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That is the $4.5m question. They are not investing on the Aqua side, so I don't know if Devon can make the case that the PE investment on the DuCool side would mean a co-invest on the Aqua side. They are sister companies that share the same IP and would potentially share the same production facilities, but they are technically separate companies. Great if it could, but I defer to Devon. Matlin wanted to do an investment in Aqua but they wouldn't let them.


Eric D. Schwerin
Rosemont Seneca Partners, LLC
1010 Wisconsin Ave., NW
Suite 705
Washington, DC 20007
(202) 333-1880
eschwerin@rosemontseneca.com
P Consider the environment before printing this email.

On May 4, 2010, at 12:25 PM, Neil Callahan wrote:

> Is Marlin Patterson investing on the Aqua side? If so could they be considered a Sponsor from a Co-Invest perspective? Aqua is holding $4.5m open for Rosemont Seneca to potentially fill?
>
> ------------------------------------------------------------------------------------------
> Neil Callahan
> Rosemont Seneca
> 401 Greenwich Street, Suite 400 | New York NY 10013 | 212-933-9965
> 1010 Wisconsin Avenue, Suite 705 | Washington DC 20007 | 202-333-1880
> 917-945-9516 (mobile)
> 866-749-8879 (fax)
>
> From: Eric Schwerin [mailto:eschwerin@rosemontseneca.com]
> Sent: Monday, April 26, 2010 10:18 AM
> To: <ncallahan@rosemontseneca.com>
> Cc: Hunter Biden; Mike Muldoon; Devon Archer
> Subject: Re: DuCool/Aqua Sciences
>
> There is no pitch book or current opportunity to invest in DuCool right now. Matlin Patterson pretty much has that locked up. The investment opportunity would likely be on the Aqua side. I'll see what they have. The trick is whether it would be considered a co-invest opportunity or not. The agreement was Matlin is going to put up to $60 million into DuCool but that Aqua would not take any investment from Matlin. We have been told that Aqua would like additional capital at some point soon (in the 5-10m range I believe) and we'd have the opportunity to invest or help place that. (Aqua will benefit from DuCool's $60m because they share the same production facilities - hopefully to be located in DE.)
>
> We will organize a meeting/call in the coming week or two with them and anyone in the NY office appropriate to focus just on what the investment opportunity is.
>
> Eric D. Schwerin
> eschwerin@rosemontseneca.com
>
> Sent from my iPhone
>
> On Apr 26, 2010, at 8:56 AM, "Neil Callahan" <ncallahan@rosemontseneca.com> wrote:
>
> Eric,
>
> Did we ever get the Pitch Book for investing in DuCool/Aqua? We’d like to get it in front Devon and David to evaluate.
>
> Best,
>
> Neil
>
> ------------------------------------------------------------------------------------------
> Neil Callahan
> Rosemont Seneca
> 401 Greenwich Street, Suite 400 | New York NY 10013 | 212-933-9965
> 1010 Wisconsin Avenue, Suite 705 | Washington DC 20007 | 202-333-1880
> 917-945-9516 (mobile)
> 866-749-8879 (fax)
>