EFTA00932860.pdf

From: "jeffrey E." <[email protected]> To: Melanie Spinella la> Subject: Fwd: PRIVILEGED & CONFIDENTIAL Date: Wed, 06 Dec 2017 22:46:17 +0000 please read the whole page Forwarded message From: Bronstein, Richard J Date: Sat, Dec 12, 2015 at 6:30 PM Subject: RE: PRIVILEGED & CONFIDENTIAL To: "jeffrey E." <[email protected]> I would hope that we could have a discussion and even disagree without it being an argument ;-) But I'll take the bagel anyway. Richard J. Bronstein I Partner Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas I New York, NY 10019-6064 (212) 373-3744 (Direct Phone) I (917) 453-4387 (Cell) From: jeffrey E. leeyacationagmail.com> Sent: Saturday, December 12, 2015 2:36:43 PM To: Bronstein, Richard J Subject: Re: PRIVILEGED & CONFIDENTIAL I love a good argument bust want to make sure you see it the same way . When I am in New York I'll come by with a bagel On Saturday, 12 December 2015, Bronstein, Richard J • > wrote: Same view wth or without Richard. I think that time commitment understanding came from Brad W, I assume he got it from Leon but I don't know for sure. If business continues down, then Leon is just getting a timing benefit (assuming that write-off comes before he dies). How much is that worth? We are for sure on the same team, everything is based only on what I believe to be Leon's best interests, please don't take differing views as suggesting anything else. Richard J. Bronstein I Partner Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas I New York, NY 10019-6064 (212) 373-3744 (Direct Phone) I (917) 453-4387 (Cell) (212) 492-0744 (Direct Fax) From: Jeffrey E. <[email protected]> Sent: Saturday, December 12, 2015 1:30:51PM EFTA00932860 To: Bronstein, Richard J Subject: Re: PRIVILEGED & CONFIDENTIAL i understand your concern. . however the greatest likelihood is that this business will continue its downward spiral. leon will also end up writing off the debt . please keep in mind that you and I are on the same team. , - we have not met. . I have great respect for your tax views . do you do many 1040 audits ? if brad did it all without richard„ same view. the time commitment that you referenced. did you get that from Leon? On Sat, Dec 12, 2015 at 1:17 PM, Bronstein, Richard J < > wrote: I understand the technical arguments, which are not so bad, but the concern comes from the facts that LDB doesn't really want to get out and will stay involved and he is not dealing with unrelated persons, he is dealing with an employee and his brother-in-law, neither of whom really want to own this business, they are doing this only because LDB asked them to do this. Plus if the business increases in value and LDB buys it back at FMV, then he will give up some or all of the tax savings in the repurchase price. So he is taking risk for a benefit that he might not get to keep. Richard J. Bronstein I Partner Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas I New York, NY 10019-6064 (212) 373-3744 (Direct Phone)I(917) 453-4387 (Cell) (212) 492-0744 (Direct Fax) From: jeffrey E. <[email protected]> Sent: Saturday, December 12, 2015 1:11:47 PM To: Bronstein, Richard J Subject: Re: PRIVILEGED & CONFIDENTIAL if it were publicly traded stock, wash sale rules would apply, and be clear. even you had every intention of buying it back after 30 days, would you still be concerned. is there a way that you feel comfortable. On Sat, Dec 12, 2015 at 1:06 PM, Bronstein, Richard J < wrote: Brad W pays 1/3 to 1/2 cash plus nonrecourse note, put after two years at FMV, put expires after five years. I would rather have no put at all, but apparently Ressler (all cash) insists on it, so Brad would have it, too. Frankly, we can dress the transaction up all we want, but I think the IRS will not approve the transaction in any event, on audit they will be skeptical and believe that there is an understanding that LDB will take care of the buyers and they will believe that he and his wife want to keep the business (and the facts will show that they stayed involved and didn't reduce their time commitment at all) , and we will face an ugly choice between settling by giving up 40-60% of the loss or going to Tax Court, which will result in an embarrassing article in the Wall Street Journal. Richard J. Bronstein I Partner Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas I New York, NY 10019-6064 (212) 373-3744 (Direct Phone) I (917) 453-4387 (Cell) EFTA00932861 (212) 492-0744 (Direct Fax) From: jeffrey E. <[email protected]> Sent: Saturday, December 12, 2015 12:55:58 PM To: Bronstein, Richard Subject: Re: PRIVILEGED & CONFIDENTIAL what do you suggest On Sat, Dec 12, 2015 at 12:51 PM, Bronstein, Richard J < > wrote: I'm not sure there is any difference between (a) 25% cash plus 75% nonrecourse note and (b) 100% cash and recourse note with put at 75%. Either way, I would prefer more than 25% exposure to buyer. Richard J. Bronstein I Partner Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas I New York, NY 10019-6064 (212) 373-3744 (Direct Phone) I (917) 453-4387 (Cell) 2l2 492-0744 (Direct Fax) From: jeffrey E. [email protected]> Sent: Saturday, December 12, 2015 12:37:13 PM To: Bronstein, Richard.' Subject: Re: PRIVILEGED & CONFIDENTIAL understood, what do you think of the fixed price put below purchase price. . and that brad pays for it , he should also pay real interest , and full recourse note are you ok with 25% below purchase price On Sat, Dec 12, 2015 at 11:02 AM, Bronstein, Richard J < wrote: No sales tax because the underlying asset is an intangible, i.e., an interest in Phaidon Global LLC, so an sale of an individual interest is a sale of an intangible. Different answer if the undivided interest relates to tangible assets (e.g., art). Richard J. Bronstein I Partner Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas I New York, NY 10019-6064 (212) 373-3744 (Direct Phone) I (917) 453-4387 (Cell) (212) 492-0744 (Direct Fax) From: jeffrey E. <[email protected]> Sent: Saturday, December 12, 2015 9:39:59 AM To: Bronstein, Richard.' Subject: Re: PRIVILEGED & CONFIDENTIAL I suggested no pik , full recourse put below purchse that he buys, . 25%. EFTA00932862  Rick, if the trust were to enter into a common interest agreement and sell leon a 5 % interest is it your view that there would be sales tax on the sale of the interest. . ? its more like an Ilc or corp , than tangible? On Fri, Dec 11, 2015 at 5:01 PM, Bronstein, Richard J < > wrote: I agree no PIK interest is best. I also prefer full recourse, I have told that to Brad W. We have also said that cash/recourse should be at least 50% of purchase price to avoid option treatment. I don't really like fixed price put, it makes it even less like a sale, but I would be curious to know what fixed price you have in mind. If it is not substantially higher than the purchase price, it might look like a financing. We have indicated that the put should not be exercisable for 2-3 years, so it makes sense to me that the note should be longer, like 5 years. Assignment is not relevant, Brad W is signing and closing at the same time. Payment for put should be not necessary if put is FMV. Richard 1. Bronstein I Partner Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas I New York, NY 10019-6064 (212) 373-3744 (Direct Phone) 1 (917) 453-4387 (Cell) (212) 492-0744 (Direct Fax) www.paulweiss.com From: Halperin, Alan S Sent: Friday, December 11, 2015 4:56 PM To: jeffrey E. <[email protected]>; Brad Wechsler Cc: Bronstein, Richard J < >; Lakhdhir, David K < Subject: RE: Re: By copying Rick, I am asking for him to weigh in. Thanks. Alan Alan S. Halperin I Partner Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas I New York, NY 10019-6064 (212) 373-3313 (Direct Phone) j (212) 492-0313 (Direct Fax) From: Jeffrey E. [mailto:jeevacation@gmailcom] Sent: Friday, December 11, 2015 4:33 PM To: Brad Wechsler < >; Halperin, Alan S Subject: Re: EFTA00932863 my preference , 1 no pik interest on note. 2. terms of put should be fixed price, rather than market. i prefer full recourse,note, . 24 to 48 months, buyer can assign purchase obligation. . brad should pay for put, On Fri, Dec 11, 2015 at 3:59 PM, Brad Wechsler < > wrote: Jeffrey, Fyi. Please see the attached. Yvonne Berger / Executive Assistant to Mr. Wechsler IMAX Corporation / Ph: / Fax: please note The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of JEE Unauthorized use, disclosure or copying of this EFTA00932864  communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to [email protected], and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved This message is intended only for the use of the Addressee and may contain information that is privileged and confidential. If you are not the intended recipient, you are hereby notified that any dissemination of this communication is strictly prohibited. If you have received this communication in error, please erase all copies of the message and its attachments and notify us immediately. please note The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of JEE Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to [email protected], and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved please note The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of JEE Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to [email protected], and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved please note The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of JEE EFTA00932865  Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to [email protected], and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved please note The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of JEE Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to [email protected], and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved please note The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of JEE Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to jeevacation®gmail.com, and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved please note The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of JEE Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by EFTA00932866 return e-mail or by e-mail to [email protected], and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved please note The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of JEE Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to [email protected], and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved EFTA00932867