EFTA00939116.pdf

From: "Jeffrey E." <jeevacation@gmail.com> To: Richard Kahn Subject: Re: Next Entities Date: Mon, 04 Dec 2017 14:57:53 +0000 call in number? you and I should be on it On Fri, Dec I, 2017 at 12:58 PM, Richard Kahn > wrote: Richard Kahn Begin forwarded message: From: Rachel Masory Subject: RE: Next Entities Date: December 1, 2017 at 12:56:44 PM EST To: Richard Kahn < Cc: Neale Attenborou , Chris Lawler >, Tyler Shean < , "Stephen Oetgen" Thanks Rich — I will send you a meeting notice. I think for this call, it will just be you and me — we are hoping to cover any concerns you have about legal and structural issues and make sure the term sheet works from that perspective first. Then if there are any other questions (regarding valuation, etc.), you can cover those with Neale. Regarding the promissory note being paid a week later, my understanding is that NEXT needs some time to move the money to the U.S. from overseas and that this structure may be advisable from a tax perspective as well. Look forward to speaking with you. Best regards, Rachel From: Richard Kahn Imailto: Sent: Friday, December 1, 2017 9:43 AM To: Rachel Masory Cc: Neale Attenborough Chris Lawler < ; Tyler Shean Stephen Oetgen < Subject: Re: Next Entities 9:30am pacific works for monday should we have neale on the phone too? EFTA00939116 to move things forward, can you tell me why the promissiory note for 6 million paid a week later..? thank you Richard Kahn HBRK Associates Inc. On Dec 1, 2017, at 11:58 AM, Rachel Masory < > wrote: Hi Richard, Unfortunately I'm booked solid today but I am available on Monday 9:30-12 Pacific and 1-2:30 Pacific. That is 12:30- 3 Eastern and 4-5:30 Eastern. Do you have availability then? Best regards, Rachel From: Richard Kahn [mailto Sent: Friday, December 1, 2017 3:22 AM To: Rachel Masory Cc: Neale Attenborough ; Chris Lawler < ; Tyler Shean ; Stephen Oetgen Subject: Re: Next Entities thank you can we set up a call today to discuss attached please advise Richard Kahn HBRK Associates Inc. On Nov 30, 2017, at 5:47 PM, Rachel Masory < > wrote: Richard, Attached please find our proposed term sheet. EFTA00939117 Please do not hesitate to contact me or any of the GGC team with any questions or concerns. Best regards, Rachel Rachel Masory anmAn GAM Carlini From: Richard Kahn Imailtol Sent: Tuesday, November 28, 2017 12:33 PM To: Neale Attenborough .ct > Cc: Chris Lawler .< ).; Tyler Shean < >; Rachel Masory Subject: Re: Next Entities any update on term sheet please advise thank you Richard Kahn HBRK Associates Inc. On Nov 20, 2017, at 9:45 AM, Neale Attenborough < wrote: Yes we will revert with a term sheet next week. Have a wonderful Thanksgiving. Neale On Nov 17, 2017, at 6:00 PM, Richard Kahn > wrote: do you have everything you need now? please advise thank you Richard Kahn HBRK Associates Inc. EFTA00939118 On Nov 14, 2017, at 5:44 PM, Neale Attenborough < > wrote: Actually, the update is the same as last time. We are still awaiting feedback from the attorney on the current litigation which was specifically promised after your last conference call with Rachel. If you can help close that loop we can move forward swiftly. Thanks. On Nov 14, 2017, at 2:36 PM, Richard Kahn > wrote: can you please update me on term sheet thank you Richard Kahn HBRK Associates Inc. On Oct 30, 2017, at 3:48 PM, Neale Attenborough > wrote: Thanks for following up Richard. The attorney (or actually I guess he is more of a legal advisor) said he would get us a set of feedback this week, and we will respond after seeing that information. Thanks, neale On Oct 30, 2017, at 2:48 PM, Richard Kahn < > wrote: when can i expect your term sheet. it is obviosuly impossible to pin down exact amounts of liability... EFTA00939119 Please advise Thank you. Richard Kahn On Oct 21, 2017, at 9:25 AM, Neale Attenborough < > wrote: Richard can you let us know when you will connect Rachel and the company's attorneys? It is the only outstanding item to moving forward. On Oct 10, 2017, at 9:41 AM, Neale Attenborough < > wrote: We are awaiting g your introduction of Rachel to the company's attorneys so she can discuss the legal items. (Unless that already happened last week while I was out) On Oct 10, 2017, at 9:09 AM, Richard Kahn < wrote: where are we? Richard Kahn HBRK Associates Inc. On Sep 29, 2017, at 11:32 AM, Neale Attenborough wrote: Thanks Richard. Two questions. First is the "Milan Issue" an action that has commenced already? Second can you please put us in touch directly with the company's attorneys so our inside counsel, Rachel Masory copied above, can have a direct discussion with them about all the cases you forwarded from them? EFTA00939120 Thanks, Neale On Sep 29, 2017, at 8:41 AM, Richard Kahn wrote: neale the last remaining issue is the antitrust in milan. should be in 2018.. Richard Kahn HBRK Associates Inc. On Sep 21, 2017, at 8:48 AM, Neale Attenborough < wrote: Is Gary the company's attorney? On Sep 21, 2017, at 6:18 AM, Richard Kahn < wrote: still waiting on paris and milan.. no need for you to reach out to gary.. Richard Kahn HBRK Associates Inc. On Sep 18, 2017, at 8:40 AM, Neale Attenborough wrote: Thanks. Let me know when you have the information on Paris and Milan and then we'll send over our proposed LOI. Neale EFTA00939121 On Sep 18, 2017, at 6:55 AM, Richard Kahn wrote: attached are known lawsuits against next. still waiting on 2 things: 1 from paris 1 from Milan thank you [cid:4531682A900F7D42854C536A13601552®exch026.domain.local DE598C32818B9540B8FF88647C634086@exch026.domain.locall[cid: 7CEAF9E4134ACC4EB7C9D5BABBA89F19@exch026.domain.local][cid: B8DE412DF13 B2D439D95F4FA5F546DA0@exch026.domain. local}[, 1: AB99F3085762CD458D I 2496555CF16F2@exch026.domain. local] Richard Kahn On Sep 7, 2017, at 10:11 AM, Neale Attenborough kmailto: P> wrote: Richard, Attached is the entity org chart for our Next Holdings. In the transaction we are contemplating, we will be selling Claxon Inc., NEXT Management Acquisition Limited, and NXT Company Limited. To be clear, at the end of the transaction we would no longer own any interests in Next. As soon as we receive your list of known actions against the company we will get you a proposed term sheet. EFTA00939122  Regards, Neale Disclaimer: This message contains information that may be confidential and/or privileged and is intended only for the person(s) named. Any use, distribution, copying or disclosure to any other person is strictly prohibited. If you received this transmission in error, please notify the sender by reply e-mail and then destroy the message. Opinions, conclusions, and other information in this message that do not relate to the official business of Golden Gate Capital shall be understood to be neither given nor endorsed by the company. Where applicable, any information contained in this e-mail is subject to the terms and conditions in the relevant governing agreement. <Next - Org Chart.pdf> <IMG_0430.PNG> <IMG_0431.PNG> <IMG_0432.PNG> <IMG_0433.PNG> <IMG0434.PNG> This message (including attachments) may contain privileged and confidential information from the legal group of Golden Gate Private Equity, Inc. and/or Nob Hill Law Group, P.C. and is intended only for the person(s) named. Any use, distribution, copying or disclosure to any other person is strictly prohibited. If you received this transmission in error, please notify the sender by reply e-mail and then destroy the message. Opinions, conclusions, and other information in this message that do not relate to the official business of Golden Gate Capital shall be understood to be neither given nor endorsed by the company. Where applicable, any information contained in this e-mail is subject to the terms and conditions in the relevant governing agreement. <Term Sheet (NEXT Sale) - GGC Draft 2017 Nov 30$$.doc> This message (including attachments) may contain privileged and confidential information from the legal group of Golden Gate Private Equity, Inc. and/or Nob Hill Law Group, P.C. and is intended only for the person(s) named. Any use, distribution, copying or disclosure to any other person is strictly prohibited. If you received this transmission in error, please notify the sender by reply e-mail and then destroy the message. Opinions, conclusions, and other information in this message that do not relate to the official business of Golden Gate Capital shall be understood to be neither given nor endorsed by the company. Where applicable, any information contained in this e-mail is subject to the terms and conditions in the relevant governing agreement. This message (including attachments) may contain privileged and confidential information from the legal group of Golden Gate Private Equity, Inc. and/or Nob Hill Law Group, P.C. and is intended only for the person(s) named. Any use, distribution, copying or disclosure to any other person is strictly prohibited. If you received this transmission in error, please notify the sender by reply e- EFTA00939123  mail and then destroy the message. Opinions, conclusions, and other information in this message that do not relate to the official business of Golden Gate Capital shall be understood to be neither given nor endorsed by the company. Where applicable, any information contained in this e-mail is subject to the terms and conditions in the relevant governing agreement. please note The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. 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