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efta-efta01127665DOJ Data Set 9OtherHISTORY/STRUCTURE
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DOJ Data Set 9
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efta-efta01127665
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HISTORY/STRUCTURE
Judah trusts A-K formed 12/21/06, L-O formed 6/6/07
Trusts are irrevocable
Leon & John Hannan are the trustees
For the benefit of the settlor and the beneficiaries
Leon contributed his entire ltd partnership interest in the various Apollo Management LPs into GRATs
Each GRAT set up to hold a specific property
Fair mkt value of the entities at time of formation of the trusts is paid out over two years in annuity
payments ($858 mil) with minimal gift tax paid.
Assets in Trusts A-K move into 2006 Family Trust upon termination of the GRATs
Assets in Trusts L-O move into 2007 Family Trust upon termination of the GRATs
2006 Trust, through LBF, becomes the member of BFP Holdings and small direct partner in BFP
(due to GRAT K) upon termination of GRATs A-K as of December 20, 2008. The 2007 Trust
becomes a member of BFP at termination of GRATs L-O in June 2009. Terms of the 2006 and
2007 Trusts mandate all income and operating profits of Trusts gets paid out to Leon. This is
subject to review to avoid potential estate tax issues.
LBF Holdings formed 4/11/07
Judah Trusts A-I are the members
Leon is the sole manager
Black Family Partners LP formed May 17, 2007
Family Partnership — traditional asset protection vehicle, also an estate planning tool in that it
gives the donor the ability to transfer assets to descendants at a lower transfer tax cost than in a
direct transfer
Black Family Partners GP established and capitalized to act as GP of the Family LP for creditor
purposes-this is the sole manager of BFP. Leon is the sole member with 100% of interests
Parents and trusts contributed assets to LP and then LP interests were assigned
GP has mgmt rights, LPs do not
Income is shifted to the members who own the partnership interests since income and gains get
allocated among partners based on % interests
Assets owned by the family limited partnership are owned by the entity and not the various partners
BFP was set up to exist for perpetuity or until dissolution action is taken
A family partnership allows parents to give away assets but retain control through control of the GP
Family partnership keeps assets in the family since the partnership agreement limits the ability of any
partner to transfer his or her partnership interest to any outsider without the consent of other
partners
Re creditor protection-creditors of partners have substantially less rights than they would have against
assets directly owned by a debtor not inside a partnership. Absent any fraudulent conveyance to
the partnership, a creditor generally may not reach specific partnership assets
The consolidation of family assets into a single Family LP gives significant efficiencies in investment,
accounting, and management expenses
Multiple entity structures using limited partnerships, corporations, trust arrangements, foundations,
retirement plans, life insurance and the like enable both tax planning and orderly wealth transfer,
but also, importantly, facilitate the additional bertefit of asset protection
EFTA01127665
CalPers
30,000,001 A Shares
Strategic Investors
60,000.001 A Shares
APOLLO
AD1A
30,000,000 A Shares
Private Investors
29,824,540 A Shares
Credit Suisse Mgmt.
LLC. 7.500.000
A shares
3371...( C1-1 kit, Are
Apollo Global Management. LLC (Delaware)
•
Apollo Principal Holdings
I. L.P. (144A Proceeds)
AP Professional
Holdings. L..P.
240,000,000 B shares
71
Apol!o Managen•.ont HaIrl-ng I_ P.
BRH
Leon Black
92,109.120 shares
Josh Harris
58,614.960 shares
Marc Rowan
58,614,960 shares
Total
209,339,040 shares
i
AP Professional Holdings
Hannan
843,840 shares
Copses
5,286,240 shares
Africk
4,777,200 shares
Berg
4,111,920 shares
Becker
4,140.240 shares
Kleinman
4,140,240 shares -
Slone
1.298.400 shares
Zinterhofer
2.593,200 shares
Jhawar
1,067,760 shares
Zeller
2.401,920 shares
Total
30,660,960 shares
MANAGEMENT
EFTA01127666
List of Ownership Pre-Roll Up
Judah Investment Trust A
Judah Investment Trust B
Judah Investment Trust C
Judah Investment Trust D
Judah Investment Trust E
Judah Investment Trust F
Judah Investment Trust G
Judah Investment Trust H
Judah Investment Trust I
Judah Investment Trust J
Judah Investment Trust K
Judah Investment Trust L
Judah Investment Trust M
Judah Investment Trust N
Judah Investment Trust O
Leon D. Black Investment Trust A
Black Family 1997 Trust
4 Separate 1992 Trusts for Kids
4 Separate 1988 Trusts for Kids
Leon Black (individually)
- Apollo Management III, LP
- Apollo Management IV, LP
- Apollo Management V, LP
- Apollo Management VI, LP
- Apollo Investment Management
- Value Management
- SVF Management
- Asia Management
- Europe Management
- Apollo Alternative Assets. LP
- 142/492.86 points in Advisors VI
- 379.5/625.9 points In Advisors IV
-3.41%/18.91% of Co-Investors IV
- 351.86/503.59 points in Advisors V
- 350.86/492.86 points in Advisors VI
- AAA Associates
- 151.73/503.59 points in Advisors V
- 246.4/625.9 points in Advisors VI
- 5.65%/23.1% of Co-Investors V
- 7.5%/19.91% of Co-Investors IV
- Value Advisors
- AIC Co-Investors
- Value Co-Investors
- Co-Investors VI
- 17.45%/23.1% of Co-Investors V
- 8%118.91% of Co-Investors IV
- SVF Advisors
- Asia Advisors
- SOMA Advisors
All Management Companies and Advisors are now owned in Black Family Partners
through BRH. Colnvests are owned directly by Black Family Partners
EFTA01127667
1
April 2007 Apollo Management Holdings secured a $1.0 bil credit facility. Proceeds were used to pay
dividends to the partners of AMH and was secured by the assets of the Management Company.
LBF Holdings #1 account was funded with dividend
June 7, 2007 Agreement between Leon and Black Family Partners (BFP): Leon, the 1997 and 1992
trusts, and LBF transferred various interests in entities owned by the Apollo Operating Group LLC
to the Partnership in exchange for interests in the Partnership. Leon, the Trusts and LBF became
ltd partners in the Partnership
After a private placement of Apollo Global Mgmt LW shares, AP Professional Holdings LP will hold
certain interests in Apollo in the form of B shares in Apollo Global Management.
$460.9 mil proceeds of this strategic sale were deposited into LBF Holdings#2 bank account
AP Prof Holdings LP owns 240 mil B shares in Apollo Global Management: Leon owns 92.1 mil shares,
Josh and Marc own 58.6 each through BRH, and 10 other employees own 30 mil B shares through
AP Prof Holdings. Strategic investors (CALPERS and ADIA) own 60 mil A shares, private
investors own 29.8 mil A shares and Credit Suisse Mgmt LLC owns 7.5mi1 A shs.
BRH, LP will be the sole ltd partner of AP Professional
BRH Holdings GP, Ltd will be the general partner of AP Professional and BRH
Leon, Mark Rowan, Josh Harris either directly, or through members of their Group, will own all of the
equity interests in BRH and will be the sole members of BRH GP
In Leon's case, Black Family Partners owns the 44% interest in BRH (which owns an interest in
AP Prof Holdings, which owns the AGM shares)
All distribution of income into Black Family Partners is made based on the original
Black Family Partners Ownership Interests as follows:
LBF Holdings LLC
67.6 %*
* this interest owned by 2006 Trust post 12/08
Judah Trust K
1.58%*
Judah Trust L
Judah Trust M
Judah Trust N
Judah Trust O
Investment Trust A
1997 Family Trust
1992 Trusts
1988 Trusts
Leon Black
1.91%**
4.67%**
3.89%**
4.27%**
2.01%
1.85%
5.75%
0.26%
6.21%
** these interests owned by 2007 trust post 6/09
Black Family Partners Ownership Interests post termination of all GRATs
LBF/2006 Tr
67.6%
2006 Trust
1.58%
2007 Trust
14.7%
1997 Trust
3.9%
1992 Trusts
6.0%
Leon Black
6.2%
Grat payments $289,947,519 Dec '07
100,290,997 June '08
347,936,942 Dec '08
120349.197 June '09
$858,524,655 Total
EFTA01127668
Black Family Partners - Ovine ship Perceetages
OwnerShin oe_erilsoes within LBF HoWinos (transfers occurred on April 19. 29071:
Total Proceeds
411612007 VaMSS
JPM Loan Proceeds
Strategic Proceeds
Adel 2007 income
From BFP
LBF Holdings
LBF Holdings LLC
4-Walleye:anent Trust A (AM II)
0
0.000%
$
-
$
- $
- $
-
Management In
$
Judah Investment Trust B (AM M
$
838.243
0.088%
0.1235% S
536,199 3
384,540 $
7.715 $
392.254
Management IV
$
838,243
Judah Investment Trust C (AM V)
$
3.100119
0.326%
0.45613% 5
1,983.055 3
1,422.184 $
28,531 $
1.450.695
Management V
3.100,119
Judah inyesonenl Trusl 0 (AM VI)
$
49,236,845
5.178%
7.2555% S
31,495,360 $
22.587,152 $
453.139 3
23.040.291
Management VI
$
49.238.845
Judah mvestmani Trust E (AIM)
$
205.673.888
21.734%
30.4552% 3
132,203,071
S
94.810,501 $
1,902.071 3
95.712.573
AIM
3
206.673,688
Judah Invesenenl bust F (Vakse)
$
14.746.190
1.551%
2.1730% $
9.432.703 S
6,764,740 5
135.713 3
6.930653
Value Management
$
14.746,190
Judah Investment Trust GISVF)
104.220,741
10,960%
15.3578% 3
68666.938 3
47.810,734 $
959.170 3
48,769,904
SW Management
104220,741
Judah kwosbncnt Trust H (Asia)
$
15.503,790
1.630%
2.2846% $
9.917.318 $
7.112.285 3
142,685 3
7.254.970
Ana Management
15.503.790
Judah Investment Trust I (Eurcipo)
$
183.757,015
17.221%
24.1310% $
104.750.539 $
78122,698 $
1,507098 3
78,629,794
Europa Management
163.757,015
Judah Investment Trust J (AAA)
$
120,539,149
12.676%
17.7625% $
77.105,343 3
55.296,720 3
1,109,353 3
56.406.073
AAA
120.539.149
Gooch.%It
$
272,320082
28.637%
3
-
Goodwa
272.320.082
Total:
960,93(662
100.000% ioo.000n $
434090,527 $
311,311.531 3
6248477 $
317.557.008
$
434,090,527
$
311,311,531 $
6,245.477 $
317.557.008
Value Advisors
10,469,702
% of LBF wio GW
71.363%
SW Advisors
43.906.237
Ave ArIpSOIS
$
11,111.560
SOMA Advisors
13.684.635
OwnorstSporcontanes of Black family Partners (transfers Occurred on Juno 7, 29371'
List of Entity Values les of June 7 20071:
1,4j of_En.thy Values_ (as of April 18 29_01j:
Strategic Proceeds
6sW22471mamm
Total Proceeds
LBF Holdings LLC
$
851.690,121
67.5962%
311.311,531 $
6.245,477 $
317,557,008
LW Holdings
$
851.690,121
Judah Investment Trust K (AA V0
19.861.216
1.5763%
7 259 713
145,643
7,405,356
SW Adnors
44.880.073
Judah Investment Trust L 4,1
24.098.401
1.9126%
8.808,498
$
176.715 $
8.988213
Vanua AdviSOM
$
10.664,982
Judah Invesament Trust M AA V
58.791,672
4.6661%
21.489,653
431.122
21.920.775
Asia Advisors
11.358.014
Judah Investment Trust /4 4,4
S
49,073,988
3.8949%
17.937625
S
356.861 $
18,297,487
SOMA Advisors
$
14.301.550
Judah Investment Twat 0 na
,1/40-A-
$
53638,110
42730%
5
19.679.017
394.797
20,073,814
Leon D. Black Investmerd Toasts A
$
25,352.301
2 0121%
S
9.266.825
185.909 $
9.452.735
Advisors IV
$
37.484.508
Black family 1997 Trust
23274.193
1.8472%
8,507,233
170.671 3
8.677.904
Advisors V
$
84.148973
separate 1992 trusts roe Leon Black's children
$
72.431.735
5 7487%
28.475,397
531,145
27,006.542
Actium VI
$
88.935.204
4 separate 1988 trusts for Leon BMOCs children
3,215,230
0.2552%
1,175,238
$
23.577
1,198,815
AM Associates
53.838.110
Leon Black individuaty)
S
78,339,645
6.218%
28,634,869
574,468 $
29,208,338
TOTAL:
1.259.968,621
100.000%
$
460.545,600
9,239,384
469.784.984
Co-Investors in
S
7,200.000
S
469.784.984
Co-Investors IV
7.600000
% wk. LB
93.7e%
Co-Investors V
22.500000
Co-Investors VI
$
34.060.000
AIC Co4nvestces
7.800,000
Vakie Co
$
2920000
-Investors
SW Co-Invasion
SOMA Co-Investors
S
600.000
1,258968,621
EFTA01127669
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