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Contract analysis / rolling-production-cover-letters.docx
rolling-production-cover-letters.docx
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I. Production Details
I. Production Details This First Production consists of a total of 48,212 documents, Bates-stamped sequentially from BRB-SEC-000001 through BRB-SEC-048212. The documents are being produced in TIFF image format with extracted text, unitized and Bates-stamped in accordance with the specifications set forth in the Production Protocol Letter. Accompanying this production are load files and associated metadata fields suff
II. Custodian Identification
II. Custodian Identification The documents included in this First Production were sourced from the files and electronic repositories of the following custodians, each of whom was identified as a relevant custodian pursuant to the search methodology agreed upon in the Production Protocol Letter:
1. Patricia Navarrete, Chief Financial Officer
1. Patricia Navarrete, Chief Financial Officer
2. Raymond Hu, Chief Accounting Officer
2. Raymond Hu, Chief Accounting Officer
3. Derek Sung, General Counsel and Chief Legal Officer
3. Derek Sung, General Counsel and Chief Legal Officer
4. Naveen Chakravarti, Senior Vice President and Division Head, BridgeFin
4. Naveen Chakravarti, Senior Vice President and Division Head, BridgeFin
5. Annette Kowalski, Chief Risk Officer
5. Annette Kowalski, Chief Risk Officer Custodian coding for each document is included in the designated metadata fields of the accompanying load file, enabling the Staff to filter and sort the produced documents by custodian. We note that document collection and processing from additional custodians and non-custodial sources is ongoing, and additional custodians may be identified in connection with subsequent rollin
III. Description of Document Categories
III. Description of Document Categories The documents included in this First Production generally fall within the following categories, which correspond to the subject-matter specifications set forth in the Subpoena: (a) Corporate financial records relating to BRB's BridgeFin division allowance for credit losses ("ACL") estimates for fiscal year 2022 and the first and second quarters of fiscal year 2023, including in
IV. Privilege Log Status
IV. Privilege Log Status In connection with this First Production, BRB is withholding certain documents and communications, and has applied redactions to certain other documents, on the basis of one or more of the following privileges and protections: the attorney-client privilege, the work-product doctrine, and the bank-examination privilege. A preliminary privilege log accompanies this First Production, identifying
V. Reservations and Confidentiality
Medium
⚑ Confidentiality undertaking
V. Reservations and Confidentiality BRB expressly reserves all rights, objections, and defenses previously asserted, including without limitation those set forth in BRB's written response to the Subpoena dated October 22, 2023, and in the Production Protocol Letter. Nothing in this letter or in the production of documents accompanying it shall be construed as a waiver of any applicable privilege, protection, objectio
I. Production Details
I. Production Details This Second Production consists of a total of 53,890 documents, Bates-stamped sequentially from BRB-SEC-048213 through BRB-SEC-102102. The documents are produced in TIFF image format with extracted text, unitized and Bates-stamped in accordance with the Production Protocol Letter, and are accompanied by load files containing metadata fields as previously agreed. Including this Second Production,
II. Custodian Identification
II. Custodian Identification The documents included in this Second Production were sourced from the files and electronic repositories of the custodians previously identified in connection with the First Production, as well as from the following additional custodians: Previously Identified Custodians:
1. Patricia Navarrete, Chief Financial Officer
1. Patricia Navarrete, Chief Financial Officer
2. Raymond Hu, Chief Accounting Officer
2. Raymond Hu, Chief Accounting Officer
3. Derek Sung, General Counsel and Chief Legal Officer
3. Derek Sung, General Counsel and Chief Legal Officer
4. Naveen Chakravarti, Senior Vice President and Division Head, BridgeFin
4. Naveen Chakravarti, Senior Vice President and Division Head, BridgeFin
5. Annette Kowalski, Chief Risk Officer
5. Annette Kowalski, Chief Risk Officer Additional Custodians in This Production:
6. Marcus R. Ellingham, Chief Executive Officer — a limited set of executive-level commun
6. Marcus R. Ellingham, Chief Executive Officer — a limited set of executive-level communications regarding BridgeFin portfolio reviews, management reporting, and strategic oversight of the BridgeFin division
7. Gwendolyn Prescott, Chair, Audit Committee of the Board of Directors — Audit Committee
7. Gwendolyn Prescott, Chair, Audit Committee of the Board of Directors — Audit Committee meeting minutes, related board-level materials, and associated correspondence Custodian coding for all documents continues to be included in the designated metadata fields of the accompanying load file. We note that the collection and processing of data from additional custodial and non-custodial sources remains ongoing, and add
III. Description of Document Categories
Medium
⚑ Liability cap to check against exposure
III. Description of Document Categories The documents included in this Second Production generally fall within the following categories: (a) Audit Committee meeting minutes and board presentations for fiscal year 2022 through the second quarter of fiscal year 2023, including quarterly reviews of credit risk and ACL reserve adequacy; (b) Communications between BRB personnel and the Bank's independent auditor, Whitfiel
IV. Privilege Log Status
IV. Privilege Log Status An updated cumulative privilege log accompanies this Second Production. The updated privilege log reflects all documents withheld or redacted in connection with both the First and Second Productions. The interim count of privileged documents withheld or redacted is set forth in the accompanying log and will be finalized in the cumulative privilege log to be delivered with BRB's final producti
V. Reservations and Confidentiality
Medium
⚑ Confidentiality undertaking
V. Reservations and Confidentiality BRB expressly reserves all rights, objections, and defenses previously asserted, including those set forth in its response to the Subpoena and in the Production Protocol Letter, and incorporates by reference the reservations set forth in the First Production cover letter dated November 1, 2023. The production of documents in this Second Production does not constitute a waiver of an
I. Production Details
I. Production Details This Third Production consists of a total of 41,307 documents, Bates-stamped sequentially from BRB-SEC-102103 through BRB-SEC-143409. The documents are produced in TIFF image format with extracted text, unitized and Bates-stamped in accordance with the Production Protocol Letter, and accompanied by the requisite load files and metadata. Including this Third Production, BRB has now produced a cum
II. Custodian Identification
II. Custodian Identification The documents included in this Third Production were sourced from the files and electronic repositories of all previously identified custodians, namely: Patricia Navarrete (CFO), Raymond Hu (CAO), Derek Sung (General Counsel/CLO), Naveen Chakravarti (SVP & Division Head, BridgeFin), Annette Kowalski (CRO), Marcus R. Ellingham (CEO), and Gwendolyn Prescott (Audit Committee Chair). In addit
III. Description of Document Categories
III. Description of Document Categories The documents included in this Third Production generally fall within the following categories: (a) BridgeFin loan-level data and vintage cohort performance reports covering the period from the third quarter of 2021 through the fourth quarter of 2022, including granular data reflecting origination volumes, delinquency rates, loss-severity metrics, and recovery experience by vin
IV. Privilege Log Status
IV. Privilege Log Status An updated cumulative privilege log accompanies this Third Production. The updated log reflects all documents withheld or redacted in connection with the First, Second, and Third Productions. BRB notes that certain communications with Caldwell Pratt & Stein LLP have been withheld on attorney-client privilege grounds — specifically, communications reflecting legal advice rendered by Caldwell P
V. Reservations and Confidentiality
Medium
⚑ Confidentiality undertaking
V. Reservations and Confidentiality BRB expressly reserves all rights, objections, and defenses previously asserted, including those set forth in its response to the Subpoena, in the Production Protocol Letter, and in the cover letters accompanying the First and Second Productions. The production of documents does not constitute a waiver of any applicable privilege, protection, objection, or defense. BRB notes that i
I. Production Details
I. Production Details This Fourth Production consists of a total of 62,415 documents, Bates-stamped sequentially from BRB-SEC-143410 through BRB-SEC-205824. The documents are produced in TIFF image format with extracted text, unitized and Bates-stamped in accordance with the Production Protocol Letter, and accompanied by load files and metadata. Including this Fourth Production, BRB has now produced a cumulative tota
II. Custodian Identification
II. Custodian Identification The documents included in this Fourth Production were sourced from the files and electronic repositories of all previously identified custodians: Patricia Navarrete (CFO), Raymond Hu (CAO), Derek Sung (General Counsel/CLO), Naveen Chakravarti (SVP & Division Head, BridgeFin), Annette Kowalski (CRO), Marcus R. Ellingham (CEO), and Gwendolyn Prescott (Audit Committee Chair). In addition, th
III. Description of Document Categories
III. Description of Document Categories The documents included in this Fourth Production generally fall within the following categories: (a) BridgeFin AI-driven underwriting model governance documents, including the Bank's model risk management framework documentation, model owner attestations, model inventory records, and documentation of model change management processes as they relate to the BridgeFin consumer len
IV. Privilege Log Status
IV. Privilege Log Status An updated cumulative privilege log accompanies this Fourth Production. BRB notes that a significant volume of documents collected in connection with this Fourth Production has been withheld on the basis of the bank-examination privilege. These documents consist of materials prepared for, by, or in connection with examinations conducted by the Office of the Comptroller of the Currency ("OCC")
V. Reservations and Confidentiality
Medium
⚑ Confidentiality undertaking
V. Reservations and Confidentiality BRB expressly reserves all rights, objections, and defenses previously asserted, including those set forth in its response to the Subpoena, in the Production Protocol Letter, and in the cover letters accompanying the First, Second, and Third Productions. The production of documents does not constitute a waiver of any applicable privilege, protection, objection, or defense. BRB rene
I. Production Details
I. Production Details This Fifth Production consists of a total of 39,881 documents, Bates-stamped sequentially from BRB-SEC-205825 through BRB-SEC-245705. The documents are produced in TIFF image format with extracted text, unitized and Bates-stamped in accordance with the Production Protocol Letter, and accompanied by load files and metadata. Including this Fifth Production, BRB has now produced a cumulative total
II. Custodian Identification
II. Custodian Identification The documents included in this Fifth Production were sourced from the files and electronic repositories of all previously identified custodians. In addition, this Fifth Production includes a significant volume of documents sourced from the following: • Raymond Hu's Accounting Team — including members of the Bank's Chief Accounting Officer group responsible for ACL calculation, financial s
III. Description of Document Categories
Standard
⚑ Commercial term
III. Description of Document Categories The documents included in this Fifth Production generally fall within the following categories: (a) Working papers and supporting schedules for BRB's ACL calculations as of December 31, 2022, March 31, 2023, and June 30, 2023, including detailed schedules reflecting the modeled loss estimates, qualitative factor adjustments, management overlays, and final ACL amounts by portfol
IV. Privilege Log Status
IV. Privilege Log Status An updated cumulative privilege log accompanies this Fifth Production. BRB notes that its privilege review of the remaining documents in the collection is substantially complete, and BRB anticipates that the privilege log accompanying the next scheduled production will constitute the final cumulative privilege log. BRB will continue to identify any additional documents subject to privilege cl
V. Reservations and Confidentiality
Medium
⚑ Confidentiality undertaking
V. Reservations and Confidentiality BRB expressly reserves all rights, objections, and defenses previously asserted. The production of documents does not constitute a waiver of any applicable privilege, protection, objection, or defense. BRB anticipates that it will complete its document production in one additional and final rolling production, which BRB currently expects to transmit to the Staff on or about March 1
I. Production Details
I. Production Details This Sixth and Final Production consists of a total of 38,912 documents, Bates-stamped sequentially from BRB-SEC-245706 through BRB-SEC-284617. The documents are produced in TIFF image format with extracted text, unitized and Bates-stamped in accordance with the Production Protocol Letter, and accompanied by load files and metadata. Including this Final Production, BRB has produced a cumulative
II. Custodian Identification — Complete List
II. Custodian Identification — Complete List Set forth below is the complete list of all custodians and non-custodial sources from which documents were collected and produced across all six rolling productions: Individual Custodians:
1. Patricia Navarrete, Chief Financial Officer
1. Patricia Navarrete, Chief Financial Officer
2. Raymond Hu, Chief Accounting Officer
2. Raymond Hu, Chief Accounting Officer
3. Derek Sung, General Counsel and Chief Legal Officer
3. Derek Sung, General Counsel and Chief Legal Officer
4. Naveen Chakravarti, Senior Vice President and Division Head, BridgeFin
4. Naveen Chakravarti, Senior Vice President and Division Head, BridgeFin
5. Annette Kowalski, Chief Risk Officer
5. Annette Kowalski, Chief Risk Officer
6. Marcus R. Ellingham, Chief Executive Officer
6. Marcus R. Ellingham, Chief Executive Officer
7. Gwendolyn Prescott, Chair, Audit Committee of the Board of Directors
7. Gwendolyn Prescott, Chair, Audit Committee of the Board of Directors Non-Custodial Sources:
8. BridgeFin Division Shared Drives
8. BridgeFin Division Shared Drives
9. BRB Enterprise Data Warehouse
9. BRB Enterprise Data Warehouse
10. BRB Financial Reporting Group Files
10. BRB Financial Reporting Group Files
11. BRB Centralized Loan-Management System
11. BRB Centralized Loan-Management System Custodian and source-level coding for all 284,617 produced documents is reflected in the metadata fields of the load files delivered in connection with each rolling production.
III. Description of Document Categories in Final Production
III. Description of Document Categories in Final Production The documents included in this Sixth and Final Production generally fall within the following categories: (a) Remaining responsive documents from all custodians and non-custodial sources, including the final tranche of BridgeFin operational records that had been in the final stages of processing and review at the time of the Fifth Production. These materials
IV. Final Cumulative Privilege Log
IV. Final Cumulative Privilege Log Delivered concurrently with this Final Production is BRB's final cumulative privilege log (the "Final Privilege Log"), which identifies a total of 1,847 documents that have been withheld in whole or redacted in part across all six rolling productions on the basis of one or more of the following privileges and protections: • Attorney-Client Privilege — communications between BRB pers
V. Reservations and Disclaimers
Medium
⚑ Liability cap to check against exposure
V. Reservations and Disclaimers BRB expressly reserves all rights, objections, and defenses previously asserted in connection with the Subpoena and the investigation, including without limitation those set forth in: (a) BRB's written response to the Subpoena dated October 22, 2023; (b) The Production Protocol Letter dated October 20, 2023; and (c) The cover letters accompanying each of BRB's six rolling productions.
VI. Certification of Completeness
Medium
⚑ Forum / governing law
VI. Certification of Completeness Based on a reasonable and good-faith search of custodial and non-custodial sources, conducted in accordance with the agreed-upon search methodology set forth in the Production Protocol Letter — including the identified custodians, the agreed-upon date ranges, and the negotiated keyword search terms and their Boolean connectors — BRB believes that its production of documents in respon