EFTA02713361.pdf

From: jeffrey E. <[email protected]> Sent: Saturday, December 27, 2014 3:09 PM To: Brad Wechsler; Melanie Spinella Subject: Fwd: FW: Phadion re-organisation (MACS-LIVE_LIB.FID2559344) Forwarded messa•- From: Richard Joslin Date: Tue, Dec 16, 2014 at 4:53 PM Subject: FW: Phad=on re-organisation [MACS-LIVE_LIB.FID2559344] To: "jeffrey E."=. <[email protected] <mailto:[email protected]»= Last parag</=> </=pan> From: Eileen Alexanderson Sent: Friday, September 19, 2014 5:28 PM To: Richard Joslin Subject: FW: Phadion re-organisation (MACS-LIVE_LIB.FID2559344)</=> </van> </=pan> From: Salmon, Hannah (HKAS Sent: Friday, April 25, 20 Cc: Powell, Luke (LXP); Greenbank, Ashley (DAG); McCabe, Claire (CZM= Subject: Phadion re-organisation [MACS-LIVE_LIB.FID25593441 <=u> All I attach a documents list for the Phaidon re-organisa=ion. The steps can be summarised as follows: EFTA_R1_02135020 EFTA02713361 14=A0 Transfer of Phaidon Press Inc to JMWT Manager LL= (this is on hold). 2.4>=A0 The members of JMWT Acquisition LLP ("LL=") will approve the distribution of the LLP's assets to the m=mbers. An application to strike off the LLP will then be made. Companies House will review the application and place a notice in=the Gazette. If no objection is filed, approximately 3 months after the da=e of publication of the notice the LLP will be dissolved. 3.4>=A0 JMWT Topco Limited ("Topco") wi=l complete a capital reduction to create sufficient distributable reserves=to enable the shares of JMWT Midco limited ("Midco") to be transferred to the shareholders as a lawful dividend in specie. Q=A31 of share capital will remain. An application to strike off Topco will =hen be made. Companies House will review the application and place a notic= in the Gazette. If no objection is filed, approximately 3 months after the date of publication of the notice Topco w=ll be dissolved. 44=A° Midco will complete a capital reduction to creat= sufficient distributable reserves to enable the shares of JMWT Limited (&=uot;JMWT") to be transferred to the shareholders as a lawful dividend in specie. El of share capital will remain. An a=plication to strike off Midco will then be made. Companies House will revi=w the application and place a notice in the Gazette. If no objection is fi=ed, approximately 3 months after the date of publication of the notice Midco will be dissolved.</=pan> 5.40=A0 Phaidon Global LLC will transfer its shares of J=WT to JMWT Manager LLC. There will be no liquidator appointed and it is there=ore essential that the directors/LLP members are able to identify all the =ssets and liabilities of the LLP, Topco and Midco. There will be no need to wait for an entity to be dis=olved before the next step can be taken. It should therefore be possible t= complete the steps fairly quickly. We hold the register of members for the LLP and this =as not been updated to reflect Phaidon Global LLC and JMWT Manager LLC bec=ming members of the LLP and PLB LLC and JMWT LLC ceasing to be members, as we were not aware of the transfer of partner=hip interests. We have also checked the public registers and note that the=public registers do not reflect the change in the membership of the LLP. A= an initial step, it will therefore be necessary to pass ratification resolutions of the LLP members to confir= the membership of the LLP and update the registers accordingly. If Phaido= Global LLC and JMWT Manager LLC can be included as members from now (rath=r than ratifying historic membership), this will be a much easier (and preferable) process. Have Phaidon Global L=C and JMWT Manager LLC taken any action as members of the LLP to date? 2 EFTA_R1_02135021 EFTA02713362 We have based the steps on the following assumptions:=u> *<=pan style="font:7.0pt "Times New Roman""> *=A0 the LLP, Topco and Midco have no liabilities (th=y have given no guarantees, entered into no contracts, there are no loan a=rangements in place (intra-group or otherwise) and they have no creditors); *<=pan style="font:7.0pt "Times New Roman""> *=A0 the share capital of Topco exceeds the value of =he Midco shares by at least £1 (this will enable us to reduce the cap=tal of Topco, leaving El of capital to create sufficient distributable profits to enable the shares of Midco to be trans=erred to the LLCs as a dividend in specie); *<=pan style="font:7.0pt "Times New Roman""> *=A0 the share capital of Midco exceeds the value of =he JMWT shares by at least £1; *cowl style="font:7.0pt "Times New Roman""> *=A0 the LLP, Topco and Midco have no assets other th=n the shares of Topco, Midco and JMWT (respectively);=/p> *<=pan style="font:7.0pt "Times New Roman""> *=A0 accounts/balance sheets of Topco and Midco will =e provided to show the assets and liabilities of Topco and Midco before ea=h company reduces its share capital, and also an updated balance sheet will be provided following completion of the=capital reduction. It is possible to just have accounts/balance sheets for=the position following the capital reduction, but as the directors will haze personal liability for the solvency statements they make in connection with the capital reduction, it is prefe=able for them to have accounts/balance sheets to refer to at the time the =olvency statements are made; *<=pan style="font:7.0pt "Times New Roman""> *=A0 accounts/a balance sheet will be provided for th= LLP to show the assets and liabilities of the LLP at the time of the dist=ibution of assets to the members; *<=pan style="font:7.0pt "Times New Roman""> *=A0 the LLP Agreement dated 3 October 2012 was signe=; *<=pan style="font:7.0pt "Times New Roman""> *=A0 JMWT Manager LLC entered into a deed of adherenc= to the LLP Agreement (we have seen the deed of adherence signed by Phaido= Global LLC); and *<=pan style="font:7.0pt "Times New Roman—> *=A0 the members confirmed the termination of members=ip of PLB, LLC and JMWT LLC as members of the LLP (in addition to transfer=ing interests in the partnership to the incoming members which is included in the "reorganization agreement&q=ot;). If any of the above assumptions is incorrect, please =et us know as this will impact on the steps and the documents needed.</=> Eileen, please confirm if you are happy for us to com=ence drafting the documents; if you would like to have a call with us (and=Sonia and Gregor) to discuss any of the above points before we begin drafting, please let us know your availability. =/u> Kind regards 3 EFTA_R1_02135022 EFTA02713363 Hannah Hannah Salmon Solicitor Macfarlanes LLP OD +44 20 7849 2202 <tel:%2B44%2020%207849%20220=> =/u> T +44 20 7831 9222 <tel:%2B44%2020%207831%20922=> =/u> M +44 7921 880175 <tel:%2844%207921%20880175> =/span> E W www.macfarlanes.com <http://www.macfarlanes.com> </=> 20 Cursitor Street London EC4A 1LT<=u> <=1.1> 4 EFTA_R1_02135023 EFTA02713364 **** ******** * ******** ***** ****** *•** ****** rs•rt*r a*rrsst*♦ ** ******* * Macfarlanes LLP 20 Cursitor Street London EC4A 1LT Tel: +44 20 7831 9222 <tel:%2B44%2020%207831%209222> Fax: +44 20 7831 9607 <tel:%2B44%2020%207831%209607> Email Visit our website at http://www.macfarlanes.com Macfarlanes LIP is a limited liability partnership registered in England wi=h number 0C334406. It is authorised and regulated by the Solicitors Regula=ion Authority. Its registered office and principal place of business are a= 20 Cursitor Street, London EC4A 1LT. The word 'partner' is used to refer to a member of Ma=farlanes LIP. A list of members, all of whom are solicitors of England and=Wales, is open for inspection at the above address. This email (and any at=achment), unless clearly personal and unrelated to our business, is sent by the sender on behalf of Macfarlanes LLP. If th= content of this email is personal and unconnected with our business, we a=cept no liability or responsibility for it. This email (and any attachment) is confidential, may be legally privileged =nd is intended solely for the use of the individual or entity to whom it i= addressed. If you are not the intended recipient please do not disclose, =opy or take any action in reliance on it. 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