EFTA00607389.pdf

LEON BLACK Summary of Estimated Tax Gam on 100% Sale Overall Gain Character of Gains AMH I APH Entities I Total Ordinary; I LT Capital I Total I %Ordinary Gain - Cash Proceeds' 1,252,099,670 335.644.484 1,587,744.154 400.397.926 1,187,346.228 1,587,744.154 25.22% Gain - Debt Relie 351.999,781 351.999.781 97.667.329 254.332.453 351,999,781 27.75% Total Gain 1.604.099.452 335.644.484 1.939.743.935 498.065255 1,441,678.681 1.939.743.935 25.68% 83% 17% Generates TRA No TRA Benefits Benefits ' Net Sales Proceeds ol $ 1,719,161.658 less allocated tax basis ol $ 131.417.504 Sales proceeds represents 92.727.166 units sold at the AGM closing price of $18.54 as of 11/5115. Basis represents Leon's share of APP's basis in the AOG entities that would be distributed by APP to BRH and Leon in connection with a Class B Exchange. In a 100% sale. Leon would be liquidated out of BRH. Therefore. the gain calculation would need to further lake into account any basis difference between Leon's basis in BRH. and Leon's share of APP's basis in AOG. This calculation does nol reflect any such difference. 2 Debt relief of $800.000.000 x 44% x 100.00% ol original interest sold. This amount represents the "Tults Gain" related to the 2007 leveraged distribution transaction. My incremental "Tufts Gain" due to cash distributions being in excess of allocated taxable income from operations is included in amount labeled 'Gain - Cash Proceeds' Character Summary AMH APH Entities Total Ordinary Gain3 445.080.129 52.985.126 498,065,255 25.68% LT Capital Gain 1.159.019.323 282.659.358 1,441,678.681 74.32% Total Gain 1.604.099.452 335.644.484 1,939,743.935 100.00% 3 Estimated using ordinary income values from 2014 exchanges Black 100% Sale EFTA00607389 LEON BLACK Gain/loss on Transfer Total MAN API' 1 APH 2 APH 3 APH 4 APH 5 APH 6 APH 7 APH 8 APH 9 Proceeds 1,719361,658 1,248,438,112 221950,245 52,248,199 112,977,473 32,944,795 6,964,038 23,890,352 15,05%922 645,039 4,252,483 [Ilk Selling Costs - - - - - Net Proceeds 1,71%161,658 1,248,438,112 221950,245 52,248,199 112,977,473 32,944,795 6,964,038 23,890,352 15,05%922 645,039 4,252,483 Basis in transferred assets' (22%582,278) (355,661.340) 65,787,327 2,699,358 (6,453,304) 18,686,341 3,600,638 9,126957 28,752,358 1.924,144 10,956,044 Mk Gain/loss 1939943,935 1,604,099,452 155,962,918 49,548,841 11%430,778 14,258,454 3,363,400 14,764,194 (13,701,436) (1,279,104) (6,703,561) 751 Gain 498,065,255 445,080,129 - 19,893,395 33,091,730 Capital Gain 1,441,678,681 1,159,019.323 15%962,918 29,655,446 11%430,778 (18,833,276) 3,363,400 14,764,194 (13,701,436) (1379,104) 16,703,561) Mk 'In regards to APH 3, the amount appears to indicate a distribution in excess of basis, but simply arises out of a mid-year determination. It is not anticipated that AP Professional's basis in APH III will be negative at year end. Black 100% Sale Basis EFTA00607390