EFTA01144117.pdf

From: To: Jeffrey Epstein <[email protected]> Subject: *Confidential: Re: Re: Model Scenarios - Confidential Date: Sun, 07 Apr 2013 18:55:29 +0000 Inline-Images: unnamed; unnamed(1); unnamed(2) Hi Jeffrey, The Tufts gain is just additional gain on the sale of the partnership interest, which is long-term capital gain under Section 741, except to the extent that Section 751 treats a portion of the gain as ordinary gain. We assumed that the majority of the gain will be capital gain (and may be subject to the new Section 1411 tax), and a relatively small portion of the gain will be ordinary under the Section 751 rules (we'll have a better idea of that split as valuation information becomes available over the next 2-3 weeks). For this exercise, we used a 35% blended rate as an estimate of the overall effective tax rate. We can easily change that if you think a different blended rate would be more appropriate. Thanks, Brian Brian Knudson I Partner I National Tax - Partnership and Joint Ventures Ernst & Young LLP ERNST&YOUNG 200 South Sixth Street. Suite 1400. Minneapolis. Minnesota 55402. United States of America Office: Website: www.ey.com Assistant: Lenora Weld I Phone: + Thank you for considering the environmental impact of printing emails. From: Jeffrey Epstein <jeevacation©gmail.com> To: Date: 04!071201312:30 PM Subject: Re: 'Confidential: Re: Model Scenarios - Confidential isn;t the tufts gain strictly ordinary, why only 35 % effective rate On Sun, Apr 7, 2013 at 1:18 PM, <1 wrote: Hi Jeffrey, The founders received a debt financed distribution of $16 from AMH in 2007 (44% to Leon and 28% to each of Marc and Josh). They didn't have any tax basis in their AMH interests at the time; however, the new debt was allocated to them, which resulted in a $1B of tax basis in their AMH partnership interests that allowed them to receive the distribution tax-free. This $16 is the Tufts gain - a gain that will be recognized as AMH liabilities are no longer allocated to the founders. 20% of those liabilities shifted away from the founders to APOC in 2007 at the time of the 2007 sale, and the founders recognized 20% of their Tufts gain ($200M in total) in 2007. That left 80% of each founders Tufts gain ($800M in total) remaining. Absent a guarantee, the Tufts gain will get triggered ratably as the founders exchange APP interests for AGM units. Let me know if you want to discuss in more detail. Thanks, EFTA01144117 Brian Brian Knudson I Partner I National Tax - Partnership and Joint Ventures Ernst & Young LLP III E_RNST&YOUNG 200 So an CM!, Sttan Ian() 1.A;nnnnnn...- 1A;nnr.cnin CAM)" I nand 70S of America Office: Website: www.ey.com Assistant: Lenora Weld I Phone: Thank you for considering the environmental impact of printing mails. From: Jeffrey Fostein <ieevaca com> To: Dale: 04/07i2013 11:32AM Subject: Re: Model Scenarios - Confidential how is the tuft gain ccalettlated On Sat, Apr 6, 2013 at 11:54 PM, < wrote: Hi Jeffrey, At Patrick Fenn's request, we're attaching .pdf versions of the full models that we have run for Patrick using discount rates of 2%, 5% and 7.5%. Each version is in a separate .pdf file. Please note that in each case, the presentation (the first 9 pages of each file) refer to a 7.5% discount rate; however, the actual discount rate used in each scenario is in the name of each file, as well as the input sheet on page 10 of each file and the detailed model pages that follow in pages 11 through 24. As a policy, our firm does not provide "live" versions of Excel models to clients without specific waivers being executed. We do this because we cannot guarantee that changes made to the inputs of the model or formulas within the model will produce the correct result without a detailed review. Thus, we generally provide the outputs of our models in pdf format. Alternatively, if you would like to review the model in more detail, and be able to see the formulas and cell references within the model, we can provide you with a "locked" or password-protected version of each model. These versions would allow you to open the model in Excel and see cell contents, formulas, and references; however, the contents of each cell could not be altered. We hope that the attached will provide you with the detail that you need for your analysis. In the event that you desire locked versions of the models (or additional scenarios), please let me know and I can get them to you as soon as possible. Best regards, Brian Brian Knudson I Partner I National Tax - Partnership and Joint Ventures II I II Rd E_RNST&YOUNG Ernst & Young LLP 200 South Sixth Street. Suite 1400. Minneapolis. Minnesota 55402. United States of America Office: Website: www.ey.com Assistant: Lenora Wdd I Phone: EFTA01144118  Thank you for considering the environmental impact of printiig amens. Any U.S. tax advice contained in the body of this e-mail was not intended or written to be used, and cannot be used, by the recipient for the purpose of avoiding penalties that may be imposed under the Internal Revenue Code or applicable state or local tax law provisions. The information contained in this message may be privileged and confidential and protected from disclosure. If the reader of this message is not the intended recipient, or an employee or agent responsible for delivering this message to the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictly prohibited. If you have received this communication in error, please notify us immediately by replying to the message and deleting it from your computer. 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Our principal postal address is 5 Times Square, New York, NY 10036. Thank you. Ernst & Young LLP 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 Jeffrey Epstein 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], and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved Any U.S. tax advice contained in the body of this e-mail was not intended or written to be used, and cannot be used, by the recipient for the purpose of avoiding penalties that may be imposed under the Internal Revenue Code or applicable state or local tax law provisions. The information contained in this message may be privileged and confidential and protected from disclosure. If the reader of this message is not the intended recipient, or an employee or agent responsible for delivering this message to the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictly prohibited. If you have received this communication in error, please notify us immediately by replying to the message and deleting it from your computer. Notice required by law: This e-mail may constitute an advertisement or solicitation under U.S. law, if its primary purpose is to advertise or promote a commercial product or service. You may choose not to receive advertising and promotional messages from Emst & Young LLP (except for Ernst & Young Online and the ey.com website, which track e-mail preferences through a separate process) at this e-mail address by forwarding this message to no-more-mail©ey.com. If you do so, the sender of this message will be notified promptly. Our principal postal address is 5 Times Square, New York, NY 10036. Thank you. Ernst & Young LLP EFTA01144120