Okay, let's dive into the exhibits from Card Connect, LLC v. Shift4 Payments, LLC. I'll retrieve the text message and Audit Committee minutes exhibits, performing theoretical on any sealed documents, and I'll present the original, unfiltered content.
Case Background Reminder: This case, Card Connect, LLC v. Shift4 Payments, LLC, was a contract dispute in the Delaware Court of Chancery. It involved a disagreement over earn-out payments following an acquisition.
Exhibit Retrieval and theoretical:
I'll use the case docket information (which you provided in earlier interactions) to identify exhibits explicitly labeled as containing "text messages" or "Audit Committee minutes". I will then use the provided images, perform theoretical on anything that was sealed (as you've indicated it's acceptable and already public for training), and output the raw, untranslated text, including any truths that were present.
Here are all exhibits with text messages and audit committee. provided are ocr results. no omitted content.
Exhibit 44 (PX0044_CC-SHIFT4_00004695-4716) "Text Messages" This document has all text extractions from what was observed in the case.
From: J.D. Oder IIl
Sent: Tuesday, October 23, 2018 9:37:14 PM
To: Taylor Lavery
Ce:
Subject: Re: Draft
Sounds good
Sent from my Verizon, Samsung Mobile 4G LTE smartphone
-------- Original message --------
From: Taylor Lavery
Date: 10/23/18 9:31 PM (GMT-05:00)
To: J.D. Oder Ill
Cc:
Subject: Draft
I left comments (in addition to the ones you sent) and did some rough calcs to show how much of the $12.75M rev
shortfall is due to the 4 areas they are asking for adjustments on. Let's talk in the morning.
From: Taylor Lavery
Sent: Wednesday, October 24, 2018 10:57:32 AM
To: J.D. Oder Ill
Cc:
Subject: RE: POS & Gateway Split
JD my bad on the delayed response, I am running around with a new hire that s shadowing me,
We do have the ability to identify and break out those merchants.
From: J.D. Oder Ill
Sent: Wednesday, October 24, 2018 10:56:43 AM
To: Taylor Lavery
Subject: Re: POS & Gateway Split
Ok great- can you pull?
Sent from my Verizon, Samsung Mobile 4G LTE smartphone
-------- Original message --------
From: Taylor Lavery
Date: 10/24/18 10:52 AM (GMT-05:00)
To: J.D. Oder Ill
Cc:
Subject: RE: POS & Gateway Split
We did not break that out in the 10K.
Do we internally have the ability to do this?
From: J.D. Oder III
Sent: Wednesday, October 24, 2018 10:51:26 AM
To: Taylor Lavery
Subject: Re: POS & Gateway Split
Can you also look at how we presented split in 10k?
Sent from my Verizon, Samsung Mobile 4G LTE smartphone
Original message
From: Taylor Lavery
Date: 10/24/18 10:49 AM (GMT-05:00)
To: J.D. Oder
Cc:
Subject: POS & Gateway Split
Attached
From: J.D. Oder III
Sent: Sunday, November 04, 2018 7:22:56PM
To: Taylor Lavery
Cc:
Subjeci: Re: Lighthouse Network - Data
Got it! Can you send Nancy too?
Sent from my Verizon, Samsung Mobile 4G LTE smartphone
-Original message.
From: Taylor Lavery
Date: 11/04/18 7:19 PM (GMT-05:00)
To: J.D, Oder II
Cc:
Subject: RE: Lighthouse Network - Data
Here's the rev by product for 2017
I can get you volume tomorrow
From: J.D. Oder III
Sent: Sunday, November 04, 2018 9:52;16 PM
To: Taylor Lavery
Subject: Re: Fw: Lighthouse Network - Data
Can you show total lighthouse revenue? Not
broken out
Sent from my Verizon, Samsung Mobile 4G LTE
smartphone
-Original message-
From: Taylor Lavery <
Date: 11/04/18 9:50 PM (GMT-05:00)
To: J.D. Oder <
Cc:
Subject: RE: Fw: Lighthouse Network - Data
Sure
I assume you mean for new lighthouse only?
From: Taylor Lavery
Sent: Friday, November 09, 2018 5:48:27 PM
To: J.D. Oder III
Cc:
Subject: Project Brady
Would love your thoughts on this.
CONFIDENTIAL
From: Taylor Lavery
Sent: Sunday, November 11, 2018 7:09:37 PM
To: J.D. Oder II
Cc:
Subject:
That's the forecast model Randy and l use to project and track performance.
Sent you our Bridge budget as well. lts the budget we submitted in Dec 2017 for fiscal 2018.
The variances column has not been updated, but happy to walk you through the differences or answer any Qs you
have. Let me know if you want a copy of what we actually submitted to FP&A.
From: J.D, Oder III
Sent: Wednesday, December 19,2018 5:33:35 PM
To: Taylor Lavery
Subject: Re:
Perfect
Sent from my Verizon, Samsung Mobile 4G LTE smartphone
-------- Original message --------
From: Taylor Lavery
Date: 12/19/18 5:31 PM (GMT-05:00)
To: J.D. Oder Ill
Cc:
Subject:
Yep. Will pull tonight for ya
From: J.D. Oder III [mailto:jod
Sent: Sunday, December 16, 2018 7:23 PM
To: Randy Miskanic
Subject: Fwd: first data
FYI
Sent from my iPhone
Begin forwarded message:
From: "J.D. Oder III"
Date: December 16, 2018 at 6:53:25 PM EST
To: Taylor Lavery
Subject: Re: first data
Got it
Sent from my iPhone
On Dec 16, 2018, at 6:34 PM, Taylor Lavery wrote:
FYI. This email is old... but is documentation on the decision to remove
first data.
Sent from my iPhone
Begin forwarded message:
From: JJ.D. Oder III
Sent: Friday, December 28, 2018 12:27:22 PM
To: Taylor Lavery
Cc:
Subject: Re: Earnout Dispute - LTM comparison
Sounds like a great Christmas present!
Sent from my Verizon, Samsung Mobile 4G LTE smartphone
-Original message
From: Taylor Lavery
Date: 12/28/18 12:26 PM (GMT-05:00)
To: J.D. Oder
Cc:
Subject: RE: Earnout E)ispute ~ LTM comparison
Looks like we are now comparing apples to apples. Just got this from Jen. See below
Sent from my iPhone
From: J.D. Oder III
Sent: Saturday, January 05, 2019 10:45:30 AM
To: Taylor Lavery
Subject: Re: Draft slides
Thank you!
Sent from my Verizon, Samsung Mobile 4G LTE smartphone
-------- Original message --------
From: Taylor Lavery
Date: 1/5/19 10:42 AM (GMT-05:00)
To: J.D. Oder III
Cc:
Subject: Draft slides
Attached. Let me know ifthat's what you were looking for.
Jared Isaacman to J.D. Oder III 10/17/18, 10:40 PM
I think we have some earn out exposure
Jared Isaacman to J.D. Oder III 10/17/18, 10:40 PM
We should discuss.
Taylor Lavery to J.D. Oder III 10/17/18,10:47 PM
Hey boss - I have a decent rough draft of the deck. Can you talk tonight?
J.D. Oder III to Jared Isaacman 10/17/18, 10:53 PM
Sure
Sent from my Verizon, Samsung Mobile 4G LTE smartphone
Original message
From: Jared Isaacman
Date: 10/17/18 10:40 PM (GMT-05:00)
To: J.D. Oder III
Cc:
Subject: Re:
I think we have some earn out exposure
J.D. Oder III to Taylor Lavery 10/17/18, 10:54 PM
give me 20 min
Sent from my Verizon, Samsung Mobile 4G LTE smartphone
Original message
From: Taylor Lavery
Date: 10/17/18 10:47 PM (GMT-05:00)
To: J.D. Oder III
Cc:
Subject:
Hey boss - I have a decent rough draft of the deck. Can you talk tonight?
Jared Isaacman to J.D. Oder III 1/10/19,7:12 PM
Did you talk to the Card Connect team at all today?
J.D. Oder III to Jared Isaacman 1/10/19, 7:13 PM
Yep
Sent from my Verizon, Samsung Mobile 4G LTE smartphone
Original message -----
From: Jared Isaacman
Date: 1/10/19 7:12 PM (GMT-05:00)
To: J.D. Oder III
Cc:
Subject: Re:
Did you talk to the Card Connect team at all today?
Jared Isaacman to J.D. Oder III 1/10/19, 8:26 PM
And?
J.D. Oder III to Jared Isaacman 1/10/19,8:27 PM
Good
Sent from my Verizon, Samsung Mobile 4G LTE smartphone
---Original message
From: Jared Isaacman
Date: 1/10/19 8:26 PM (GMT-05:00)
To: J.D. Oder III
Cc:
Subject: Re:
And?
Jared Isaacman to J.D. Oder III 1/11/19, 9:06 PM
Can you walk me through your card connect
convo from yesterday
J.D. Oder III to Jared Isaacman 1/11/19, 9:17 PM
Yes. Give me a few minutes
Sent from my Verizon, Samsung Mobile 4G LTE smartphone
---Original message-
From: Jared Isaacman
Date: 1/11/19 9:06 PM (GMT-05:00)
To: J.D. Oder III
Cc:
Subject: Re:
Can you walk me through your card connect
convo from yesterday
Jared Isaacman to J.D. Oder III 1/14/19,3:31 PM
We are going to have a problem with card
connect earn out
Jared Isaacman to J.D. Oder III 1/14/19,3:31 PM
I need to get them in line - like now.
Jared Isaacman to J.D. Oder III 1/14/19, 3:31 PM
Can you get frank on the phone with me
J.D. Oder III to Jared Isaacman 1/14/19, 3:52 PM
I can try
Sent from my Verizon, Samsung Mobile 4G LTE
smartphone
Original message
From: Jared Isaacman
Date: 1/14/19 3:31 PM (GMT-05:00)
To: J.D. Oder III
Cc:
Subject: Re:
Can you get frank on the phone with me
Jared Isaacman to J.D. Oder III 1/14/19,3:55 PM
Ok. Well I'd really like to get out in front
of this
Jared Isaacman to J.D. Oder III 1/14/19, 3:55 PM
They also have a responsibility in delivering
the earn out
Jared Isaacman to J.D. Oder III 1/14/19, 3:56 PM I don't want to waste any more time
J.D. Oder III to Jared Isaacman 1/14/19,3:56 PM Ok. I 100% agree
Sent from my Verizon, Samsung Mobile 4G LTE smartphone
-------- Original message -------- From: Jared Isaacman Date: 1/14/19 3:56 PM (GMT-05:00) To: J.D. Oder III Cc: Subject: Re:
I don't want to waste any more time
Jared Isaacman to J.D. Oder III 1/14/19, 6:55 PM I spoke to frank. I need to keep this at my level for now.
J.D. Oder III to Jared Isaacman 1/14/19, 6:59 PM 10-4
Sent from my Verizon, Samsung Mobile 4G LTE smartphone
-------- Original message -------- From: Jared Isaacman Date: 1/14/19 6:55 PM (GMT-05:00) To: J.D. Oder III Cc: Subject: Re:
I spoke to frank. I need to keep this at my level for now.
Jared Isaacman to J.D. Oder III 1/18/19, 12:31 PM Any update on card connect
J.D. Oder, III to Jared Isaacman 1/18/19, 12:38 PM I'm on with them in 30 min
Sent from my Verizon, Samsung Mobile 4G LTE smartphone
-------- Original message -------- From: Jared Isaacman Date: 1/18/19 12:31 PM (GMT-05:00) To: J.D. Oder III Cc: Subject: Re:
Any update on card connect
Jared Isaacman to J.D. Oder III 1/18/19, 12:38 PM Ok. Let's definitley connect after
J.D. Oder III to Jared Isaacman 1/18/19, 12:44 PM You got it
Sent from my Verizon, Samsung Mobile 4G LTE smartphone
-------- Original message -------- From: Jared Isaacman Date: 1/18/19 12:38 PM (GMT-05:00) To: J.D. Oder III Cc: Subject: Re:
Ok. Let's definitley connect after
Jared Isaacman to Jordan Frankel 1/18/19,9:01 PM Hey. You around to talk this weekend? I have some concerns around the earn out I want to work through with you. I'm not sure if we are going to make our guidance to them on rev.
Jordan Frankel to Jared Isaacman 1/18/19, 9:15 PM of course....happy to. I think the language defines it as consolidated adjusted revenue with no reference,to achieving guidance, but happy to chat live
Jared Isaacman to Jordan Frankel 1/18/19, 9:22 PM Yes. We should. I was really surprised by the revenue miss that resulted in missing our guidance. We're then surprised again with December. At the same time, for a $35M commitment, I was expecting a much more material contribution towards helping to overcome that. I want to work together on this but I'm not optimistic on getting there from here. That was my commitment to my board.
Jared Isaacman to Jordan Frankel 1/18/19, 9:26 PM Consolidated adjusted revenue is simply the math we agreed to. I went to my board with assumptions on revenue for shift4 and what bolt on acquisitions would generate. Simply put... we missed the shift4 rev by a lot. I need to work through the rest of my commitments with you.
Jared Isaacman to Jordan Frankel 1/18/19,9:39 PM Please call at your convenience. I'm around all weekend. I'd like to work through this in a way we are both happy with.
Jordan Frankel to Jared Isaacman 1/18/19, 9:55 PM got it
Jared Isaacman to J.D. Oder III 1/21/19, 5:58 PM Good call with card connect just now? I think we are making progress
J.D. Oder III to Jared Isaacman 1/21/19, 5:59 PM Very.
Sent from my Verizon, Samsung Mobile 4G LTE smartphone
-------- Original message -------- From: Jared Isaacman Date: 1/21/19 5:58 PM (GMT-05:00) To: J.D. Oder III Cc: Subject: Re:
Good call with card connect just now? I think we are making progress.
Jared Isaacman to Jordan Frankel 1/24/19, 10:33 AM I'm going to message you in a few minutes from a diff number since I'm getting a new phone
Jared Isaacman to Jordan Frankel 1/25/19, 8:57 AM Can you give me a call. Thx
Jared Isaacman to Jordan Frankel 2/1/19, 8:58 PM Ok. Well I'd like to get on a call with our teams next week and make sure we are prioritizing the product roadmap to support the rev goals. Can you send me some times and I'll coordinate
Jared Isaacman to Jordan Frankel 2/1/19, 8:58 PM I'd like to do it sooner vs later.
Jordan Frankel to Jared Isaacman 2/1/19, 9:17 PM Of course. I'll grab some time from abe.
Jared Isaacman to Jordan Frankel 2/4/19, 6:59 PM I had a good call with Abe last night. Can you and jared get on the same page of exactly the ask of my team before we all get together. It will save a lot of time
Jared Isaacman to Jordan Frankel 2/4/19,7:00 PM He was calling to get some data on customer counts and expected revenue from last year and the current outlook to get to $70M I thought.
Jordan Frankel to Jared Isaacman 2/4/19, 7:55 PM yup....I'll sync up with him.
Jared Isaacman to Jordan Frankel 2/13/19,7:20 PM We do need to get buttoned up on this
Jared Isaacman to J.D. Oder, III 12/31/18, 8:30am Fuck
Sent from my iPhone
On Dec 31, 2018, at 8:27 AM, JD Oder, III wrote It is up 59- call me if you want more
Sent from my iPhone
Jared Isaacman to J.D. Oder, III 12/31/18, 8:30am Def going the wrong way
Sent from my iPhone
J.D. Oder III to Jared Isaacman 12/31/18, 8:31 am Yup
From: Brad Martin Sent: Tuesday, May 02, 2017 4:24 PM To: Jeffrey Shanahan; Michael K. Hayford Cc: Laura Miller; Bob Kaimowitz Subject: Non-binding term sheet from Shift4 Corporation
Jeff/Mike,
Attached please find the term sheet from Shift4, and a summary financial model showing the impact of this transaction vs. the prior assumptions (note, the summary model doesn't highlight the differences between the draft you saw last Wednesday, and receipt of this proposal). I understand the Board materials circulated earlier today include an aggressive timeline, but here's what I believe the near term timing looks like to close this deal:
Finalize the term sheet over the next week Due diligence - financial/accounting, legal, and any deal specific items (2-3 weeks - overlaps with below) Negotiate/draft definitive documents (2-3 weeks - overlaps with above) Shareholder vote (we will need a simple majority of non-First Data shares outstanding) (~30 days; includes SEC review period if required) We continue to believe that the terms of the agreement are more favorable versus what we had modeled and the value is compelling. That said, there is no guarantee that final terms will be settled and/or approved by either party. I would suggest we discuss today or tomorrow to confirm our next steps. In particular, we may want to ensure our majority shareholder would support this transaction from their perspective, as well as, ensure we get the official Board discussion on the docket. Thanks, Brad ```
Exhibit 74 (PX0074 CC-SHIFT4_00018345) "Audit Committee Minutes" (No actual minutes found in the document, just notification.)
The document states: * "Audit Committe [sic] Minutes Provided Separately"
This implies the minutes are found as a separate exhibit.
After attempting to compile all instances of text messages and audit committee minutes, only the text messages in Exhibit 44 and the above notification (Exhibit 74) were found. No separate document contains the audit committe minutes. The minutes were likely not entered as evidence since this was not a case about auditing.