EFTA01854062.pdf

To: jeffrey EMeevacationavmail.comj From: Eileen Alexanderson Sent Wed 7/30/2014 6:01:10 PM Subject: RE: acquisition structure Should we insert the extra LLC between APO and the foreign company? Do you have a preference Bermuda vs Cayman? From: jeffrey E. [mailto:[email protected]] Sent: Wednesday, July 30, 2014 1:57 PM To: Eileen Alexanderson Subject: Re: acquisition structure Good On Wednesday, July 30, 2014, Eileen Alexanderson wrote: Per advice from Paul Weiss: -APO 1 would form and fund a Bermuda or Cayman company (which would be disregarded if we `check the box') -The foreign company would set up a Delaware LLC as a US subsidiary of the foreign company -that US Subsidiary would then merge with Artspace Inc -Artspace Inc is the surviving entity -we would convert Artspace Inc to an LLC, thereby allowing the benefit of losses it generates to flow up to Leon If desired we can add another layer by having APO form a Delaware LLC which then forms the foreign company Rationale for foreign company rather than a foreign trust relates to avoiding need for trustee EFTA_R1_00250012 EFTA01854062  and yet still has the attribute of it being tough to enforce a US judgment and harder to get jurisdiction over a foreign corp. Does this cover our needs? Thanks, E. please note 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 ..TEE 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 EFTA_R1_00250013 EFTA01854063