EFTA02008500.pdf

To: [email protected][[email protected]]; [email protected][[email protected]] From: Eileen Alexanderson Sent: Sun 9/30/2012 3:19:54 PM Subject: Fw: please see attached re our conversation later imq-926105557-0001.pdf Update on the attached structure chart for our purchase of Phaidon by the Trusts: the decision was to use a UK LLP instead of the Scottish one largely because the setup process(ie. You need Scottish counsel and a Scottish registered address) is easier and the PWC man could not convince all others that there was enough benefit. I've been advised there is a definite advantage to having the trusts own this through LLCs instead of going directly in (as you read in the email I forwarded from Gregor) and Leon will enter through a separate LLC than the trusts and be the Managing Member. I'm just thinking through governance and who should be on what Boards. The Trustees then would be the members of the LLP. Bidco will be buying and own the shares of PPL. Since money for that is coming from the trusts I am thinking at least one of the Trustees should be on this Board with Leon and Debra-correct? Leon wants the kids themselves to be part of this too as a learning experience and as prep for one of them potentially running this someday-I am thinking they should only be on the Board of PPL, the actual company, Phaidon Press Ltd with the Exec Directors from company management and a few additional outsiders Leon has in mind with Publishing expertise-or could/should they be on the bidco board? I was advised board meetings of these UK cos need to take place in the UK or you can jeopardize status as a UK company. Leon & Debra are there frequently, the kids less so. Errors in my thought process so far? I've also been thinking through your idea of Leon lending money to the trusts in the name of an opportunity to forgive over time and thereby make gifts to the trust. One of the trusts owes Leon $20mi1. I was going to use 821 mil I now have on hand in that trust for the purchase. I can first pay Leon back on the outstanding loan and then make a new loan if that makes sense. Debra has $4mi1 left on her gift exemptio , Leon I believe has less than $2mi1. Can I make he loan and then forgive in December to use up the gift exemption, or is that too soon. If not, how should I size the loan. $20mi1 just seems large unless you do the forgiving over a very long period of time. Thanks, sorry for imposing on your Sunday, just need to go in tomorrow armed. Best, Eileen Original Message From: Eileen Alexanderson Sent: Wednesday, September 26. 2012 11:08 AM To: McCaffrey, Carlyn Subject: please see attar e re our conversation later Original Message From: NY 730 11 XRX COPYROOM [mailto Sent: Wednesday, September 26, 2012 10:56 AM To: Eileen Alexanderson Subject: Scan from a Xerox Color Please open the attached document. It was scanned and sent to you using a Xerox Color. Number of Images: 4 Attachment File Type: PDF Device Name: NY_730_11_XRX_COPYROOM EFTA_R1_00508933 EFTA02008500 Device Location: For more information on Xerox products and solutions, please visit http://www.xerox.com/ 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 EFTA_R1_00508934 EFTA02008501