EFTA00671497.pdf

From: Marc Packer < To: < Subject: FW: TAO Group Transaction Date: Fri, 25 Jan 2013 20:08:19 +0000 Importance: Normal Attachments: TAO_Term_Sheet_BX.PDF Subject: FW: TAO Group Transaction Date: Fri 25 Jan 2013 14:58:44 -0500 From: To: Latest blackstone From: Khaira, Jas [mailto: Sent: Wednesday, January 09, 2013 10:48 PM To: Bill Etkin Cc: Blitzer, David; Wallace, Peter; Van Horn, Greg Subject: TAO Group Transaction Bill, Please find enclosed a term sheet regarding Blackstone's proposed investment into TAO. As discussed with David, we are proposing a $100 million investment into the Company structured as preferred stock, with detachable warrants. We are eager to drive this forward to a conclusion with you and the Company and are prepared to act quickly. If the general terms of the proposal are acceptable to your dient, we think it makes sense to have the Blackstone team meet with the Company as soon as next week to have a very focused conversation on 2012 actual results (unaudited or otherwise) and the current 2013 forecast so we can be firm on terms. If it makes sense, please let us know some time windows that work for you tomorrow to spend 15-30 minutes walking through the term sheet and answering any questions you may have. Thanks very much. Best, Jas Jasvindcr S. Khaira The Blackstone Group 345 Park Avenue, 43rd Floor New York, NY I 0 154 This email communication is privileged, confidential or otherwise protected by disclosure and is intended only for the individuals or entities named above and any others who have been specifically authorized to receive it. If you are not the intended recipient, please do not read, copy, use or disclose to others the contents of this communication. Please notify the sender that you have received this e-mail in error by replying to this e-mail. Please then delete the e-mail from your system and any copies of it. This communication does not constitute an offer to sell or a solicitation of an offer to purchase any interest in any investment vehicles managed by Blackstone. Any discussion of U.S. tax matters contained within this communication is not intended to be used and cannot be used for the purpose of EFTA00671497 avoiding penalties that may be imposed under applicable Federal, state or local tax law or recommending to another party any transaction or matter addressed herein. Your acceptance of this communication from Blackstone constitutes your agreement to (i) keep confidential all the confidential information contained in this communication, as well as any information derived by you from the confidential information contained in this communication (collectively, "Confidential Information") and not disclose any such Confidential Information to any other person, (ii) not use any of the Confidential Information for any purpose other than pursuant to your relationship with Blackstone, (iii) not use the Confidential Information for purposes of trading any security, including, without limitation, securities of Blackstone or its portfolio companies, (iv) not copy any Confidential Information without Blackstone's prior consent and (v) promptly return any Confidential Information contained in this communication to Blackstone upon Blackstone's request. EFTA00671498