Subject: Re: BHR Hanson and Dickson
From: "Devon Archer" <[email-masked]>
To: "James Bulger" <[email-masked]>
Cc: "Hunter Biden" <[email-masked]>
Date: Tue, 24 Mar 2015 12:00:47 +0000

Me as well.

Devon D. Archer
646 436 3745

On Mar 24, 2015, at 7:51 AM, James Bulger <[email-masked]<mailto:[email-masked]>> wrote:

Free any time after. 2 today.

On Tuesday, March 24, 2015, Hunter Biden <[email-masked]<mailto:[email-masked]>> wrote:
Let me know a good time for tomorrow.

RHB
202.333.1880

On Mar 23, 2015, at 5:07 PM, James Bulger <[email-masked]<javascript:_e(%7B%7D,'cvml',[email-masked]');>> wrote:

Hunter

I am concerned about what happens if we win the Hanson deal  Saw no sense in prematurely ringing the alarm in light of the fact we still I have no knowledge of exactly what a success means here to BHR.

We have a problem with Jonathan and his team on a number of fronts

A fix is not easy but if we hope to get BHR moving forward we had better get a plan in place.

Do you guys have time for a call before Wednesday mornings Aleris call? I know you are both out of town but a half hour call prior to our next conversation with BHR would help us handle the Aleris call . Lay some ground rules down for the crew in Beijing

You guys have time tomorrow for a quick chat?
Jimmy

On Monday, March 23, 2015, Hunter Biden <[email-masked]<javascript:_e(%7B%7D,'cvml',[email-masked]');>> wrote:
Jimmy-
I couldn't agree more. What I don't understand is why they wouldn't want us directly involved. I understand after 10 years of this the cultural differences blah, blah... But, in this case it defies all reason and logic. It's almost as if they are trying to keep us away from the deal. After our last board meeting where we expressly asked to be included I followed up with emails asking for information about the company to see if we had any connections to the board etc... And heard nothing. Another concern is that they do buy a US company and offshore it and we are caught blindsided by negative press. Anyway- we have to begin to change their behavior for this to work.

RHB
202.333.1880

On Mar 23, 2015, at 3:21 PM, James Bulger <[email-masked]> wrote:

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: 617.248.9440

--
James J. Bulger
Chairman
Thornton Group LLC
14 Beacon Street, Suite 804A
Boston, MA 02108
Office tel: 617.248.9440

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