalf. If you agree, =nce Rich J. has provided the Trustees with the requested information (plea=e let me know when he has), I can reach out to the Trustees to inquire abo=t retaining counsel. I can also reach out to Keith to let him know we wil= be sending him the loan documents for Phaidon's review. Please let me know how you wish to proceed. Thanks. Ada Clapp Chief Legal Officer EFTA_R1_01781867 EFTA02596656 Elysium Management LLC 445 Park Avenue Suite 1401 New York, New York 10022 Direct Dial: 646-589-0303 Fax: 646-589-0330 Email: This communication and any attachment is for the intended recipient(s) only=and may contain information that is privileged, confidential and/or propri=tary. If you are not the intended recipient, you are hereby notified that=further dissemination of this communication and its attachments is prohibi=ed. Please delete all copies of this communication and its attachments an= notify me immediately that you have received them in error. Thank you. Original Message From: Richard Joslin Sent: Wednesday, November 26, 2014 3:16 PM To: Barry J. Cohen; John Hannan; 'Richard Ressler' Cc: Eileen Alexanderson; Ada Clapp; Brad Wechsler Subject: RE: Notes from 11/21/14 Trustees meeting Barry, John and Richard: At the meeting last week, there was discussion of the provision of a compre=ensive funding estimate and investment theses for Artspace, Regan Arts and=Phaidon by today. In consultation with JEE, we need to defer until we can=be certain that we can provide a precise estimate. Have a safe holiday. RJ Original Message From: Barry J. Cohen [mailto Sent: Saturday, November 22, 2014 1:46 PM To: Eileen Alexanderson; Richard Joslin; Ada Clapp; John Hannan; 'Richard R=ssler'; Leon Black Subject: Notes from 11/21/14 Trustees meeting Here are a few notes from yesterday's meeting: * Rich Joslin will look into what is entailed in selling Vector for all=the trusts, given the certificated and restricted nature of its holdings. • $6MM of Buckingham should be redeemed by year end, taking into accoun= the advance notice period. ' Rich or Eileen should produce a schedule showing redemption terms of =11 redeemable HF-type investments. ' Rich will add appraisals of the Chinese Bronzes to the art inventory. * It was noted that trust art on loan to museums might be double insure=. Rich or Eileen should investigate whether it is worth seeking a reducti=n in the premiums paid by the trusts. Might be too small to matter. * All trustees should sign up for Artspace! Barry Cohen 2 EFTA_R1_01781868 EFTA02596657 Apollo Management 9 West 57th Street, 37th Floor New York, NY 10019 W: 212-822-0703 C: 917-941-0270 This email and any files transmitted with it are confidential and intended =olely for the person or entity to whom they are addressed and may contain =onfidential and/or privileged material. Any review, retransmission, disse=ination or other use of, or taking of any action in reliance upon this inf=rmation by persons or entities other than the intended recipient is prohib=ted. If you have received this email in error please contact the sender a=d delete the material from any computer. Apollo Global Management, LLC www.imax.com IMAX0 is a registered trademark of IMAX Corporation. IMPORTANT NOTICE Information contained in this e-mail correspondence and any attachments is =onfidential information intended only for the use of the individual or ent=ty named above. Any reader of this message who is not the intended recipient of this corres=ondence is hereby notified that any dissemination, distribution, copying or communication of the contents of this correspondence is strictly prohibi=ed. If this e-mail was not addressed to you , please immediately notify us by phone in Canada at (905) 403.6500 (collect calls will be accepted) or by=email at [email protected] and delete and destroy this correspondence inadvertently sent to you. Thank you <?xml version=.0" encoding=TF-8"?> <!DOCTYPE plist PUBLIC "-//Apple//DTD PLIST 1.0//EN" "http://www.apple.com/DTDs/PropertyUst-1.0.dtd"> <plist version=.0"> <clict> <key>conversation-id</key> <integer>308498</integer> <key>date-last-viewed</key> <integer>0</integer> <key>date-received</key> <integer>1417561983</integer> <key>flags</key> <integer>8590195717</integer> <key>gmail-label-ids</key> <array> <integer>6</integer> <integer>2</integer> </array> <key>remote-id</key> <string>460634</string> </dict> </plist> 3 EFTA_R1_01781869 EFTA02596658