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efta-efta01088290DOJ Data Set 9OtherConfidential
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DOJ Data Set 9
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efta-efta01088290
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Confidential
Empire Valuation Consultants, LLC
DRAFT COPY - for Discussion Purposes Only
VALUATION DATE: 12/3/15
PDF Compiled on 1/29/2016
EXHIBIT G-3
APOLLO OPERATING GROUP - TAX RECEIVABLE AGREEMENT
BLACK FAMILY PARTNERS, LP
AS OF DECEMBER 3, 2015
Number of Shares
92,727,166
Price per Share
$15.81
Value of Block
$1,465,552,859
Value Attributable to APO Corp.
69.99%
$1,025,740,448
Annual Amortization (15 yr.)
$68,382,696
Effective Tax Rate (Per Management)
40.35%
Discount Rate
12.00%
Year
TRA Amortization
TRA Tax Shield
Days
PV Factor
Present Value of TRA
Tax Benefit
1
$68,382,696
$27,592,418
366
0.89
$24,628,439
2
$68,382,696
$27,592,418
731
0.80
$21,989,678
3
$68,382,696
$27,592,418
1,096
0.71
$19,633,641
4
$68,382,696
$27,592,418
1,461
0.64
$17,530,037
5
$68,382,696
$27,592,418
1,827
0.57
$15,646,960
6
$68,382,696
$27,592,418
2,192
0.51
$13,970,500
7
$68,382,696
$27,592,418
2,557
0.45
$12,473,660
8
$68,382,696
$27,592,418
2,922
0.40
$11,137,197
9
$68,382,696
$27,592,418
3,288
0.36
$9,940,839
10
$68,382,696
$27,592,418
3,653
0.32
$8,875,749
11
$68,382,696
$27,592,418
4,018
0.29
$7,924,776
12
$68,382,696
$27,592,418
4,383
0.26
$7,075,693
13
$68,382,696
$27,592,418
4,749
0.23
$6,315,621
14
$68,382,696
$27,592,418
5,114
0.20
$5,638,948
15
$68,382,696
$27,592,418
5,479
0.18
$5,034,775
$187,816,511
Aggregate Present Value of TRA Tax Benefit, rounded
$187,820,000
TRA Tax Benefit Sharing Percentage
85%
Net Unrestricted TRA Tax Benefit Available to Block
$159,647,000
Less: Restriction Period Discount (from Exhibit G-4)
14%
($22,350,580)
Net Fair Market Value of TRA Tax Benefit Available to Block, rounded
$137,000,000
EFTA01088290
Confidential
Empire Valuation Consultants, LLC
DRAFT COPY - for Discussion Purposes Only
VALUATION DATE: 12/3/15
PDF Compiled on 1/29/2016
EXHIBIT G4
APOLLO OPERATING GROUP UNITS
BLACK FAMILY PARTNERS, LP
AS OF DECEMBER 3, 2015
Estimated Restricted TRA Value
$159,647,000
Weighted Average Restriction Period (yrs.)
1.5
INPUT VARIABLES
Unrestricted Block Value
$159,647,000
Exercise Price
$159,647,000
Estimated Term (years)
1.5
Volatility
30.00%
Annual Rate of Quarterly Dividends
0.00%
Continuously Compounded Risk Free Rate
0.76%
Put Option Value
$21,903,549
Discount Implied by Black Scholes Model
13.72%
Selected Restriction Period Discount for TRA Value
14%
EFTA01088291
Confidential
Empire Valuation Consultants, LLC
DRAFT COPY - for Discussion Purposes Only
VALUATION DATE: 1213(15
PDF Compiled on 1/29/2016
EXHIBIT 6-5
APOLLO OPERATING GROUP - TAX RECEIVABLE AGREEMENT
BLACK FAMILY PARTNERS, LP
AS OF DECEMBER 3, 2015
Effective Entity Ownership of Existing TRA
Discount Rate (1)
(gm Mons)
41.68%
10.0%
Payment for Fiscal Year (2)
Entity Pro Rata
Share
Days
PV Factor
Present Value of TRA
Tax Benefit
2015
$66,214
28
0.99
$65,732
2016
$11,435,945
394
0.90
$10,317,884
2017
$18,019,385
759
0.82
$14,779,708
2018
$23,079,902
1,124
0.75
$17,209,457
2019
$15,824,219
1,489
0.68
$10,726,618
2020
$16,672,581
1,855
0.62
$10,271,580
2021
$19,113,952
2,220
0.56
$10,705,137
2022
$15,117,021
2,585
0.51
$7,696,890
2023
$5,194,638
2,950
0.46
$2,404,427
2024
$1,785,025
3,316
0.42
$750,922
2025
$613,385
3,681
0.38
$234,580
2026
$210,777
4,046
0.35
$73,280
2027
$72,429
4,411
0.32
$22,892
2028
$24,889
4,777
0.29
$7,149
2029
$8,552
5,142
0.26
$2,233
2030
$2,939
5.507
0.24
$698
$127,241,853
$85,269,188
Concluded Pro Rata Present Value of Existing TRA Benefit dividends
$85,000,000
(1) Based on a review ot 0) 15 yr corporate bond yields (BB yield was 7.1% as of the Valuation Date); (u) Apollo Operating Group's cost of equity; and (iii) asset specific ask factors
(2) Distribution of TRA Dividend received by Black Family Partners by April 15 of the subsequent year. E.g. Fiscal 2014 dividend will be received by April 15, 2015.
EFTA01088292
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