CALDERWOOD & HARKNESS LLP Attorneys at Law
450 Park Avenue, 30th Floor New York, NY 10022 Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com
February 10, 2023
VIA ELECTRONIC DELIVERY AND FIRST-CLASS MAIL
Miriam T. Goldfarb Assistant United States Attorney Complex Frauds & Cybercrime Unit United States Attorney's Office Southern District of New York 500 Pearl Street New York, NY 10007
Re: Grand Jury No. 22-GJ-4481 — Document Production on Behalf of Jonathan R. Caldwell Second Rolling Production
Dear AUSA Goldfarb:
As you know, this firm represents Jonathan R. Caldwell in connection with the federal grand jury subpoena duces tecum issued on November 18, 2022, and served upon Mr. Caldwell on November 21, 2022, in the above-referenced matter, Grand Jury No. 22-GJ-4481 (Calderwood & Harkness Matter No. 1034-00001). The purpose of this letter is to transmit Mr. Caldwell's second rolling production of documents responsive to the subpoena, consistent with the rolling production schedule previously agreed upon between counsel and the Government. This second production is made pursuant to the second extension of the return date to February 10, 2023, as reflected in and confirmed by your email correspondence to the undersigned dated January 19, 2023. We appreciate the Government's continued accommodation of a reasonable schedule for production in light of the volume of potentially responsive materials at issue.
Description of the Second Rolling Production
This second rolling production consists of 1,375 documents, which have been Bates-stamped CALDWELL-01843 through CALDWELL-03217. All documents have been produced in TIFF image format, accompanied by corresponding load files (including extracted text, metadata, and native files where applicable), in accordance with the production specifications previously agreed upon between the parties. The documents are being transmitted simultaneously with this letter via secure electronic file transfer to the designated United States Attorney's Office secure file repository, consistent with the protocols established for the prior production.
The documents comprising this second production were identified as responsive to the subpoena's document requests following a comprehensive review of approximately 14,200 documents collected from the following custodial sources associated with Mr. Caldwell: (i) Mr. Caldwell's personal email account (jrc@caldwellcap.com), (ii) Mr. Caldwell's personal mobile device, (iii) physical files located at Mr. Caldwell's personal residence and office, and (iv) the Caldwell Capital Advisors LLC shared network drive. The review encompassed documents within the date range specified in the subpoena, January 1, 2014 through December 31, 2021. Documents were reviewed for responsiveness by attorneys at this firm under the supervision of the undersigned, employing both targeted keyword search methodologies and manual review protocols.
Summary of Categories of Documents Included in This Production
The documents included in this second rolling production generally fall within the following categories, which correspond to the subject-matter categories identified in the subpoena:
1. Communications with Marcus W. Stavros and Aegean Realty Partners LLC. This production includes email correspondence, text messages, and other written communications between Mr. Caldwell and Marcus W. Stavros, as well as communications between Mr. Caldwell and other representatives, principals, or agents of Aegean Realty Partners LLC and its affiliated fund entities, including Aegean Realty Fund III LP, Aegean Realty Fund IV LP, and Aegean Realty Fund V LP. These communications relate to, among other things, investment opportunities, fund performance, capital calls, distribution schedules, and general business discussions during the relevant time period.
2. Financial Records, Wire Transfer Confirmations, Account Statements, and Distribution Records. This production includes financial records pertaining to Mr. Caldwell's limited partnership investments in the Aegean Realty fund entities, as well as records relating to Mr. Caldwell's joint venture interests in 710 Flatbush Holdings LLC and Stavros-Caldwell Industrial LLC. Included within this category are wire transfer confirmations, bank account statements, capital account statements, distribution records, K-1 tax schedules, and related financial documentation reflecting the flow of funds between and among Mr. Caldwell, the aforementioned entities, and their respective financial institutions.
3. Loan and Financing Correspondence and Documentation. This production includes correspondence and transactional documents relating to loan and financing arrangements with Westlake Fidelity Bank, N.A. and Harborview Trust Company. These documents pertain to credit facilities, mortgage financing, lines of credit, and related instruments obtained in connection with real properties in which Mr. Caldwell and Mr. Stavros held direct or indirect ownership interests, including loan applications, commitment letters, promissory notes, closing documents, and related correspondence with lending officers and counsel.
4. Appraisal, Valuation, and Property Inspection Reports. This production includes appraisal reports, broker opinions of value, internal valuation analyses, and property inspection and condition reports relating to properties associated with the Aegean Realty syndication transactions. These documents were obtained from Mr. Caldwell's files and include reports prepared by third-party appraisal firms, as well as internal memoranda and correspondence discussing valuation matters.
The foregoing summary is provided for the Government's convenience in organizing and reviewing the production and is not intended to be exhaustive or to limit the scope of the documents produced.
Reference to Prior Production
As reflected in my letter to you dated January 20, 2023, the first rolling production, consisting of 1,842 documents Bates-stamped CALDWELL-00001 through CALDWELL-01842, was transmitted to the Government on January 20, 2023 via the same secure electronic file transfer protocol. Together with this second production, a cumulative total of 3,217 documents (Bates-stamped CALDWELL-00001 through CALDWELL-03217) have now been produced to the Government on behalf of Mr. Caldwell in response to the subpoena.
Anticipated Third and Final Rolling Production
We wish to advise that the document review is nearing completion. We anticipate that a third and final rolling production will follow within approximately two weeks, on or about February 24, 2023. This anticipated timeline is, of course, subject to the volume of remaining documents requiring review and any unforeseen complexities that may arise in the final stages of the review process; however, we do not presently anticipate any material delay beyond that date.
The third and final production will be accompanied by a comprehensive privilege log identifying all documents that have been withheld from production on the basis of attorney-client privilege, the work product doctrine, or both. Consistent with applicable authority and the requirements of the subpoena, the privilege log will identify each withheld document by the following fields: (i) Bates number or range, (ii) date of the document, (iii) author or sender, (iv) recipient(s) and any individuals copied, (v) a brief subject matter description sufficient to assess the privilege claim without disclosing privileged content, and (vi) the specific privilege or protection asserted. We will, of course, be available to discuss any questions regarding the privilege designations at the Government's convenience following delivery of the log.
Reservation of Rights
This production is made without waiver of any applicable rights, privileges, protections, or objections available to Mr. Caldwell, all of which are expressly reserved. Without limiting the generality of the foregoing, the production of any document in this or any prior or subsequent production shall not constitute, and shall not be deemed to constitute, an admission or concession regarding the relevance, authenticity, admissibility, or evidentiary significance of any document produced. Mr. Caldwell further reserves the right to supplement, correct, or clarify any production, and to assert objections to the subpoena or to any particular document request contained therein, at any time.
Additionally, Mr. Caldwell continues to reserve all rights with respect to the testimonial component of the subpoena, including any right to invoke the protections of the Fifth Amendment to the United States Constitution. As you are aware, Mr. Caldwell's obligation to appear before the grand jury for testimony remains deferred by mutual agreement pending the Government's review of the document productions. We understand that this arrangement remains in effect and that we will have an opportunity to confer before any testimony date is scheduled.
Cooperation Statement
We wish to reiterate that Mr. Caldwell remains willing to cooperate fully with the Government's investigation. Mr. Caldwell is a witness in this matter, and he is committed to complying with his obligations under the subpoena and to facilitating the Government's review of responsive materials in a thorough and timely manner. We trust that the rolling production schedule, and Mr. Caldwell's substantial production of documents to date, reflect that commitment.
Contact Information
Should you have any questions regarding this production, require any clarification with respect to the documents produced, or wish to discuss any further matters relating to Mr. Caldwell's compliance with the subpoena, please do not hesitate to contact me directly at (212) 554-7124 or cashby@calderwoodharkness.com. I am, as always, available at your convenience.
We thank you for your professionalism and courtesy throughout this process.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Conrad Ashby Partner, White Collar & Investigations Calderwood & Harkness LLP 450 Park Avenue, 30th Floor New York, NY 10022 Direct: (212) 554-7124
Email: cashby@calderwoodharkness.com
Enclosures:
Second Rolling Production (1,375 documents, Bates CALDWELL-01843 through CALDWELL-03217) — transmitted electronically via secure file transfer
cc:
Jonathan R. Caldwell (via email) Bernard Crawford, Calderwood & Harkness LLP (internal)