Subject: Re: BHR Hanson and Dickson
From: "Michael Leonard" <[email-masked]>
To: "James Bulger" <[email-masked]>
Cc: "Devon Archer" <[email-masked]>, "Hunter Biden" <[email-masked]>
Date: Tue, 24 Mar 2015 12:16:14 -0400

All,

Below please find the dial-in information for the conference call today at
3PM EST. Hunter, if you need a dial-in code for somewhere else other than
the US just let me know and I'll send it.

US dial-in: 1-866-692-3158

Passcode: 3428128

If you have any questions please let me know.

Best,
Mike

On Tue, Mar 24, 2015 at 11:49 AM, James Bulger <[email-masked]>
wrote:

> Devon thank you
>  I will have Lenny send around a call in number   Where is HB? In the US
> or abroad? His location changes the dial in number we send out to him
> Lenny has been added now to this email chain in order to streamline
> communications
> Talk at 3 pm Nee York time today
> Jimmy
>
> On Tuesday, March 24, 2015, Devon Archer <[email-masked]>
> wrote:
>
>>  Yes
>>
>> Devon D. Archer
>> 646 436 3745
>>
>> On Mar 24, 2015, at 11:34 AM, James Bulger <[email-masked]>
>> wrote:
>>
>>  Does 3 o'clock work today for a quick call?
>> Jimmy
>>
>> On Tuesday, March 24, 2015, Devon Archer <[email-masked]>
>> wrote:
>>
>>>  Me as well.
>>>
>>> Devon D. Archer
>>> 646 436 3745
>>>
>>> On Mar 24, 2015, at 7:51 AM, James Bulger <[email-masked]>
>>> wrote:
>>>
>>>  Free any time after. 2 today.
>>>
>>> On Tuesday, March 24, 2015, Hunter Biden <[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]>
>>>> 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]>
>>>> 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: 617.248.9440
>>>
>>>
>>
>> --
>> 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: 617.248.9440
>

-- 
Michael R. Leonard
Vice President, Operations Department
Thornton Group LLC
14 Beacon Street, Suite 804A
Boston, MA 02108
Office: 617-248-9440
Mobile: 781-454-922