FW: Phadion re-organisation [MACS-LIVE_LIB.FID2S59344)

I attach a documents list for the Phaidon re-organisa=ion. 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 ("LIP") will app=ove the distribution of the LLP's assets to the members. An application to=strike off the LIP will then be made. Companies House will review the application and place a notice in the Gazette. If no objec=ion is filed, approximately 3 months after the date of publication of the =otice the LLP will be dissolved.

3. JMWT Topco Limited ("Topco") will complete a capital=reduction to create sufficient distributable reserves to enable the shares=of JMWT Midco Limited ("Midco") to be transferred to the shareholders as a lawful dividend in specie. £1of share capital =ill remain. An application to strike off Topco will then be made. Companie= House will review the application and place a notice in the Gazette. If n= objection is filed, approximately 3 months after the date of publication of the notice Topco will be dissolv=d.

4. Midco will complete a capital reduction to create sufficient distribu=able reserves to enable the shares of JMWT Limited ("JMWT") to be transferred to the shareholders as a lawful dividend in specie. El of share capital will remain. An application to strike off=Midco 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 Midco will be dissolved.

5. Phaidon Global LLC will transfer its shares of JMWT to JMWT Manager L=C.

There will be no liquidator appointed and it is there=ore essential that the directors/LLP members are able to identify all the =ssets and liabilities of the LLP, Topco and Midco.

There will be no need to wait for an entity to be dis=olved before the next step can be taken. It should therefore be possible t= complete the steps fairly quickly.

We hold the register of members for the LIP and this =as not been updated to reflect Phaidon Global LLC and JMWT Manager LLC bec=ming members of the LLP and PLB LLC and JMWT LLC ceasing to be members, as we were not aware of the transfer of partner=hip interests. We have also checked the public registers and note that the=public registers do not reflect the change in the membership of the LLP. A= an initial step, it will therefore be necessary to pass ratification resolutions of the LLP members to confir= the membership of the LLP and update the registers accordingly. If Phaido= Global LLC and JMWT Manager LLC can be included as members from now (rath=r than ratifying historic membership), this will be a much easier (and preferable) process. Have Phaidon Global L=C and JMWT Manager LLC taken any action as members of the LLP to date?

We have based the steps on the following assumptions:=/span>

• the LLP, Topco and Midco have no liabilities (they have given no guar=ntees, entered into no contracts, there are no loan arrangements in place =intra-group or otherwise) and they have no creditors);

• the share capital of Topco exceeds the value of the Midco shares by a= least £1(this will enable us to reduce the capital of Topco, leaving =A31 of capital to create sufficient distributable profits to enable the shares of Midco to be transferred to the LLCs as a d=vidend in specie);

• the share capital of Midco exceeds the value of the JMWT shares by at=least £1;

• the LIP, Topco and Midco have no assets other than the shares of Topc=, Midco and JMWT (respectively);

• accounts/balance sheets of Topco and Midco will be provided to show t=e assets and liabilities of Topco and Midco before each company reduces it= share capital, and also an updated balance sheet will be provided following completion of the capital reduction. It i= possible to just have accounts/balance sheets for the position following =he capital reduction, but as the directors will have personal liability fo= the solvency statements they make in connection with the capital reduction, it is preferable for them to hav= accounts/balance sheets to refer to at the time the solvency statements a=e made;

• accounts/a balance sheet will be provided for the LLP to show the ass=ts and liabilities of the LLP at the time of the distribution of assets to=the members;

• the LIP Agreement dated 3 October 2012 was signed;

• JMWT Manager LLC entered into a deed of adherence to the LLP Agreemen= (we have seen the deed of adherence signed by Phaidon Global LLC); and

• the members confirmed the termination of membership of PLB, LLC and J=WT LLC as members of the LLP (in addition to transferring interests in the=partnership to the incoming members which is included in the "reorganization agreement").

If any of the above assumptions is incorrect, please =et us know as this will impact on the steps and the documents needed.

Eileen, please confirm if you are happy for us to com=ence drafting the documents; if you would like to have a call with us (and=Sonia and Gregor) to discuss any of the above points before we begin drafting, please let us know your availability.

Had not realized this =all was in my court. Please lees proceed asap. My original directio= was to complete for June 30th. Please tell me what is realisti= turnaround. Thanks, Eileen

Eileen

We need the following in order to be ab=e to finalise the documents list and draft the full suite of documentation=to implement the reorganisation:

• Confirmation as to:

  • whether the LLP Agreement dated=3 October 2012 was ever signed;
  • whether Phaidon LLC (formerly J=WT Manager LLC) entered into a deed of adherence to the LLP Agreement;
  • whether Phaidon Global LLC and =haidon LLC have taken any action as members of the LIP; and
  • what contracts (if any) the LIP= Topco and Midco are party to.

• Accounts / a balance sheet for =ach of Topco, Midco and the LLP (which should confirm a number of the assu=ptions listed in the email of 25 April).

• Confirmation of the considerati=n for which Phaidon Global LLC will sell the shares that it holds in JMWT =imited to Phaidon LLC.

The balance sheets are crucially import=nt, as much of the reorganisation hinges on the share capital and distribu=able reserves positions of Topco and Midco. We spoke to Peter Goodwin about this back in June, but accounts / balance =heets were not available at that time.

Timing for the re-org will therefore de=end on when we receive the above. We have drafted an umbrella agreement (c=py attached) and initial documents list, as well as the steps paper which you have seen, and should be able to produce and =inalise the required ancillary documentation quickly once everything is in=place.

Kind regards

Hannah

Hannah Salmon
Solicitor
Macfarlanes LLP

Good morning Rich. I w=ll take care of the necessary confirmations. I would appreciate your touch=ng base with Peter re the accounts requested. Thanks.

Per the below — =A is to take care of the confirmations (first bullet)