EFTA01110701.pdf

BLACK FAMILY TRUST STRUCTURE (June 2012) Trust Trustees Dispositive Provisions Assets Expected Cash Flow Black 2006 Leon Black Beneficiaries are (a) Debra & (b) Leon's issue. • 70.869% interest in BFP through Income level depends on Family Trust John Hannan LBF & 1.806% direct interest in he level of dividends paid Richard Trustees have broad discretion to distribute trust income BFP ($1.07 billion). mi Apollo stock and Ressler & principal to one or more of the beneficiaries. iistributions from • Art ($58 million at cost). :olnvest vehicles of Leon receives trust accounting income (operating profits • $16.5 million at US Trust. kpollo Funds III-V1. from Apollo entities). Dividend at $1/share • Apollo Investment Corp interest generates $92millyr. After death of the survivor of Leon and Debra, trust fund ($6.7 million). paid to Leon's children then living, in separate lifetime Apollo Credit Opp. ($152 million). Apollo Credit Opportunity trusts for each of them. After age 35, each child can • .7und and Apollo withdraw up to 3% of the trust principal per year. Plus, • Note receivable from 2009 GRAT nvestment investments trust agreement states that Leon requests that the trustees ($13.5 million). generate $20mi1/year. pay 10% of the trust fund of each separate trust to the beneficiary at age 35. • Note payable to BFP (-$33 million). TOTAL VALUE: $1.283 billion Black Family Debra Black Beneficiaries are (a) Debra & (b) Leon's issue. • 4.468% interest in BFP ($63.2 $6 million (total) from 1997 Trust John Hannan million). private equity Barry Cohen Trustees have broad discretion to distribute trust income investments. Cash flow Richard & principal to one or more of the beneficiaries. • Art ($202 million at cost). from BFP interest Ressler • Marketable securities ($23.6 million). reinvested in private After death of the survivor of Leon and Debra, trust fund equity investments. paid to Leon's children then living, in separate lifetime • Private equity investment trusts for each of them. After age 35, each child can partnerships ($8.4 million). withdraw up to 3% of the trust principal per year. Plus, • 101 Warren Street apt ($3 million). trust agreement states that Leon requests that the trustees pay 10% of the trust fund of each separate trust to the • Cash/stocks at JP Morgan ($2.5). beneficiary at age 35. • Note payable to LDB ($-23 million) TOTAL VALUE: Black Family Debra Black Same as Black 1997 Family Trust 1997 GST John Hannan The assets in the Black 1997 GST Exempt Family Trust $3.0 million cash at US Trust Exempt Trust Barry Cohen are exempt from GST tax Richard Ressler TOTAL VALUE: $3.0 million DM US 3553255S-1.090826.0011 EFTA01110701 Black 2011 Debra Black If Beneficiary under age 25, distributions of trust income • Each Trust holds 25% interest in No significant regular Family Trust (4 John Hannan at trustees' discretion. If Beneficiary over age 25, LDB 2011 LLC, which in turn holds cash flow currently. Of separate trusts, Barry Cohen trustees must distribute trust income to Beneficiary in the following assets: the $17.5 mil cash I for each child) US Trust quarter-annual installments. Trustees have broad currently in the LLC, (Del.) discretion to distribute trust principal to Beneficiary. • 6.874% interest in BFP ($97.2 $11 mil will be called million). down in the next 6 After death of Leon & Debra, if Beneficiary is 35 or • Art ($47 million at cost). months and another older, Beneficiary can appoint trust assets at his or her $2mi1 over the next 2 yrs. death to any of Leon's issue. In addition, at age 35 • Cash at IPM ($17.5 million). Cash flow received as Beneficiary can remove and replace trustees. • Stocks at 3PM ($5 million). owner of 6.6% of BFP has been re-invested in Each trust terminates at death of the Beneficiary. Upon • Investment partnerships ($15.1 BFP. Looking forward termination, assets payable to Beneficiary's issue per million). after 2017, we should stirpes, in separate lifetime trust for each of them. start to see a steady stream of income over TOTAL VALUE: $181 million the following 10 years of as much as $5milityr.. Judah 2009-A Leon Black Four-year GRAT terminates August 2013 • 8.868% interest in BFP ($125.4 Two more annuity Investment John Hannan Remainder beneficiary is Black Family 1997 Trust million) payments. For last 2 Trust payments, GRAT • Note payable to 2006 Family Trust borrowed money from ($-13 million) 2006 trust. Cash flow received as owner of 8.6% of BFP has been re- invested in BFP. TOTAL VALUE: $112 million Benjamin Black Leon Black Beneficiary is Benjamin. • $7.8 million notes receivable from 2010 Tnist US Trust Trustees distribute trust income and principal to Ben's 2011 Trust. (Del.) Benjamin at the discretion of Trust Advisor (Debra). Trust terminates at Benjamin's death. Unless Ben exercises his broad limited testamentary power of appointment, remaining trust fund paid to Ben's issue per stirpes, in separate lifetime trust for each of them. TOTAL VALUE: $7.8 million DM US 3553255S-1.090826.0011 EFTA01110702 Joshua Max Leon Black Beneficiary is Joshua. • $10.7 million notes receivable from Black 2011 US Trust Trustees distribute trust income and principal to Joshua at Josh's 2011 Trust. Trust (Del.) the discretion of Trust Advisor (Debra). Trust terminates at Joshua's death. Unless Josh exercises his broad limited testamentary power of appointment, remaining trust fund paid to Josh's issue per stirpes, in separate lifetime trust for each of them. TOTAL VALUE: $10.7 million Leon D. Black • $50 million insurance on Leon's life 1999 Insurance Trust # 1 Leon D. Black • $150 million insurance on joint lives 1999 Insurance of Leon & Debra Trust #2 Leon's Will and Debra Black • Artwork to marital trust for Debra (or to trusts for • Assets of Leon and Debra not in trust Revocable Trust children if Debra does not survive). Remaining John Hannan Agreement tangibles to Debra outright (or to children if Debra • $1.77 billion (1997) Barry Cohen does not survive). Residential property to Debra. Richard • $25 million to Debra outright. Ressler (Executors & • $5 million to trust for sister Judy. Trustees) • Remainder to marital trust for Debra (or to separate equal trusts for children if Debra does not survive). • Marital Trust for Debra: mandatory income distributions; distributions of principal at discretion of independent trustees (but not more than 20% of initial principal of the trust). At Debra's death, trust terminates and assets paid to trusts for children. • Trusts for Children: Discretionary lifetime trust f/b/o child of Leon. Independent trustees have discretion to distribute any portion of trust fund to beneficiary. After age 35, each child can withdraw up to 3% of the principal per year and has broad testamentary limited power of appt. Plus, Leon requests that the trustees pay 10% of the trust fund to the beneficiary at age 35. Trust terminates at beneficiary's death. TOTAL VALUE: $1.77 million DM US 3553255S-1.090826.0011 EFTA01110703 DM US 3553255S-1.090826.0011 EFTA01110704