Subject: BHR Hanson and Dickson
From: "James Bulger" <[email-masked]>
To: "Devon Archer" <[email-masked]>, "Hunter Biden" <[email-masked]>
Date: Mon, 23 Mar 2015 17:21:06 -0400

Gentlemen,

I am sending you this brief note about the car parts manufacturer, code
named the Hanson (AVIC is co-investor) deal in order for you to get an
understanding of how I think we "might" help BHR management.

During our call with Xin today (which neither Jonathan nor anyone else from
BHR besides Xin joined) we learned that BHR/AVIC lost the Dickson bid to a
Japanese firm. If you recall this was a bid on another auto parts
manufacturer that BHR was very keen on winning. We've been briefed for
months about how the Dickson deal was coming along and, when I've had a
chance, I've volunteered the American sides' assistance in order to help
with that deal. This was often met with nods and words of approval by the
BHR team but no real effort was made to seek our help. Well when we stopped
hearing about this deal recently I feared the worst and now today we have
had it confirmed by a subordinate of Jonathan's in an off-handed comment on
a conference call that our bid was not accepted and that the deal had
died...

Unfortunately this pattern of behavior is more of the same from the BHR
side.

Now I point that out just because, while BHR lost the Dickson deal, there
is another auto-parts deal that is ongoing and that is the Hanson project.
We learned today on the phone call that the final binding offer on the
Hanson deal is due on April 6th and three other competitors remain. Xin
believed this project could close as early as May if our bid was accepted.
Xin also mentioned that AVIC is very keen on winning the Hanson deal
especially since we lost the Dickson bid.

During previous calls and meetings in Beijing I learned that Xinzhong has
been working on this deal and he has spent weeks in Detroit with the AVIC
team reviewing documents and interviewing Hanson executives generally
conducting DD.

I have tried many times to get information regarding this project, but in
true Chinese fashion information is not readily shared with us. This
despite the fact that the seller is based in the USA and that the bidding
process is being conducted by the seller's investment bank whom we might
have direct connections to. However, this is a very large deal in dollar
terms and after the SINOPEC snafu closing a large deal in April would be
very beneficial to BHR.

The seller is based in the Detroit area. At this time in the process it
might be too late to help BHR from the US side particularly in light of the
fact that there is a bidding process being conducted by an Investment Bank
on behalf of the seller.

It is my belief that I and perhaps one or both of you might still be able
to assist in the process. For example, having a large Chinese entity such
as AVIC trying to purchase a large manufacturing entity in the US might be
disconcerting to local stakeholders such as Unions and local elected
officials concerned about job losses to an overseas buyer. In order to
mitigate such valid concerns it would be wise for me to meet local elected
officials (through SLLF contacts) and brief them on our plans for the
business post purchase. At the very least having us associated with the
buyer would help allay some fears in the mind of the seller and other stake
holders. Consider for a moment that one of the other 3 bidders is a US
based company. It is plausible then that they are prodding the seller to
stay onshore etc..... The other 3 bidders have not been disclosed to me and
yes I have asked in the past for their names. Perhaps there is a consultant
hired by Hanson on the Federal level, if there is such a consultant then
perhaps he is friendly and perhaps he should be made aware we all are
stakeholders in this endeavor, that would be good information for Hanson
(the seller) to have in hand.

One of BHR's strong points is that we have excellent partners/owners in the
US. Here we have a situation where BHR coupled with AVIC is bidding to buy
a large US based firm and the US based owners/ Board members of BHR are
kept in the dark.

I believe we could have helped a company we OWN win a significant piece of
business. Perhaps it is too late in the process, and maybe BHR management
has a very good reason for not involving any of us in the process but here
are a few final thoughts to consider:

#1. I don't know how the deal is structured so I don't even know how BHR
gets compensated. Clearly our Fund is not fully funded so we likely will
not invest alongside AVIC, unless of course this is a deal where if we win
it Gouxin would come into our fund as a large LP.

#2.  I'm pretty sure Lazard is acting as the BHR /AVIC banking consultant.
I know you guys have relationships over at Lazard. I think Lazard would be
wise enough to know how, or if we as individuals, might be able to assist
in this process. Do you think it might be wise to speak to someone at
Lazard? With the full knowledge of Jonathan and management of course, not
looking to upset the apple cart here. Lazard should at least be made aware
that we have an interest in helping.

#3.  Without seeing a budget and projections from Management I have no way
to determine what fee etc.... This Hanson deal actually means to BHR.
Clearly though a win is a win, and Burnham for instance, would be happy to
mention a win other than SINOPEC while they are out fundraising.

I hope you take the time to read my note. I am using this deal as an
example of how our management team needs to open up the communications.
There is no excuse for the 3 of us not to be involved at some level in the
Hanson project. We own BHR, furthermore we want it to succeed as much as
anyone. The BHR management team has kept us in the dark.  It troubles me
that the management team at BHR never asked for our thoughts, advice or
insight while chasing a buy out of a very large US firm.

I suggest that we all have a call about this before the BHR conference call
on Wednesday so that we can make sure that we as Americans are all on the
same page. Let me know when you guys are free.

Thanks,
Jimmy

-- 
James J. Bulger
Chairman
Thornton Group LLC
14 Beacon Street, Suite 804A
Boston, MA 02108
Office tel: 617.248.944