EFTA02479804.pdf

From: John Castrucci Sent: Wednesday, Novem er 1 , 1 : 4 M To: [email protected] Cc: Jeffrey E.; Brad Wechsler, Subject: Re: December 1 Decantings Jeffrey, See attached response from David Lakhdir @ P= regarding filing related matters. We are confirming Germany is not an issue.&n=sp; Will keep you posted. I have copied in David on this email. <=div> Kind regards Jc John M. Castrucc= I Elysium Manageme=t, LLC I 445 Park Avenue =uite 1401 New York, NY 100=2 I Tel. Cell Lakhdhir, David K wrote= In =ase you need to discuss internally before we can connect by phone: &nbs=; 1. I spoke with =uke Powell, the corporate partner at Macfarlanes who has been involved wit= the Phaidon investment, and confirmed that we together can't think of an= filings or impediments of any kind to the potential transfer. One p=int he noted however is that a transfer at the US level (i.e. not of one o= the English entities) may avoid UK stamp duty. I think that's contemplated anyway, but this is an additiona= reason to do what you are considering. He will also speak with Dami=n Crossley (his tax partner) to make sure he can't think of any issues, =ut he was fairly certain that there would be no issue with a transfer of ownership in the US.<=p> 2. I spoke with =y colleague Didier Malaquin, who overseas our competition filings. H= concurred with my gut reaction that it is highly unlikely that any filing in any jur=sdiction would be required. He noted however that he couldn't tell=from the income statements what the level of sales in Germany is. He=also noted that the numbers appeared to be more than a year old. The key threshold for Germany is EUR 5 million= so (putting those points EFTA_R1_01595598 EFTA02479804 together) the key question is whether in the las= fiscal year ended the Phaidon Group had more than EUR 5 million sales int= Germany. If not, we don't think any competition (or other) filings will be triggered.=/p> &nbs=; David K. Lakhdhir I Partner Paul, Weiss, Rifkind, Wharton & Garrison LLP Alder Castle, 10 Noble Street I London EC2V 711.1 U.K. www.paulweiss.com <http://www.paulweiss.com> &nbs=; Sent from my iPhone On Nov 17, 2015, at 1:06 PM mailto > wrote: Hi Jeffrey, John Castrucci is the lead on the pot=ntial Phaidon sale and I am hoping that he can answer your question. Chief Legal Officer=/p> Elysium Management LLC 445 Park Avenue Suite 1401 New York, New York 10022</=pan> Direct Dial: Fax Email: <mailtc > This communication and any attachm=nt is for the intended recipient(s) only and may contain information that =s privileged, confidential and/or proprietary.&n=sp; If you are not the intended recipient, you are hereby notified that 2 EFTA_R1_01595599 EFTA02479805 furthe= dissemination of this communication and its attachments is prohibited.&nb=p; Please delete all copies of this communication and its attachments and =otify me immediately that you have received them in error. Thank you. From: Jeffrey E. [mailto:[email protected] <mailto:[email protected]> I Sent: Tuesday, November 17, 2015 12:42 PM To: Ada Clapp < <mailto: Subject: Re: FW: Fw: December 1 Decantings what about disclosures on sale of equity?=/p> On Tue, Nov 17, 2015 at 1:32 PM, Ada Clapp c: wrote: Please see Alan's response to JEE's highligh=ed question below: From: Halperin, Alan S [maiIto <mailto Sent: Tuesday, November 17, 2015 12:09 PM To: Ada Clapp Cc: Orol, Zoey F Subject: RE: Fw: December 1 Decantings David has discussed the matter with Macfarlenes. Th=re are no filings that are triggered by the decanting. Alan Alan S. Halperin I Partner Paul, Weiss, Rifkind, Wharton & Garrison LIP 1285 Avenue of the Americas I New York, NY 10019-6064 <tel:%28212%29%20373-3313> (=irect Phone) I <tel:%28212%29%20492-0313> (=irect Fax) <mailto I www.paulweiss.com <http://www.paulweiss.com> From: Jeffrey E. [mailto:[email protected] <mailto:jeevacation@gm=il.com> Sent: Sunday, November 01, 2015 2:52 PM To: Brad Wechsler mailto 3 EFTA_R1_01595600 EFTA02479806  Cc: >; Alan S. Halperin <mailto Subject: Re: Fw: December 1 Decantings impact on tax returns? disclosures. midco top co. .&=bsp; foreign, fbar, fatca, be10.? releases =rom children? final accounting? On Sun, Nov 1, 2015 at 2:10 PM, Brad Wechsler wr=te: 'alan-as you can see I am copying jeffrey on this from our frid=y call as an fyi for him. Thx, b Sent from my Verizon Wireless BlackBerry From a <nlailtc Date: Thu, 29 Oct 2015 19:56:42 +0000 To: Brad Wechsler >• Halperin, Alan <mailto Avantario <mail <mailto:Was >; Heath=r Gray Cc: Richard D'Agostino< <mailto Subject: December 1 Decantings Attached for tomorrow's meeting are: 1. =ction Steps to Decant publishing assets. 2. =ist of Documents needed to accomplish item 1. 3. =ction Steps to Decant non-publishing assets. 4. =ist of Documents needed to accomplish item 3. Chief Legal Officer 4 EFTA_R1_01595601 EFTA02479807  Elysium Management LLC 445 Park Avenue Suite 1401 New York, New York 10022 Direct Dial: <tel: <=p> Fa. <tel c=p> Email: mailto This communication and any attachment is for the intended recip=ent(s) only and may contain information that is privileged, confidential a=d/or proprietary. If you are not the intended recipient, you are hereby notified that further dissemination=of this communication and its attachments is prohibited. Please dele=e all copies of this communication and its attachments and notify me immed=ately that you have received them in error. Thank you. please note<=p> 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] <mailto:[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 cont=in information that is privileged and confidential. If you are not the int=nded recipient, you are hereby notified that any dissemination of this communication is strictly prohibited. If you hav= received this communication in error, please erase all copies of the mess=ge and its attachments and notify us immediately. 5 EFTA_R1_01595602 EFTA02479808  please no=e 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] <mailto:[email protected]> , and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved 6 EFTA_R1_01595603 EFTA02479809