EFTA01127665.pdf

HISTORY/STRUCTURE Judah trusts A-K formed 12/21/06, L-O formed 6/6/07 Trusts are irrevocable Leon & John Hannan are the trustees For the benefit of the settlor and the beneficiaries Leon contributed his entire ltd partnership interest in the various Apollo Management LPs into GRATs Each GRAT set up to hold a specific property Fair mkt value of the entities at time of formation of the trusts is paid out over two years in annuity payments ($858 mil) with minimal gift tax paid. Assets in Trusts A-K move into 2006 Family Trust upon termination of the GRATs Assets in Trusts L-O move into 2007 Family Trust upon termination of the GRATs 2006 Trust, through LBF, becomes the member of BFP Holdings and small direct partner in BFP (due to GRAT K) upon termination of GRATs A-K as of December 20, 2008. The 2007 Trust becomes a member of BFP at termination of GRATs L-O in June 2009. Terms of the 2006 and 2007 Trusts mandate all income and operating profits of Trusts gets paid out to Leon. This is subject to review to avoid potential estate tax issues. LBF Holdings formed 4/11/07 Judah Trusts A-I are the members Leon is the sole manager Black Family Partners LP formed May 17, 2007 Family Partnership — traditional asset protection vehicle, also an estate planning tool in that it gives the donor the ability to transfer assets to descendants at a lower transfer tax cost than in a direct transfer Black Family Partners GP established and capitalized to act as GP of the Family LP for creditor purposes-this is the sole manager of BFP. Leon is the sole member with 100% of interests Parents and trusts contributed assets to LP and then LP interests were assigned GP has mgmt rights, LPs do not Income is shifted to the members who own the partnership interests since income and gains get allocated among partners based on % interests Assets owned by the family limited partnership are owned by the entity and not the various partners BFP was set up to exist for perpetuity or until dissolution action is taken A family partnership allows parents to give away assets but retain control through control of the GP Family partnership keeps assets in the family since the partnership agreement limits the ability of any partner to transfer his or her partnership interest to any outsider without the consent of other partners Re creditor protection-creditors of partners have substantially less rights than they would have against assets directly owned by a debtor not inside a partnership. Absent any fraudulent conveyance to the partnership, a creditor generally may not reach specific partnership assets The consolidation of family assets into a single Family LP gives significant efficiencies in investment, accounting, and management expenses Multiple entity structures using limited partnerships, corporations, trust arrangements, foundations, retirement plans, life insurance and the like enable both tax planning and orderly wealth transfer, but also, importantly, facilitate the additional bertefit of asset protection EFTA01127665  BRH Leon Black 92,109.120 shares Josh Harris 58,614.960 shares Marc Rowan 58,614,960 shares CalPers 30,000,001 A Shares Total 209,339,040 shares AD1A i 30,000,000 A Shares AP Professional Holdings Hannan 843,840 shares Strategic Investors Private Investors Credit Suisse Mgmt. AP Professional Copses 5,286,240 shares 60,000.001 A Shares 29,824,540 A Shares LLC. 7.500.000 Holdings. L..P. Africk 4,777,200 shares A shares 240,000,000 B shares Berg 4,111,920 shares 71 Becker 4,140.240 shares Kleinman 4,140,240 shares - Slone 1.298.400 shares Zinterhofer 2.593,200 shares Jhawar 1,067,760 shares Zeller 2.401,920 shares 3371...( C1-1 kit, Are Total 30,660,960 shares Apollo Global Management. LLC (Delaware) • Apollo Principal Holdings Apol!o Managen•.ont HaIrl-ng I_ P. I. L.P. (144A Proceeds) APOLLO MANAGEMENT EFTA01127666 List of Ownership Pre-Roll Up Judah Investment Trust A - Apollo Management III, LP Judah Investment Trust B - Apollo Management IV, LP Judah Investment Trust C - Apollo Management V, LP Judah Investment Trust D - Apollo Management VI, LP Judah Investment Trust E - Apollo Investment Management Judah Investment Trust F - Value Management Judah Investment Trust G - SVF Management Judah Investment Trust H - Asia Management Judah Investment Trust I - Europe Management Judah Investment Trust J - Apollo Alternative Assets. LP Judah Investment Trust K - 142/492.86 points in Advisors VI Judah Investment Trust L - 379.5/625.9 points In Advisors IV -3.41%/18.91% of Co-Investors IV Judah Investment Trust M - 351.86/503.59 points in Advisors V Judah Investment Trust N - 350.86/492.86 points in Advisors VI Judah Investment Trust O - AAA Associates Leon D. Black Investment Trust A - 151.73/503.59 points in Advisors V Black Family 1997 Trust - 246.4/625.9 points in Advisors VI - 5.65%/23.1% of Co-Investors V - 7.5%/19.91% of Co-Investors IV 4 Separate 1992 Trusts for Kids - Value Advisors - AIC Co-Investors - Value Co-Investors - Co-Investors VI - 17.45%/23.1% of Co-Investors V 4 Separate 1988 Trusts for Kids - 8%118.91% of Co-Investors IV Leon Black (individually) - SVF Advisors - Asia Advisors - SOMA Advisors All Management Companies and Advisors are now owned in Black Family Partners through BRH. Colnvests are owned directly by Black Family Partners EFTA01127667  April 2007 Apollo Management Holdings secured a $1.0 bil credit facility. Proceeds were used to pay 1 dividends to the partners of AMH and was secured by the assets of the Management Company. LBF Holdings #1 account was funded with dividend June 7, 2007 Agreement between Leon and Black Family Partners (BFP): Leon, the 1997 and 1992 trusts, and LBF transferred various interests in entities owned by the Apollo Operating Group LLC to the Partnership in exchange for interests in the Partnership. Leon, the Trusts and LBF became ltd partners in the Partnership After a private placement of Apollo Global Mgmt LW shares, AP Professional Holdings LP will hold certain interests in Apollo in the form of B shares in Apollo Global Management. $460.9 mil proceeds of this strategic sale were deposited into LBF Holdings#2 bank account AP Prof Holdings LP owns 240 mil B shares in Apollo Global Management: Leon owns 92.1 mil shares, Josh and Marc own 58.6 each through BRH, and 10 other employees own 30 mil B shares through AP Prof Holdings. Strategic investors (CALPERS and ADIA) own 60 mil A shares, private investors own 29.8 mil A shares and Credit Suisse Mgmt LLC owns 7.5mi1 A shs. BRH, LP will be the sole ltd partner of AP Professional BRH Holdings GP, Ltd will be the general partner of AP Professional and BRH Leon, Mark Rowan, Josh Harris either directly, or through members of their Group, will own all of the equity interests in BRH and will be the sole members of BRH GP In Leon's case, Black Family Partners owns the 44% interest in BRH (which owns an interest in AP Prof Holdings, which owns the AGM shares) All distribution of income into Black Family Partners is made based on the original Black Family Partners Ownership Interests as follows: LBF Holdings LLC 67.6 %* * this interest owned by 2006 Trust post 12/08 Judah Trust K 1.58%* Judah Trust L 1.91%** ** these interests owned by 2007 trust post 6/09 Judah Trust M 4.67%** Judah Trust N 3.89%** Judah Trust O 4.27%** Investment Trust A 2.01% 1997 Family Trust 1.85% 1992 Trusts 5.75% 1988 Trusts 0.26% Leon Black 6.21% Black Family Partners Ownership Interests post termination of all GRATs LBF/2006 Tr 67.6% 2006 Trust 1.58% 2007 Trust 14.7% 1997 Trust 3.9% 1992 Trusts 6.0% Leon Black 6.2% Grat payments $289,947,519 Dec '07 100,290,997 June '08 347,936,942 Dec '08 120349.197 June '09 $858,524,655 Total EFTA01127668 Black Family Partners - Ovine ship Perceetages OwnerShin oe_erilsoes within LBF HoWinos (transfers occurred on April 19. 29071: 1,4j of_En.thy Values_ (as of April 18 29_01j: Total Proceeds 411612007 VaMSS JPM Loan Proceeds Strategic Proceeds Adel 2007 income From BFP LBF Holdings LBF Holdings LLC 4-Walleye:anent Trust A (AM II) 0 0.000% $ - $ - $ - $ - Management In $ Judah Investment Trust B (AM M $ 838.243 0.088% 0.1235% S 536,199 3 384,540 $ 7.715 $ 392.254 Management IV $ 838,243 Judah Investment Trust C (AM V) $ 3.100119 0.326% 0.45613% 5 1,983.055 3 1,422.184 $ 28,531 $ 1.450.695 Management V 3.100,119 Judah inyesonenl Trusl 0 (AM VI) $ 49,236,845 5.178% 7.2555% S 31,495,360 $ 22.587,152 $ 453.139 3 23.040.291 Management VI $ 49.238.845 Judah mvestmani Trust E (AIM) $ 205.673.888 21.734% 30.4552% 3 132,203,071 S 94.810,501 $ 1,902.071 3 95.712.573 AIM 3 206.673,688 Judah Invesenenl bust F (Vakse) $ 14.746.190 1.551% 2.1730% $ 9.432.703 S 6,764,740 5 135.713 3 6.930653 Value Management $ 14.746,190 Judah Investment Trust GISVF) 104.220,741 10,960% 15.3578% 3 68666.938 3 47.810,734 $ 959.170 3 48,769,904 SW Management 104220,741 Judah kwosbncnt Trust H (Asia) $ 15.503,790 1.630% 2.2846% $ 9.917.318 $ 7.112.285 3 142,685 3 7.254.970 Ana Management 15.503.790 Judah Investment Trust I (Eurcipo) $ 183.757,015 17.221% 24.1310% $ 104.750.539 $ 78122,698 $ 1,507098 3 78,629,794 Europa Management 163.757,015 Judah Investment Trust J (AAA) $ 120,539,149 12.676% 17.7625% $ 77.105,343 3 55.296,720 3 1,109,353 3 56.406.073 AAA 120.539.149 Gooch.%It $ 272,320082 28.637% 3 - Goodwa 272.320.082 Total: 960,93(662 100.000% ioo.000n $ 434090,527 $ 311,311.531 3 6248477 $ 317.557.008 $ 434,090,527 $ 311,311,531 $ 6,245.477 $ 317.557.008 Value Advisors 10,469,702 % of LBF wio GW 71.363% SW Advisors 43.906.237 Ave ArIpSOIS $ 11,111.560 SOMA Advisors 13.684.635 OwnorstSporcontanes of Black family Partners (transfers Occurred on Juno 7, 29371' List of Entity Values les of June 7 20071: Strategic Proceeds 6sW22471mamm Total Proceeds LBF Holdings LLC $ 851.690,121 67.5962% 311.311,531 $ 6.245,477 $ 317,557,008 LW Holdings $ 851.690,121 Judah Investment Trust K (AA V0 19.861.216 1.5763% 7 259 713 145,643 7,405,356 SW Adnors 44.880.073 Judah Investment Trust L 4,1 24.098.401 1.9126% 8.808,498 $ 176.715 $ 8.988213 Vanua AdviSOM $ 10.664,982 Judah Invesament Trust M AA V 58.791,672 4.6661% 21.489,653 431.122 21.920.775 Asia Advisors 11.358.014 Judah Investment Trust /4 4,4 S 49,073,988 3.8949% 17.937625 S 356.861 $ 18,297,487 SOMA Advisors $ 14.301.550 Judah Investment Twat 0 na ,1 4/0-A- $ 53638,110 42730% 5 19.679.017 394.797 20,073,814 Leon D. Black Investmerd Toasts A $ 25,352.301 2 0121% S 9.266.825 185.909 $ 9.452.735 Advisors IV $ 37.484.508 Black family 1997 Trust 23274.193 1.8472% 8,507,233 170.671 3 8.677.904 Advisors V $ 84.148973 separate 1992 trusts roe Leon Black's children $ 72.431.735 5 7487% 28.475,397 531,145 27,006.542 Actium VI $ 88.935.204 4 separate 1988 trusts for Leon BMOCs children 3,215,230 0.2552% 1,175,238 $ 23.577 1,198,815 AM Associates 53.838.110 Leon Black individuaty) S 78,339,645 6.218% 28,634,869 574,468 $ 29,208,338 TOTAL: 1.259.968,621 100.000% $ 460.545,600 9,239,384 469.784.984 Co-Investors in S 7,200.000 S 469.784.984 Co-Investors IV 7.600000 % wk. LB 93.7e% Co-Investors V 22.500000 Co-Investors VI $ 34.060.000 AIC Co4nvestces 7.800,000 Vakie Co-Investors $ 2920000 SW Co-Invasion SOMA Co-Investors S 600.000 1,258968,621 EFTA01127669