EMAIL DETAILS

Paul-

Do you have time to talk to follow up on the tax issues George mentions below?

Let me know what your schedule is like for a call.

Thanks,

Eric


Eric D. Schwerin
Rosemont Seneca Advisors, LLC
1010 Wisconsin Ave., NW
Suite 705
Washington, DC 20007
(202) 333-1880
eschwerin@rosemontseneca.com <x-msg://59/eschwerin@obblaw.com>
P Consider the environment before printing this email.

> On Aug 10, 2016, at 2:30 PM, Eric Schwerin <eschwerin@rosemontseneca.com> wrote:
>
> George-
>
> All of the below is correct. RSB has agreed to transfer the 10% to Skaneateles right now and has not asked for any money to change hands prior to the transfer. I think it is worth confirming that with RSB/Devon (and let’s discuss how to do so) as it is possible that Devon believes there is a small portion of the $464K outstanding. I know we believe it has been paid in full but it is something that needs to be confirmed to avoid questions later. That said, I know Devon is comfortable moving forward with the transfer now.
>
> As you suggest, I will follow up with Paul on the tax issue.
>
> Thanks,
>
> Eric
>
>
>
> Eric D. Schwerin
> Rosemont Seneca Advisors, LLC
> 1010 Wisconsin Ave., NW
> Suite 705
> Washington, DC 20007
> (202) 333-1880
> eschwerin@rosemontseneca.com <x-msg://59/eschwerin@obblaw.com>
> P Consider the environment before printing this email.
>
>> On Aug 10, 2016, at 1:09 PM, Mesires, George R. <George.Mesires@FaegreBD.com <mailto:George.Mesires@faegrebd.com>> wrote:
>>
>> Eric and Hunter:
>>
>> As we undertake the documentation of the transfer of 10% of the interest in BHR from RSB àSkaneateles, we would like to confirm our understanding of the transaction so that we can ideally achieve a tax-neutral transaction. To recap:
>>
>> RSB currently holds 20% interest in BHR, which we believe was acquired in 2014 for approximately USD $928,000. Thus, ½ of that interest (10% of the interest in BHR) was valued at USD $464,000. We view RSB as acting as Hunter’s agent in holding funds that RSB accumulated on Hunter’s behalf from various third party payments to Hunter (e.g., Burisma). We further understand that RSB has agreed that Hunter has accumulated US $464,000, which is the sum necessary for Hunter to earn 10% of the interests in BHR (ie., ½ of RSB’s interest). Thus, no money will change hands now. To effectuate the equity transfer, Hunter is directing that RSB transfer its 10% interest in BHR to Skaneateles, which is owned indirectly by Hunter (75%) and indirectly by Eric (25%).
>>
>> Will Eric be receiving a 25% interest in the 10% BHR equity transferred by RSB to Skaneateles in accordance with the current ownership structure of Skaneateles? Will the basis for the equity grant be on account of exchange for services Eric provided to Hunter or on some other basis? Paul can talk through the potential US tax implications and other issues related to any ownership in BHR that accrues to Eric, so please feel free to follow up directly with Paul.
>>
>> Thank you.
>>
>> George
>>
>>
>> George R. Mesires
>> Partner
>> george.mesires@FaegreBD.com <mailto:george.mesires@FaegreBD.com> Download vCard <http://www.faegrebd.com/vcard/george.mesires.vcf>
>> D: +1 312 356 5101 | M: +1 312 972 4151
>>
>> Faegre Baker Daniels LLP <http://www.faegrebd.com/>
>> 311 S. Wacker Drive | Suite 4300 | Chicago, IL 60606, USA
>