EFTA01406138.pdf

Subject: RE: 2018 Periodic Review of acct Cerberus Executive, LLC with GCIS#547540 under the CEREBERUS CAPITAL RELATIONSHIP / query [I] From: Vijay-A Sawant <MIE > Date: Tue, 21 Aug 2018 04:09:10 -0400 To: Bradley Gillin < Terri Sohrab Hi Brad, Any update on the below request? Regards, {cid:1 =C7BBF707DF9B04F18f9e8a93df9386909@db.com} Vijay Sawant KYC Case Representative Deutsche CIB Centre Private Limited Deutsche Bank Group Wealth Management B1, DB Centre Mumbai, Nirlon Knowledge Park, Western Express Highway Goregaon East, Mumbai - 400063 , India Tel. Mobile From: Bradley Gillin Sent: Saturday, August 11, 2018 6:11 PM To: Terri Sohrab Cc: Vijay-A Sawant Subject: Re: 2018 Periodic Review of acct Cerberus Executive, LLC with GCIS#547540 under the CEREBERUS CAPITAL RELATIONSHIP / query [I] Vijay, In the office all next week. I will work on clearing most of your EFTA01406138 outstanding list before the new hires starts. Enjoy the weekend. Regards, Brad Bradley Gillin Deutsche Bank Wealth Management 345 Park Avenue, 24th Fl. New York, NY 10154 On Aug 11, 2018, at 8:39 AM, Terri Sohrab < › wrote: Thank you for all your emails. We will work on it next wk. we are getting help on August 20th. We are finally filling Cynthia's position. Thank you again for all your help. We are truly grateful to have you on our team. TS On Aug 11, 2018, at 6:42 AM, Vijay-A Sawant a wrote: Hello Brad, EFTA01406139 Apologies for the delay in reviewing this account, but I have finally made it!!!! Upon complete review, I have completed the attached checklist. The LLC tab reflects all info on the account holder — Cerberus Executive LLC and the Guarantors Checklist reflects info on all of the 68 guarantors involved in this account. There are 4 Partnership entities, 56 LLC's & 8 Limited companies. These include the 6 entities which were not KYC'd in the previous KYC case(01690832). I am going to try & summarize all the pending items for this account below — For the 6 entities that were not KYC'd previously, we require the following items for the following entities in bold: CBF Manager LP CBF GP Holdings LLC CBF Offshore GP Holdings LLC Cerberus Redwood Levered Opportunities GP A LLC Cerberus Redwood Levered Opportunities GP B LLC Cerberus ND Credit Manager LLC COI or COGS dated within past 6 months Constitutional doc of the entity Beneficial Ownership From GBSA perspective, we also require responses to 1) Purpose of the entity, 2) Copy of Private Placement Memorandum, 3) If the entity has a website, the link, 4) The ownership hierarchy & Organizational chart & 5) Whether you believe the entity maybe an AIF From the Volcker perspective, we require response to "Account Type". If answer is None of the Above, then advise, Is the vehicle an operating company which does not own or propose to acquire securities having a value of 40% or more of the value of its total assets on an unconsolidated EFTA01406140 basis? Respond in Yes or No In addition to the above, we would require SoS or COGS for the following entities as their COI/COGS (dtd within 6 months) are not available — 1. Cerberus Executive, LP 2. Partridge Hill Overseas Management, LLC 3. Cerberus Real Estate GP, LLC 4. Cerberus Institutional Associates AEN, Ltd 5. Cerberus Institutional Associates CAL II, Ltd 6. Cerberus Institutional Associates GSI, Ltd 7. Cerberus Institutional Associates, Ltd 8. Cerberus Institutional Associates II, Ltd 9. Cerberus Institutional Associates III, Ltd 10. Cerberus Associates II, Ltd 11. Cerberus Institutional Associates SC II, Ltd For the account holder, we do require Fincen CDD form completed and updated drivers license for Stephen A Feinberg, if there are any material changes to this account since last KYC. Finally from the GBSA perspective, we require responses to the following questions for ALL accounts — Purpose of the entity Copy of Private Placement Memorandum If the entity has a website, the link EFTA01406141 6 Whether you believe the entity maybe an AIF I have already launched KYC Case#01963845 for this account & looking forward to your feedback on the above. Request you to prioritize getting the GBSA responses sooner so we can forward to Jacksonville for completion for all 69 entities involved. Feel free to contact me if you have any questions, thanks. Kind Regards, <image001.gif> Vijay Sawant KYC Case Representative Deutsche CIB Centre Private Limited Deutsche Bank Group Wealth Management Bl, DB Centre Mumbai, Nirlon Knowledge Park, Western Express Highway Goregaon East, Mumbai - 400063 , India Tel. Mobile + From: Bradley Gillin Sent: Thursday, July 19, 2018 9:24 PM To: Vijay-A Sawant Cc: Daphne Cales Subject: RE: 2018 Periodic Review of acct Cerberus Executive, LLC with GCIS#547540 under the CEREBERUS CAPITAL RELATIONSHIP / query [I] Importance: High Classification: For internal use only Vijay, EFTA01406142 Attached is the Cerberus Executive zip file. Most of the attachments can also be found in KYC approved case #01690832. The COGS can be pulled from the Delaware and Cayman websites. Do you need these for each? FYI — There maybe 6 guarantors that were never KYC'd. See below and attached (project redzone). Do you see these entities on the KYC? From Lender, Jennifer Topping: Please find attached the Cerberus credit agreement. Guarantors can be found on Schedule 3.07(c) (page 98) and the Collateral and Guarantee Agreement begins on page 111. Also attached is a Supplement to the Guarantee Agreement dated 12/22/2017 whereby 6 new guarantors were added to the facility. Thank you. Regards, Brad From: Vijay-A Sawant Sent: Thursday, July 19, 2018 9:53 AM To: Bradley Gillin Cc: Daphne Cales Subject: RE: 2018 Periodic Review of acct Cerberus Executive, LLC with GCIS#547540 under the CEREBERUS CAPITAL RELATIONSHIP / query [I] Importance: High EFTA01406143 Hello Brad, As discussed yesterday, just listing the required items for this case just for each of the 62 loan guarantors — Formation docs (COI, COF or SoS) Constitutional docs (they are all LLC's, so am guessing Operating Agreements) GBSA forms (will be taken care with the help of remediation team from Jacksonville) Request you to procure all docs from the lender that you can. Let me know if any queries, thanks. Kind Regards, <image001.gif> Vijay Sawant KYC Case Representative Deutsche CIB Centre Private Limited - Deutsche Bank Group Wealth Management Bl, DB Centre Mumbai, Nirlon Knowledge Park, Western Express Highway Goregaon East, Mumbai - 400063 , India Tel. Mobile From: Vanessa Thompson Sent: Monday, July 16, 2018 9:18 PM To: Vijay-A Sawant < Cc: Bradle Gillin < ; Mor an Trichel ; Vinita Advani EFTA01406144 Subject: RE: 2018 Periodic Review of acct Cerberus Executive, LLC with GCIS#547540 under the CEREBERUS CAPITAL RELATIONSHIP / query [I] Classification: For internal use only Hi Vijay, Yes, all guarantors need to be added to the KYC as related parties. They should each have their own GCIS number generated if they do not each have one yet. All information and documentation that is required for account holders will be required for guarantors (including the GBSA form). The only exceptions are that we do not require the FinCen/CDD form for guarantors, and you also do not need to provide a document evidencing signing authority since a guarantor does not have signing authority on the loan. Please ensure you attach evidence of legal existence, ownership, and entity powers/structure; these would typically be satisfied by each guarantor's company document (operating agreement or articles of incorporation, etc.) PLUS the secretary of state printout. I am happy to clarify if any of the above didn't make sense. Please don't hesitate to let me know if you need anything else. Kind regards, Vanessa Thompson, Esq. Assistant Vice President AML Business Risk Deutsche Bank Wealth Management 5022 Gate Parkway, Suite 400 EFTA01406145 Jacksonville, FL 32256 USA From: Vijay-A Sawant Sent: Monday, July 16, 2018 4:30 AM To: Vanessa Thompson ; Mor an Trichel Cc: Bradley Gillin < Subject: RE: 2018 Periodic Review of acct Cerberus Executive, LLC with GCIS#547540 under the CEREBERUS CAPITAL RELATIONSHIP / query [I] Importance: High Hi Vanessa, Thanks for the GBSA & Fincen confirmation. Could you advise on any further updates on Guarantors? Also advise whether all the 62 guarantors needs to be added to the KYC case as RP's? Thanks in advance. Kind Regards, <image001.gif> Vijay Sawant KYC Case Representative EFTA01406146 Deutsche CIB Centre Private Limited - Deutsche Bank Group Wealth Management B1, DB Centre Mumbai, Nirlon Knowledge Park, Western Express Highway Goregaon East, Mumbai - 400063 , India Tel. Mobile From: Vanessa Thompson Sent: Wednesday, July 11, 2018 10:54 PM To: Mor an Trichel a -A Sawant <_ ; Vinita Advani Cc: Bradley Gillin Subject: RE: 2018 Periodic Review of acct Cerberus Executive, LLC with GCIS#547540 under the CEREBERUS CAPITAL RELATIONSHIP / query [I] Classification: For internal use only Hi all, I have an inquiry out to Compliance for clarification on what exactly is required for Guarantors. For now, I can confirm that GBSA is required for guarantors, and FinCen is not. I will follow up asap. Kind regards, Vanessa Thompson, Esq. Assistant Vice President AML Business Risk EFTA01406147 Deutsche Bank Wealth Management 5022 Gate Parkway, Suite 400 Jacksonville, FL 32256 USA From: Morgan Trichel Sent: Wednesday, July 11, 2018 9:18 AM To: Vijay-A Sawant < ; Vinita Advani Cc: Vanessa Thompson ; Bradley Gillin Subject: RE: 2018 Periodic Review of acct Cerberus Executive, LLC with GCIS#547540 under the CEREBERUS CAPITAL RELATIONSHIP / query [I] Dear Vijay, When my colleague Vanessa comes into the office shortly I will ask her an update as she had been having that conversation and might have the answers to this at this time to this inquiry. Kind Regards, <image002.jpq> Morgan Trichel AML Business Risk Analyst Deutsche Bank Trust Company, National Association Deutsche Bank Wealth Management 5022 Gate Parkwa #400 Jacksonville, FL 32256 USA Tel. Email: EFTA01406148 From: Vijay-A Sawant Sent: Wednesday, July 11, 2018 9:16 AM To: Morgan Trichel ; Vinita Advani Cc: Vanessa Thompson ; Bradley Gillin Subject: RE: 2018 Periodic Review of acct Cerberus Executive, LLC with GCIS#547540 under the CEREBERUS CAPITAL RELATIONSHIP / query [I] Importance: High Good Morning Morgan, Any update on the below query? Kind Regards, <image001.gif> Vijay Sawant KYC Case Representative Deutsche CIB Centre Private Limited Deutsche Bank Group Wealth Management B1, DB Centre Mumbai, Nirlon Knowledge Park, Western Express Highway Goregaon East, Mumbai - 400063 , India Tel. Mobile + From: Morgan Trichel Sent: Tuesday, July 10, 2018 9:17 PM To: Vinita Advani Cc: Vanessa Thompson ; Vijay-A Sawant a Subject: FW: 2018 Periodic Review of acct Cerberus Executive, LLC with EFTA01406149 GCIS#547540 under the CEREBERUS CAPITAL RELATIONSHIP / query [I] Dear Vinita, We are obtaining clarification on the New Guarantor requirements at this time as it is new guidance. Please note Vanessa (cc'd here) or myself will reach out very shortly. We hope to have clarification by End of day (EST Time). Kind Regards, <image002.jpg> Morgan Trichel AML Business Risk Analyst Deutsche Bank Trust Company, National Association Deutsche Bank Wealth Management 5022 Gate Parkwa #400 Jacksonville, FL 32256 USA Tel. Email: From: Vinita Advani Sent: Tuesday, July 10, 2018 11:38 AM To: Morgan Trichel Cc: Vijay-A Sawant Subject: FW: 2018 Periodic Review of acct Cerberus Executive, LLC with GCIS#547540 under the CEREBERUS CAPITAL RELATIONSHIP / query [I] EFTA01406150 Classification: For internal use only Hi Morgan, Can you please help me with this query. Vijay is doing a PR for Cerberus Executive, LLC with GCIS#547540. There are 62 Guarantors (all entities). Under the new guidance, does he need to add all of them as RPs also would he need a Fincen / GBSA for all? Please advise. Thanks. Kind regards, Vinita Advani KYC Case Representative Manager Deutsche CIB Centre Private Limited - Wealth Management Tel. , Mobile From: Vijay-A Sawant Sent: Tuesday, July 10, 2018 9:01 PM To: Vinita Advani <M > Subject: FW: 2018 Periodic Review of acct Cerberus Executive, LLC with GCIS#547540 under the CEREBERUS CAPITAL RELATIONSHIP [I] Hi Vinita, EFTA01406151 For the below account (GCIS#547540), I have launched new KYC case#01963845 & RP's are listed in below email. From the previously approved case #01713689, I noticed that there are 62 Loan Guarantors added as RP's. Please note that in this LLC entity (relevant docs attached for reference), there are many non-managing members who all have equal ownership in the entity thus it is less than 10% (for this high risk entity). Please advise if the Loan Guarantor's should be added to the new case too? Regards, <image001.gif> Vijay Sawant KYC Case Representative Deutsche CIB Centre Private Limited Deutsche Bank Group Wealth Management B1, DB Centre Mumbai, Nirlon Knowledge Park, Western Express Highway Goregaon East, Mumbai - 400063 , India Tel. Mobile From: Bradley Gillin Sent: Monday, July 09, 2018 8:47 PM To: Vijay-A Sawant e > EFTA01406152 Cc: Daphne Cales ‹ > Subject: RE: 2018 Periodic Review of acct Cerberus Executive, LLC with GCIS#547540 under the CEREBERUS CAPITAL RELATIONSHIP [I] Classification: For internal use only Please launch — no material changes. Will reach out for CDD form. Thanks. Regards, Brad <image001.gif> Bradley Gillin Vice President Deutsche Bank Wealth Management 345 Park Avenue, 24th Fl New York, NY 10154 Tel. Fax Email Securities offered through Deutsche Bank Securities Inc. From: Vijay-A Sawant Sent: Tuesday, July 03, 2018 11:27 AM To: Bradley Gillin Cc: Daphne Cales Subject: 2018 Periodic Review of acct Cerberus Executive, LLC with GCIS#547540 under the CEREBERUS CAPITAL RELATIONSHIP Importance: High Hello Brad, EFTA01406153 This review relates to above high risk account due for remediation 7/31/2018. Upon reviewing docs extracted from the repositories and attachments, I have completed attached checklist for this account. Main RP's identified are as follows — Acct Holder - Cerberus Executive, LLC (a.k.a. formerly Cerberus Employees, LLC) Managing Member — Stephen A. Feinberg Senior Managing Director and Authorized Signatory — Mark A. Neporent Senior Managing Director and Authorized Signatory — Jeffrey L. Lomasky Senior Managing Director and Authorized Signatory — Seth P. Plattus SOW Company - Cerberus Capital Management LP All researches will be done on the above RP's so kindly advise if RP's are correctly identified in this case? I am not including the 62 non managing members as they are meant to have equal holdings in this entity and hence it will be bound to be less than 10%. Kindly confirm if there are any material changes to this account, so case will be launched and worked on accordingly. ID docs are missing for the Senior Managing Directors, but their addresses can be obtained from previous approved KYCPrints — 01713689 & 01690832. However an updated ID doc for Mr Feinberg will be required in case there are material changes to this account. We also require Fincen form to be completed for this account, attached blank form for convenience. I will proceed to launch this case upon your confirmation of the above, thanks. EFTA01406154 Kind Regards, <image001.gif> Vijay Sawant KYC Case Representative Deutsche CIB Centre Private Limited Deutsche Bank Group Wealth Management Bl, DB Centre Mumbai, Nirlon Knowledge Park, Western Express Highway Goregaon East, Mumbai - 400063 , India Tel. Mobile + <Cereberus Checklist.xlsx> <Fincen CDD Form_Certification Regarding_Beneficial Owners of Legal Entity_Customers FIN- AL.pdf> EFTA01406155