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defendants identified in the fourth column of the table were either conduits or subsequent transfereesof those transfers.708. Although some of the Citi Preferential Transfers were related to agreementsdesignated as “swap” agreements, these transfers were actually payments on disguised loans and theagreements were not genuine “swaps.”and/or ENA.709. The Citi Preferential Transfers constitute transfers of interests in property of Enron710. Each of the Citi Preferential Transfers was made to or for the benefit of the entitieslisted in the third column of the foregoing table as initial transferees or beneficiaries.711. Each of the Citi Preferential Transfers was made to or for the benefit of a creditor foror on account of an antecedent debt owed by Enron and/or ENA before the transfer was made.712. Upon information and belief, at the time each of the Citi Preferential Transfers wasmade, Enron and/or ENA were insolvent for purposes of section 547(b) of the Bankruptcy Code.713. Each of the Citi Preferential Transfers enabled the transferees to receive more thanthey would have received if the case were a case under chapter 7 of the Bankruptcy Code, thetransfers had not been made, and the transferees received payment of their debts to the extentprovided by the Bankruptcy Code.714. The Citi Preferential Transfers are avoidable as preferences under section 547(b) ofthe Bankruptcy Code.by reference.COUNT 2(Avoidance of the Citi 548 Transfers as Fraudulent Transfers)715. The allegations in paragraphs 1 through 714 of this Complaint are incorporated herein604041v1/007457-246-
716. On or within one year before the Petition Date, Enron and/or ENA, directly orthrough a conduit, made the transfers identified in the following table, or caused them to be made,to or for the benefit of the transferees on or about the dates specified below:TransferorObligorInitial Transfereeor BeneficiarySubsequentTransferee(s)InitialTransferDateTransactionEnron Enron Citibank or SSB 5/18/2001 Bacchus(fees)Enron orENAENAandEnronCitibank 6/29/2001 June 2001Prepay (fees)Enron Enron Klondike; CXC* Marengo;Nahanni;CXCEnron Enron Klondike; CXC* Marengo;Nahanni;CXCEnron Enron Klondike; CXC* Marengo;Nahanni;CXCEnron Enron Klondike; CXC* Marengo;Nahanni;CXCEnronEnronEnronor ENAEnronor ENAEnronor ENAEnronor ENAEnronor ENAEIM andEnronEIM andEnronEIM andEnronEIM andEnronEIM andEnronENASundance Industrial;Salomon Holding*Sundance Industrial;Salomon Holding*Sundance Industrial;Salomon Holding*Sundance Industrial;Long Lane*SalomonHoldingSalomonHoldingSalomonHoldingTransferAmount$500,000.00$500,000.0010/1/2001 Nahanni $763,408.337/2/2001 Nahanni $796,297.404/2/2001 Nahanni $844,734.381/2/2001 Nahanni $879,366.6711/29/2001 SundanceIndustrial11/14/2001 SundanceIndustrial10/1/2001 SundanceIndustrialCitibank 7/18/2001 SundanceIndustrialSalomon Holding 6/27/2001 SundanceIndustrial(fees)Sundance Industrial;Caymus Trust*Long Lane;Citibank6/1/2001 SundanceIndustrialEnron Salomon Holding 6/1/2001 SundanceIndustrial(fees)$434,387.50$28,500,000.00$764,021.67$406,417.50$250,000.00$208,500,000.00$475,000.00Enron Enron Citibank 11/15/2001 Yosemite I $511,111.00Enron Enron Yosemite I Trust;Citibank*Enron orENAEnron orENAENAandEnronENAandEnronDelta; Citibank*Delta; Citibank*Citibank 10/16/2001 Yosemite I(interest)Citibank;Yosemite I TrustCitibank;Yosemite I Trust$6,062,500.0010/12/2001 Yosemite I $1,745,810.0010/12/2001 Yosemite I $27,254,190.00604041v1/007457-247-
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ENRON CORP., et al.Reorganized Debt
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DEUTSCHE BANK TRUST COMPANYDELAWARE
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TABLE OF CONTENTSPageI. NATURE OF T
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d. The Insiders engaged in a scheme
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(d) Barclays’ improper appropriat
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(a) LJM1 and the Rhythms Hedging tr
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COUNT 17COUNT 18(Avoidance of the C
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F. COUNTS 42 - 44 (Against Merrill
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COUNT 67(Recovery of the Challenged
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Steele ............................
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REORGANIZED DEBTORS’ FOURTH AMEND
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3. A second large group of transact
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these partnerships secret from Enro
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approved the employment of Stephen
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managed by a new board of directors
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17. Plaintiff and the affiliated en
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headquarters at 270 Park Avenue, 35
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Germany. Deutsche Bank AG does busi
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55. Defendant Deutsche Bank, S.A. i
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67. Defendant Merrill Lynch Capital
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successor, agent, co-conspirator, c
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10. The RBC Defendants92. Defendant
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107. Not Used.108. Defendant Sphinx
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118. Defendant Enron Sterling Credi
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126A. Each of FleetBoston Financial
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eports. In these reports and their
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Fastow was fired in late 2001 and E
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c. Fastow and Kopper orchestrated (
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immediately. As part of his plea ag
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3. How The Scheme Workeda. Enron em
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could not trade with others in the
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• Funds flow from operations, def
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d. The Insiders engaged in a scheme
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178. Self-interested partnerships -
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specifically, when the relevant tra
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eported the repayment obligation as
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nature of these transactions and/or
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2governs the securitization of fina
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unless independent third parties ma
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211. An actual example: On December
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transactions. The Insiders took the
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LJM2. In doing so, the Insiders rec
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LJM2 (technically, LJM Co-Investmen
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235. From the beginning, Fastow kne
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244. The Southampton transaction ul
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249. By the end of December 1999, f
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threats of no future business or pr
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Fastow’s participation in the LJM
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262. Citigroup’s participation in
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Id. at B-1 (emphasis added).266. Wi
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period, Citigroup completed over 60
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one another and to cause one anothe
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Yosemite IV USD 5/24/01 $775.1 mill
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linked promissory notes to institut
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of which also involved Enron) and o
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and Andersen may have worked togeth
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monetizations became less attractiv
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(3) The minority interest transacti
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CITI-B00393281 (quoted in Exam. III
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issued Irrevocable Letter of Credit
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Citigroup’s own internal descript
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alance sheet. Through Sundance Indu
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[T]he Bacchus transaction was steep
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327. Before the Bacchus transaction
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tier 1 banks.” CITI-SPSI 0036296.
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prepays, two FAS 140s, and one tax
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(1) Chase’s relationship with Enr
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using a proprietary technology. It
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discussion on this about 6 weeks ag
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357. In its complaint against Chase
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it was “purchasing the Natural Ga
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his July 28, 2003 letter to Manhatt
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commodity to JP Morgan Chase) under
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378D. In late November 2001, JPMC d
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Garden State Paper Company, (ii)
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ankruptcy. By the late 1990s, Barcl
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398. The Insiders used Nikita to mo
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agreement but an instrument that wo
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408J. On or about December 7, 2000,
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For example, Colonnade had not been
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420. Upon information and belief, t
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429. On or about October 30, 2001,
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(c)Three million Four Hundred Fifty
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447. Each of the various individual
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that effectively provided Barclays
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464. The Nixon prepay allowed Enron
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All three (Deutsche Bank AG, Banker
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financial statements improperly rep
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customer to report the transaction
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Insiders intended to accomplish the
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497. As part of the transaction, BT
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(3) BT/Deutsche Bank limited its En
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disclosed, “Enron could not have
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511. CIBC knew that in every FAS 14
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understanding of the Insiders’ go
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523. Again, however, before CIBC ag
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able to manipulate and misstate Enr
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achieve accounting objectives, incl
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Complaint in SEC v. Merrill Lynch,
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539. From 1997 through 2001, Merril
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transaction. He also wondered where
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550. Merrill Lynch knew that the 19
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Insiders’ schemes, including its
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(2) LJM1 and LJM2.561. As discussed
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566. CSFB therefore knew the hedge
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proceeds resulting from those share
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(3) The Prepaid Oil Swaps.577. In D
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Page 217 and 218: or some of the equity investment. C
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Page 221 and 222: App. L. at 22-23 n.81). In his resp
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Page 255 and 256: Exam. at 102-03. RBC knew the Insid
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Page 261 and 262: investment that was not at risk and
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Page 273 and 274: TransferorEnron orENAEnronEnronEnro
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transfers; were engaged in business
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823. The payments characterized as
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TransferorEnron or ENAor ENGMEnron
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840. The Chase 548 Purported Margin
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transactions (“Prepay Obligations
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COUNT 15(Avoidance of the Chase Pre
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871. Enron and/or ENA received less
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Code, those transfers are pled alte
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TransferorEnron orENAEnron orENAEnr
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902. The Barclays Preferential Tran
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of the security interest that is th
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TransferorEnron orENAEnron orENAEnr
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921. To the extent that any of the
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Barclays Bank on or about November
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COUNT 25(Avoidance of Unauthorized
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940L. By the Barclays Improper Appr
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949. Pursuant to section 553(b) of
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953. By reason of the foregoing fac
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the parties could, under certain co
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976. By reason of the foregoing fac
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y reference.COUNT 33(Avoidance of t
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996. Each of the BT/Deutsche Bank 5
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Transferor Obligor TransfereeEnron
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Transferor Obligor TransfereeEnron
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COUNT 36(Disallowance of Claims Und
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TransferorEnron orENA or ACFIObligo
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TransferorObligorInitialTransfereeo
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COUNT 40(Recovery of the CIBC 544 T
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elieved that they would incur, debt
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1068. The CSFB Preferential Transfe
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1082. Each of the CSFB 548 Transfer
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1095. Each of the CSFB 544 Transfer
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and (b) that CSFB, Pyramid I and/or
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H. COUNTS 50 - 54(Against Toronto D
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Transferor ObligorInitialTransferee
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COUNT 52(Avoidance of the Toronto D
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TransferorEnron or ENAEnron or ENAE
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1135. Upon and information and beli
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TransferorObligorInitialTransferee
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1167. The transfers identified in t
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J. COUNTS 60 - 64(Against RBC Defen
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1227. The Challenged Transaction Ob
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1232. The Challenged Transaction Ob
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1242. The Intentional Fraudulent Tr
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1250. The Intentional Fraudulent Co
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Plaintiff’s creditors and conferr
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1265. Plaintiff cannot at this time
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Transferor Defendant continued to h
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communications with investors the I
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1273. As a direct and proximate res
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information about the company’s c
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1287. Insider Causey did not disclo
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1299. Insider Fastow did not disclo
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1310. Insiders Fastow and McMahon d
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June 20011322. The Insiders did not
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Committee meeting on December 13, 1
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Chase IX Prepay1356. The Insiders d
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Chase XI Prepay1367. The Insiders d
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meetings in and around the time of
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transaction (including a meeting on
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despite the fact that the transacti
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the time of the transaction (includ
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1478. The Insiders did not disclose
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time of the transaction (including
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Committee meeting, at the August 1,
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1520. Insider McMahon did not discl
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1999, or the verbal insurances they
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(3) employing transactions with the
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(b)On or about September 17, 1999,
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(a)On or about November 24, 2000, S
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JP Morgan Chase1546. In connection
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1549. In connection with the Chase
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(a)On or about September 13, 2001,
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(a)On or about September 20, 2001,
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(e)In order to fraudulently meet Ar
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(b)On or about March 27, 1997, Thom
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(c)On or about December 29, 1998, R
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(a)On or about December 15, 1998, S
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1578. In connection with the Specte
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(o)On or about March 2, 2001, Rober
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(c)On or about December 8, 2000, Ja
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(a)On or about December 12, 1998, V
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(c)On or about December 13, 1999, D
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(f)On or about November 12, 1999, D
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(i)On or about March 1, 2001, Goss
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1596. Enron’s injuries as describ
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that were financially involved with
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(b) that CSFB, Pyramid I and/or Sph
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ENRON CORP., et al.,Reorganized Deb
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