EFTA02386230.pdf

From: Sent: Wednesday, February 8, 2017 7:20 PM To: Brad Okun; Brian Grieve; Jeffrey Epstein; Leon Black Subject: Re: Privileged and Confidential We're pretty much done. Brad O cld you get Suydam's sign-off on this lang for the rep letter....I'm quite certain he'll be ok but we shld dot that "I". Brian-you can begin to get signature copies ready but pls have someone jr make certain everything's proof read and there are no transcription errors. Thx, b Sent from my Verizon Wireless BlackBerry From: "Okun, Brad R" <[email protected]> Date: Wed, 8 Feb 2017 18:56:01 +0000 To: Grieve, Brian S<[email protected]>; jeffrey E<[email protected]>; Brad Wechsler<[email protected]>; Leon Black<[email protected]> Subject: Re: Privileged and Confidential Are we also waiting for feedback from John? Jeffrey, any other comments, or are you signed off? Thanks Brad R. Okun I Partner Paul, Weiss, Rifkind, Wharton & Garrison LIP 1285 Avenue of the Americas I New York, NY 10019.6064 I www.paulweiss.com From: Grieve, Brian S Sent: Wednesday, February 8, 2017 1:52 PM To: jeffrey E.; Brad Wechsler; Leon Black Cc: Okun, Brad R Subject: RE: Privileged and Confidential Ok. Brad W, please let me know when we have approval to prepare the revised statements, and we will get those out to you asap. Thanks Brian S. Grieve I Associate Paul, Weiss, Rifkind, Wharton & Garrison LLP I www.paulweiss.com From: jeffrey E. <[email protected]> Sent: Wednesday, February 8, 2017 1:50:04 PM To: Brad Wechsler; Grieve, Brian 5; Leon Black Subject: Re: Privileged and Confidential Ok with me. Thx EFTA_R1_01405917 EFTA02386230 On Wed, Feb 8, 2017 at 2:47 PM Grieve, Brian S wrote: Ok. We don't understand the concern with that phrase and think it's accurate, but we can remove it. Does the below work then from your perspective? All of the Foreign Entities, other than BRH and AP Professional Holdings LP, are owned, in part, indirectly by Apollo. The appropriate Apollo entities timely and properly filed the Forms 8865 and 8858 with respect to these Foreign Entities, but Apollo determined there was no need to provide the underlying information to the Taxpayers, or alert the Taxpayers that they might have similar filing requirements. Thus, the Schedule K-1 for 2014 from the Partnership, provided to the Taxpayers, included all items of taxable income and loss attributable to the Taxpayers' interest in the Partnership, but did not indicate an obligation to file the International Information Returns with respect to BRH or any of the other Foreign Entities held through BRH. In fact, the Schedule K-1 included a footnote specifically stating that there were no filing requirements with respect to foreign partnerships during the 2014 tax year, and therefore a filing of Form 8865 was not required. The other Foreign Entities referred to, are either indirectly or constructively owned, in whole or in part, by BRH, and, as such, the tax information of such Foreign Entities is not directly reported to the Taxpayers or their tax advisors. As a result, neither the Taxpayers nor their accountants were aware that any other International Information Return filings were required and, in any case, they were not provided the information necessary to have properly completed the International Information Returns, making it impossible for the Taxpayers to timely file these informational returns. Importantly, all income reported on the Schedule K-1 from the Partnership was properly and timely reported to the IRS on the Original Return. A Form 8938 was also timely filed by the Taxpayers with the Original Return and is only being amended today to reflect the correct number of Forms 5471and 8865 in Part IV required to be filed by the Taxpayers. Finally, the information included on the applicable International Information Returns being filed today is either the same as, or is directly derived from, the information included on the Forms 8865 and 8858 previously filed by the appropriate Apollo entities with relevant adjustments to take into account the differing ownership percentages of the Apollo entities and the Taxpayers. Brian S. Grieve I Associate Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas I New York, NY 10019-6064 www.paulweiss.com <http://www.paulweiss.com> From: jeffrey E. [mailto:[email protected] <mailto:[email protected]> I Sent: Wednesday, February 08, 2017 1:44 PM To: Brad Wechsler <BWechsler imax.com <mail ; Grieve, Brian S >; Leon Black <mailto: Subject: Re: Privileged and Confidential 2 EFTA_R1_01405918 EFTA02386231  I have taken out the rolled into brh. Five times On Wed, Feb 8, 2017 at 2:38 PM Grieve, Brian S <mailto wrote: How about the below, which I think should sufficiently address the point and would be technically accurate based on our understanding of the facts here. If that works and Apollo signs off, we can dupe out the statements for all of the applicable years. Thanks, Brian All of the Foreign Entities, other than BRH and AP Professional Holdings LP, are owned, in part, indirectly by Apollo. The appropriate Apollo entities timely and properly filed the Forms 8865 and 8858 with respect to these Foreign Entities, but Apollo determined there was no need to provide the underlying information to the Taxpayers, or alert the Taxpayers that they might have similar filing requirements. Thus, the Schedule K-1 for 2014 from the Partnership, provided to the Taxpayers, included all items of taxable income and loss attributable to the Taxpayers' interest in the Partnership, but did not indicate an obligation to file the International Information Returns with respect to BRH or any of the other Foreign Entities held through BRH. In fact, the Schedule K-1included a footnote specifically stating that there were no filing requirements with respect to foreign partnerships during the 2014 tax year, and therefore a filing of Form 8865 was not required. The other Foreign Entities referred to, are either indirectly or constructively owned, in whole or in part, by BRH, and, as such, the tax information of such Foreign Entities is not directly reported to the Taxpayers or their tax advisors, but instead is rolled into the tax reporting of BRH. As a result, neither the Taxpayers nor their accountants were aware that any other International Information Return filings were required and, in any case, they were not provided the information necessary to have properly completed the International Information Returns, making it impossible for the Taxpayers to timely file these informational returns. Importantly, all income reported on the Schedule K-1 from the Partnership was properly and timely reported to the IRS on the Original Return. A Form 8938 was also timely filed by the Taxpayers with the Original Return and is only being amended today to reflect the correct number of Forms 5471 and 8865 in Part IV required to be filed by the Taxpayers. Finally, the information included on the applicable International Information Returns being filed today is either the same as, or is directly derived from, the information included on the Forms 8865 and 8858 previously filed by the appropriate Apollo entities with relevant adjustments to take into account the differing ownership percentages of the Apollo entities and the Taxpayers. Brian S. Grieve I Associate Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas I New York, NY 10019-6064 www.paulweiss.com <http://www.paulweiss.com> From: Okun, Brad R Sent: Wednesday, February 08, 2017 1:34 PM 3 EFTA_R1_01405919 EFTA02386232  Grieve, Brian S ; Jeffrey Epstein <[email protected] <mailto:jeevacation@gmailcom» Subject: Re: Privileged and Confidential Sure Brad R. Okun I Partner Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas I New York, NY 10019-6064 www.paulweiss.com <http://www.paulweiss.com> From: Brad Wechsler Sent: Wednesday, February 8, 2017 1:31 PM To: Okun, Brad R; Grieve, Brian 5; Jeffrey Epstein Reply To: Brad Wechsler Subject: Re: Privileged and Confidential Yes; but jeffrey feels better with language other than "based on". Think his "derived from" shld be able to work?? Sent from my Verizon Wireless BlackBerry From: "Okun, Brad R" Date: Wed, 8 Feb 2017 17:53:35 +0000 To: Brad Wechsler Grieve, Brian S ; Jeffrey Epstein<jeevacation@gmailcom <mailto:[email protected]» Subject: Re: Privileged and Confidential 4 EFTA_R1_01405920 EFTA02386233  So long as we are referencing the same forms, we can say they are based on same information numbers). That is what we were proposing. Brad W, is that consistent with what you discussed with John? Brad R. Okun I Partner Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas I New York. NY 10019-6064 www.paulweiss.com chttp://www.paulweiss.com> From: Brad Wechsler Sent: Wednesday, February 8, 2017 12:42 PM To: Grieve, Brian S; Jeffrey Epstein Reply To: Brad Wechsler Cc: Okun, Brad R Subject: Re: Privileged and Confidential Do you guys have a time; brian do you think we can use/work with jeffrey's notion of our numbers being derived from the previously filed apollo numbers? Sent from my Verizon Wireless BlackBerry From Date: Wed, 8 Feb 2017 15:39:35 +0000 To: Brian S Grieve ; Jeffrey [email protected] <mailto:[email protected]» ReplyTo: Cc: Subject: Re: Privileged and Confidential Let's have jeffrey pick the best time for him in your windows and I'll do my best to join. Sent from my Verizon Wireless BlackBerry 5 EFTA_R1_01405921 EFTA02386234  From: "Grieve, Brian S" Date: Wed, 8 Feb 2017 15:22:10 +0000 To: Brad Wechsler ; Jeffrey Epstein<[email protected] <mailto:[email protected]» Cc: Okun, Brad R Subject: RE: Privileged and Confidential Of course, Brad. I can discuss today between 130-3 and then again at 5 or after. Let me know the best time. Thanks Brian S. Grieve I Associate Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas I New York. NY 10019-6064 www.paulweiss.com <http://www.paulweiss.com> From: Brad Wechsler Sent: Wednesday, February 8, 2017 10:06:40 AM To: Jeffrey Epstein; Grieve, Brian S Cc: Okun, Brad R Subject: Re: Privileged and Confidential Brian/Jeffrey-it wld be great if you cld pick a mutually convenient time today to speak so we can wrap this up. I'm sure everyone agrees its time to shut down. Let me know and I'll try to join tho its really the two of you who are critical. Thx, b Sent from my Verizon Wireless BlackBerry From: "jeffrey E." <[email protected] <mailto:[email protected]» Date: Tue, 7 Feb 2017 20:35:15 -0400 To: Grieve, Brian S 6 EFTA_R1_01405922 EFTA02386235  Subject: Re: Privileged and Confidential the numbers included on the delinquent filings were directly derived using the previously filed apollo numbers and only modified for the change in ownership percentage. ( or something to that effect, ) On Tue, Feb 7, 2017 at 8:07 PM, Grieve, Brian S <[email protected] <mailto:[email protected]» wrote: Brad as previously mentioned, we don't feel that statement is technically accurate. The numbers on the forms filed by Apollo entities would be different than the numbers on the forms filed by Leon because they own different percentages of the various underlying foreign entities. Also we know Apollo did not themselves file all required forms, e.g. 5471s, for certain years so there would need to be a carveback for that. I think the sentence I proposed earlier today is probably the best we can do on this particular point given the facts that exist. Or perhaps we can say "substantially similar to" rather than "essentially the same" if Apollo is comfortable with that statement. Brian S. Grieve I Associate Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas I New York. NY 10019-6064 www.paulweiss.com <http://www.paulweiss.com> From: Brad Wechsler Sent: Tuesday, February 7, 2017 6:31:35 PM To: Grieve, Brian 5; Jeffrey Epstein Cc: Okun, Brad R Subject: Privileged and Confidential Brian/jeffrey-cld both of you live with the following language at the end of the second paragraph of the Background Section: "Finally, the information in the International Information Returns previously filed by the Apollo entities is essentially the same as the information included in the applicable International Information Returns being filed today by the Taxpayers." If the two of you sign-off I will run by Apollo legal and tax for final confirmation. Sent from my Verizon Wireless BlackBerry 7 EFTA_R1_01405923 EFTA02386236  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. 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If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to [email protected] <mailto:[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 8 EFTA_R1_01405924 EFTA02386237 [email protected] <mailto:[email protected]> , and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved 9 EFTA_R1_01405925 EFTA02386238