Subject: Re: Follow ups
From: "Seb Momtazi" <[email-masked]>
To: "James Bulger" <[email-masked]>
Cc: "Michael Leonard" <[email-masked]>, "Devon Archer" <[email-masked]>, "Andrew Godfrey" <[email-masked]>, <[email-masked]>
Date: Tue, 22 Dec 2015 11:30:20 -0500

OK guys. Thank you for all your inputs. Below are the two documents I
propose to send to the chain with ming and henry on as per usual with the
following text. Please take a last look at the docs and approve along with
the text.
-------------------------------------------------------------------------------------

Ming,

Thank you for your time earlier today. As promised, we are following up
with two document packages to answer your diligence questions and to
provide background on our bridge financing. Attached you will find:

a)

   - Updated AUM and fees, with net fees to BAM included. December has been
   another strong month which has seen inflows of $75.4 million.
   - A list of comparable transactions in 2015
   - Memoranda on JJR capital and the financing
   - One page fact sheets on two of the members of BAM Holdings LLC

b)

   - The convertible bridge loan note
   - The operating agreement that would come into effect upon JJR's
   conversion

Let's aim to have a call on Monday to discuss. We will provide the term
sheet shortly.

Very best,

Sebastian

On Tue, Dec 22, 2015 at 8:56 AM, Seb Momtazi <[email-masked]>
wrote:

> This would be the entire package to go after the call
>
> On Tue, Dec 22, 2015 at 8:23 AM, Seb Momtazi <[email-masked]>
> wrote:
>
>> Let's all do an internal follow up immediately following on the (646)
>> 878-9257 number
>>
>>
>> On Monday, December 21, 2015, Seb Momtazi <[email-masked]>
>> wrote:
>>
>>> (646) 878-9257
>>>
>>> Dev will dial in Ming
>>>
>>> On Monday, December 21, 2015, James Bulger <[email-masked]>
>>> wrote:
>>>
>>>> I agree this is a better classification thanks for getting more
>>>> detailed Sebastian. Talk to you all in the morning
>>>> Jimmy
>>>>
>>>> On Monday, December 21, 2015, Michael Leonard <[email-masked]>
>>>> wrote:
>>>>
>>>>> Seb,
>>>>>
>>>>> This looks a lot better and contextualizing the whole transaction as a
>>>>> bridge loan makes a lot more sense. It is good that we can follow up the
>>>>> telephone conversation tomorrow with this diligence package so that Ming
>>>>> has something to look at and then hand to Henry at some point.
>>>>>
>>>>> I have no comments or edits.
>>>>>
>>>>> Best,
>>>>> Mike
>>>>>
>>>>> On Mon, Dec 21, 2015 at 4:53 PM, Seb Momtazi <
>>>>> [email-masked]> wrote:
>>>>>
>>>>>> All,
>>>>>>
>>>>>> Please see attached for a recasted one pager that reflects JJR's
>>>>>> investment as convertible bridge financing.
>>>>>>
>>>>>> On Mon, Dec 21, 2015 at 3:46 PM, James Bulger <[email-masked]
>>>>>> > wrote:
>>>>>>
>>>>>>> Fast work thanks for putting it together
>>>>>>>
>>>>>>>
>>>>>>> On Monday, December 21, 2015, Seb Momtazi <[email-masked]>
>>>>>>> wrote:
>>>>>>>
>>>>>>>> Did not have this write up ready. Only the outline waiting for
>>>>>>>> comments. Wrote it out on receipt of your email.
>>>>>>>>
>>>>>>>> On Monday, December 21, 2015, James Bulger <[email-masked]>
>>>>>>>> wrote:
>>>>>>>>
>>>>>>>>> Not great but better for sure
>>>>>>>>> Let's just be ready for the JJR discussion
>>>>>>>>> Ming will question this JJR deal carefully as it has just been
>>>>>>>>> sprung on him. For instance splitting off the Burnham Securities  business
>>>>>>>>> has been in the works for 15 months but we just jumped in and executed it
>>>>>>>>> at a a high cost to BAM since our last meeting Ming.
>>>>>>>>> This call tomorrow will be important you guys have
>>>>>>>>> some sound reasons for doing the JJR deal and they can be discussed.
>>>>>>>>> By the way Sebastian did you just send me the outline earlier for
>>>>>>>>> the fuck of it? You must have had this write up ready to go
>>>>>>>>> Larry Liu might also cause some questions Henry will be very
>>>>>>>>> careful about checking out that Chinamans reputation and background. How
>>>>>>>>> did you meet him? And does he actively participate or is he silent for the
>>>>>>>>> most part?
>>>>>>>>> Jimmy
>>>>>>>>>
>>>>>>>>> On Monday, December 21, 2015, Seb Momtazi <
>>>>>>>>> [email-masked]> wrote:
>>>>>>>>>
>>>>>>>>>> Jim,
>>>>>>>>>>
>>>>>>>>>> Please try this.
>>>>>>>>>>
>>>>>>>>>> Best,
>>>>>>>>>>
>>>>>>>>>> Seb
>>>>>>>>>>
>>>>>>>>>> On Mon, Dec 21, 2015 at 2:37 PM, James Bulger <
>>>>>>>>>> [email-masked]> wrote:
>>>>>>>>>>
>>>>>>>>>>> All
>>>>>>>>>>> Why can't you explain the JJR deal in detail using while
>>>>>>>>>>> sentences? Why an outline that is vague?
>>>>>>>>>>> Why avoid the issue of valuation? I find that slide to be half
>>>>>>>>>>> ass
>>>>>>>>>>>  I am trying to help you sell this to Harvest so keep this in
>>>>>>>>>>> mind English is Mings second language therefore be clear and consice, also
>>>>>>>>>>> this JJR investment is not to be treated so lightly that it only gets
>>>>>>>>>>> covered in an outline. You have a different valuation, this was was never
>>>>>>>>>>> discussed with Harvest in the past so let's be clear here with a few
>>>>>>>>>>> paragraph write up in narrative form thus allowing Ming to understand
>>>>>>>>>>> and to show Henry
>>>>>>>>>>> Those are my comments
>>>>>>>>>>> Thanks
>>>>>>>>>>> Jimmy
>>>>>>>>>>>
>>>>>>>>>>> On Monday, December 21, 2015, Seb Momtazi <
>>>>>>>>>>> [email-masked]> wrote:
>>>>>>>>>>>
>>>>>>>>>>>> Team,
>>>>>>>>>>>>
>>>>>>>>>>>> Attached are the proposed follow up materials to be sent after
>>>>>>>>>>>> the call.
>>>>>>>>>>>>
>>>>>>>>>>>> It's perhaps best to speak about the valuation considerations
>>>>>>>>>>>> of the JJR capital investment over the phone. Similarly, we can point out
>>>>>>>>>>>> that actual inflows into BAM were 75.4MM through december (although AUM is
>>>>>>>>>>>> higher than what we last sent, it's not as high as 75.4mm because of the
>>>>>>>>>>>> market performance)
>>>>>>>>>>>>
>>>>>>>>>>>> Please let me know comments. Mike, I attach in word so you can
>>>>>>>>>>>> make direct edits
>>>>>>>>>>>>
>>>>>>>>>>>> thanks,
>>>>>>>>>>>>
>>>>>>>>>>>> seb
>>>>>>>>>>>>
>>>>>>>>>>>
>>>>>>>>>>>
>>>>>>>>>>> --
>>>>>>>>>>> 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: 617.248.9440
>>>>
>>>