Case File
efta-efta01146210DOJ Data Set 9Other12/21/06
Date
Unknown
Source
DOJ Data Set 9
Reference
efta-efta01146210
Pages
5
Persons
0
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Text extracted via OCR from the original document. May contain errors from the scanning process.
12/21/06
The 2006 Judah GRATs A-K were formed. Leon contributed his
ownership of an Apollo management entity into each GRAT per
assignment and assumption agreements dated that same day. (see attached
list)
12/21/06
The Black 2006 Family Trust was also created. At their termination,
GRATS A-K assets were to pour over into this trust.
4/11/07
LBF Holdings was formed with GRATs Judah Trusts A-J as its members
but not funded.
4/19/07
GRATs A-J transferred their assets into LBF Holdings in exchange for
interests in LBF Holdings.
4/20/07
Deposit of $431,696,805 from debt financed dividend into LBF Holdings
#1 Acct 4548.
frpczA-- *In
6/6/07
2007 Judah GRAT
were formed with Apollo Colnvests and Advisor
assets contribut
in per the assignment documents that day (see attached
list) The Black 2007 Family Trust was also formed on June 6, 2007 to
receive assets at the termination of these GRATs.
5/17/07
Black Family Partners was formed May 17, 2007. LBF Holdings, Leon, the
1992 Trusts, and Judah Trust GRATs K-O assigned their assets to Black
Family Partners.
7/13/07
The strategic sale proceeds of $460,545,600 were deposited into the LBF
#2 money mkt acct 1195832 and then transferred on 7/17/07 to the
Investment acct 4902 at US Trust.
Total annuity payments due to Leon in December 2007 and December 2008 were
$637,884,541 for GRATs A-K and $220,640,193 for GRATs L-O in June 2008 and 2009
for a grand total of $858,524,734.
During 2007 $94.9mi1 investments were made.
EFTA01146210
HISTORY.
Or102007 Valinitan
List of Ennis! Values (as of Aor1119. 2007):
LBF Holdings LLC
LBF Holdings
Judah Investment Trust A (AM III)
0
Management Ill
$
Judah Investment Trust B (AM IV)
838,243
Management IV
$
838,243
Judah Investment Trust C (AM V)
3,100.119
Management V
S
3.100,119
Judah Investment Trust D (AM VI)
49.236.845
Management VI
49.236,845
Judah Investment Trust E (AIM)
S
208,873,688
AIM
200673,888
Judah Investment Trust F (Value)
14,748,190
Value Management
14,748,190
Judah Investment Trust G (SVF)
$
104,220.741
SVF Management
5
104,220,741
Judah Investment Trust II (Asia)
16.503,790
Asia Management
15,503,790
Judah Investment Trust I (Europe)
$
163.767.015
Europe Management
163,757.015
Judah Investment Trust J (AAA)
$
120.539,149
AAA
120,539,149
Goodwill
S
271320.082
Goodwill
272,320.682
Total $
960,936,862
950,935.862
Ownership percentages of Black family Partners Itransfers occurred on Juno 7, 2007):
List of Entity Values las of June 7. 20071:
LBF Holdings LLC
S
851.690,121
67.60%
LBF Holdings
$
851,690,121
Judah Investment Trust K (AA VI)
S
19081,216
1.58%
SW Advisors
44,880,073
Judah Investment Trust L
$
24098,404
1.91%
Value Advisors
S
10.664,982
Judah Investment Trust M
$
58.791,672
4.67%
Asia Advisors
11,358,014
Judah Investment Trust N
$
49.073,988
3.89%
SOMA Advisors
14,301,558
Judah Investment Trust 0
S
53,838,110
427%
Leon D. Black Investment Trusts A
$
25,352,301
2.01%
Advisors IV
37,484,588
Black family 1997 Trust
$
23,274,198
1.85%
Advisors V
84,143,973
4 separate 1992 trusts for Leon Black's children
$
72,431,735
6.75%
Advisors VI
68,935,204
4 separate 1988 tools for Leon Black's children
$
3,215230
0.28%
AM Associates
53,838,110
Leon Black (individually)
$
78,339,645
6.22%
TOTAL: S
1,259,966.821
100.00%
Co-Investors III
7,200,000
Co-Investors IV
7,600,000
Co-Investors V
22,500.000
Co-Investors VI
34,050.000
AC Co-Investors
7,800,000
Value Co-Investors
2,920,000
SW Co-Investors
S
SUMMARY:
SOMA Co-investors
600000
GIFTS by LDS
S
1,259,966,821
Original values
3008 Trust now own, p31/12 value
GRAT A-J
GRAT K
950035.862
19,861,216
70.8% int in BFP
1.8%int in BFP
847.110.588
F
4
3144./
21 583 324
fro,..9
P—
970.797,078
S868,693,912 -iindiscounted
Judah '09 Trust
GRATs L-0
185.802,174
owns 8.9% BFP
105,999226 this GRAT laminates in Aug 2013 - I have
$
1,168,699,262
$974,693,138 borrowed from the '06 Trust to make annuity payments
so in kind transfer looks kkely at termination with
ownership ultimately split between the '97 8'06 Trusts
Annuity payments reed by LOB
from the Judah GRATs
Dec '07 A-K
289,947.420
Dec '08 MC
347,936,903
June '08 1-0
100,290.998
June '091-0'
120.329.195
$
868,604,616
'These GRATs lacked insufficient kquidity to make final payment In cash
Payment made Inldnd to LBF h lieu of loan repay and to
LOB for annuity payment. LDB then gifted to Judah 2009 Trust
which became a new member of Bladt Family Partners07.75%
This also increased % ownership of LBF in Black Fern!), PUs
Income roc'd Dv I-DB post GRATs
Div 8 TRA
Cotnv Income
EFTA01146211
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-J 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 LE' 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 benefit of asset protection
EFTA01146212
Caspers
30,000.001 A Shares
Strategic Investors
60.000001 A Shares
APOLLO
1
ADIA
...
30,000,000 A Shares
Private Investors
29,824,540 A Shares
Credit Suisse Mgmt.
LW. 7.500.000
A shares
Apollo Principal Hoktings
I, L.P. (144A Proceeds)
AP Professional
Holdings. L..P.
240000,000 B shares
7/ 7.
Apollo Management Holding, L.P.
BRH
Leon Mad(
92,100120 shares
Josh Harris
58,614.960 shares
Marc Rovran
58,614,960 shares
Total
209,339,040 shares
177
AP Professional Holdings
Hannan
843.840 shares
Copses
5,286.240 shares
A
4.777.200 shares
Berg
4,111,920 shares
Be
4.140.240 shares
Kleinman
er
4,140.240 shares
Stone
1.298.400 shares
Zinterhofer
2,593,200 shares
Zeller
2,401,920 shares
1,067.760 shares
Jhawar
Total
30,660,960 shares
MANAGEMENT
EFTA01146213
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%/18.91% of Co-Investors IV
- SVF Advisors
- Asia Advisors
- SOMA Advisors
All Management Companies and Advisors are now owned in Black Family Partners
through BRI-1. Colnvests are owned directly by Black Family Partners
EFTA01146214
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