Subject: Re: BHR Hanson and Dickson
From: "James Bulger" <[email-masked]>
To: "Hunter Biden" <[email-masked]>
Cc: "Michael Leonard" <[email-masked]>, "Devon Archer" <[email-masked]>
Date: Tue, 24 Mar 2015 15:06:57 -0400

Hold on we are trying to dial u in now
Jimmy

On Tuesday, March 24, 2015, Hunter Biden <[email-masked]> wrote:

> Somebody dial me in on my cell- this # doesn't work from Mexico.
>
> RHB
> 202.333.1880
>
> On Mar 24, 2015, at 10:16 AM, Michael Leonard <[email-masked]
> <javascript:_e(%7B%7D,'cvml',[email-masked]');>> wrote:
>
> 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]
> <javascript:_e(%7B%7D,'cvml',[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]
>> <javascript:_e(%7B%7D,'cvml',[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: 781-454-9227
>
>

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