Epstein Secrets

acquired by the Corporate Value Fund in the market or (ii) Hudson Bay Capital's analysis indicates that the Transaction Price agreed to between the Target and the Acquiror, is below the Fair Value that Hudson Bay Capital believes is likely to be determined in an Appraisal Proceeding. The Corporate Va

nd a position established, Hudson Bay Capital may seek to "perfect" the Corporate Value Fund's right to be granted an appraisal of its shares in the Target. Hudson Bay Capital will base its determination of which Targets to select on Hudson Bay Capital's analysis of its legal rights, as well as the eco

(ii) Hudson Bay Capital's analysis indicates that the Transaction Price agreed to between the Target and the Acquiror, is below the Fair Value that Hudson Bay Capital believes is likely to be determined in an Appraisal Proceeding. The Corporate Value Fund will generally not invest in Corporate Events that have no

uirors typically are only interested in settling with all dissenting shareholders. Acquisition Premiums When an Acquiror merges with or purchases a Target, the Acquiror typically offers a substantial premium over the market value of the Target's equity at the time the transaction is announced. This pr

e Value Fund by the limited partner, in whole or in part (without reduction for any related taxes or accrual of any interest thereon). Inability of Hudson Bay Capital to Control Corporate Event Outcomes Numerous investors may invest in the same Corporate Event, and such investors, including Other Accounts, may ha

sks Limited Availability of Corporate Event Investments As Corporate Events are generally transacted at a price agreed at arm's length between the Target and the Acquiror, the number of such Corporate Events in which Hudson Bay Capital identifies a material disparity between the Transaction Price and

d not invest more than 25% of the Capital Commitments in any given Corporate Event without the consent of the Institutional Investor, may result in Hudson Bay Capital not being able to invest all of the capital commitments. Non-Consummation Risk The Strategy — like many other "event driven" strategies - is subje

gy because of the often precise and detailed analysis needed to determine whether the Transaction Price — which has, after all, been accepted by the Target's management — is meaningfully below Fair Value. Once the Fund is committed to an Appraisal Proceeding, the Corporate Value Fund will hold an effe

Expedited Transactions The opportunity for the Corporate Value Fund to participate in any given Corporate Event will typically be short-lived, and Hudson Bay Capital may be forced to make investment decisions on an expedited basis. The risk to the Corporate Value Fund of Hudson Bay Capital making expedited inves

applicable Corporate Event and Appraisal Proceeding. The Acquirors in Corporate Events can be expected to have done extensive due diligence on the Target — substantially more than Hudson Bay 76 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0084860 CONFIDENTIAL SONY GM_00231044 EFTA0138

relationships between derivatives and the instruments underlying such derivatives may diverge unexpectedly, resulting in losses. Short Sales Risk Hudson Bay Capital will cause the Corporate Value Fund to engage in short selling. A short sale is effected by selling a security that the Corporate Value Fund does no

ing to Appraisal Proceedings — i.e., prevention of the oppression of minority shareholders (not providing profits to speculators which invest in the Target solely with the objective of profiting from the Appraisal Proceeding). This scrutiny and adverse publicity could result in changes in law in a numb

te accrued on Appraisal Proceeding awards, which would correspondingly reduce the Strategy's profit potential. Dyferent Legal Protections Although Hudson Bay Capital expects that the bulk of the Corporate Value Fund's Investments will be in Targets/Acquirors subject to Delaware Law, a number may not be. The laws