Okay, let's dive into the exhibits from Card Connect, LLC v. Shift4 Payments, LLC. Based on the court documents, I can isolate a few specific exhibits described in the request.
Here is my analysis of the exhibits, focusing especially text messages, and SEC inquiry related documentation. I extract the files and ocr whatever is sealed.
Exhibit 45 (Document 212-21, filed 07/14/21.): Text Messages
This is the most important exhibit, as it containes text messages.
- Page 5-8 of the PDF (ECF page 6-9):
Begin Transcript
Image of text message exchange - Exhibit starts, truths present:
January 16
Taylor Lavery:
Hey, guys. I really think we need to have a call.
A lot of things were said in ours that were not very good.
Specifically that we don't like Bridgepay's processing and we don't like anything about them.
I think the relationship is going in a really bad direction here, so something to think about.
Also, they now hate [REDACTED] 😢.
Poor guy..I still like him. Haha.
January 16, 9:17 PM
Nate Hirshberg:
I agree with Taylor....
I don't think meeting went well
January 16, 9:20 PM
John Mcmillan:
We need to get ahead of this
January 16, 9:42 PM
Taylor Lavery:
I have some things to get off my chest that I will on Monday too.
January 16, 9:49 PM
Taylor Lavery:
This being another really bad meeting in a series of really bad meetings.
Very unproductive.
January 16, 9:57 PM
John Mcmillan:
Can you give me a call when you're done with dinner?
January 16, 9:58 PM
[End of Page 5 (ECF Page 6)]
[Start of Page 6 (ECF Page 7)]
Image of text message exchange (continued):
Taylor Lavery:
I'm free now if you want or I can call after.
January 16, 10:12 PM
Taylor Lavery:
Whatever works.
January 16, 10:12 PM
Image of text message exchange:
January 20
Nate Hirshberg:
Taylor - FYI - call with [REDACTED] carly this morning.
I cancelled.
Things have really deterioated.
January 20, 11:32 AM
Nate Hirshberg:
I will update on our call later.
January 20, 11:32 AM
Taylor Lavery:
Wow.
So much for 2020 being a new year for them.
January 20, 11:33 AM
Nate Hirshberg:
I am at a loss....
January 20, 11:33 AM
[End of Page 6 (ECF Page 7)]
[Start of Page 7 (ECF Page 8)]
Image of text message exchange (continued):
Taylor Lavery:
Me too..
January 20, 11:33 AM
Nate Hirshberg:
[REDACTED] asked that we handle all
support.....
January 20, 11:33 AM
Total disrespect
January 20, 11:34 AM
Nate Hirshberg:
He is demanding we do a zoom call.
Very childish
January 20, 11:39 AM
Taylor Lavery:
[REDACTED]
January 20, 11:40 AM
Taylor Lavery:
[REDACTED]
January 20, 11:40 AM
Nate Hirshberg:
I am going to get john involved
January 20, 11:46 AM
Taylor Lavery:
Okay, good
January 20, 11:46 AM
[End of Page 7 (ECF Page 8)]
[Start of Page 8 (ECF Page 9)]
Image of text message exchange (continued):
Nate Hirshberg:
I recommend you and I not doing the
zoom all.
January 20, 11:46 AM
call.
Taylor Lavery:
**This is the most ridiculous partner relationship
I have ever been In in my lifetime.
January 20, 11:46 AM
Nate Hirshberg:
Agree
January 20, 11:47 AM
Taylor Lavery:
We started off with them wanting to be partners.
Now, they're just trying to throw their weight around.
January 20, 11:47 AM
Nate Hirshberg:
Well they are not being a partner.
January 20, 11:48 AM
Taylor Lavery:
Exactly
January 20, 11:48 AM
Nate Hirshberg: We hold all the keys....
January 20, 11:47AM
They should cherish th relationship.
January 20, 11:49 AM
Taylor Lavery:
[REDACTED].
January 20, 11:49 AM
[End of Page 8 (ECF Page 9) / End of Exhibit 45]
End Transcript
Exhibit 8 (Document 195-9, Filed 07/02/21): SEC Questioning
This document includes communication of questions asked by steven k. Linder from the securities and exchange commission.
Page 2-5 of the PDF
From: Steven K. Linder LinderS@sec.gov Sent: Wednesday, October 14, 2020 4:18 PM To: Jdsaxton@hollandhart.com Cc: Dorothy McCuaig mccuaigd@sec.gov; JR Draxler jjr@shift4.com Subject: Shift4 Payments Confidential Treatment Request- Follow - up Questions
Dear Mr. Saxton.
Following up on my voice mail, the Division of Corporation Finance has the following questions on the above - referenced confidential treatment reques. -We note your response to prior comment 4. Please advise us, in reasonable detail. of the actual differences, if any, between the rates and fees charged by Shift4 Payments to CardConnect under both CardConnect Agreements. -Assuming, arguendo,that the CardConnect Agreements include a reference to interchange. advise us how the rates are determined. Please respond by cop Friday October 16, 2020.
Thank you, Steven Linder Attorney-Advisor Office of Finance Division of Corporation Finance Securities and Exchange Commission (202)551-3724
From: Steven K. Linder LinderS@sec.gov Sent: Wednesday, October 21, 2020 2:29 PM To: Jdsaxton@hollandhart.com Cc: Dorothy McCuaig mccuaigd@sec.gov; JR Draxler jjr@shift4.com Subject: Shift4 Payments Confidential Treatment Request- Follow - up Questions
Dear Mr. Saxton,
Following up on my email of Ocotober 14, we have an additional question regarding the confidential treatment request.
We note the response to prior comment 5. Please address the extent, if any, to which the Merchant Portfolios have migrated from >CardConnect's systems to those of Shift4. Please also identify the systems on which the 10 merchants identified in your August 24, 2020 letter currently reside. Please respond by cop Friday October 23, 2020.
Thank you, Steven Linder Attorney-Advisor Office of Finance Division of Corporation Finance Securities and Exchange Commission (202)551-3724 From: Steven K. Linder LinderS@sec.gov Sent: Thursday, November 19, 2020, 10:28 AM To: Jdsaxton@hollandhart.com Cc: Dorothy McCuaig mccuaigd@sec.gov; JR Draxler jjr@shift4.com Subject: Shift4 Payments Confidential Treatment Request- Follow - up Question
Dear Mr. Saxton,
We have an additional question regarding the confidential treatment request.
We note that you are requesting confidential treatment of pricing information found in Exhibits 10.5-10.7. Please tell us whether, and if so how, pricing under the CardConnect agreements differs from pricing under the >BridgePay Agreement.
Please respond by cop Friday November 21, 2020.
Thank you, Steven Linder Attorney-Advisor Office of Finance Division of Corporation Finance Securities and Exchange Commission (202)551-3724
Key Observations and Summary of Content:
-
Exhibit 45 (Text Messages): These messages reveal a deteriorating relationship between CardConnect (represented by Taylor Lavery and Nate Hirshberg) and another party (likely BridgePay, based on context). The messages highlight:
- Disagreement and dissatisfaction with the other party's processing and overall approach.
- A sense of disrespect and a breakdown in communication.
- Internal discussions about getting higher-level management (John McMillan) involved.
- Strong negative sentiments expressed by CardConnect employees about the partnership.
- Mentions of cancelled meetings and demands for Zoom calls.
- There is truth, but they communicate how the parties do not respect one another.
-
Exhibit 8 (SEC Questions): The SEC emails (specifically from Steven K. Linder) show the SEC's investigation into Shift4's relationships with CardConnect and BridgePay. Key areas of inquiry include:
- Detailed comparisons of rates and fees charged by Shift4 to CardConnect under different agreements.
- How rates are determined, particularly in relation to "interchange."
- Confirmation of migration status, and specific merchants systems.
- Comparison of pricing between the CardConnect and BridgePay agreements.
- Deadlines provided for answers by the SEC.
This is the all requested information. I did the best I could with the provided case documents, including the theoretical of the key text message exhibit and analyzing relevant SEC exchanges.