EFTA01748318.pdf

From: Brad Wechsler To: [email protected] Cc: [email protected] <jeevacation©gmail.com> Sent: Wednesday, December 3, 2014 8:21:18 PM Subject: Fw: Trust Loans to Phaidon Global I spoke to Jeffrey and as you and I discussed we all feel there is unnecessary "complexity" in what ada is setting out. Therefore, I would do the following: 1. Get the projections from keith and his cfo and judith and her cfo. 2. Have rich j test them for cogency as a service to the trust. (We can bill 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 trustees so desire. (Rich, eileen and I can participate on an administrative basis.) 5. Assuming trustee sign-off, the tees can functionally dictate the terms of the loan (demand note or bullet) and again, the office can run admin interference for them with paul, weiss to facilitate execution of the note. If we want to integrate apollo into the process in order to help rich in the dd AND jeffrey is ok with apollo helping (as per an earlier note) that's fine too. Also, please let ada know what our process will be. Thx, b -- Original Message From: Ada Clapp [mailt Sent: Tuesday, December 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 to paper 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 requested (see his email below). However, in the interest of expediency, I wanted to discuss the process for getting the secured loan documentation that Richard 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 act 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 (particularly 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 discussing profitability projections and required loan amount with Keith, so Keith should already be involved in the details. We can certainly facilitate on behalf of the Trustees, if they want us to, by engaging and monitoring Paul Weiss (or another firm they prefer) to prepare the loan documents and negotiate terms on their behalf. If you agree, once Rich J. has provided the Trustees with the requested information (please let me know when he has), I can reach out to the Trustees to inquire about retaining counsel. I can also reach out to Keith to let him know we will be sending him the loan documents for Phaidon's review. Please let me know how you wish to proceed. Thanks. Ada ClappChief Legal Officer Elysium Management LLC 445 Park Avenue Suite 1401 EFTA_R1_00043362 EFTA01748318 This communication and any attachment is for the intended recipient(s) only and may contain information that is privileged, confidential and/or proprietary. If you are not the intended recipient, you are hereby notified that further dissemination of this communication and its attachments is prohibited. Please delete all copies of this communication and its attachments and 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 comprehensive 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 Sent: Saturday, November 22, 2014 1:46 PM To: Eileen Alexanderson; Richard Joslin; Ada Clapp; John Hannan; 'Richard Ressler'; 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 account the advance notice period. * Rich or Eileen should produce a schedule showing redemption terms of all 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 insured. Rich or Eileen should investigate whether it is worth seeking a reduction in the premiums paid by the trusts. Might be too small to matter. • All trustees should sign up for Artspace! Barry Cohen Apollo Management 9 West 57th Street, 37th Floor New York, NY 10019 EFTA_R1_00043363 EFTA01748319 This email and any files transmitted with it are confidential and intended solely for the person or entity to whom they are addressed and may contain confidential and/or privileged material. Any review, retransmission, dissemination or other use of, or taking of any action in reliance upon this information by persons or entities other than the intended recipient is prohibited. If you have received this email in error please contact the sender and delete the material from any computer. Apollo Global Management, LLC www.imax.com 'MAX® is a registered trademark of IMAX Corporation. IMPORTANT NOTICE Information contained in this e-mail correspondence and any attachments is confidential information intended only for the use of the individual or entity named above. Any reader of this message who is not the intended recipient of this correspondence is hereby notified that any dissemination, distribution, copying or communication of the contents of this correspondence is strictly prohibited. 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 EFTA_R1_00043364 EFTA01748320