Robert J. Malionek Tak +4212 006 A208 Fax 1 292 7 Direct Diak 242.906.1816 wen. ta com robert. matianekiftiw.com FIRM LAFFIATE OFFICES Austin Wilawe LATHAMeWATKINS' emir New Brussels Orange Conmnly Chicage Pans November 21,2025 (VLA CM/ECF) Dubai Riyadks The Honorable Paul A. Engelmayer Frankzt San Francisco United States District Judge, Southern Diswict of New York ners su 4 . ong: Hoag Silicon Valley Thurgood Marshall United States Courthouse Houston Singapare 40 Foley Square Londen Tol Aviv New York, NY 10007 LasAngeies = Tokyo Re: Plate Capital Limited vy. FTP Securities LLC, et al., No. 1:25-cy-02549 □□□ D.N.Y.) Dear Judge Engelmayer: On behalf of Defendants-Counterclaim-Plaimtiffs Financial Technology Partners LP and FTP Securities LLC (collectively, “FT Partners}, we respectfully request that the Court compel Plaintiff-Counterclaim-Defendant Plata Capital Limited (“Plata”) to produce unredacted emails, including one attachment, exchanged between Plata and the third-party minority investor with whom Plata was nesctiating supposedly at arm’s-length, and who Plata alleges actually “acquired” Plata through a “Company Sale.” Examples are attached. FT Partners asks the Court to reject Plata’s assertions that (1) such third-party communications constitute “attorney work product” and (2) it shared a “common interest” with its counterparty that precludes waiver of any privilege. L BACKGROUND This matter centers on whether Plata engineered a sham transaction to manufacture a “Company Sale” in an effort to terminate its Engagement Letter with its financial advisor, FT Pariners. See ECF No. 23 (“Counterclaims”) | a—j. As part of FT Partners’ engagement by Plata to raise capital frem anew minority investor, FT Partners introduced Plata to North Haven Capital (North Haven”), a company that holds itself out as engaging im minority pevestments. Following this introduction, Plata and North Haven excluded FT Partners from ail subsequent discussions regarding a potential transaction. To make it appear as though a “Company Sale” had taken place, Plata worked with North Haven to form FinTech Acquisition Limited (“FAL HoldCo”) which Plata would label its “acquirer.” In reality, FAL HoldCo was a shell owned almost entirely by Pista’s original shareholders to facilitate a third-party mimority mvestment, and as a result, the share exchange with FAL HoldCo was merely a reorganization (not a Company Sale). The discovery thus far indicates that ducing North Haven’s consideration of a minority investment in Plata, includmg due diligence and negotiations, Plata discussed manufacturing a “Company Sale” to ty to rid Plata of its obligations under the Engagement Letter. This Letter Motios is focused on emails between Plata and North Haven dunng this period that have been □ improperly redacted by Plata on the basis of “common interest” and “attorney work product,” as well as a “legal opinion” attached to one of these emails that Plata has withheld. shit | ieee □□ se
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ee eee eee
a
Exhibit B: x a a
eee ee It is no surprise that Plata is poing to preat lengths to conceal as much of the communications reflected in Exhibits A and B as it can. Even the waredacted portions confirm FT Partners’ core theory: Plata stnictured the transaction in order to try, improperly, to tenninate the Engagement Letter and avoid future fees. On their face, however, these einails are ordinary business communications between potential comiferparties to a negotiation that were sent during North Haven’s diligence of Plafa’s financial position and are thus not entitled to a privilege that only attaches where there is a reasonable expectation of litigation. The parties have met and conferred regarding these issues and have reached an impasse. IT. THE SUBJECT COMMUNICATIONS ARE NOT ATTORNEY WORK PRODUCT The attorney work. product dectrine protects documents prepared “m anticipation of litigation,” but not those created im “the ordinary course of business.” Ricol Co. v. Aeroflex Inc., 219 FR.D. 66, 68 (S.D.N_Y. 2003). Courts consider whether the “purpose for [a document's] creation was not preparation for litigation, but furtherance of a business transaction.” Bank Brussels Lambert y. Credit Lyonnais (Suisse) S.A., 160 F.R.D. 437, 448 (S.D.NCY. 1995); DDK Hotels, LLC «. Williams-Sonoma, Tnc., 2024 WL 4555881. at *4 (E.D.N_Y, 2024) (same). Here: —i.e., for precisely the counterclaims that FT Partners brings in this case. See Exs..A & B. Critically, these emails. and i BE were sent durme diligence im “furtherance of a business transaction.” ie., to help convince North Haven to make a financial investment in Plata—and not because Plata was in fact
November 21, 2025.
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Robert J. Malionek Tak +4212 006 A208 Fax 1 292 7 Direct Diak 242.906.1816 wen. ta com robert. matianekiftiw.com FIRM LAFFIATE OFFICES Austin Wilawe LATHAMeWATKINS' emir New Brussels Orange Conmnly Chicage Pans November 21,2025 (VLA CM/ECF) Dubai Riyadks The Honorable Paul A. Engelmayer Frankzt San Francisco United States District Judge, Southern Diswict of New York ners su 4 . ong: Hoag Silicon Valley Thurgood Marshall United States Courthouse Houston Singapare 40 Foley Square Londen Tol Aviv New York, NY 10007 LasAngeies = Tokyo Re: Plate Capital Limited vy. FTP Securities LLC, et al., No. 1:25-cy-02549 □□□ D.N.Y.) Dear Judge Engelmayer: On behalf of Defendants-Counterclaim-Plaimtiffs Financial Technology Partners LP and FTP Securities LLC (collectively, “FT Partners}, we respectfully request that the Court compel Plaintiff-Counterclaim-Defendant Plata Capital Limited (“Plata”) to produce unredacted emails, including one attachment, exchanged between Plata and the third-party minority investor with whom Plata was nesctiating supposedly at arm’s-length, and who Plata alleges actually “acquired” Plata through a “Company Sale.” Examples are attached. FT Partners asks the Court to reject Plata’s assertions that (1) such third-party communications constitute “attorney work product” and (2) it shared a “common interest” with its counterparty that precludes waiver of any privilege. L BACKGROUND This matter centers on whether Plata engineered a sham transaction to manufacture a “Company Sale” in an effort to terminate its Engagement Letter with its financial advisor, FT Pariners. See ECF No. 23 (“Counterclaims”) | a—j. As part of FT Partners’ engagement by Plata to raise capital frem anew minority investor, FT Partners introduced Plata to North Haven Capital (North Haven”), a company that holds itself out as engaging im minority pevestments. Following this introduction, Plata and North Haven excluded FT Partners from ail subsequent discussions regarding a potential transaction. To make it appear as though a “Company Sale” had taken place, Plata worked with North Haven to form FinTech Acquisition Limited (“FAL HoldCo”) which Plata would label its “acquirer.” In reality, FAL HoldCo was a shell owned almost entirely by Pista’s original shareholders to facilitate a third-party mimority mvestment, and as a result, the share exchange with FAL HoldCo was merely a reorganization (not a Company Sale). The discovery thus far indicates that ducing North Haven’s consideration of a minority investment in Plata, includmg due diligence and negotiations, Plata discussed manufacturing a “Company Sale” to ty to rid Plata of its obligations under the Engagement Letter. This Letter Motios is focused on emails between Plata and North Haven dunng this period that have been □ improperly redacted by Plata on the basis of “common interest” and “attorney work product,” as well as a “legal opinion” attached to one of these emails that Plata has withheld. shit | ieee □□ se
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ee eee eee
a
Exhibit B: x a a
eee ee It is no surprise that Plata is poing to preat lengths to conceal as much of the communications reflected in Exhibits A and B as it can. Even the waredacted portions confirm FT Partners’ core theory: Plata stnictured the transaction in order to try, improperly, to tenninate the Engagement Letter and avoid future fees. On their face, however, these einails are ordinary business communications between potential comiferparties to a negotiation that were sent during North Haven’s diligence of Plafa’s financial position and are thus not entitled to a privilege that only attaches where there is a reasonable expectation of litigation. The parties have met and conferred regarding these issues and have reached an impasse. IT. THE SUBJECT COMMUNICATIONS ARE NOT ATTORNEY WORK PRODUCT The attorney work. product dectrine protects documents prepared “m anticipation of litigation,” but not those created im “the ordinary course of business.” Ricol Co. v. Aeroflex Inc., 219 FR.D. 66, 68 (S.D.N_Y. 2003). Courts consider whether the “purpose for [a document's] creation was not preparation for litigation, but furtherance of a business transaction.” Bank Brussels Lambert y. Credit Lyonnais (Suisse) S.A., 160 F.R.D. 437, 448 (S.D.NCY. 1995); DDK Hotels, LLC «. Williams-Sonoma, Tnc., 2024 WL 4555881. at *4 (E.D.N_Y, 2024) (same). Here: —i.e., for precisely the counterclaims that FT Partners brings in this case. See Exs..A & B. Critically, these emails. and i BE were sent durme diligence im “furtherance of a business transaction.” ie., to help convince North Haven to make a financial investment in Plata—and not because Plata was in fact
November 21, 2025.
LATHAM4WATKINS preparing for litigation as that concept has been defined im the applicable case law. Indeed, these communications were sent in March 2024, roughly a year before Plata initiated this action, and are damning evidence of not only Plaia’s efforts to manufacture a sham transaction, but also eee BEE «Such conversations—which happen in the midst of arm’s-length diligence relating to a potential mvestment—are rot protected by the work product doctrine. See Morterey Bay Mil. Hous, LLC v. Amthac Assurance Corp., 2023 WL 315072, at *10 (S_D.N-Y. 2023) (statmg that “[a] party’s consideration of the possibility of litigation is insufficient to tigger the protection of the work product doctrine”) (collecting cases) (cleamed up), Bank Brussels, 160 F.R.D, at 448 (same); Gucci America, Inc. v. Guess?, Inc., 271 F.R.D. 58, 75 (S.D.NLY, 2010) (holdiag a cease-amd-desist letter was not au “affirmative step[] 1m anticipation of ligation”). Plata bears the burden of establishing that it reasona’ly anticrpated litigation at that time, see Monterey, 2023 WL 315072, at *10, which it cannot do. For example, Plata refuses to say whither a litigation hold notice was in place when these emails were sent (which, if Plata truly anticipated litigation, it would have needed to set up), or whether the information was marked privileged. Instead, Plata relies on a non-disclosure agreement (“NDA”) (Exhibit C), entered into between Pista aad North Haven, as support for its position. Critically, though, the NDA only confirms the opposite, as it reflects a standard form between potential counterparties to a tramsaction. Indeed, it states, inter olin, Se Ss The NDA underscores the ordinary iransactional nature of these communications and refutes any claim of work product protection. HE THE COMMON INTEREST DOCTRINE IS NOT APPLICABLE Plata also has asserted that sending these business communications to third-party North Haven did not waive any privilege, citing the “cemmon interest” doctrine. For the same reasons as above—namely, m light of North Haven’s status as an adverse counterparty doing financial and business diligence on a possible ormority mvestment—this claim fails. At most, these communications reflect “a business strategy that happens to mclude a concern about litigation,” which courts have routinely recognized as msufficient to invoke common interest privilege. Zn re FTC. 2001 WL 396523, at *5 (S.D.NLY. Apr. 19, 2001); Bank Brussels, 160 F.R.D. at 447 (S.D-NLY. 1995) (same): Monterey, 2023 WL 315072, at *8 (same) (collecting cases). The NDA was a transactional document, not a common interest agreement. This 1s precisely the sort of abuse that courts protect agausst by narrowly applying the common interest doctnne. See Apibac Assur. Carp. v. Countrywide Home Loans, Inc.,27 NY 3d 616, 629 (2016) (*[W]e do not perceive a need to extend the common inferest doctrine to communications made im the absence of pendmg or anticipated litigation, and any benefits that may attend such an expansion of the doctrine are outweighed by the substantial loss of relevant evidence, as well as the potential for abuse.”}. IV. CONCLUSION FT Partners respectfully requests an order requiring Plata to produce these materials {after an in camera review, if the Court deems appropriate) in wiredacted form, including the “legal opmuon,” and to produce any other documents withheld on the same grounds.
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Respectfully subnutted, és/ Robert J. Malionek Robert J. Malionek LATHAM & WATKINS LLP 1271 Avenue of the Americas New York, New York 10020 (212) 906-1200 robert malioneki@lw.com Enclosures cc: all counsel of record (via ECF) Gwith enclosures)
Per the Court's Individual Rule 2(C) governing discovery disputes, Plata's response to FT Partners’ letter to compel unredacted production is due December 1, 2025. To assist in resolving this motion, the Court directs Plata to furnish the Court forthwith unredacted copies of the materials at dispute. FT Partners is to provide the Court with these materials by emailing them to EngelmayerN YSDChambers@nycourts.uscourts.gov.
PAUL A. ENGELMAYER * United States District Judge
Dated: November 24, 2025 New York, New York