Subject: Gen Ziv - Global Risk Fund discussion & follow up
From: "Neil Callahan" <[email-masked]>
To: "'Devon Archer'" <[email-masked]>, "'Robert Mitchell'" <[email-masked]>, "'Jay Rouse'" <[email-masked]>
Cc: "'Hunter Biden'" <[email-masked]>
Date: Tue, 12 Oct 2010 00:22:53 -0400

Guys,

Great job today gentlemen.  What an amazing opportunity in hand.

First off, Devon you were f-ing amazing today on very little prep.  You took
them to school today in a very sharp and respectful way.  And the casting
was perfect with Rob on your right and Jay on your left and me stage right
in the peanut gallery.  

Jay was clearly on a level playing field with Ziv, the many bear hugs, arm
punching and private discussions did not go unnoticed.

Rob and Ziv clearly connected on a level and chatted about things that I
don't think any of us really want to know about, except for maybe Heinz.  I
wonder if Ziv has a challenge coin?

The Finance/Investing (Devon/Chris) and the International Political
Risk/Influence (Hunter/Jay/Chris/Rob) is potent approach/pitch/offering - we
only need to get it right a few times to have it pay off in spades.

I'll recap from my point of view so we are on the same page and Hunter get's
the run down.

Attendees:

Jay, Rob, Neil, Devon from RSP

Gen Ziv, David - his Biz Dev guy trying to raise a $400m PE emerging markets
fund, Rebecca - his Energy deal person looking to put energy deals together
focusing on Columbia, and an older gentleman who was General Ziv investment
advisor emeritus.

Key topics:

-          Gen Ziv is continuing to operate his security business but it
seems that is will be folded into Elbit over time

-          Ziv and team are very focused on raising a PE fund where they can
leverage their relationships in the region to invest in opportunities in
countries like Columbia, Peru, etc.

-          Their team has been exploring a traditional blind pool structure
with typical terms but do not seem to have much detail around a plan or any
experience on how to really go and make it happen

-          Devon took them through the Rosemont experience and the Torch
Hill experience and the formula of starting with SPVs in the space whether
controlling or not and proving the model with key investors and leverage
that track record into a fund strategy like Rosemont and Torch Hill did

-          We discuss Energy as being a logical place where deals will start
to happen and they were very interested in the Iberdrola deals we have been
entertaining.  That gave us a lot of knowledge and credibility with their
lead on Energy, Rebecca.

-          We discussed the "Global Risk Fund" thesis of how to if you can
know the Political Risk of a country and are able to manage that risk
through strong relationships and influence in that country you can capture
the higher returns in the non-domestic / emerging market that are more
attractive than the US market - if political risk can be managed effectively
over the long term.  Especially on long term investments like
infrastructure, energy, telecom, etc - 10-20 year type payouts.

-          We also talked about DBT and re-selling product in South America,
Gen Ziv said "we have our ways" to help get that done

Next Steps:

1.       PE Fund Strategy Development

a.       We have an opportunity to develop a joint fund with these folks in
the next 6 months

b.      We help structure the strategy and path, we both raise initial
capital, and we leverage Gen Ziv's and Jay one two punch in the region as
our Political Risk and Influence powerhouse, and potentially with a bit of
RSA sprinkled in to boot

c.       We need to work with David to define the approach, strategy and
develop joint terms, we may need to head to Europe or Israel to work this
make progress and drive the opportunity

2.       SPV Deal - Energy

a.       Their team is already picking Energy and a sector to focus on by
their hiring of Rebecca, an experience Energy development and deal person.

b.      Interestingly enough, she mention she had experience "buying
Political Risk Insurance" for deal in Peru and how hard that was to get.

c.       She was very interesting the types of deals we have been
entertaining with Iberdrola

d.      We should meet with her to understand her deal flow pipeline and who
she is talking with and identify an initial project in Columbia to build and
SPV around (perhaps a privatization of an asset or rolling up some private
assets, etc.)

3.       Body Armor re-selling

a.       Gen Ziv mentioned a former director of his company that is the
right partner for this in South America

b.      We are going to meet him at AUSA conference in DC (10/25-10/27)
http://www.ausa.org/meetings/2010/annualmeeting/Pages/default.aspx

c.       DBT will work on having an understanding of a reseller agreement in
place going into AUSA.

Bottom Line:

1.       Services revenue

a.       We should look to identify joint projects where we can work on
projects and generate fees as well as learn the market and develop potential
deal pipeline (ala our current RSP model)

2.       Joint PE Global Risk Fund Development

a.       We have the opportunity to propose a joint fund where we design the
strategy, help raise the capital and help deploy our and their expertise in
region, beginning with Columbia

3.       Distribution and re-seller agreements

a.       We can develop direct and indirect relationships with Ziv and
network to re-sell product and services of RSP interests (DBT) but also to
other potentially suppliers looking to sell into the region and the security
and defense space within Ziv's foot print.

Let me know if I have captured everything and the way you recall.  We can
clarify on the call tomorrow as well as develop specific next steps,
responsibilities and timeline.

I send out a calendar item for a call tomorrow from 1-2pm Dial in (202)
446-0483 Pass code: 333188#

Again - great job across the board today.  And thanks for dedicating your
Columbus day to this - a bit ironic in that we are talking about the next
evolution of the country that was named after him . . . 

Best,

Neil

----------------------------------------------------------------------------
--------------

Neil Callahan

Rosemont Seneca

401 Greenwich Street, Suite 400 | New York NY 10013 | 212-933-9965 |
212-796-4037

1010 Wisconsin Avenue, Suite 705 | Washington DC 20007 | 202-333-1880

917-945-9516 (mobile) 

866-749-8879  (fax)