EFTA02709332

From: Eileen Alexanderson < Sent: Wednesday, September 3, 2014 5:33 PM To: Melanie Spinella; Jeffrey E. Subject: timber Attachments: DRAFT Secondary Sell Side Engagement Letter - Black Family Partners.doc Eaton Partners, placement agent, worked with Molpus =oodlands recently to raise the Molpus Fund IV. They seem best positioned t= connect us with investors if we would like to proceed to try to sell the =olpus Woodlands Fund II interest owned in Black Family Partners. There are a couple of groups who invested =n Fund IV and indicated a potential interest in filling in with other Molp=s fund vintages. Eaton currently characterizes the secondary market as a b=t overcapitalized driven by several players in this space who raised funds in the past 12-18 months and are wo=king to get invested. I believe this to be true, having heard the sa=e via one of the investment committees I sit on where we have investments =n a secondary fund. While I have heard managers in this space brag about the 15-30% discount to par they pay for =he interests they buy, Eaton said the strong demand for interests has driv=n the discounts to as low as single digit levels in the recent past. They =ndicated we could potentially see a discount as low as something in the 0.5% range applied to the 6/30=value of our interest (S19mil) based on the fundamental backdrop currently= ie. improving housing starts, and better lumber pricing. Eaton's fe=, if successful, is 100bp. I have attached the engagement letter they require, which I believe is acceptable. </=:p> 1 EFTA_R1_02115469 EFTA02709332