EFTA02599384.pdf

From: Richard Joslin •t > Sent: Monday, December 22, 2014 9:54 PM To: jeffrey E. Subject: FW: Phadion re-organisation [MACS-LIVE_LIB.FID2559344) The open item was making sure the legal persons had up to date interco info= Furhter effort was tabled due to audit demands for June 30 2014 year end= The original email dates back to April 25 2014 Original Message From: Salmon, Hannah (HKAS) [mailto: Sent: Tuesday, September 30, 2014 1:30 PM To: Richard Joslin; Larsen, Sonia Cc: Eileen Alexanderson; John Murphy; Peter Goodwin; Richard D'Agostino Subject: RE: Phadion re-organisation [MACS-LIVE_LIB.FID25593441 Richard A company may be voluntarily struck off the register of companies and disso=ved without having finalised its accounts for the most recent financial ye=r. There is, however, a requirement that notice of the striking off is given t= certain people connected with the company and the process of finalising t=e accounts Is usually a helpful way of identifying all such people. Theref=re, in the absence of the recent accounts, careful thought should be given=to ensuring all such people are identified. The people to be notified are: - the company's shareholders; . the company's employees; . any creditors of the company (including actual and contingent creditors);=. any directors of the company who have not been party to the application;=and . any manager or trustee of an employee pension fund of the company. Please note that we will still need up to date balance sheets for each of t=e companies, primarily to enable the directors to approve capital reductio=s to release the share subscription monies before that company is struck o=f/dissolved. As there are some outstanding inter-company balances, as you have anticipat=d, we will also need details of the amounts and the parties. We will wait =o hear from Peter and John on this. As it may be helpful for everyone on this distribution list to see, I have =opied below a summary I sent to Eileen a week or so ago setting out the in=ormation we need in order to finalise the documentation and the dissolutio= process If you have any more questions after speaking with the auditors, please let=me know. We need the following in order to be able to finalise the documents list an= draft the full suite of documentation to implement the reorganisation: Confirmation as to: o whether the LLP Agreement dated 3 October 2012 was ever signed; o whether Phaidon LLC (formerly JMWT Manager LLC) entered into a deed of=adherence to the LLP Agreement; o whether Phaidon Global LLC and Phaidon LLC have taken any action as me=bers of the LLP; and EFTA_R1_01785875 EFTA02599384 o what contracts (if any) the LLP, Topco and Midco are party to. • Accounts / a balance sheet for each of Topco, Midco and the LIP=(which should confirm a number of the assumptions listed in the email of 2= April). • Confirmation of the consideration for which Phaidon Global LLC =ill sell the shares that it holds in JMWT Limited to Phaidon LLC. The balance sheets are crucially important, as much of the reorganisation h=nges on the share capital and distributable reserves positions of Topco an= Midco. We spoke to Peter Goodwin about this back in June, but accounts /=balance sheets were not available at that time. Timing for the re-org will therefore depend on when we receive the above. W= have drafted an umbrella agreement and initial documents list, as well as=the steps paper which you have seen, and should be able to produce and fin=lise the required ancillary documentation quickly once everything is in pl=ce. Kind regards Hannah From: Richard Joslin Sent: 30 September 2014 14:37 To: Salmon, Hannah (HKAS); Larsen, Sonia Cc: Eileen Alexanderson; John Murphy; Peter Goodwin; Richard D'Agostino Subject: FW: Phadion re-organisation (MACS-LIVE_LIB.FID2559344) Hannah/Sonia: With respect to the contemplated re-organization, please note that the assu=ption that there is no inter-company debt is inaccurate. Peter Goodwin an= John Murphy can provide details so that the documents can be redacted. A the financial statements/accounts for the year ended June 30 2014 are und=r review and have not been finalized with Custom House, a question arises =f any of these companies can be liquidated pending the open status of acco=nts and given that the contemplated transaction cannot be closed by June 3=, 2014. I stub period submission may also need to be submitted and simil=r query is applicable. Given the desire to re-organization as promptly as possible, a question als= arises as to the earliest date this can be consummated if not the date of=signature of a board resolution or filing for corporate liquidation. Any =ate as soon after September 30 would be optimal. The auditors will be in Phaidon offices tomorrow morning so any guidance wo=ld be greatly appreciated. Many thanks R1 Richard Joslin 2 EFTA_R1_01785876 EFTA02599385 CFO Elysium Management LLC 445 Park Ave Ste. 1401 New York, NY 10022 From: Salmon, Hannah (HKAS) [mailto Sent: Friday, April 25, 2014 8:48 AM To: Eileen Alexanderson; Cc: Powell, Luke (LXP); Greenbank, Ashley (DAG); McCabe, Claire (CM) Subject: Phadion re-organisation [MACS-LIVE_LIB.FID25593441 All I attach a documents list for the Phaidon re-organisation. The steps can be=summarised as follows: 1. Transfer of Phaidon Press Inc to JMWT Manager LLC (this is on hold). 2. The members of JMWT Acquisition LLP ("LLP") will approve the distrib=tion of the LLP's assets to the members. An application to strike off the =LP will then be made. Companies House will review the application and plac= a notice in the Gazette. If no objection is filed, approximately 3 months=after the date of publication of the notice the LLP will be dissolved. 3. JMWT Topco Limited ("Topco") will complete a capital reduction to cr=ate sufficient distributable reserves to enable the shares of JMWT Midco L=mited ("Midco") to be transferred to the shareholders as a lawful dividend=in specie. El of share capital will remain. An application to strike off=Topco will then be made. Companies House will review the application and p=ace a notice in the Gazette. If no objection is filed, approximately 3 mon=hs after the date of publication of the notice Topco will be dissolved. 4. Midco will complete a capital reduction to create sufficient distrib=table reserves to enable the shares of JMWT limited ("JMWT") to be transfe=red to the shareholders as a lawful dividend in specie. El of share capi=al will remain. An application to strike off Midco will then be made. Comp=nies House will review the application and place a notice in the Gazette. =f no objection is filed, approximately 3 months after the date of publicat=on of the notice Midco will be dissolved. 3 EFTA_R1_01785877 EFTA02599386 5. Phaidon Global LLC will transfer its shares of JMWT to JMWT Manager =LC. There will be no liquidator appointed and it is therefore essential that th= directors/LIP members are able to identify all the assets and liabilities=of the LLP, Topco and Midco. There will be no need to wait for an entity to be dissolved before the next=step can be taken. It should therefore be possible to complete the steps f=irly quickly. We hold the register of members for the LLP and this has not been updated t= reflect Phaidon Global LLC and JMWT Manager LLC becoming members of the L=P and PLB LLC and JMWT LLC ceasing to be members, as we were not aware of =he transfer of partnership interests. We have also checked the public regi=ters and note that the public registers do not reflect the change in the m=mbership of the LLP. As an initial step, it will therefore be necessary to=pass ratification resolutions of the LIP members to confirm the membership=of the LLP and update the registers accordingly. If Phaidon Global LLC and=1MVVT Manager LLC can be included as members from now (rather than ratifyin= historic membership), this will be a much easier (and preferable) process= Have Phaidon Global LLC and JMWT Manager LLC taken any action as members =f the LLP to date? We have based the steps on the following assumptions: the LLP, Topco and Midco have no liabilities (they have given n= guarantees, entered into no contracts, there are no loan arrangements in =lace (intra-group or otherwise) and they have no creditors); • the share capital of Topco exceeds the value of the Midco share= by at least £1(this will enable us to reduce the capital of Topco, lea=ing El of capital to create sufficient distributable profits to enable t="e shares of Midco to be transferred to the LLCs as a dividend in specie); the share capital of Midco exceeds the value of the JMWT shares=by at least £1; the LLP, Topco and Midco have no assets other than the shares o= Topco, Midco and JMWT (respectively); accounts/balance sheets of Topco and Midco will be provided to =how the assets and liabilities of Topco and Midco before each company redu=es its share capital, and also an updated balance sheet will be provided f=llowing completion of the capital reduction. It is possible to just have a=counts/balance sheets for the position following the capital reduction, bu= as the directors will have personal liability for the solvency statements=they make in connection with the capital reduction, it is preferable for t=em to have accounts/balance sheets to refer to at the time the solvency st=tements are made; accounts/a balance sheet will be provided for the LLP to show t=e assets and liabilities of the LLP at the time of the distribution of ass=ts to the members; the LLP Agreement dated 3 October 2012 was signed; JMWT Manager LLC entered into a deed of adherence to the LLP Ag=eement (we have seen the deed of adherence signed by Phaidon Global LLC); =nd • the members confirmed the termination of membership of PLB, LLC=and JMWT LLC as members of the LLP (in addition to transferring interests =n the partnership to the incoming members which is included in the "reorga=ization agreement"). 4 EFTA_R1_01785878 EFTA02599387 If any of the above assumptions is incorrect, please let us know as this wi=l impact on the steps and the documents needed. Eileen, please confirm if you are happy for us to commence drafting the doc=ments; if you would like to have a call with us (and Sonia and Gregor) to =iscuss any of the above points before we begin drafting, please let us kno= your availability. Kind regards Hannah Hannah Salmon Solicitor Macfarlanes LLP DD T M E w www.madarlanes.com<http://www.macfarlanes.com> 20 Cursitor Street London EC4A 1LT [cid:image001.gif@O1CF6083.0611D970] * ******* ** ************ *•***********************•********•*** ***** *** 5 EFTA_R1_01785879 EFTA02599388 Macfarlanes LLP 20 Cursitor Street London EC4A 1LT Visit our website at http://www.macfarlanes.com Macfarlanes LLP is a limited liability partnership registered in England wi=h number 0C334406. It is authorised and regulated by the Solicitors Regula=ion Authority. Its registered office and principal place of business are a= 20 Cursitor Street, London EC4A 1LT. The word 'partner' is used to refer =o a member of Macfarlanes LLP. A list of members, all of whom are solicito=s of England and Wales, is open for inspection at the above address. This =mail (and any attachment), unless clearly personal and unrelated to our bu=iness, is sent by the sender on behalf of Macfarlanes LIP. If the content =f this email is personal and unconnected with our business, we accept no l=ability or responsibility for it. This email (and any attachment) is confidential, may be legally privileged =nd is intended solely for the use of the individual or entity to whom it i= addressed. If you are not the intended recipient please do not disclose, =opy or take any action in reliance on it. If you received this message in =rror please tell us by reply (or telephone the sender) and delete all copi=s on your system. Whilst we have taken reasonable precautions to ensure th=t any attachment to this e- mail has been swept for viruses, we cannot acce=t liability for any damage sustained as a result of software viruses and w=uld advise that you carry out your own virus checks before opening any att=chment. Please note that communications sent by or to any person through o=r computer systems may be viewed by other Macfarlanes personnel and agents= *************** •••••••**•* ************* **flit ******** ********* *•***•* Macfarlanes LLP 20 Cursitor Street London EC4A 1LT Visit our website at http://www.macfarlanes.com Macfarlanes LIP is a limited liability partnership registered in England wi=h number 0C334406. It is authorised and regulated by the Solicitors Regula=ion Authority. Its registered office and principal place of business are at 20 Cursitor St=eet, London EC4A 1LT. The word 'partner' is used to refer to a member of M=cfarlanes LLP. A list of members is open for inspection at the above addre=s. This email (and any attachment), unless clearly personal and unrelated to o=r business, is sent by the sender on behalf of Macfarlanes LIP. If the con=ent of this email is personal and unconnected with our business, we accept=no liability or responsibility for it. 6 EFTA_R1_01785880 EFTA02599389 This email (and any attachment) is confidential, may be legally privileged =nd is intended solely for the use of the individual or entity to whom it i= addressed. If you are not the intended recipient please do not disclose, =opy or take any action in reliance on it. If you received this message in =rror please tell us by reply (or telephone the sender) and delete all copi=s on your system. Whilst we have taken reasonable precautions to ensure th=t any attachment to this e- mail has been swept for viruses, we cannot acce=t liability for any damage sustained as a result of software viruses and w=uld advise that you carry out your own virus checks before opening any att=chment. Please note that communications sent by or to any person through o=r computer systems may be viewed by other Macfarlanes personnel and agents= <?xml version=.0" encoding=TF-8"?> <IDOCTYPE plist PUBLIC "-//Apple//DTD PLIST 1.0//EN" "http://www.apple.com/DTDs/Propertylist-1.0.dtd"> <plist version=.0"> <dict> <key>conversation-id</key> <integer>116205</integer> <key>date-last-viewed</key> <integer>0</integer> <key>date-received</key> <integer>1419285270</integer> <key>flags</key> <integer>8590195713</integer> <key>gmail-label-ids</key> <array> <integer>6</integer> <integer>24integer> </array> <key>remote-id</key> <string>465743</string> </dict> </plist> 7 EFTA_R1_01785881 EFTA02599390