EFTA02716200

From: Richard Joslin < Sent: Monday, December 22, 2014 9:53 PM To: Jeffrey E. Subject: FW: Phadion re-organisation [MACS-LIVE_LIB.FID2S59344) Attachments: 29074893_1 Umbrella agreement.DOCX Per the below — =A is to take care of the confirmations (first bullet) From: Eileen Alexanderson Sent: Monday, September 22, 2014 8:36 AM To: Richard Joslin Subject: FW: Phadion re-organisation [MACS-LIVE_LIB.FID255934414o:p> Good morning Rich. I w=ll take care of the necessary confirmations. I would appreciate your touch=ng base with Peter re the accounts requested. Thanks. From: Salmon, Hannah (HKAS) [mailto Sent: Monday, September 22, 2014 7:24 AM To: Eileen Alexanderson; Larsen, Sonia; Lakhdhir, David K Subject: RE: Phadion re-organisation [MACS-LIVE_LIB.FID25593441=/0:p> =/span> Eileen We need the following in order to be ab=e to finalise the documents list and draft the full suite of documentation=to implement the reorganisation: &nbs=; Confirmation as to:<=span> o whether the LLP Agreement dated=3 October 2012 was ever signed; o whether Phaidon LLC (formerly J=WT Manager LLC) entered into a deed of adherence to the LLP Agreement; o whether Phaidon Global LLC and =haidon LLC have taken any action as members of the LIP; and EFTA_R1_02151912 EFTA02716200 o what contracts (if any) the LIP= Topco and Midco are party to. • &nbs=; Accounts / a balance sheet for =ach of Topco, Midco and the LLP (which should confirm a number of the assu=ptions listed in the email of 25 April). • &nbs=; Confirmation of the considerati=n for which Phaidon Global LLC will sell the shares that it holds in JMWT =imited to Phaidon LLC. The balance sheets are crucially import=nt, as much of the reorganisation hinges on the share capital and distribu=able reserves positions of Topco and Midco. We spoke to Peter Goodwin about this back in June, but accounts / balance =heets were not available at that time. Timing for the re-org will therefore de=end on when we receive the above. We have drafted an umbrella agreement (c=py attached) and initial documents list, as well as the steps paper which you have seen, and should be able to produce and =inalise the required ancillary documentation quickly once everything is in=place. Kind regards Hannah Hannah Salmon Solicitor Macfarlanes LLP DD M E /P> <=p> 2 EFTA_R1_02151913 EFTA02716201 <mailto www.macfarlanes.com <http://www.macfarlanes.com> 20 Cursitor Street London EC4A 1LT <http://www.macfarlanes.com/signature/Mac=arlanes_logo.gif> From: Eileen Alexanderson [mailto Sent: 19 September 2014 22:41 To: Salmon, Hannah (HKAS); Larsen, Sonia; Lakhdhir, David K Subject: FW: Phadion re-organisation [MACS-LIVE_LIB.FID2559344]4o:p> Had not realized this =all was in my court. Please lees proceed asap. My original directio= was to complete for June 30th. Please tell me what is realisti= turnaround. Thanks, Eileen From: Salmon, Hannah (HKAS) [mailto Sent: Friday, April 25, 2014 8:48 AM To: Eileen Alexanderson; <mailto > ; Cc: Powell, Luke (LXP); Greenbank, Ashley (DAG); McCabe, Claire (CZM= Subject: Phadion re-organisation [MACS-LIVE_LIB.FID2559344] All <mailto >; 3 EFTA_R1_02151914 EFTA02716202 I attach a documents list for the Phaidon re-organisa=ion. The steps can be summarised as follows: 1. = Transfer of Phaidon Press Inc to JMWT Manager LLC (this is on hold).<=span> 2. = The members of JMWT Acquisition LLP ("LIP") will app=ove the distribution of the LLP's assets to the members. An application to=strike off the LIP will then be made. Companies House will review the application and place a notice in the Gazette. If no objec=ion is filed, approximately 3 months after the date of publication of the =otice the LLP will be dissolved. 3. = JMWT Topco Limited ("Topco") will complete a capital=reduction to create sufficient distributable reserves to enable the shares=of JMWT Midco Limited ("Midco") to be transferred to the shareholders as a lawful dividend in specie. £1 of share capital =ill remain. An application to strike off Topco will then be made. Companie= House will review the application and place a notice in the Gazette. If n= objection is filed, approximately 3 months after the date of publication of the notice Topco will be dissolv=d. 4. = Midco will complete a capital reduction to create sufficient distribu=able reserves to enable the shares of JMWT Limited ("JMWT"=) to be transferred to the shareholders as a lawful dividend in specie. El of share capital will remain. An application to strike off=Midco will then be made. Companies House will review the application and p=ace a notice in the Gazette. If no objection is filed, approximately 3 mon=hs after the date of publication of the notice Midco will be dissolved. 5. = Phaidon Global LLC will transfer its shares of JMWT to JMWT Manager L=C. There will be no liquidator appointed and it is there=ore essential that the directors/LLP members are able to identify all the =ssets and liabilities of the LLP, Topco and Midco. There will be no need to wait for an entity to be dis=olved before the next step can be taken. It should therefore be possible t= complete the steps fairly quickly. We hold the register of members for the LIP and this =as not been updated to reflect Phaidon Global LLC and JMWT Manager LLC bec=ming members of the LLP and PLB LLC and JMWT LLC ceasing to be members, as we were not aware of the transfer of partner=hip interests. We have also checked the public registers and note that the=public registers do not reflect the change in the membership of the LLP. A= an initial step, it will therefore be necessary to pass ratification resolutions of the LLP members to confir= the membership of the LLP and update the registers accordingly. If Phaido= 4 EFTA_R1_02151915 EFTA02716203 Global LLC and JMWT Manager LLC can be included as members from now (rath=r than ratifying historic membership), this will be a much easier (and preferable) process. Have Phaidon Global L=C and JMWT Manager LLC taken any action as members of the LLP to date? We have based the steps on the following assumptions:=/span> * &n=sp; the LLP, Topco and Midco have no liabilities (they have given no guar=ntees, entered into no contracts, there are no loan arrangements in place =intra-group or otherwise) and they have no creditors); * &n=sp; the share capital of Topco exceeds the value of the Midco shares by a= least £1 (this will enable us to reduce the capital of Topco, leaving =A31 of capital to create sufficient distributable profits to enable the shares of Midco to be transferred to the LLCs as a d=vidend in specie); ` &n=sp; the share capital of Midco exceeds the value of the JMWT shares by at=least £1; * &n=sp; the LIP, Topco and Midco have no assets other than the shares of Topc=, Midco and JMWT (respectively); * &n=sp; accounts/balance sheets of Topco and Midco will be provided to show t=e assets and liabilities of Topco and Midco before each company reduces it= share capital, and also an updated balance sheet will be provided following completion of the capital reduction. It i= possible to just have accounts/balance sheets for the position following =he capital reduction, but as the directors will have personal liability fo= the solvency statements they make in connection with the capital reduction, it is preferable for them to hav= accounts/balance sheets to refer to at the time the solvency statements a=e made; • &n=sp; accounts/a balance sheet will be provided for the LLP to show the ass=ts and liabilities of the LLP at the time of the distribution of assets to=the members; • &n=sp; the LIP Agreement dated 3 October 2012 was signed;<=p> • &n=sp; JMWT Manager LLC entered into a deed of adherence to the LLP Agreemen= (we have seen the deed of adherence signed by Phaidon Global LLC); and * &n=sp; the members confirmed the termination of membership of PLB, LLC and J=WT LLC as members of the LLP (in addition to transferring interests in the=partnership to the incoming members which is included in the "reorganization agreement").</=> If any of the above assumptions is incorrect, please =et us know as this will impact on the steps and the documents needed. Eileen, please confirm if you are happy for us to com=ence drafting the documents; if you would like to have a call with us (and=Sonia and Gregor) to discuss any of the above points before we begin drafting, please let us know your availability. 5 EFTA_R1_02 151916 EFTA02716204 Kind regards Hannah Hannah Salmon Solicitor Macfarlanes LLP DD T M E <mailto > W www.macfarlanes.com <http://www.macfarlanes.com> 20 Cursitor Street London EC4A 1LT 6 EFTA_R1_02 151917 EFTA02716205 Macfarlanes LLP 20 Cursitor Street London EC4A 1LT Tel: Fax: Email: mailto Visit our website at http=//www.macfarlanes.com <http://www.macfarlanes.com> Macfarlanes LLP is a limited liability partnership registered in England wi=h number OC334406. It is authorised and regulated by the Solicitors Regula=ion Authority. Its registered office and principal place of business are a= 20 Cursitor Street, London EC4A 1LT. The word 'partner' is used to refer to a member of Macfar=anes LLP. A list of members, all of whom are solicitors of England and Wal=s, is open for inspection at the above address. This email (and any attach=ent), unless clearly personal and unrelated to our business, is sent by the sender on behalf of Macfarlanes LLP. If th= content of this email is personal and unconnected with our business, we a=cept no liability or responsibility for it. This email (and any attachment) is confidential, may be legally privileged =nd is intended solely for the use of the individual or entity to whom it i= addressed. If you are not the intended recipient please do not disclose, =opy or take any action in reliance on it. If you received this message in error please tell us by reply (or t=lephone the sender) and delete all copies on your system. Whilst we have t=ken reasonable precautions to ensure that any attachment to this e- mail ha= been swept for viruses, we cannot accept liability for any damage sustained as a result of software viruses =nd would advise that you carry out your own virus checks before opening an= attachment. Please note that communications sent by or to any person thro=gh our computer systems may be viewed by other Macfarlanes personnel and agents. Macfarlanes LLP 20 Cursitor Street London EC4A 1LT Tel: Fax: Email: <mailto Visit our website at http://www.macf=rlanes.com <http://www.macfarlanes.com> Macfarlanes LLP is a limited liability partnership registered in England wi=h number OC334406. It is authorised and regulated by the Solicitors Regula=ion Authority. Its registered office and principal place of business are a= 20 Cursitor 7 EFTA_R1_02151918 EFTA02716206 Street, London EC4A 1LT. The word 'partner' is used to refer to a member of Macfar=anes LLP. A list of members, all of whom are solicitors of England and Wal=s, is open for inspection at the above address. This email (and any attach=ent), unless clearly personal and unrelated to our business, is sent by the sender on behalf of Macfarlanes LIP. If th= content of this email is personal and unconnected with our business, we a=cept no liability or responsibility for it. This email (and any attachment) is confidential, may be legally privileged =nd is intended solely for the use of the individual or entity to whom it i= addressed. If you are not the intended recipient please do not disclose, =opy or take any action in reliance on it. If you received this message in error please tell us by reply (or t=lephone the sender) and delete all copies on your system. Whilst we have t=ken reasonable precautions to ensure that any attachment to this e- mail ha= been swept for viruses, we cannot accept liability for any damage sustained as a result of software viruses =nd would advise that you carry out your own virus checks before opening an= attachment. Please note that communications sent by or to any person thro=gh our computer systems may be viewed by other Macfarlanes personnel and agents. <-o.p> 8 EFTA_R1_02151919 EFTA02716207