EFTA01146210.pdf

12/21/06 The 2006 Judah GRATs A-K were formed. Leon contributed his ownership of an Apollo management entity into each GRAT per assignment and assumption agreements dated that same day. (see attached list) 12/21/06 The Black 2006 Family Trust was also created. At their termination, GRATS A-K assets were to pour over into this trust. 4/11/07 LBF Holdings was formed with GRATs Judah Trusts A-J as its members but not funded. 4/19/07 GRATs A-J transferred their assets into LBF Holdings in exchange for interests in LBF Holdings. 4/20/07 Deposit of $431,696,805 from debt financed dividend into LBF Holdings #1 Acct 4548. frpczA-- *In 6/6/07 2007 Judah GRAT were formed with Apollo Colnvests and Advisor assets contribut in per the assignment documents that day (see attached list) The Black 2007 Family Trust was also formed on June 6, 2007 to receive assets at the termination of these GRATs. 5/17/07 Black Family Partners was formed May 17, 2007. LBF Holdings, Leon, the 1992 Trusts, and Judah Trust GRATs K-O assigned their assets to Black Family Partners. 7/13/07 The strategic sale proceeds of $460,545,600 were deposited into the LBF #2 money mkt acct 1195832 and then transferred on 7/17/07 to the Investment acct 4902 at US Trust. Total annuity payments due to Leon in December 2007 and December 2008 were $637,884,541 for GRATs A-K and $220,640,193 for GRATs L-O in June 2008 and 2009 for a grand total of $858,524,734. During 2007 $94.9mi1 investments were made. EFTA01146210 HISTORY. List of Ennis! Values (as of Aor1119. 2007): Or102007 Valinitan LBF Holdings LBF Holdings LLC Judah Investment Trust A (AM III) 0 Management Ill $ Judah Investment Trust B (AM IV) 838,243 Management IV $ 838,243 Judah Investment Trust C (AM V) 3,100.119 Management V S 3.100,119 Judah Investment Trust D (AM VI) 49.236.845 Management VI 49.236,845 Judah Investment Trust E (AIM) S 208,873,688 AIM 200673,888 Judah Investment Trust F (Value) 14,748,190 Value Management 14,748,190 Judah Investment Trust G (SVF) $ 104,220.741 SVF Management 5 104,220,741 Judah Investment Trust II (Asia) 16.503,790 Asia Management 15,503,790 Judah Investment Trust I (Europe) $ 163.767.015 Europe Management 163,757.015 Judah Investment Trust J (AAA) $ 120.539,149 AAA 120,539,149 Goodwill S 271320.082 Goodwill 272,320.682 Total $ 960,936,862 950,935.862 Ownership percentages of Black family Partners Itransfers occurred on Juno 7, 2007): List of Entity Values las of June 7. 20071: LBF Holdings LLC S 851.690,121 67.60% LBF Holdings $ 851,690,121 Judah Investment Trust K (AA VI) S 19081,216 1.58% SW Advisors 44,880,073 Judah Investment Trust L $ 24098,404 1.91% Value Advisors S 10.664,982 Judah Investment Trust M $ 58.791,672 4.67% Asia Advisors 11,358,014 Judah Investment Trust N $ 49.073,988 3.89% SOMA Advisors 14,301,558 Judah Investment Trust 0 S 53,838,110 427% Leon D. Black Investment Trusts A $ 25,352,301 2.01% Advisors IV 37,484,588 Black family 1997 Trust $ 23,274,198 1.85% Advisors V 84,143,973 4 separate 1992 trusts for Leon Black's children $ 72,431,735 6.75% Advisors VI 68,935,204 4 separate 1988 tools for Leon Black's children $ 3,215230 0.28% AM Associates 53,838,110 Leon Black (individually) $ 78,339,645 6.22% TOTAL: S 1,259,966.821 100.00% Co-Investors III 7,200,000 Co-Investors IV 7,600,000 Co-Investors V 22,500.000 Co-Investors VI 34,050.000 AC Co-Investors 7,800,000 Value Co-Investors 2,920,000 SW Co-Investors S SUMMARY: SOMA Co-investors 600000 GIFTS by LDS S 1,259,966,821 Original values 3008 Trust now own, p31/12 value GRAT A-J 950035.862 70.8% int in BFP 847.110.588 4 GRAT K 19,861,216 1.8%int in BFP 21 583 324 Ffro,..9 3144./P— 970.797,078 S868,693,912 -iindiscounted Judah '09 Trust GRATs L-0 185.802,174 owns 8.9% BFP 105,999226 this GRAT laminates in Aug 2013 - I have $ 1,168,699,262 $974,693,138 borrowed from the '06 Trust to make annuity payments so in kind transfer looks kkely at termination with ownership ultimately split between the '97 8'06 Trusts Annuity payments reed by LOB from the Judah GRATs Dec '07 A-K 289,947.420 Dec '08 MC 347,936,903 June '08 1-0 100,290.998 June '091-0' 120.329.195 'These GRATs lacked insufficient kquidity to make final payment In cash $ 868,604,616 Payment made Inldnd to LBF h lieu of loan repay and to LOB for annuity payment. LDB then gifted to Judah 2009 Trust which became a new member of Bladt Family Partners07.75% This also increased % ownership of LBF in Black Fern!), PUs Income roc'd Dv I-DB post GRATs Div 8 TRA Cotnv Income EFTA01146211 HISTORY/STRUCTURE Judah trusts A-K formed 12/21/06, L-O formed 6/6/07 Trusts are irrevocable Leon & John Hannan are the trustees For the benefit of the settlor and the beneficiaries Leon contributed his entire ltd partnership interest in the various Apollo Management LPs into GRATs Each GRAT set up to hold a specific property Fair mkt value of the entities at time of formation of the trusts is paid out over two years in annuity payments ($858 mil) with minimal gift tax paid. Assets in Trusts A-K move into 2006 Family Trust upon termination of the GRATs Assets in Trusts L-O move into 2007 Family Trust upon termination of the GRATs 2006 Trust, through LBF, becomes the member of BFP Holdings and small direct partner in BFP (due to GRAT K) upon termination of GRATs A-K as of December 20, 2008. The 2007 Trust becomes a member of BFP at termination of GRATs L-O in June 2009. Terms of the 2006 and 2007 Trusts mandate all income and operating profits of Trusts gets paid out to Leon. This is subject to review to avoid potential estate tax issues. LBF Holdings formed 4/11/07 Judah Trusts A-J are the members Leon is the sole manager Black Family Partners LP formed May 17, 2007 Family Partnership — traditional asset protection vehicle, also an estate planning tool in that it gives the donor the ability to transfer assets to descendants at a lower transfer tax cost than in a direct transfer Black Family Partners GP established and capitalized to act as GP of the Family LP for creditor purposes-this is the sole manager of BFP. Leon is the sole member with 100% of interests Parents and trusts contributed assets to LP and then LE' interests were assigned GP has mgmt rights, LPs do not Income is shifted to the members who own the partnership interests since income and gains get allocated among partners based on % interests Assets owned by the family limited partnership are owned by the entity and not the various partners BFP was set up to exist for perpetuity or until dissolution action is taken A family partnership allows parents to give away assets but retain control through control of the GP Family partnership keeps assets in the family since the partnership agreement limits the ability of any partner to transfer his or her partnership interest to any outsider without the consent of other partners Re creditor protection-creditors of partners have substantially less rights than they would have against assets directly owned by a debtor not inside a partnership. Absent any fraudulent conveyance to the partnership, a creditor generally may not reach specific partnership assets The consolidation of family assets into a single Family LP gives significant efficiencies in investment, accounting, and management expenses Multiple entity structures using limited partnerships, corporations, trust arrangements, foundations, retirement plans, life insurance and the like enable both tax planning and orderly wealth transfer, but also, importantly, facilitate the additional benefit of asset protection EFTA01146212  BRH Leon Mad( 92,100120 shares Josh Harris 58,614.960 shares Caspers Marc Rovran 58,614,960 shares 30,000.001 A Shares Total 209,339,040 shares ADIA 177 ...1 30,000,000 A Shares AP Professional Holdings Hannan 843.840 shares Strategic Investors Private Investors Credit Suisse Mgmt. AP Professional Copses 5,286.240 shares 60.000001 A Shares 29,824,540 A Shares LW. 7.500.000 Holdings. L..P. A 4.777.200 shares A shares 240000,000 B shares Berg 4,111,920 shares 7/ 7. Be er 4.140.240 shares Kleinman 4,140.240 shares Stone 1.298.400 shares Zinterhofer 2,593,200 shares Jhawar 1,067.760 shares Zeller 2,401,920 shares Total 30,660,960 shares Apollo Principal Hoktings I, L.P. (144A Proceeds) Apollo Management Holding, L.P. APOLLO MANAGEMENT EFTA01146213 List of Ownership Pre-Roll Up Judah Investment Trust A - Apollo Management III, LP Judah Investment Trust B - Apollo Management IV, LP Judah Investment Trust C - Apollo Management V, LP Judah Investment Trust D - Apollo Management VI, LP Judah Investment Trust E - Apollo Investment Management Judah Investment Trust F - Value Management Judah Investment Trust G - SVF Management Judah Investment Trust H - Asia Management Judah Investment Trust I - Europe Management Judah Investment Trust J - Apollo Alternative Assets, LP Judah Investment Trust K - 142/492.86 points in Advisors VI Judah Investment Trust L - 379.5/625.9 points In Advisors IV - 3.41%/18.91% of Co-Investors IV Judah Investment Trust M - 351.86/503.59 points in Advisors V Judah Investment Trust N - 350.86/492.86 points in Advisors VI Judah Investment Trust O - AAA Associates Leon D. Black Investment Trust A - 151.73/503.59 points in Advisors V Black Family 1997 Trust - 246.4/625.9 points in Advisors VI - 5.65%/23.1% of Co-Investors V - 7.5%/19.91% of Co-Investors IV 4 Separate 1992 Trusts for Kids - Value Advisors - AIC Co-Investors - Value Co-Investors - Co-Investors VI - 17.45%/23.1% of Co-Investors V 4 Separate 1988 Trusts for Kids - 8%/18.91% of Co-Investors IV Leon Black (individually) - SVF Advisors - Asia Advisors - SOMA Advisors All Management Companies and Advisors are now owned in Black Family Partners through BRI-1. Colnvests are owned directly by Black Family Partners EFTA01146214