From: "Fenn, Patrick"

From: "Fenn, Patrick" To: [email protected] [email protected]> Subject: TRA Date: Fri, 17 May 2013 22:56:04 +0000 I just got off with EY. Turns out the cap gain/ordinary income split in the model was only a placeholder and not based on any specific valuation of AMH's ordinary assets afterall. That valuation is still in process. More generally, I'm not sure the capital gain/ordinary split matters as it relates to an Early Termination Payment on Leon's unexchanged units. That payment could fall into section 1234A of the Code, which provides that a payment to terminate a right or obligation with respect to property that would be a capital asset in the hands of the taxpayer will be treated as gain or loss from the sale of a capital asset. That would result in all the gain to Leon being capital gain (and a capital loss to APO Corp). Have to look more closely at this issue of whether the right relates to ordinary assets to the extent of the ordinary assets of AMH, but on the surface that argument seems weak. A capital loss for APO Corp is not a good outcome unless there is a way to exploit that. Will consider further. The cap gain/ordinary income split is still relevant for Termination Payments made with respect to exisiting TRA payments. The PV number I gave you earlier (741m) is accurate. EY indicated that the value of AMH used in these calcs will likely change (upward) and thus the TRA payments will be larger. One of the other possible results of the Termination Payment is the elimination of the imputed interest component to Leon (other than the Termination Payments that relate to exisiting TRA payments). EY are reformatting the spreadsheet to exclude information unrelated to Leon. I'll forward when it arrives. From: Jeffrey Epstein [[email protected]] Sent: Friday, May 17, 2013 05:00 PM To: Fenn, Patrick Subject: Re: could you send me the spreadsheet, the split has been 1/3 ord 2/3 capital, not sure how it changes so much On Fri, May 17, 2013 at 3:09 PM, Fenn, Patrick < . wrote: I haven't spent much time with the calcs but looks like approx 740m PV (873m nominal). Not sure how much of that is imputed interest. Ordinary/capital gain split is approx 75/25 based on latest DP valuation. I can confirm later this evening. From: Jeffrey Epstein [malitialeevacSgmail.com] Sent: Friday, May 17, 2013 02:07 PM To: Fenn, Patrick Subject: Re: EFTA00694129 rough number ? total, ? even ballpark, it will be I assume 1/3 ord 2/3 Itcg. but irrelevant for the moment, On Fri, May 17, 2013 at 2:02 PM, Fenn, Patrick < > wrote: I received a draft excel this afternoon from EY. Plan to review with them later this afternoon. From: Jeffrey Epstein [mailtmjeeyacationegmail.com Sent: Friday, May 17, 2013 1:56 PM To: Fenn, Patrick Subject: ? vincent? ************************************ *********************** 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 Jeffrey Epstein 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 I IRS Circular 230 Notice Requirement: This communication is not given in the form of a covered opinion, within the meaning of Circular 230 issued by the United States Secretary of the Treasury. Thus, we are required to inform you that you cannot rely upon any tax advice contained in this communication for the purpose of avoiding United States federal tax penalties. In addition, any tax advice contained in this communication may not be used to promote, market or recommend a transaction to another party. The information contained in this e-mail message is intended only for the personal and confidential use of the recipient(s) named above. If you have received this communication in -Iror, please notify us immediately by e-mail, and delete the original message. The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for EFTA00694130 the use of the addressee. It is the property of Jeffrey Epstein 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 IRS Circular 230 Notice Requirement: This communication is not given in the form of a covered opinion, within the meaning of Circular 230 issued by the United States Secretary of the Treasury. Thus, we are required to inform you that you cannot rely upon any tax advice contained in this communication for the purpose of avoiding United States federal tax penalties. In addition, any tax advice contained in this communication may not be used to promote, market or recommend a transaction to another party. The information contained in this e-mail message is intended only for the personal and confidential use of the recipient(s) named above. If you have received this communication in error, please notify us immediately by e-mail, and delete the original message. 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 Jeffrey Epstein 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 IRS Circular 230 Notice Requirement: This communication is not given in the form of a covered opinion, within the meaning of Circular 230 issued by the United States Secretary of the Treasury. Thus, we are required to inform you that you cannot rely upon any tax advice contained in this communication for the purpose of avoiding United States federal tax penalties. In addition, any tax advice contained in this communication may not be used to promote, market or recommend a transaction to another party. The information contained in this e-mail message is intended only for the personal and confidential use of the recipient(s) named above. If you have received this communication in error, please notify us immediately by e-mail, and delete the original message. EFTA00694131