Epstein Data Wiki

Black Family Partners, L.P.

Properties2
tagsentity, limited-partnership, delaware, apollo-global-management, estate-planning, epstein-finances
aliasesBlack Family Partners LP, Black Family Partners, BFP, Black Family Partners, LP

34 min read

TypeDelaware limited partnership, formed under the Delaware Revised Uniform Limited Partnership Act; “a Delaware limited partnership” in the recitals of a 2016 draft agreement among Apollo’s founders12
FormedMay 17, 2007, the date on its Agreement of Limited Partnership and the date a summary of its ownership history gives for the formation of its general partner134
General partnerBlack Family GP, LLC, named as general partner in the agreement’s opening words and in its schedule of partners15
What it was for”created to hold all of Leon D. Black’s indirect interests in Apollo,” in the introduction to a summary of its ownership history6
Principal asset, June 2015”an interest in BRH Holdings LP,” according to an appraiser’s report of that year4
Capital account balance, June 2015”$2.42 billion, rounded,” on the same report’s figure, which a footnote says excludes assets whose value the report includes in its valuation section4
Correspondence addressc/o Apollo Management, 9 W 57th Street, New York NY 10019, as printed on the sign-off blocks of messages sent in its name789
In Apollo’s founder documentsone of three “Family Holding Entities,” and the entry listed as a permitted transferee for Leon Black’s group, in a 2016 draft210
Partners of record, May 2007its general partner, Leon D. Black, LBF Holdings, LLC, a series of trusts and AIF IV Management, Inc., on the agreement’s Exhibit I, whose capital and sharing-ratio columns are left unfilled511
Route into the releasethe released Epstein files, which hold the partnership’s constitutional papers, its lawyers’ summaries and timeline, an appraisal of it, and correspondence sent on its letterhead

Black Family Partners, L.P. is the Delaware limited partnership through which Leon Black held his interests in Apollo. Papers in the release describe how it was formed in May 2007 during Apollo’s own restructuring, what was contributed to it, how partnership interests in it were moved between Black and a series of grantor retained annuity trusts, what an outside appraiser said a one per cent slice of it was worth, and how a family trust accounted for the money it distributed. People writing in its name corresponded with Jeffrey Epstein on its printed sign-off block, and Epstein asked them for its ownership and tax allocation entity by entity. This page is about the vehicle. The man, the payments he made to Epstein, the Dechert review commissioned by Apollo’s conflicts committee and the U.S. Virgin Islands settlement are on Leon Black and are not repeated here.

What the partnership is

The fullest statement of what the partnership was for is in an undated “SUMMARY AND TIMELINE” of its ownership history, an item of that description being listed at tab B of the “SUMMARY” section, itself tab I, in a desk set prepared in November 2012 by Paul, Weiss, Rifkind, Wharton & Garrison LLP.12 Under the heading “Introduction” the summary reads: “For estate planning purposes, Leon D. Black created a series of Grantor Retained Annuity Trusts (‘GRATs’) in 2006 and 2007. The interests held by the GRATs and interests held Leon D. Black personally and through certain estate planning vehicles were assigned and contributed to various Apollo entities during the restructuring that Apollo undertook in 2007. During this process, Black Family Partners, L.P. (‘BFP’) was created to hold all of Leon D. Black’s indirect interests in Apollo.”6

Its formation is dated to a single day. The summary states: “On May 17, 2007, BFP and Black Family GP, LLC (‘BFP GP’) were formed. The Agreement of Limited Partnership of BFP was dated as of May 17, 2007, and listed BFP GP as its general partner and Leon D. Black, LBF, Judah Investment Trust K, Leon D. Black Investment Trust A (‘Investment Trust A’), Black Family 1997 Trust, the 1992 Trusts,” four further trusts identified by beneficiary and date, “and AIF IV Management, Inc. as its limited partners. The 2007 GRATs (as defined below) were admitted as members on June 6, 2007.”313 An appraiser’s report of 2015 gives the same formation date and adds a one-line characterisation: “BFP operated as an investment holding company. The Partnership was formed on May 17, 2007.”4

The partnership agreement itself is in the release. It opens: “AGREEMENT OF LIMITED PARTNERSHIP OF BLACK FAMILY PARTNERS, L.P., dated as of May 17, 2007, by and among BLACK FAMILY GP, LLC, as General Partner (the ‘General Partner’) and each of the persons listed on Schedule A hereto, as limited partners.” Its recital gives the purpose: “the Partners desire to form a partnership under the Delaware Revised Uniform Limited Partnership Act as amended from time to time (the ‘RULPA’), to be known as BLACK FAMILY PARTNERS, L.P., for the purpose of engaging in any lawful activity for which partnerships may be organized under the RULPA, including investing and trading in securities and other financial instruments and engaging in transactions, investments and ventures of all kinds.”1

Article 9 governs transfers. Section 9.1, “Transfer of Partnership Interests,” reads in full: “Any Partner or a Legal Representative of a Partner may sell, transfer, convey, exchange, hypothecate, assign, pledge, encumber or otherwise dispose of in any manner or by any means whatsoever such Partner’s Partnership Interest without the written consent of any other Partner. No transferee of a Partnership Interest shall become a Partner without the prior written consent of the General Partner.”14 Section 9.4 adds two further conditions for admitting a substitute limited partner: a written instrument agreeing to be bound by the agreement, and delivery of the documents the general partner reasonably requires; and it provides that on any such admission “Exhibit I attached hereto shall be appropriately revised by the General Partner.”14

The assignment instruments of 2013 and 2014 do not quote that section; they paraphrase it, and the paraphrase is wider than the text. Each recites “pursuant to Section 9.1 of the Partnership’s Agreement of Limited Partnership dated May 17, 2007, as amended” that a partner may dispose of an interest “without the prior written consent of any other partner, provided however that the transferee of such interest shall become a partner and a substituted limited partner of the Partnership only with the written consent of Black Family GP, LLC, the general partner … and upon such transferee’s assumption of the terms and conditions of the Partnership Agreement.”15 The assumption requirement is in Section 9.4 rather than in Section 9.1, and the words “substituted limited partner” do not appear in Section 9.1 as printed.1415 The recital says the agreement had been amended. The release holds a First Amendment to the agreement, dated December 2009 with the day of the month left blank, whose operative provisions replace Section 5.4, on distributions, and nothing else; Article 9 is not among the sections it touches.16 The difference between Section 9.1 as printed and the recital of it is recorded here and is not resolved. The assignment instruments themselves are governed by New York law.15

The partner schedule

Exhibit I to the agreement is a four-column ruled table headed “Partner,” “Initial Capital,” “Sharing Ratio” and “Date of Admission,” running over four pages and closing “Effective as of May 17, 2007.”511 It lists Black Family GP, LLC as general partner and, as limited partners, Leon D. Black, LBF Holdings, LLC, a series of Judah Investment Trusts, Leon D. Black Investment Trust A, the Black Family 1997 Trust, eight further trusts identified by the family member they are for, and AIF IV Management, Inc.5171811

Read at the image across all four of its pages, two of the four columns are substantially unfilled. In the “Initial Capital” column each partner row carries a bare dollar sign with no figure after it. The “Sharing Ratio” column carries one entry, “N/A,” against AIF IV Management, Inc., and is blank against the other rows. The “Date of Admission” column is completed throughout, giving May 17, 2007 for most partners and June 6, 2007 for several of the trusts.5171811

An address is given for each partner, and for the corporate partners and the trusts administered from the firm it is “Apollo Management, L.P., 9 West 57th Street, New York, New York 10019”, which is the address that later appears on the partnership’s correspondence blocks.51718 Against the trusts on the exhibit’s fourth page the address field carries the bracketed placeholder “[address]” rather than a street.11

Formation and the 2007 Apollo restructuring

The summary sets the partnership inside a sequence of ten numbered steps running from December 2006 to August 2009, and the partnership is the fourth of them.3192021 That desk set indexes the underlying instruments by tab, listing under “STEP IV: FORMATION OF BLACK FAMILY PARTNERS, L.P.” two items dated May 17, 2007: the Agreement of Limited Partnership of the partnership, and the Limited Liability Company Operating Agreement of Black Family GP, LLC.12 That desk set records that instruments of those descriptions existed under those dates; it does not say what any of them provides.

Two of the ten steps put the partnership on the other side of transactions with Apollo’s own holding vehicles. The summary states that on June 7, 2007 “each of the limited partners of BFP contributed interests to BFP” under an assignment and assumption agreement of that date, and sets out what was transferred in a list that opens with five ungrouped items and then continues under five italic headings: the Co-Investors, the Domestic PE Carry Vehicles, the Domestic PE GP Entities, the Offshore PE Carry Vehicles and the Offshore PE GP Entities.2219 Of the following step it states: “During the 2007 Apollo restructuring, BFP assigned, contributed or sold all of the interests it held in the various Apollo entities, except its interests in the Co-Investors and the interest in Apollo Management IV, L.P. contributed to it by AIF IV Management, Inc. BFP also became a limited partner in BRH Holdings, L.P.”19 It records that on June 20, 2007 the partnership “assigned 80.67% of its interest in AMH to APPH”, that is, Apollo Management Holdings, L.P. to AP Professional Holdings, L.P., and that on July 13, 2007 it entered a Contribution, Purchase and Sale Agreement with a list of Apollo holding partnerships, MJR Foundation LLC and Joshua Harris.1920 The passage closes: “BFP then contributed the interest that it held in APPH to BRH and BFP became a limited partner in BRH.”20

Who owned it

Asked by Epstein in 2013 to set out the ownership, Ada Clapp answered from a schedule: “Leon and trusts own their interests in BRH through their ownership in BFP (so BFP is the record owner of 44% of BRH). I have an asset summary from 2/28/13 which lists record ownership of BFP as follows:” and set beneath it a two-word heading, “Percentage Owner,” and five lines.23 As printed on the page, they read 7.2 Leon; 7. LBD 2011 LLC; 4.55 1997 Black Family Trust; 72.2 Black 2006 Family Trust; 9. 2009 GRAT. Two of the five figures are given with a trailing point and no decimal, and the five as printed total 99.95.23

That the percentages were still being settled is recorded elsewhere. A list of open items “As of February 28, 2014” opens its section on the restructuring of family business entities with the partnership, and gives as the first action to be taken: “Confirm each partner’s ownership percentage in BFP and adjust capital accounts to reflect partner contributions and partnership distributions.”24 The second reads: “Revise operating agreement for BFP LP re estate issues and governance simplicity.”24 That was written six years and nine months after the date on the schedule of partners whose capital and sharing-ratio columns the partnership agreement leaves unfilled.524

Interests moved in and out

Partnership interests in the vehicle were the currency of the family’s grantor retained annuity trusts, and the release holds the instruments that moved them.

In one, executed in October 2013, Black “wishes to assign such portion of his Partnership Interest as shall equal a Thirty-Seven and Seventy-Five Hundredths Percent (37.75%) limited partnership interest in the Partnership together with the corresponding portion of the Assignor’s capital account pertaining thereto” to himself as trustee of a trust created under an agreement dated October 25, 2013. The operative clause reads: “The Assignor hereby irrevocably assigns to the Assignee, as a gift and for no consideration, the Assigned Interest.”15 The general partner’s consent follows on the next sheet, in a paragraph reading “The Manager, on behalf of Black Family GP, LLC, the General Partner of Black Family Partners, L.P., hereby consents to the admission of” the trust “as a partner of the Partnership and recognizes” it “as a substituted limited partner with respect to the Assigned Interest as of the date of this Assignment and Assumption Agreement.”25

Instruments running the other way defined what the trust owed. In one executed in January 2014, the trust assigned back to Black an “In-Kind Annuity Interest,” in partial satisfaction of an annuity amount of which a “Cash Distribution” of “Forty-Seven Million Dollars ($47,000,000)” had already been paid, with the balance measured against “the fair market value of a 37.75% limited partnership interest in the Partnership as of October 25, 2013, as determined by Empire Valuation Consultants.”2627

Both instruments carry the same name in the caption on each side of the transaction. On the October 2013 execution page, read at 400 dpi, the day of the month and the month are entered by hand in blue ink in the blanks of the “as of the ___ day of ___, 2013” line, and a blue-ink stroke crosses each of three signature rules, captioned in turn “Leon D. Black, Assignor”; “Leon D. Black, Trustee,” beneath the heading naming the trust as assignee; and “Leon D. Black, Manager,” beneath the heading “Black Family GP, LLC, General Partner.”25 The January 2014 execution page carries its date in machine print rather than by hand, and a pen stroke crosses each of three rules, captioned in turn “Leon D. Black, Trustee,” beneath the heading naming the trust as assignor; “Leon D. Black, Assignee”; and “Leon D. Black, Manager,” beneath the heading “Black Family GP, LLC, General Partner.” One instrument captions its first block Assignor and the other captions its second block Assignee.27

The summary records the same mechanism operating on a larger scale in 2009. Of the termination of the 2007 trusts it states that on June 5, 2009, to repay a $40 million loan taken the previous June, those trusts “paid an amount equal to $15 million to LBF and collectively assigned an aggregate 7.0% limited partnership interest in BFP to LBF as payment in kind,” and then “transferred their remaining limited partnership interests in BFP (an aggregate 7.75% interest) to Leon D. Black instead of making the scheduled annuity payment.”21 Two months later, on August 13, 2009, Black “created a new GRAT to hold a 7.8% limited partnership interest in BFP.”21

What an appraiser said it was worth

Empire Valuation Consultants, LLC wrote to Alan Halperin of Paul, Weiss, Rifkind, Wharton & Garrison LLP on October 12, 2015, over the heading “PRIVATE & CONFIDENTIAL,” opening: “You have requested Empire Valuation Consultants, LLC (‘Empire’) to estimate the fair market value of a 1% limited partnership interest (the ‘Interest’) in Black Family Partners, LP (‘BFP’ or the ‘Partnership’) as of June 3, 2015 (the ‘Valuation Date’) on behalf of your client, Mr. Leon Black (the ‘Client’). It is our understanding that this summary letter will be used by you and the Client for estate planning purposes related to GRAT annuity payments.”28 Under “Valuation Summary” it states: “it is our estimate that the fair market value of a 1% limited partnership interest in Black Family Partners, LP is reasonably stated as $19,700,000, rounded, as of June 3, 2015.”28 The letter says the partnership “has been valued on a going concern basis” and that, the partnership being “closely-held, and thus without a public market for its ownership interests, this appraisal was conducted according to guidelines established by the Internal Revenue Service (‘IRS’) and USPAP.”28

The report’s “Partnership Profile” describes what stood beneath that figure: “As of the Valuation Date, the Partnership’s primary asset was an interest in BRH Holdings LP (‘BRH’). BRH owned 89.17% of AP Professional Holdings LP (‘Holdings’), which held 56.42% of the Apollo Operating Group (‘AOG’) units.” It adds that the partnership was also invested in Apollo co-investment funds and in “additional private investment funds and companies,” and that “BFP has issued multiple promissory notes.”4 On capital it states: “Based on capital account balances available as of the Valuation Date, the Partnership had a capital account balance of $2.42 billion, rounded.” A footnote on the same page qualifies that figure, recording that Tax Receivable Agreement benefits associated with the partnership’s Apollo Operating Group units, and those associated with the July 2007 reorganisation, “do not have a stated book value and are not included in the $2.42 billion total. The value of these assets are included in the valuation section of this report.”4

Appraisals of the partnership were not new in 2015. The 2007-to-2009 summary records Empire valuing a 1% limited partnership interest in the partnership as of June 7, 2007, together with its interests in two Apollo holding partnerships, and again in connection with the 2009 trust, when it valued a 1% interest alongside “92,109,120 units in the Apollo Operating Group.” Of that second exercise the summary states: “92,109,120 units corresponded to BFP’s entire indirect interest in the AOG.”2021

Distributions, borrowing and lending

A trust accounting in the release sets out what the partnership paid to one of its own limited partners. Under “SUMMARY OF TRUST ACCOUNTING INCOME 2007-2012,” the 2006 Black Family Trust records a row headed “Black Family Partners LP” within “Partnership Distributions,” carrying figures of 5,041,180, 14,288,749, 97,064,735 and 82,409,654 in the columns for 2009, 2010, 2011 and 2012, against a total of 198,804,318; the cells in that row under 2007 and 2008 are blank.29

Borrowing from the partnership was one of the options weighed when the family needed cash. On April 14, 2014 Epstein forwarded, with the words “Send to Alan,” a message written the previous day and signed “Best, Eileen,” whose sender address the production covers with a bar. It reads: “In the days of our early GRATs Leon borrowed from the GRAT(documented by promissory notes) and then repaid at time of the annuity payments. If practical, this would be easiest way to address our short term cash need. Please see attached Scenario 1. If not, LB can borrow from Black Family Partners but, as you will see, this prompts an addl distribution from BFP after loan is repaid and cashflow, although ultimately the same, is slower to come to Leon. This is detailed in the second tab on the attached and labeled Scenario 2. … Please just confirm receipt since this is coming from my home email and let me know which route you prefer.”30 The spreadsheet the two scenarios are said to sit in is not part of the document as produced, and which route was taken is not stated on it.30

In Apollo’s agreement among principals

A draft carrying the printed header “PWRW&G LLP Draft 12/20/16” on its cover is headed “AMENDED AND RESTATED AGREEMENT AMONG PRINCIPALS.” Its recital names the parties: “dated as of [____], 2016, among Leon D. Black (‘LB’), Marc J. Rowan (‘MR’), Joshua J. Harris (‘JH’, and together with LB and MR, the ‘Principals’, and each individually, a ‘Principal’), Black Family Partners, L.P., a Delaware limited partnership (‘BFP’), MJR Foundation LLC, a New York limited liability company (‘MJR’), MJH Partners, L.P. a Delaware limited partnership (‘MJH and together with BFP and MJR, the ‘Family Holding Entities’, and each individually, a ‘Family Holding Entity’), AP Professional Holdings, L.P., a Cayman Islands exempted limited partnership (‘Intermediate Holdings’), and BRH Holdings, L.P., a Cayman Islands exempted limited partnership (‘Holdings’).”2 The bracket for the day and month is empty on the page.2 The recitals go on to identify an earlier “Agreement Among Principals, dated as of July 13, 2007” as the prior agreement being amended and restated. That is the same date the 2007-to-2009 summary gives for the Contribution, Purchase and Sale Agreement to which the partnership was a party.219

The draft’s Schedule IV, headed “Permitted Transferees,” gives one entry under “LB Group”: “Black Family Partners, L.P.”10 The corresponding entries for the other two founders’ groups are their own family holding entities.10 So far as this draft goes, the partnership is Leon Black’s counterpart to Marc Rowan’s MJR Foundation LLC and Joshua Harris’s MJH Partners, L.P. This is a draft; the searches described in the note reached no executed version of it.2

Epstein in the partnership’s papers

Epstein asked for the partnership’s internal arithmetic. In a message of March 31, 2013 he wrote: “ada as the priority, please detail ownership of the 94million units of apollo. ie brh. bfp. and the tax allocation in the partnership. entity by entity and how the shares would be deistribuited to”. The sentence ends there, at a solid redaction bar, and the misspelling is in the print.31 The reply, sent the next day over the partnership’s sign-off block, reads: “Some of what you ask below was detailed in the estate flow chart U.S. Trust prepared a few months ago. That chart needs to be revised in light of additional planning/information. I will ask UST to do that but first I want to take a look at the underlying fund documents to confirm/ascertain what exactly happens with each of the interests upon Leon’s death (i.e., are they fully vested on Leon’s death, monetized, etc.). Once I understand what happens to those interests, I can try to figure out the tax implications to the various trusts/ Leon’s estate.”7

The day after that, Ada Clapp wrote to Epstein and to Eileen Alexanderson under the subject “I spoke with Leon about the Memorandum,” reporting that Black wanted three items kept out of the following day’s discussion of a new will and revocable trust: trusts for family members and friends, “[p]lacing a cap on distributions of principal from the Marital Trust,” and “[t]he NY spousal right of election.”32

In 2016 Epstein was the person who conveyed an instruction about who would succeed to the partnership’s general-partner interest. A message from his address, with a header stamped 1 August 2016 at 01:15 UTC, went to Brad Wechsler and Ada Clapp, with a blind copy to a third recipient, and read in full: “leon would like to appoint barry cohen as his sucessor to the gp interest in black family partners.”33

Who wrote in the partnership’s name

Messages in the release carry a printed sign-off block reading “Black Family Partners, L.P.” or “Black Family Partners,” then “c/o Apollo Management,” “9 W 57th Street” and “New York NY 10019,” with the phone and email lines beneath covered by bars on the copies read for this page.789 Three names appear above that block: Ada Clapp, Eileen Alexanderson and Richard Joslin.789 This page takes no view on their roles, which the documents cited here do not state.

Their messages are the ordinary traffic of an office. Clapp asked Epstein for a call under the subject “Are you free for a quick call?”, the whole of the message reading: “I have a 12:05 call with the Trustees. Please let me know.”34 Alexanderson forwarded him a message she had sent the same day, describing him to its recipient in these terms: “we have a friend of Leon’s who has been advising us. He lives in the US Virgin islands a good part of the year and would like to set up video conference capability from there to connect with us at 445 Park Ave. His name is Jeffrey Epstein. His IT person will reach out to you soon. Please coordinate.”8 Joslin raised the cost of the office itself: “I shoudl have brought up on our call - revisiting hte family office structure. Initial discussion was $2MM annual cost. If we consider additional costs (discussed on our call today), even if only a portion, this may make the decision more compelling. This would be a 2014 decision.” Epstein replied: “yes,, again lets put numbers on all.”35

One of Joslin’s messages goes to the partnership’s tax reporting. Writing to Epstein, Alexanderson and Clapp in November 2013, he reported: “Apollo Management IV, LP issued a final K-1 to Leon (BFLP) as of the short year final return for the period ending 4-18-2007. There were no subsequent K-1’s issued to Leon or Black Family Partners from Apollo Management IV, LP. We learned earlier this week that Apollo Management IV, LP issued a final K-1 to AIF IV Management Inc as of April 2007. Per Apollo tax dept.”9 The copy in the release is one Epstein forwarded onward in March 2015, more than a year after it was written.9

Wires

Payments to Southern Trust Company, Inc. made in the partnership’s name, the chart of transactions that records them and the account they came from are set out, with the documents they are sourced to, on Leon Black and on Southern Trust Company, and are not repeated here. A message of April 2014 recording the receipt of two wires, one of them from the partnership, is quoted on Richard Kahn.

Footnotes

  1. “AGREEMENT OF LIMITED PARTNERSHIP OF BLACK FAMILY PARTNERS, L.P., Dated as of May 17, 2007,” first page of the agreement’s text, at position 3 of the run behind a cover sheet and a table of contents. Read at the image. Pins to this run are given by position rather than by the folio the agreement prints on itself, which is the lower of the two where they were compared. https://epstein-data.com/EFTA01088296 p.3. This run carries the partnership agreement at pp.1–37 and, after it, the Limited Liability Company Operating Agreement of Black Family GP, LLC at pp.38–42. The release holds a second copy of the partnership agreement alone, without that operating agreement, at https://epstein-data.com/EFTA01146054 pp.1–37; the extracted text of the two runs differs on every one of those 37 pages, and the quotations here are from the copy pinned. ↩ ↩2 ↩3 ↩4

  2. “AMENDED AND RESTATED AGREEMENT AMONG PRINCIPALS,” a draft carrying the header “PWRW&G LLP Draft 12/20/16” on its cover and the document number US1:10770389v15 in its footer; recitals at p.4. Read at the image, the cover at 600 dpi: that header is machine print, set in the same bold face as the document’s own headings, uniform in stroke weight and sitting on the baseline grid above a printed rule, and there is no ink anywhere on the sheet. The bracket for the day and month in “dated as of [____], 2016” is empty, and there is no execution date on the page. Searched for this page: the title “Amended and Restated Agreement Among Principals” returns pages in two documents of the release, this draft and the blackline of it; the broader “Agreement Among Principals” returns pages in 96 documents, which were not opened; neither search reached an executed version of the 2016 agreement. https://epstein-data.com/EFTA00583332 pp.1, 4. A blacklined version of the same draft, showing it marked against the July 13, 2007 prior agreement, is at https://epstein-data.com/EFTA00808222; its extraction is materially more damaged and the quotation here is from the copy pinned. ↩ ↩2 ↩3 ↩4 ↩5 ↩6

  3. Same Summary, p.3, “Step IV: Formation of Black Family Partners, L.P. (May 17, 2007),” where the section begins and runs on to p.4. Read at the image. https://epstein-data.com/EFTA01127300 p.3. ↩ ↩2 ↩3

  4. Same report, p.3, “Partnership Profile” and its footnotes 2 and 3. Read at the image, which prints the accounting firm’s name as “Raich, Ende, Malter & Co LLP”; the extraction of this page renders it “Matter”. https://epstein-data.com/EFTA01085958 p.3. ↩ ↩2 ↩3 ↩4 ↩5 ↩6

  5. Same agreement, “EXHIBIT I TO AGREEMENT OF LIMITED PARTNERSHIP OF BLACK FAMILY PARTNERS, LP,” first of the exhibit’s four pages. Read at the image: on this page the “Initial Capital” cell of each partner row prints a dollar sign with no figure after it, and the “Sharing Ratio” cells are empty. https://epstein-data.com/EFTA01088296 p.34. ↩ ↩2 ↩3 ↩4 ↩5 ↩6 ↩7

  6. “BLACK FAMILY PARTNERS, L.P. — SUMMARY AND TIMELINE (the ‘Summary’),” 9 pages of text with a blank tenth, document number US1:8266048v1, undated on its face and describing events to August 2009. Read at the image: a photographed page, with binder punch marks in the left margin. https://epstein-data.com/EFTA01127300 p.1. The release holds a second copy at https://epstein-data.com/EFTA01144684 whose extracted text matches this one page for page; the quotations here are from the copy pinned. ↩ ↩2

  7. Ada Clapp to Jeffrey Epstein, copied to Eileen Alexanderson, April 1, 2013. Read at the image; the correspondence address quoted on this page is read from the sign-off block on this copy, whose contact lines are covered by bars. https://epstein-data.com/EFTA02033086 p.1. ↩ ↩2 ↩3 ↩4

  8. Eileen Alexanderson to Jeffrey Epstein, December 10, 2013, subject “fyi,” forwarding a message she had sent the same day under the subject “videoconf.” Read at the image: the quotation begins after the salutation, which names the recipient, and he is not identified here. The forward’s top “Sent” field and the forwarded message’s own stamp differ by five hours, which is the Eastern offset, so no interval between them is asserted. https://epstein-data.com/EFTA01755567 p.1. ↩ ↩2 ↩3 ↩4

  9. Richard Joslin to Jeffrey Epstein, Eileen Alexanderson and Ada Clapp, November 27, 2013, subject “non-economic interest - AIF Management IV LP,” as forwarded onward by Epstein to three recipients, who are not listed here, under the RFC date header “Wed, 04 Mar 2015 10:00:29 +0000.” Read at the image; the sign-off block on this copy gives the partnership’s name and its care-of address, and its contact lines are covered by a bar. The message’s subject line and its body give the Apollo entity’s name in two different forms and neither is corrected here. https://epstein-data.com/EFTA00863086 p.1. ↩ ↩2 ↩3 ↩4 ↩5

  10. Same draft, “SCHEDULE IV — Permitted Transferees.” https://epstein-data.com/EFTA00583332 p.49. ↩ ↩2 ↩3

  11. Same exhibit, its printed “Page 4,” closing “Effective as of May 17, 2007.” Read at the image: this is the page carrying the “N/A” in the Sharing Ratio column against AIF IV Management, Inc., and the bracketed “[address]” placeholder in the partner column. https://epstein-data.com/EFTA01088296 p.37. ↩ ↩2 ↩3 ↩4 ↩5

  12. “DESK SET — BLACK FAMILY PARTNERS, L.P. — OWNERSHIP HISTORY — 2006 – 2009 — PREPARED: NOVEMBER 2012 — PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP,” cover at p.1 and documents index at pp.2–8. This is an index of a file: one line per instrument, with a tab letter or number against each and leader dots between. It is cited here for what it lists and for nothing the listed instruments say. Read at the image at pp.1, 3 and 5: the index has two columns headed “DOCUMENT” and “TAB”; its first section is “SUMMARY” against the tab letter I, and the item “Steps Summary and Timeline” beneath it carries the tab letter B; “STEP IV: FORMATION OF BLACK FAMILY PARTNERS, L.P.” with its two May 17, 2007 items is at p.5. https://epstein-data.com/EFTA00589418 pp.1, 3, 5. A second copy of the same desk set is at https://epstein-data.com/EFTA01187334. ↩ ↩2

  13. Same Summary, p.4, carrying the remainder of the sentence listing the limited partners. Read at the image: the list names four trusts by the beneficiary they are for, and those names are not reproduced on this page. https://epstein-data.com/EFTA01127300 p.4. ↩

  14. Same agreement, Article 9, at position 14 of the run and carrying the printed folio 12. Read at the image. https://epstein-data.com/EFTA01088296 p.14. ↩ ↩2 ↩3

  15. “Black Family Partners, L.P. — ASSIGNMENT AND ASSUMPTION AGREEMENT,” Leon D. Black as assignor, document number US1:8982284v1. Read at the image: a clean printed sheet with no manuscript entry and no redaction on it. https://epstein-data.com/EFTA00603467 p.1. A second copy of the same instrument is at https://epstein-data.com/EFTA01182835 p.1, whose extraction renders “Black Family Partners, L.P.” as “Black Family Partners, M.”; the quotations here are from the copy pinned. ↩ ↩2 ↩3 ↩4

  16. “FIRST AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT OF BLACK FAMILY PARTNERS, L.P.,” seven pages, opening “This First Amendment dated December ____, 2009 (this ‘Amendment’), by BLACK FAMILY GP, LLC, as general partner (the ‘General Partner’), to the Limited Partnership Agreement of Black Family Partners, L.P. (the ‘Original Agreement’), dated as of May 17, 2007.” Read at the image at 400 dpi: pp.1, 2, 3 and 7 for the text set out below, and pp.4 to 6 for the signature blocks. On p.1 the day of the month is a printed blank rule with nothing written on it, and the extraction of that page drops the rule and runs the month into the year. The operative text is all on that page: it reads “The General Partner hereby amends the Original Agreement by replacing Section 5.4 with the following:” and sets out a section headed “5.4 Distributions” providing among other things that “Distributions shall be shared among the Partners in accordance with their respective Sharing Ratios.” The second and last operative clause reads “The above amendment shall be effective immediately.” Article 9 appears nowhere on the sheet. Recital 3 reads “Section 12.1 of the Original Agreement provides that the Original Agreement may be amended only with the unanimous agreement of all of the Partners.” Pages 2 to 7 carry signature blocks, under the words “IN WITNESS WHEREOF, the Partners have executed this Amendment as of the date first written above,” which are printed on page 2, with ink strokes crossing the printed rules; the trust captions on them name the family members the trusts are for, and those names are not reproduced on this page. Pages 4 to 6 were read in the extracted text only, where they carry signature captions and no operative text. https://epstein-data.com/EFTA01088338 pp.1, 2, 3, 7. The first sheet of this run carries the production stamp EFTA01088338; the last sheet of the partnership-agreement run pinned above carries the production stamp EFTA01088337. Both were read at the image. The release holds a second copy at https://epstein-data.com/EFTA02725240, whose extracted first page differs from this one only in how the document number in the footer is rendered; the quotations here are from the copy pinned. ↩

  17. Same exhibit, its printed “Page 2.” Read at the image, on which the same two columns are unfilled. https://epstein-data.com/EFTA01088296 p.35. ↩ ↩2 ↩3

  18. Same exhibit, its printed “Page 3.” Read at the image, on which the same two columns are unfilled. https://epstein-data.com/EFTA01088296 p.36. ↩ ↩2 ↩3

  19. Same Summary, p.6, “Step VII: Apollo Restructuring (June and July 2007),” and the close of Step VI above it. Read at the image, which prints “BFP assigned, contributed or sold”; the extracted text of this page renders those first three letters as “DPP”. https://epstein-data.com/EFTA01127300 p.6. ↩ ↩2 ↩3 ↩4 ↩5

  20. Same Summary, p.7, continuing the Contribution Agreement paragraph from p.6 and carrying the June 2007 Empire valuations and Step VIII. Read at the image. https://epstein-data.com/EFTA01127300 p.7. ↩ ↩2 ↩3 ↩4

  21. Same Summary, p.8, closing Step IX and carrying “Step X: Creation of the 2009 GRAT (August 13, 2009).” Read at the image. https://epstein-data.com/EFTA01127300 p.8. ↩ ↩2 ↩3 ↩4

  22. Same Summary, p.5, “Step VI: Assignment of Certain Interests from Limited Partners to BFP (June 7, 2007),” where the section and its list begin. Read at the image. https://epstein-data.com/EFTA01127300 p.5. ↩

  23. Ada Clapp to Jeffrey Epstein, copied to Eileen Alexanderson, May 23, 2013, answering a message of the same date. Read at the image: the five ownership lines are set out one to a line with the figure first, and the figures are as reproduced, including the two given with a trailing point; the sender’s phone and email lines and the copied recipient’s address are covered by bars. The top-of-message “Sent” field carries no time zone and no clock time is taken from it here. https://epstein-data.com/EFTA02006127 p.1. ↩ ↩2

  24. “OPEN ITEMS LIST — As of February 28, 2014,” a ruled table in three columns headed “ACTION TO BE TAKEN,” “RESPONSIBLE PARTY” and “TIMING/STATUS,” the partnership being item T(A). Read at the image at 400 dpi: the responsible-party cells on this page carry abbreviated names and other short forms, none of which is expanded here, and the TIMING/STATUS cell is blank against each of the six action rows on the page. https://epstein-data.com/EFTA01114126 p.9. ↩ ↩2 ↩3

  25. Same instrument, execution page, carrying the general partner’s consent. Read at the image at 400 dpi: the day ordinal and the month in “as of the 25th day of October, 2013” are entered in blue ink on the printed rules, varying in stroke weight and sitting off the print’s baseline, and matching the ink of the three signature strokes on the same sheet; the extraction of this page renders that entry “2.5th- day of OCA5”. https://epstein-data.com/EFTA00603467 p.2. ↩ ↩2

  26. “Black Family Partners, L.P. — ASSIGNMENT AND ASSUMPTION AGREEMENT,” the trust as assignor and Leon D. Black as assignee, reciting the annuity amount and the in-kind annuity interest, document number US1:9147319v2. Read at the image. https://epstein-data.com/EFTA00591094 p.1. ↩

  27. Same instrument, p.2, carrying the definitions of “Cash Distribution” and “Funding Amount” and the execution page. Read at the image: the execution date is machine-printed on this sheet, not entered by hand, and a pen stroke crosses each of the three signature rules. https://epstein-data.com/EFTA00591094 p.2. ↩ ↩2

  28. Empire Valuation Consultants, LLC to Alan Halperin, Paul, Weiss, Rifkind, Wharton & Garrison LLP, October 12, 2015, “PRIVATE & CONFIDENTIAL,” first page of a 108-page report. Read at the image: the firm’s own telephone number in the letterhead footer is covered by a bar and is not reproduced. https://epstein-data.com/EFTA01085958 p.1. ↩ ↩2 ↩3

  29. “2006 BLACK FAMILY TRUST — SUMMARY OF TRUST ACCOUNTING INCOME — 2007-2012,” first page of a 59-page trust accounting. Read at the image at 400 dpi, which is where the column years were settled: the extracted text of this page prints the year headings as a block at the head of the sheet but emits the Black Family Partners LP row as four bare figures, with nothing marking the two empty cells, so the years cannot be assigned to the figures from it. https://epstein-data.com/EFTA02725304 p.1. ↩

  30. Jeffrey Epstein, forwarding a message of Sunday, April 13, 2014, under the subject “Re: tax proforma.” Read at the image: the sender address of the quoted message is covered by a bar, so the writer is identified on the document by the sign-off “Best, Eileen” and by nothing else, and no surname is supplied here; a further region in the addressee line is likewise covered, and the sheet does not establish whether it conceals a second addressee or the address of the one already named there. The forward’s “Sent” field carries no time zone and no clock time is taken from it, and the ellipsis in the quotation omits one sentence of the message that gives a clock time with no zone on it. https://epstein-data.com/EFTA01927326 p.1. ↩ ↩2

  31. Jeffrey Epstein, message of March 31, 2013, quoted beneath the reply to it. Read at the image: the sentence ends at a solid black bar after the words “deistribuited to,” and the extraction of this page closes that gap and prints no marker for it. https://epstein-data.com/EFTA02033086 p.2, which carries its own production stamp EFTA02033087. ↩

  32. Ada Clapp to Jeffrey Epstein and Eileen Alexanderson, April 2, 2013, subject “I spoke with Leon about the Memorandum.” Read at the image; the sign-off block on this copy gives the partnership’s name and “c/o Apollo Management,” and the lines beneath it are covered by a bar. The message names two further people by forename alone and they are not identified here. https://epstein-data.com/EFTA02032296 p.1. ↩

  33. Jeffrey Epstein to Brad Wechsler and Ada Clapp, blind copy to a third recipient who is not named here, carrying the RFC date header “Mon, 01 Aug 2016 01:15:26 +0000”; the time given on this page is that header’s, in UTC as it states. Read at the image: the recipients’ email addresses are covered by bars, and the quoted sentence is the whole of the message body. https://epstein-data.com/EFTA00823024 p.1. ↩

  34. Ada Clapp to Jeffrey Epstein, subject “Are you free for a quick call?” Read at the image, which prints the date as Tuesday, October 22, 2013; the extraction of this page loses the date and time from the “Sent” field. https://epstein-data.com/EFTA01755437 p.1. ↩

  35. Richard Joslin to Jeffrey Epstein, December 6, 2013, subject “Re: Family office structure,” with Epstein’s reply above it. The spellings are as printed. https://epstein-data.com/EFTA01943732 p.1. ↩

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