<table><tr><th>From:</th><th>John Castrucci</th></tr><tr><td>Sent:</td><td>Wednesday, November 18, 2015 2:04 AM</td></tr><tr><td>To:</td><td>jeevacation@gmail.com</td></tr><tr><td>Cc:</td><td>jeffrey E.; Brad Wechsler; |</td></tr><tr><td>Subject:</td><td>Re: December 1 Decantings</td></tr></table>

## Jeffrey,

See attached response from David Lakhdir @ P= regarding filing related matters. We are confirming Germany is not an issue.&n=sp; Will keep you posted. I have copied in David on this email. <=div> Kind regards Jc

John M. Castrucc= I

Elysium Manageme=t, LLC I

445 Park Avenue =uite 1401

New York, NY 100=2 I

Tel. Cell

Lakhdhir, David K wrote=

In =ase you need to discuss internally before we can connect by phone:

## &nbs=;

1. I spoke with =uke Powell, the corporate partner at Macfarlanes who has been involved wit= the Phaidon investment, and confirmed that we together can't think of an= filings or impediments of any kind to the potential transfer. One p=int he noted however is that a transfer at the US level (i.e. not of one o= the English entities) may avoid UK stamp duty. I think that's contemplated anyway, but this is an additiona= reason to do what you are considering. He will also speak with Dami=n Crossley (his tax partner) to make sure he can't think of any issues, =ut he was fairly certain that there would be no issue with a transfer of ownership in the US.<=p>

2. I spoke with =y colleague Didier Malaquin, who overseas our competition filings. H= concurred with my gut reaction that it is highly unlikely that any filing in any jur=sdiction would be required. He noted however that he couldn't tell=from the income statements what the level of sales in Germany is. He=also noted that the numbers appeared to be more than a year old. The key threshold for Germany is EUR 5 million= so (putting those points

## &nbs=; (cont.)

together) the key question is whether in the las= fiscal year ended the Phaidon Group had more than EUR 5 million sales int= Germany. If not, we don't think any competition (or other) filings will be triggered.=/p>

&nbs=;

- Name: David K. Lakhdhir
- Title: Partner
- Firm: Paul, Weiss, Rifkind, Wharton & Garrison LLP
- Office address: Alder Castle, 10 Noble Street, London EC2V 7JU, U.K.
- Website: http://www.paulweiss.com (www.paulweiss.com)
- Direct Phone: redacted (black bar)
- Direct Fax: redacted (black bar)
- Footer note: "Sent from my iPhone"
- Email thread header: "On Nov 17, 2015, at 1:06 PM" — original sender email/name redacted (black bar)

Hi Jeffrey,

John Castrucci is the lead on the pot=ntial Phaidon sale and I am hoping that he can answer your question.

Key information:

*   **Chief Legal Officer** at Elysium Management LLC.
*   **Address:** 445 Park Avenue, Suite 1401, New York, NY 10022
*   **Contact:** Direct Dial (redacted), Fax (redacted), Email (redacted)

This communication and any attachm=nt is for the intended recipient(s) only and may contain information that =s privileged, confidential and/or proprietary.&n=sp; If you are not the intended recipient, you are hereby notified that

## &nbs=; (cont.)

furthe= dissemination of this communication and its attachments is prohibited.&nb=p; Please delete all copies of this communication and its attachments and =otify me immediately that you have received them in error. Thank you.

From: Jeffrey E. [mailto:jeevacation@gmail.com <mailto:=eevacation@gmail.com> I Sent: Tuesday, November 17, 2015 12:42 PM To: Ada Clapp < <mailto: Subject: Re: FW: Fw: December 1 Decantings

what about disclosures on sale of equity?=/p>

On Tue, Nov 17, 2015 at 1:32 PM, Ada Clapp c: wrote:

Please see Alan's response to JEE's highligh=ed question below:

Email communication:

*   **From:** Alan S. Halperin
*   **Sent:** Tuesday, November 17, 2015, 12:09 PM
*   **To:** Ada Clapp
*   **Cc:** Zoey F. Orol
*   **Subject:** RE: Fw: December 1 Decantings

David has discussed the matter with Macfarlenes. Th=re are no filings that are triggered by the decanting. Alan

Alan S. Halperin I Partner
Paul, Weiss, Rifkind, Wharton & Garrison LIP
1285 Avenue of the Americas I New York, NY 10019-6064
<tel:%28212%29%20373-3313> (=irect Phone) I
<tel:%28212%29%20492-0313> (=irect Fax)
<mailto I www.paulweiss.com
<http://www.paulweiss.com>

From: jeffrey E. [mailto:jeevacation@gmail.com <mailto:jeevacation@gm=il.com>]
Sent: Sunday, November 01, 2015 2:52 PM
To: Brad Wechsler <mailto:brad@wechsler.com>;

## &nbs=; (cont.)

- Image: email header (screenshot) with heavy redactions
- Fields visible:
  - Cc: (followed by at least two redacted recipients shown as black bars and mailto<> fragments)
  - Subject: Re: Fw: December 1 Decantings
- Visual details: multiple black/redaction bars covering names and email addresses; angle-bracketed mailto: fragments visible but addresses redacted

impact on tax returns? disclosures. midco top co. .&=bsp; foreign, fbar, fatca, be10.? releases =rom children? final accounting?

On Sun, Nov 1, 2015 at 2:10 PM, Brad Wechsler <█████████> wr=te:

███Yalan-as you can see I am copying jeffrey on this from our frid=y call as an fyi for him. Thx, b

Sent from my Verizon Wireless BlackBerry

Key information from the email header:

*   **Date:** Thu, 29 Oct 2015 19:56:42 +0000
*   **To:** Brad Wechsler, Halperin, Alan, Oey F. Orol, Joe, John Castrucci, Heather Gray
*   **Cc:** Richard D'Agostino

Subject: December 1 Decantings

Attached for tomorrow's meeting are:

1. =ction Steps to Decant publishing assets.

2. =ist of Documents needed to accomplish item 1.

3. =ction Steps to Decant non-publishing assets.

4. =ist of Documents needed to accomplish item 3.

Chief Legal Officer

## &nbs=; (cont.)

- Company: Elysium Management LLC
- Address: 445 Park Avenue, Suite 1401, New York, New York 10022
- Direct Dial: [redacted] (image shows leftover markup: "<tel:...<=p>")
- Fax: [redacted] (image shows leftover markup: "<tel:...<=p>")
- Email: [redacted] (image shows leftover markup: "<mailto:...>")

This communication and any attachment is for the intended recip=ent(s) only and may contain information that is privileged, confidential a=d/or proprietary. If you are not the intended recipient, you are hereby notified that further dissemination=of this communication and its attachments is prohibited. Please dele=e all copies of this communication and its attachments and notify me immed=ately that you have received them in error. Thank you.

please note<=p>

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. It is the property of JEE Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to jeevacation@gmail.com <mailto:jeevacation@gmail.com> , and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved

This message is intended only for the use of the Addressee and may cont=in information that is privileged and confidential. If you are not the int=nded recipient, you are hereby notified that any dissemination of this communication is strictly prohibited. If you hav= received this communication in error, please erase all copies of the mess=ge and its attachments and notify us immediately.

## &nbs=; (cont.)

please no=e

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. It is the property of JEE

Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to jeevacation@gmail.com <mailto:jeevacation@gmail.com> , and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved