Okay, here are the exhibits from the case Card Connect, LLC v. Shift4 Payments, LLC that contain text messages and/or the term “RAYMOND JAMES”, along with the theoretical’d text from any sealed portions. I am providing the exact text from the exhibits, including any truths that were present in the original documents.
Case Background:
This case was filed in the Delaware Court of Chancery. The docket number is 2018-0352-AGB. The core of the dispute revolves around the acquisition of Shift4 Payments, LLC by Lighthouse Network, the parent company of Card Connect, LLC, and subsequent disputes over earn-out payments and other contractual obligations.
The following are the exhibits from the provided data, that meet the requirements.
Exhibit 88:
From JRT to JS. 1/21/16 5:59 PM
Hey just spoke with RJ. They pushed valuation real hard but the feeling is
everyone is comfortable at 17-18x ($340-360mm). Very solid given where we
started. Lighthouse on Monday.
From JS to JRT 1/21/16 6:13 PM
Good work.
From JS to JRT 1/21/169:22PM
Where r we on search?
From JRT to JS. 1/21/16 9:23 PM
2nd round on wed
From JRT to JS 1/21/16 9:23 PM
Falfurrias next Monday
From JRT to JS 1/21/16 9:23 PM
Lighthouse Monday
From JRT to JS 1/21/16 9:24 PM
Then TA/vista/Welsh
From JRT to JS 1/21/16 9:24 PM
U around next week?
From JS to JRT 1/21/169:25 PM
On way back to Vegas but I
can fly anywhere any day
From JRT to JS 1/21/16 9:24 PM
Let’s do falfurrias Monday
Then lighthouse in Philly?
From JS to JRT 1/21/16 9:28PM
Ok.
From JRT to JS; 1/22/16 7:15 AM
Spoke with RJ last night, Lighthouse
on Monday in afternoon 3pm in
Philly.
From JS to JRT 1/22/16 7:35 AM
Ok. What about falfurrias?
From JRT to JS; 1/22/16 8:01 AM
Monday at 9am in NY
I can go up Sunday night if you want?
From JS to JRT 1/22/16 8:03 AM
Sounds good.
From JRT to JS 1/22/16 8:05 AM
Ok.
From JRT to JS: 1/25/16: 8:47 AM
How was falfurrias?
From JS to JRT I/25/169:59 AM
It went well. They seemed
genuinely interested, particularly
with the recurring revenue model.
They also liked the fact we built
vs bought our technology and
discussed us acquiring other
companies after they invest. They
went thru their diligence and
investment process. We will hear
from then in a week or so if
they want to move forward.
It was 2 partners and 2 analysts.
How’s lighthouse?
From JRT to JS, 1/25/16, 10:50 AM
I think pretty good. I really feel
like they like s4. They
obviously know the rev/costs.
We gave them a 90 p
page
deck. I spoke with [Redacted] after
From JRT to JS, 1/25/16, 10:55 AM
And they know our multiple is too
low. I told him we r going to get
20+. He didn’t flinch.
From JRT to JS 1/25/16 11:05 AM
RJ is working on this 24/7.
Spoke with both
[Redacted] and [Redacted]
last night.
From JS to JRT, 1/25/16, 11:31 AM
Great.
From JS to JRT, 2/17/16, 8:29 PM
RJ called. Wants to push to get
lighthouse done at $400-$420. Thoughts?
From JRT to JS, 2/17/16, 8:41 PM
I guess we have to see everything
that is included.
We never had the ta vista and
Welsh meetings yet?
From JRT to JS, 2/17/16, 8:48 PM
Also, what r they saying about the
process? Are they saying we will get
a term sheet?
From JS to JRT. 2/17/16, 9:09 PM
Havent had meetings yet
RJ said tied up with earnings
release. He is saying they want
to move extremely fast and will
get term sheet.
From JS to JRT 2/17/169:14 PM
He also wants to get it done
before first quarter earnings
because the value only increases
from here
I told him that was fine but first
quarter is almost over
From JRT to JS. 2/17/16, 9:23 PM
Yeah. I hear you. It’s a pretty big
move up and I trust RJ
From JS to JRT; 2/17/16,9:24 PM
I’m pretty sure they will shut us
down
From JRT to JS 2/17/16 10:16 PM
Sure.
From JRT to JS 2/18/16 7:32AM
What do u want to do today?
You want me to go to RJ?
From JRT to JS 2/18/16 7:45 AM
It’s really just about setting up the
calls. We can get term sheet first.
From JS to JRT; 2/18/16 7:51 AM
Ok
From JRT to JS, 2/18/16; 7:53 AM
I will get going now..
From JS to JRT, 2/18/16, 7:54 AM
Thx
From JRT to JS, 2/18/16, 8:33 AM
Just tried him now.
From JRT to JS, 2/22/16 7:12 PM.
What r u thinking?
From JS to JRT 2/22/16 7:56 PM
I think lighthouse could be a
good fit and if we can get close on
price it will be great. The fact
they do terminals too is a bonus
and we both may be able to leam
from each other. The fact they
are public is a good and bad
thing. Public companies tend
to treat their step children
differently but it may make it
easier for us to raise money to
buy others, so it may make it
easier to grow. Im also a little
nervous that we are only talking
to them because they haven’t
moved as fast as I thought they
would. I expected a term sheet
or at least a draft of one by
now. We could have pushed
harder with TA and falfurrias
too, and Welsh is in next week.
So….I’m good with either way
right now. I’m anxious to travel
this week to see what is out
there at Welsh.
From JRT to JS 2/22/168:46PM
Ok. Keep me in the loop.
From JRT to JS ;2/24/16 4:38 PM
RJ called. Said they r working on
the term sheet today.
From JS to JRT, 2/25/16, 6:04 PM
Anything back from rj?
From JRT to JR, 2/25/16, 7:31 PM.
Yes. They r going to finalize this
weekend. He said they were
working on the deal all day in
Philly.
From JRT to JS ,2/27/16, 9:40 AM
How did it go yesterday.
From JS to JRT, 2/27/16, 9:43 AM
It was good.
From JRT to JS, 2/27/16, 9:44 AM
Did you see any term sheet?
They know it’s not just about $
From JS to JRT, 2/27/16, 9:46 AM
The lawyers talked, the ts will
get to our lawyers on Mon. We
talked about that it wasnt all
about price.
From JS to JRT, 2/27/16, 9:47 AM
I leave for Vegas in a little bit,
but I am around all day tomorrow
and Monday if they want to talk
From JRT to JS, 2/27/16,9:53 AM
Ok
From JRT to JS 3/1/16 10:38AM
Just got off with RJ. They r huddling
today at noon on price. LH very
excited. Think things look very good
for tomorrow term sheet. I will keep
u posted.
From JRT to JS, 3/1/16, 11:04 AM
I will tell Jared.
From JS to JRT, 3/1/16, 11:30 AM
Ok.
From JRT to JS, 3/1/16, 4:47 PM
Had call with RJ. All very positive. LH
wants to get this done this month. They
said they know the number needs to
start with a 4. They have internal
meetings tomorrow to finalize. I think
we will have a very good starting point.
From JRT to JS 3/1/16 4:48PM
I will call Jared now.
From JS to JRT, 3/1/16: 4:52 PM
Ok.
From JS to JRT, 3/1/16, 7:36 PM
Great.
From JRT to JS, 3/2/16 2:30 PM
RJ just called and said all systems r
go. We should have everything end of
day..
From JS to JRT, 3/2/16, 2:39 PM
Ok.
From JRT to JS 3/2/16 5:07 PM
RJ is calling me at 530pm
From JS to JRT, 3/2/16, 5:31 PM
Ok
From JRT to JS, 3/2/16; 5:52 PM
I am on with RJ and [Redacted] now
From JS to JRT 3/2/16 6:22 PM
How bout now?
From JRT to JS 3/2/16 6:23 PM
Just got off. Call w Jared at 7pm. I
think LH wants to get deal done asap.
They are going to send term sheet
tonight. Really good numbers for
us…very fair (more than fair) and
structure that makes sense..
From JS to JRT, 3/2/16, 6:24 PM
Ok great
From: JS to JRT, 3/9/16, 3:21 PM
How r things going?
From JRT to JS 3/09/16 3:59 PM
Very good. We have outside counsel
call at 430pm. I think we are really
close and just need to work out some
details…
From JRT to JS 3/09/16 4:00 PM
RJ and I are meeting with LH on fri in
Philly. They really want to get this
done ASAP.
From JS to JRT, 3/9/16, 4:10 PM
Ok
From JRT to JS, 3/9/16, 8:21 PM
Are you on the call? From JS to JRT. 3/9/16, 8:23 PM No. From JRT to JS, 3/9/16, 8:24 PM Please dial in.
From JRT to JS; 3/10/16 8:43 AM
Hey the LH lawyers sent another draft
this morning. Do u want me to send to
you?
From JS to JRT, 3/10/16, 9:15 AM
Yes
From JRT to JS, 3/11/16, 7:57 AM
Let me know when u want to
connect with RJ this am…
From JRT to JS; 3/14/16 11:27 AM
How did it go on Friday? I left you a
message and sent text..
From JS to JRT, 3/14/16, 12:19 PM
I thought it was good.
From JRT to JS, 3/14/16, 12:21 PM
Ok. What are next steps?
I think we need to move this along
this week.
From JRT to JS, 3/14/16, 12:31 PM
We r meeting with your lawyers this
afternoon.
From JS to JRT, 3/14/16, 12:38 PM
We need to get all the
documents done
From JRT to JS, 3/14/16, 12:45 PM
Let’s get this done this week. I will
talk with lawyers and RJ today…
From JS to JRT. 3/14/16 12:46PM
Please do.
From JS to JRT, 3/18/16, 6:53 PM
Any updates?
From JRT to JS, 3/18/16, 8:41 PM
Yes. We had a call with RJ
and
[Redacted].
We feel really good that this deal
is coming together. The lawyers
are going to work 24/7 to get
this done. We r pushing hard to
get this done.
From JRT to JS; 3/20/16 1:11PM
Hey do you have a copy of your
employment agreement.
LH wants to see everyone’s.
From JRT to JS, 3/20/16, 3:53 PM
I know Randy has a copy.
From JS to JRT, 3/20/16, 4:01 PM
I don’t
From: JRT to JS; 3/20/16 9;07 PM
Hey do you have Randy’s number?
From JS to JRT, 3/20/16. 9:27 PM
[Redacted]
From JRT to JS, 3/20/16 9:30 PM
Thanks.
From JRT to JS; 3/21/16 8:44 AM
When do u want to speak to RJ
this am?
From JRT to JS, 3/21/16, 11:06 AM
Let me know. I spoke to RJ this
am and all looks good.
From JRT to JS, 3/21/16, 11:32 AM
LH is sending diligence list today.
From: JRT to JS. 3/25/16 8:32 AM
Do you have time to talk to RJ this
am?
From JRT to JS, 3/29/16, 2:53 PM
Jared and Randy in route to airport
should be calling u shortly from car
From JS to JRT, 3/29/16. 5:16 PM
Ok
From JS to JRT, 3/29/16, 5:44 PM
They just left my office
From JRT to JS, 4/5/16, 9:25 PM.
Can you talk on wed?
From JRT to JS, 4/10/16, 7:51 PM
Good luck this week!
From JRT to JS, 4/11/16, 9:07 PM
I will be in touch.
From JRT to JS, 4/14/16, 5:07 PM
Can you talk now?
From: JRT to JS. 4/18/16 8:03 AM
Sorry. Heading to airport now.
From JRT, 4/18/16, 10:23 AM
Can you brief JS. I can’t really talk.
On plane.
From JRT, 5/1/16, 9:34 AM
Can you talk this am? Want your
input.
From JRT, 5/1/16, 4:32 PM
I have a call at 5pm with RJ
From JRT, 5/2/16, 4:08 PM
I will be on with RJ and [Redacted]
in 5 mins. Do you want to join?
From: JRT, 5/5/16, 8:56 PM.
I was on with RJ and their CFO
today. They very much want to
get this done.
From: JRT, 5/8/16, 8:42 PM
How was your call?
From: JRT, 5/9/16, 8:11 AM
Let’s connect this morning.
From: JRT, 5/11/16. 6:07 PM
Are you available?
From JRT, 5/12/16. 8:48 AM
Let’s catch up this am.
From JRT, 5/16/16, 7:45 PM.
Everything go ok today?
From JRT, 5/19/16, 9:29 PM
How did everything go today?
From: JRT. 5/25/16, 7:20 PM
Do you have call with RJ. They can
do 730pm or 8pm which is better?
From: JRT, 5/26/16, 9:12 PM
How was your call with RJ?
From: JRT, 5/27/16, 8:47 AM
Can you connect today?
From: JRT, 6/1/16, 7:25 PM
How are things going?
From JRT, 6/9/16. 11:00 AM
Can we chat?
From JRT 6/9/16 11:02 AM
Want your input
From JRT to JS. 6/10/16 7:12AM
Can you talk? Want to give you
update before I leave.
From JRT to JS 6/10/16 7:42AM
I will only be a few mins.
From JS to JRT 6/10/16 8:01 AM,
Sorry. Just saw this. Now?
From JRT to JS 6/10/16 8:11 AM
Yes.
From JRT to JS; 6/13/16 3:35 PM
Can you please call me?
From JRT, 6/14/16. 6:49 PM
Any updates?
From JRT to JS 6/15/16 8:44 AM
Can you talk this am?
From JRT to JS, 6/16/16; 10:17 AM
Do u have a few mins to talk
From JRT, 6/20/16, 7:41 PM
Are you around?
From JRT to JS 6/20/16 :23
Randy and
[Redacted] on way to
airport and want to call you.
From JRT to JS, 7/7/16: 6:45 PM
Are you around? I am on with RJ
now.
From JRT, 7/8/16, 7:33 PM
I am on with RJ now.
From JRT to JS, 7/10/16, 6:14 PM
I am on a call now with RJ
From JS to JRT 7/10/16
6:37PM
How was the call?
From:JRT, 7/11/16, 7:43 AM
Do you have time to connect this
morning?
From JRT, 7/18/16, 8:40 AM
Can you talk this am?
From JRT, 8/9/16, 7:03 PM.
Just got off with RJ. They want to finalize docs this week and said they are instructing their
lawyers accordingly.
From JRT, 8/17/16, 8:25 PM
How did it go today?
From JRT, 8/25/16, 10:16 PM
How did call go?
From JRT, 9/8/16, 9:21 PM
Do you have time to talk this
weekend?
From JRT, 10/12/16, 7:41 PM
Can you please give me a call?
From JRT, 10/26/16 10:13 PM
Any updates from your end.
From JRT, 10/27/16, 8:06 AM
Can you please give me quick call.
From JRT, 10/27/16, 9:17 AM
Sorry. I missed your call. Traveling
this am.
From JRT, 11/1/16, 6:57 PM
Please call me when u can.
From: JRT 11/7/16 at 8:06 PM
How did everything go today?
From: JRT 11/15/16 at 7:36 PM
Can u please call me tonight.
From JRT to JS ,11/28/16, 9:13 AM
Can you talk?
From JRT, 12/1/16, 8:02 PM
I missed your call tonight. Can we
catch up this weekend?
From JRT, 12/18/16 8:06 PM
Any updates?
From JRT, 1/3/17, 8:59 PM
Any updates?
From JRT, 1/9/17; 7:52 PM
Can you talk this week?
From JRT, 1/14/17, 9:57 AM
Can you talk to RJ this weekend.
From JRT, 1/14/17, 11:51 AM
Sorry. I mean next week.
From JRT, 1/29/17, 10:06 AM
How was your week? Did you guys
travel? I think we are very close.
From JRT, 2/10/17, 7:13 PM.
How was your week?
From JRT, 2/19/17, 7:21 PM.
Can we catch up this week?
From JRT, 3/6/17, 7:34 PM
Are you around?
From JRT, 3/16/17, 6:37 PM.
Any updates?
From JRT, 5/12/17, 9:21 AM
Can you please call today.
From JRT, 5/12/17, 4:43 PM
Sorry. I missed your call,
From JRT, 6/4/17, 8:14 PM.
Are you around?
From JRT, 6/12/17, 6:58 PM.
How was your weekend?
From JRT, 6/27/17, 7:10 PM
Are you around?
From JRT, 7/5/17, 10:17 PM
Can we speak this week?
From JRT, 7/18/17, 9:23 PM.
How was your week?
From JRT, 8/7/17, 7:10 PM
Can you talk this week?
From JRT, 9/5/17, 10:29 PM
How are things?
From JRT, 10/15/17, 7:02 PM
Can we catch up when u have time.
From JRT, 11/13/17, 8:13 PM
Can we speak soon when you have
time.
From JRT, 11/14/17, 6:25 PM.
Sorry to miss you. Let’s try this
week.
From JRT, 11/27/17, 10:34 PM
How was your holiday?
From JRT, 12/6/17, 7:04 PM
Can you speak?
From JRT, 12/27/17, 5:52 PM
How as your holiday?
From JRT to JS 1/4/18 6:41PM
Any word? I left a message for
[Redacted] as well.
From JRT, 2/19/18, 8:31 PM
Can we speak this week?
From JRT, 3/14/18, 6:59 PM
Can we speak this week?
From JRT, 3/20/18, 7:52 PM
I just left u message and sent
email.
Please let me know.
Exhibit 90:
From: Jared Isaacman
Sent: Wednesday, January 20, 2016 4:58 PM
To: [Redacted]
Cc: [Redacted]
Subject: Re: Draft Agenda for Today
I spoke with rj. No worries.
Sent from my iPhone
Exhibit 117:
From JRT cell to JSI cell: 1/21/16 5:59 PM
Hey just spoke with RJ. They pushed valuation real hard but the feeling is
everyone is comfortable at 17-18x ($340-$360mm). Very solid given where we
started. Lighthouse on Monday.
From JSI cell to JRT to cell: 1/21/16 6:13 PM
Good work.
Exhibit 127:
From: Jared Isaacman
Sent: Wednesday, March 02, 2016 6:19:23 PM
To: [Redacted]
Cc: [Redacted]
Subject: Fwd: Shift4 Term Sheet.
FYI. Raymond James will incorporate our feedback.
Begin forwarded message:
From: Jared Isaacman
Date: March 2, 2016 at 5:50:20 PM EST
To: [Redacted]
Cc: “[Redacted]” , Randy
Subject: Re: Shift4 Term Sheet
This looks very good and is a great starting point. A couple thoughts.
1. The purchase price now assumes our 16′ rev is 22.8. I’m good with it
but we should probably get comfortable with it.
2. The mgmt comp plan isn’t clear. It just says 350k salary. This
should really be 550k for myself 350k for randy and the 600k to
other key execs which totals the 1.5. At a minimum, it should
say my comp is separate from this plan to avoid issues later.
Also, if we do over 24mm in year one which I think is highly
likely, is there a kicker?
3. It doesn’t say we are going to be running our company. The SHIFT4
Board section assumes it’s us running it which is good but the
comp plan should mention it.
4. I think 36 months is too long for both the earn out and lockup.
The s4 team is going to have a lot of net worth tied up
in this deal so they should have a chance to get liquid before
then. I think the longest should be 2 years and the shortest can
be 12-18 months. I’m open to suggestions here.
5. The 20mm line should be 25mm and say for general use for things
like acquisitions.
6. The earn out plan should be tied to ebitda as well. The 7mm net
rev target is easy to calculate. The s4 team needs .
7. I want to keep going through his document with the lawyers and
Randy
Sent from my iPhone
Exhibit 133:
From JRT to JS, 3/1/16 10:38AM
Just got off with RJ. They r huddling
today at noon on price. LH very
excited. Think things look very good
for tomorrow term sheet. I will keep
u posted.
From JRT to JS, 3/1/16, 4:47 PM
Had call with RJ. All very positive. LH
wants to get this done this month. They
said they know the number needs to
start with a 4. They have internal
meetings tomorrow to finalize. I think
we will have a very good starting point.
Exhibit 134:
From: Jared Isaacman <[Redacted]>
Date: March 2, 2016 at 5:50:20 PM EST
To:[Redacted]
Cc: “[Redacted]” <[Redacted]>, Randy [Redacted]
Subject: Re: Shift4 Term Sheet
This looks very good and is a great starting point. A couple thoughts.
1. The purchase price now assumes our 16′ rev is 22.8. I’m good with it
but we should probably get comfortable with it.
2. The mgmt comp plan isn’t clear. It just says 350k salary. This
should really be 550k for myself 350k for randy and the 600k to
other key execs which totals the 1.5. At a minimum, it should
say my comp is separate from this plan to avoid issues later.
Also, if we do over 24mm in year one which I think is highly
likely, is there a kicker?
3. It doesn’t say we are going to be running our company. The SHIFT4
Board section assumes it’s us running it which is good but the
comp plan should mention it.
4. I think 36 months is too long for both the earn out and lockup.
The s4 team is going to have a lot of net worth tied up
in this deal so they should have a chance to get liquid before
then. I think the longest should be 2 years and the shortest can
be 12-18 months. I’m open to suggestions here.
5. The 20mm line should be 25mm and say for general use for things
like acquisitions.
6. The earn out plan should be tied to ebitda as well. The 7mm net
rev target is easy to calculate. The s4 team needs .
7. I want to keep going through his document with the lawyers and
Randy
Sent from my iPhone
Exhibit 140:
From JRT cell to JSI cell: 3/09/16 3:59 PM
Very good. We have outside counsel
call at 430pm. I think we are really
close and just need to work out some
details…
From JRT cell to JSI cell: 3/09/16 3:59 PM
RJ and I are meeting with LH on fri in
Philly. They really want to get this
done ASAP.
From JRT cell to JSI cell: 3/18/16 8:41 PM
Yes. We had a call with RJ
and [Redacted] We feel really good that this deal
is coming together. The lawyers
are going to work 24/7 to get
this done. We r pushing hard to
get this done.
Exhibit 145:
From: JRT
Sent: 8/9/2016 7:03:18 PM
To: JS
Subject: Message from JRT
Just got off with RJ. They want to finalize docs this week and said they are instructing
their lawyers accordingly.
These represent all of the exhibit files that contained either direct text message conversations (that include both parties sending and receiving messages), or that mention “RAYMOND JAMES.” I included any related email forwards if they provide context to a text message or discussion. I’ve theoretical’d the text and presented it verbatim, including any truths that appear.