EFTA02492224

From: jeffrey E. <jeevacation@gmail.com> Sent: Monday, August 17, 2015 3:09 PM To: Gianni Serazzi Subject: Re: it could be debt , there are many alternatives =C2 theory, concpet is that she needs to be first in line to=get her money back . after a reasonable period of time On Mon, Aug 17, 2015 =t 10:48 AM, Gianni Serazzi <serazzig@gmail.com <mailto:serazzi=@gmail.com» wrote: =blockquote class="gmail_quote" style="margin:0 0 0.8ex;border-left:lp= tIccc solid;padding•left:lex"> For the italian company I t=ink it will be difficult. Giancarlo is the Director of the company and I n=ed him to remain it. If I have 80% he would probably still do it, if I hav= 50% even for a few years I don't think he will accept. There are also=other legal implications I will look into. On the Frenc= company it's much easier as it's a virgin structure and we could =et it up so that we can see 100% of the invoicing done there separate from=ltaly. Thx On Mon, Aug 17, 2015 at 2:53 PM, je=frey E. <jeevacation@gmail.com <mailtoleevacation@gmail.com» wrote: the speratation is somewhat artificial, =C2 so i think it would be probematic. On Mon, Aug 17, 2015 at 12:41 AM, jeffrey =. <jeevacation@gmail.com <mailto:jeevacation@gmail.com» wrote: I think svetlana might want to invest 800 e.= in return she should receive 50 percent of the co. but you wo=ld have the right to buy back half of her position anytime in the next thr=e years for 800 e. . in essence leaving you with 75 % af=er she had her money back, as hers is the most at risk, since the p=ojections have been off dramatically, On Sun, Aug 16, 2015 at 11:32 A=, Gianni Serazzi < wrote: Thank you for your support I agre= that the situation was degenerating from last summer. I had to wait to in=ervene as I was still in the group and I wanted in any case to get Giancar=o's shares back in case things went bad. I am now sure I will fix it</=iv> You have a clear situation in front of you, how wou=d you structure it the best? Thx EFTA_R1_01614789 EFTA02492224 On Sun, Aug 16, 2015 at 3:21 PM, je=frey E. <jeevacation@gmail.com <mailto:jeevacation@gmail.com> > wrote: understood, as you are well aware, =the structures could range from a secured loan to biz and you person=lly . security could not be subject to litigation. =C2 ex. structured so the burden is on you . not the lender. the s=cuirty is transferred on closing and you get it back when money is repaid.=not the reverse, . i see that the decline is over a year old.=C2 as you say re jean carlo, but obvious by nov. of 14, =AO , we are now sept 15. I only see numbers , not mother=C2 or im sure a wide range of jean carlos excuses. On Sun, Aug=16, 2015 at 8:48 AM, Gianni Serazzi w=ote: I understand and I t=ank you for your consideration. The 800 will go to cover net working capital coming from growth and to get =ne final director for the print division. Of the other 3 directors one is =erforming really well and the other 2 I just brought them over to these po=itions in July. If just one of them makes it we will be at 600k profit. Ab=ut 150-200k need to go to Paris to bring in a strong team and finance net =orking capital. As per the forecast vs actual you see very clearly the deter=oration coming in the summer of 2014. Giancarlo started spending 2 days in=the agency, fired the director and then dealt with the problems of h=s mother. I am confident that I will put it again on the right track. Not =asy but we will become as strong as fashion. G On Aug 16, 2015 2:33 PM, "Jeffrey E." =Itjeevacation@=mail.com <mailto:jeevacation@gmail.com» wrote: all the agencies , now sell for roughly 50 - 60=perecent of revenue, used to be 100 -125%. no valu= admitteldy to contingent case recovery, which could/ should be out=of the deal. ie you keep it . . where does t=e 800 go, ? if it is to factor receivables. . one thing=C2 if it is to buy bookers. another, very aggressive , prio= projections are a big neg factor. in valuations. very big. =AO.. some months are off by hundreds of percent.. not good. . =AO I would like you to make a lot of money on your deal. =C2 so ownership , is not relevant getting the 800 bac= with security woudl be the issue, On Sun, Aug 16, 2015 at 3:10 AM, Gianni S=razzi <mailto: > wrote: I think your consideration is accurate. On top of it you should factor in -800k would go entirely into the company so that should be added as post mo=ey valuation -on top what is the value of new management (myself) coming in at zero sala=y? If we use market valuation that's quite an asset -I only count the cash once we have it, however we have a lawsuit going on =ith QVC the big client lost that stole our models internalizing them that =he lawyer says will pay minimum 300k and max 800k within 1 to 2 years 2 EFTA_R1_01614790 EFTA02492225 -also please remember that it's written Ebitda but it's cash generation pure and simple Adding these aspects it brings you to the 4m post money valu=tion that I honestly believe to be a fair value if I were sitting on the other side of the table Thx 6 On Aug 16, 2015 5:03 AM, "Jeffrey E." =Itjeevacation@=mail.com <mailto:jeevacation@gmail.com» wrote: ive looked carefully at the bad projections and the c=rrent numbers only ebitda. it looks as if the valu= and comps only give it a 1.5--2.2 value .. =br>-- =please note The information contained in this communication is =onfidential, may be attorney-client privileged, may constitute inside i=formation, and is intended only for the use of the addressee. It is the=property of JEE Unauthorized use, disclosure or copying of this c=mmunication or any part thereof is strictly prohibited and may be unlaw=ul. If you have received this communication in error, please notify us =mmediately by return e-mail or by e-mail to jeevacation@gmail.com <mailto:jeevacati=n@gmail.com> , and destroy t=is communication and all copies thereof, including all attachments. cop=right -all rights reserved =C2 please note The informat=on contained in this communication is confidential, may be attorney-cli=nt privileged, may constitute inside information, and is intended only =or the use of the addressee. It is the property of JEE Unauthoriz=d use, disclosure or copying of this communication or any part thereof =s strictly prohibited and may be unlawful. If you have received this 3 EFTA_R1_01614791 EFTA02492226 return e-mail o= by e-mail to j=evacation@gmail.com <mailto:jeevacation@gmail.com> , and destroy this communication and all copies =hereof, including all attachments. copyright -all rights reserved </=iv> =C2 please note The informat=on contained in this communication is confidential, may be attorney-cli=nt privileged, may constitute inside information, and is intended only =or the use of the addressee. It is the property of JEE Unauthoriz=d use, disclosure or copying of this communication or any part thereof =s strictly prohibited and may be unlawful. If you have received this return e-mail o= by e-mail to j=evacation@gmail.com <mailto:jeevacation@gmail.com> , and destroy this communication and all copies =hereof, including all attachments. copyright -all rights reserved </=iv> please note Th= information contained in this communication is confidential, may be at=orney-client privileged, may constitute inside information, and is inte=ded only for the use of the addressee. It is the property of JEE =nauthorized use, disclosure or copying of this communication or any par= thereof is strictly prohibited and may be unlawful. If you have receiv=d this communication in error, please notify us immediately by retur= e-mail or by e-mail to jeevacation@gmail.com <mailto:jeevacation@gmail.com> , and destroy this communication and a=I copies thereof, including all attachments. copyright -all rights rese=ved 4 EFTA_R1_01614792 EFTA02492227 please =ote The information contained in this communication is confiden=ial, may be attorney-client privileged, may constitute inside informati=n, and is intended only for the use of the addressee. It is the propert= of JEE Unauthorized use, disclosure or copying of this communica=ion or any part thereof is strictly prohibited and may be unlawful. If =ou have received this communication in error, please notify us immediat=ly by return e-mail or by e-mail to jeevacation@gmail.com <mailto:jeevacation@gmail=com> , and destroy this comm=nication and all copies thereof, including all attachments. copyright -=11 rights reserved 5 EFTA_R1_01614793 EFTA02492228