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exceptions. Exam. II, App. L. at 8. The letter agreement also prohibited the two entities fromentering into any transaction that hedged their exposure on their respective portions of the sharesfor one year without Enron’s consent. Id. Because the SAILs transaction hedged LJM1’s exposurein its Enron shares, the transaction required Enron’s consent. As one of only two limited partners,CSFB certainly knew that. Concerned that Enron would not give that consent, CSFB asked Fastowto have the restrictions lifted. As quid pro quo, Fastow demanded that CSFB invest in LJM2. WhenCSFB agreed, Fastow had Causey sign an acknowledgment that purported to give Enron’s consentto SAILs. The Enron Board neither knew about the agreement nor approved it – as CSFBundoubtedly understood. After all was done, CSFB’s Rick Ivers praised CSFB’s LJM1 deal teammember for doing “an excellent job in the harrowingly complex execution of this deal.” CSFBCO000010750 (quoted in Exam. Final Report, App. F at 56).570. The SAILs transaction closed in December 1999. It generated approximately$57.1 million. From that amount, CSFB kept $12 million and contributed $45.1 million to LJM1.LJM1, in turn, used CSFB’s $45.1 million capital contribution (together with approximately thesame amount contributed by RBS) to repay both the Enron Notes and CSFB Bridge Loan. TheLJM1 partners treated the $90 million plus in funds from CSFB and RBS as “additional capitalcontributions.”571. The SAILs transaction is evidence of how deeply CSFB was involved in Fastow’sscheme, and how willing it was to make Fastow happy. CSFB knew that Fastow had representedto the Enron Board that he would not personally benefit from the value of the Enron stock held byLJM1. CSFB also knew that the LJM1 formation documents forbade Fastow from sharing in LJM1distributions or allocations that resulted from the Enron stock transferred to LJM1 or constitutedproceeds resulting from those shares. Likewise, CSFB knew that other restrictions prohibitedFastow from receiving management fees in connection with the Enron stock LJM1 held or from any604041v1/007457-190-

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