EFTA00643756.pdf

From: Eileen Alexanderson To: jeffrey E. <jeevacation@gmail.com> CC: Richard Joslin Subject: Re: ArtSpace Date: Wed, 06 Aug 2014 03:01:07 +0000 Just received tonight. Forwarded to you a few minutes ago. Also in the drop box in case you have trouble. Let me know if you have any problem with link I sent you a few days ago. They used a negative confirmation process. I was told they took the addl round of loans down because the other buyer said there could be no more than 500k in liabilities on the balance sheet. They paid off the bankers and lawyers. Sent from my iPhone On Aug 5, 2014, at 3:04 PM, "jeffrey E." <jeevacation®gmail.com> wrote: show me proof that all shareholders were offered debt postion . ? their responses. and the renotification if nec after leon said he would buy it so they added addtional debt on a 3 to 1 , after knowledge of a sale On Tue, Aug 5, 2014 at 12:55 PM, Eileen Alexanderson wrote: From: Lakhdhir, David K [mailto Sent: Tuesday, August 05, 2014 12:34 PM To: Eileen Alexanderson Cc: Larsen, Sonia; Grisin, Cara Subject: ArtSpace Attached is a case summary of a case in Delaware with facts somewhat similar to those in our situation, in which the Chancery Court held that a class of shareholders that received no merger consideration had no claim because the value of the company did not justify their receipt of merger consideration. This is part of what makes us believe that (based on the facts as we understand them) the litigation exposure here is manageable. Also, on my call this morning with Ron I confirmed his understanding that all shareholders were offered the opportunity to participate in the emergency debt financing that will be paid off upon the merger. http://www.paulweiss.corn/media/1845470/20aug13 trados.pdf David K. Lakhdhir I Partner Paul, Weiss, Rifkind, Wharton & Garrison 1.1.11 EFTA00643756 Alder Castle. 10 Noble Street London EC2V 7JU U.K. Direct Fax) wwwpaulweiss.com This message is intended only for the use of the Addressee and may contain information that is privileged and confidential. If you are not the intended recipient, you are hereby notified that any dissemination of this communication is strictly prohibited. If you have received this communication in error, please erase all copies of the message and its attachments and notify us immediately. 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. 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, and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved EFTA00643757