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575 SEVENTH STREET NW WASHINGTON. DC 20004

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T 202.344.4000

F 202.344.8300

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F 202344.8300
mtcusson@venable.com

November 303 201 5
E. Joseph Face, Jr.
Commissioner of Financial Institutions
Bureau of Financial Institutions
State Corporation Commission
1300 East Main Street
Suite 800
P.O. Box 640
Richmond, VA 23218-0640

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TitleMax of Virginia, Inc. cl/b/a TitleMax;
Petition Pursuant to 5 VAC 5-20-100(B)

Dear Mr. Face:

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Thank you for your letter dated November 19, 2015 to TitleMax of Virginia, Inc.
("TitleMax") concerning the State Corporation Commission's (the "Commission") receipt of a
request for die release of TitleMax's 2014 annual report (the "Annual Report"), filed with the
Bureau of Financial Institutions (the "Bureau") pursuant to Section 6.2-2210 of the Code of
Virginia.
Pursuant to 5 VAC 5-20-100(6), TitleMax files this Petition to apprise you that TitleMax
objects to full disclosure of its Annual Report. As stated herein, TitleMax believes that the
Commission is legally compelled to withhold portions of its Annual Report in accordance with
Section 6.2-101 of the Code of Virginia, which governs the treatment of confidential information
(the "Confidentiality Rules"). See Va. Code § 6.2-101. In addition, portions of TitleMax's
Annual Report are exempt from disclosure because the information falls within the
"Confidentiality Policy" described on the Bureau's website. Further, as a separate and
independent basis for withholding portions of the Annual Report, TitleMax respectfiilly submits
that certain information contained in the Annual Report is proprietary and would cause
irreparable damage to, and competitively disadvantage TitleMax if it is made publicly available.
Cf. Va. Code § 2.2-3705.6; 5 U.S.C. § 552(b)(4).
First, TitleMax objects to the disclosure of its detailed financial information. This
includes the financial information contained in pages 13-16 of the Annual Report, including
TitleMax's income statements and balance sheets, and the entirety of page 4, Section II, which
describes confidential information about TitleMax's financial transactions to date. Such
information should not be released, and should be redacted from any production, because it

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November 30, 2015

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constitutes "personal financial information," which the Confidentiality Rules expressly exempt
from disclosure. Specifically, the Confidentiality Rules state: "Except as otherwise provided in
this title or § 12.1-19, the following shall not be disclosed by the Commission or any of its
employees . . . (iii) any personal financial information furnished to, or obtained by the Bureau."
Va. Code § 6.2-101 (A). The Confidentiality Rules define "person" to mean "any individual,
corporation, partnership, association, cooperative, limited liability company, trust, joint venture,
government political subdivision, or other legal or commercial entity." Va. Code § 6.2-100.
TitleMax is a Delaware corporation doing business in Virginia, and therefore falls within the
statutory definition of "person." Moreover, it furnished its financial information to the Bureau
pursuant to Section 6.2-2210 of the Code of Virginia. Accordingly, TitleMax's "personal
financial information" is exempt from disclosure under the applicable Confidentiality Rules.
TitleMax's financial information is exempt from disclosure for the additional reason that
it falls within the "Confidentiality Policy" described on the Bureau's website. Bureau of
Financial
Institutes,
Confidentiality
Policy,
https://www.scc.virginia.gov/SCCINTERNET/bfi/confid.aspx (last visited Nov. 29, 2015). The Bureau's Confidentiality Policy
states: "Except as permitted by § 6.2-101 of the Code of Virginia or required by applicable law,
the following shall be placed in the Bureau's confidential file and not disclosed to the public:
Personal Financial Report and Disclosure Statements; . . . [and] business financial statements of
sole proprietors . . . ." Id. TitleMax's financial information is akin to the "Personal Financial
Report and Disclosure Statements" and "business financial statements of sole proprietors"
expressly protected by the Confidentiality Policy, and should likewise be protected from
disclosure.
As a separate and independent basis for withholding TitleMax's detailed financial
information, and to further help the Commission understand the significance of the request,
TitleMax respectfully submits that the information contained in pages 13-16 of the Annual
Report, including TitleMax's income statements and balance sheets, and the entirety of page 4,
Section H, is proprietary and would cause irreparable damage to and competitively disadvantage
TitleMax if it is made publicly available. The Bureau's Confidentiality Policy expressly states
that the Bureau "will consider for confidential treatment documents or portions of an application
which contain information of a personal or proprietary nature; ... or information that could
cause irreparable damage to the applicant or place the applicant at a competitive disadvantage if
it is made publicly available." Id. TitleMax's detailed financial information set forth in its
Annual Report is confidential and proprietary because it is sensitive, non-public business
information. This portion of the Annual Report is intended to provide the Bureau with detailed
information, including not only the total number of transactions conducted during the reporting
period, but also a breakdown of the average term and principal loan amount of such transactions,

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the total principal amount of such transactions, the total number of defaults, and the total number
of vehicles repossessed and vehicles sold.
TitleMax takes steps to ensure that such information remains confidential and does not
share such information with its competitors. This data would provide a third party with a very
detailed cross section of TitleMax's business model and financial strategies, particularly if
provided with multiple Annual Reports so as to show trends and changes in business, and most
particularly if provided in conjunction with the annual reports of other companies licensed under
Chapter 22 of Title 6.2 of the Code of Virginia, as has been requested in this matter. TitleMax
has spent many years and countless dollars developing and redeveloping its business model,
abandoning or improving upon strategies that are not successful, and further developing and
focusing on the strategies that are successful. If the Annual Report of TitleMax is provided to a
third party, and especially if the Annual Report is provided alongside the annual reports of
TitleMax's competitors, a third party could, at a glance, identify the strengths and weaknesses of
TitleMax's products and their financial risks. A potential competitor could assess these products
and their risks, alongside the products and risks of TitleMax's competitors, and bypass the years
of experience and development that TitleMax has spent to build its successful business. Armed
with this kind of commercial and financial information, a competitor would receive an unfair
advantage in the marketplace, and, capitalizing on this advantage would cause substantial
competitive harm to TitleMax.
Accordingly, disclosure of TitleMax's sensitive, non-public financial information may
cause irreparable harm to and competitively disadvantage TitleMax by sharing such information
with TitleMax's competitors. For these reasons, TitleMax requests that the Commission treat the
financial information submitted with its Annual Report at page 4, Section II, and pages 13-16, as
confidential pursuant to the Bureau's Confidentiality Policy, Cf. Va. Code § 2.2-3705.6
(identifying exclusions to the Virginia Freedom of Information Act for "proprietary records and
trade secrets," including, e.g., proprietary, commercial, or financial information, including
"balance sheets, trade secrets, and revenue and cost projections" provided to various public
bodies); 5 U.S.C. § 552(b)(4) (excluding from the federal Freedom of Information Act "trade
secrets and commercial or financial information obtained from a person and privileged or
confidential"); Adams v. Object Innovation, Inc., No. 3:1 lcv272, 2011 WL 7042224, at *4 (E.D.
Va. Dec. 5, 2011) (granting motion to seal, stating, "there is no legitimate public interest in
disclosing the proprietary and confidential information of [defendant], a closely held corporation,
and disclosure to the public could result in significant damage to the company"); Westinghouse
Elec. Corp. v Schlesinger, 392 F. Supp. 1246, 1249-50 (E.D. Va. 1974) (granting motion to
enjoin public disclosure of trade secrets and confidential commercial or financial information
under Federal Freedom of Information Act, concluding that, among other things, public

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E. Joseph Face, Jr.
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disclosure of disputed information could enable competitors to "deduce labor costs . . . [or]
extrapolate!'] a company's profit margin").
Second, TitleMax objects to the disclosure of the second part of page 2 of the Annual
Report concerning "Regulatory Actions," and any attachments to the Annual Report that might
expand on any answer provided to Question No. 10. The Confidentiality Rules clearly exempt
regulatory acts or investigations from public disclosure. See Va. Code § 6.2-101(A) ("[T]he
following shall not be disclosed by the Commission or any of its employees: (i) a report of
examination of any person subject to this title, including any contents thereof . . . ."); cf. Va.
Code § 2.2-3705.3 (identifying exclusions to the Virginia Freedom of Information Act for
"records relating to administrative investigations").
The nature of Question No. 10 is
significantly sensitive. The mere fact of a response could inadvertently disclose sensitive and
confidential information and cause extreme prejudice to TitleMax.
Finally, TitleMax objects to the public disclosure of the attachment at page 11 of its
Annual Report, which concerns "Questions on Directors and Management." Because TitleMax
is a closely held corporation, the information responsive to these questions constitutes "personal
financial information" expressly exempt from disclosure under Section 6.2-101(A)(iii), as
described above. Va. Code § 6.2-101 (A). For the same reasons, this information is protected
from disclosure pursuant to the Bureau's Confidentiality Policy. Bureau of Financial Institutes,
Confidentiality Policy, https://www.scc.virginia.gov/SCC-lNTERNET/bfi/confid.aspx.
For all of these reasons, TitleMax objects to full disclosure of its Annual Report and
requests that the Commission redact the specific information outlined above. In addition,
TitleMax believes that other confidential and proprietary information submitted to the
Commission by TitleMax; TitleBucks of Virginia, Inc.; or TMX Finance of Virginia, Inc., in
conjunction with any other annual reports, applications, or other submissions merits the same
confidential treatment. Accordingly, TitleMax would object to full disclosure of any other
annual reports, applications, or other submissions containing its confidential and proprietary
information, and would request that those documents likewise be redacted in response to any
further requests for production.
The scope of TitleMax's objections and request for the information to be withheld is not
intended, and should not be construed, to prejudice TitleMax with respect to other requests for
public disclosures. Consistent with its normal practices, TitleMax desires to protect its
confidential business information and records. To the extent permitted by law, TitleMax
respectfully reserves all rights, privileges, and remedies to which it may be entitled under
applicable law.

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Thank you very much for your attention to this matter. Please be advised that in the
event the Commission declines to agree to TitleMax's request for redactions outlined in this
Petition, TitleMax would like to request the opportunity to be heard through a hearing of the
Commission, pursuant to 5 VAC 5-20-120.
Please feel free to contact me, or my colleague Allyson Baker, if you have any questions
about this Petition. I may be reached at (202) 344-4215 or at mtcusson@venable.com. Ms.
Baker may be reached at (202) 344-4708 or at abaker@venable.com.

Molly T. Cusson
Allyson B. Baker
Counselfor TitleMax of Virginia, Inc.

cc:

Todd Rose, Senior Counsel, Office of General Counsel, State Corporation Commission

CERTIFICATE OF SERVICE
I hereby certify that on November 30, 2015, the foregoing document was served upon the
State Corporation Commission via e-mail (todd.rose@scc.virginia.gov) and via U.S. Mail, pursuant
to 5 VAC 5-20-140.

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