EFTA01088290.pdf

Confidential DRAFT COPY - for Discussion Purposes Only VALUATION DATE: 12/3/15 Empire Valuation Consultants, LLC PDF Compiled on 1/29/2016 EXHIBIT G-3 APOLLO OPERATING GROUP - TAX RECEIVABLE AGREEMENT BLACK FAMILY PARTNERS, LP AS OF DECEMBER 3, 2015 Number of Shares 92,727,166 Price per Share $15.81 Value of Block $1,465,552,859 Value Attributable to APO Corp. 69.99% $1,025,740,448 Annual Amortization (15 yr.) $68,382,696 Effective Tax Rate (Per Management) 40.35% Discount Rate 12.00% Present Value of TRA Year TRA Amortization TRA Tax Shield Days PV Factor Tax Benefit 1 $68,382,696 $27,592,418 366 0.89 $24,628,439 2 $68,382,696 $27,592,418 731 0.80 $21,989,678 3 $68,382,696 $27,592,418 1,096 0.71 $19,633,641 4 $68,382,696 $27,592,418 1,461 0.64 $17,530,037 5 $68,382,696 $27,592,418 1,827 0.57 $15,646,960 6 $68,382,696 $27,592,418 2,192 0.51 $13,970,500 7 $68,382,696 $27,592,418 2,557 0.45 $12,473,660 8 $68,382,696 $27,592,418 2,922 0.40 $11,137,197 9 $68,382,696 $27,592,418 3,288 0.36 $9,940,839 10 $68,382,696 $27,592,418 3,653 0.32 $8,875,749 11 $68,382,696 $27,592,418 4,018 0.29 $7,924,776 12 $68,382,696 $27,592,418 4,383 0.26 $7,075,693 13 $68,382,696 $27,592,418 4,749 0.23 $6,315,621 14 $68,382,696 $27,592,418 5,114 0.20 $5,638,948 15 $68,382,696 $27,592,418 5,479 0.18 $5,034,775 $187,816,511 Aggregate Present Value of TRA Tax Benefit, rounded $187,820,000 TRA Tax Benefit Sharing Percentage 85% Net Unrestricted TRA Tax Benefit Available to Block $159,647,000 Less: Restriction Period Discount (from Exhibit G-4) 14% ($22,350,580) Net Fair Market Value of TRA Tax Benefit Available to Block, rounded $137,000,000 EFTA01088290  Confidential DRAFT COPY - for Discussion Purposes Only VALUATION DATE: 12/3/15 Empire Valuation Consultants, LLC PDF Compiled on 1/29/2016 EXHIBIT G4 APOLLO OPERATING GROUP UNITS BLACK FAMILY PARTNERS, LP AS OF DECEMBER 3, 2015 Estimated Restricted TRA Value $159,647,000 Weighted Average Restriction Period (yrs.) 1.5 INPUT VARIABLES Unrestricted Block Value $159,647,000 Exercise Price $159,647,000 Estimated Term (years) 1.5 Volatility 30.00% Annual Rate of Quarterly Dividends 0.00% Continuously Compounded Risk Free Rate 0.76% Put Option Value $21,903,549 Discount Implied by Black Scholes Model 13.72% Selected Restriction Period Discount for TRA Value 14% EFTA01088291  Confidential DRAFT COPY - for Discussion Purposes Only VALUATION DATE: 1213(15 Empire Valuation Consultants, LLC PDF Compiled on 1/29/2016 EXHIBIT 6-5 APOLLO OPERATING GROUP - TAX RECEIVABLE AGREEMENT BLACK FAMILY PARTNERS, LP AS OF DECEMBER 3, 2015 Effective Entity Ownership of Existing TRA 41.68% Discount Rate (1) 10.0% (gmMons) Entity Pro Rata Present Value of TRA Payment for Fiscal Year (2) Share Days PV Factor Tax Benefit 2015 $66,214 28 0.99 $65,732 2016 $11,435,945 394 0.90 $10,317,884 2017 $18,019,385 759 0.82 $14,779,708 2018 $23,079,902 1,124 0.75 $17,209,457 2019 $15,824,219 1,489 0.68 $10,726,618 2020 $16,672,581 1,855 0.62 $10,271,580 2021 $19,113,952 2,220 0.56 $10,705,137 2022 $15,117,021 2,585 0.51 $7,696,890 2023 $5,194,638 2,950 0.46 $2,404,427 2024 $1,785,025 3,316 0.42 $750,922 2025 $613,385 3,681 0.38 $234,580 2026 $210,777 4,046 0.35 $73,280 2027 $72,429 4,411 0.32 $22,892 2028 $24,889 4,777 0.29 $7,149 2029 $8,552 5,142 0.26 $2,233 2030 $2,939 5.507 0.24 $698 $127,241,853 $85,269,188 Concluded Pro Rata Present Value of Existing TRA Benefit dividends $85,000,000 (1) Based on a review ot 0) 15 yr corporate bond yields (BB yield was 7.1% as of the Valuation Date); Apollo Operating Group's cost of equity; and (iii) asset specific ask factors (u) (2) Distribution of TRA Dividend received by Black Family Partners by April 15 of the subsequent year. E.g. Fiscal 2014 dividend will be received by April 15, 2015. EFTA01088292