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property was unreasonably small capital; and/or intended to incur, or believed that they would incur,debts that would be beyond their ability to pay as such debts matured.726. The Citi 548 Transfers are avoidable as fraudulent transfers under section548(a)(1)(B) of the Bankruptcy Code.by reference.COUNT 3(Avoidance of the Citi 544 Transfers UnderSection 544 of the Bankruptcy Code and ApplicableState Fraudulent Conveyance or Fraudulent Transfer Law)727. The allegations in paragraphs 1 through 726 of this Complaint are incorporated herein728. Pursuant to Bankruptcy Code section 544(b), Plaintiff has the rights of an existingunsecured creditor of Plaintiff. Section 544(b) permits Plaintiff to assert claims and causes of actionthat such a creditor could assert under applicable state law.729. Enron, ENA, and/or ENGM, directly or through a conduit, made the transfersidentified in the following table, or caused them to be made, to or for the benefit of the transfereeson or about the dates specified below:TransferorObligorInitial Transfereeor BeneficiarySubsequentTransferee(s)InitialTransferDateTransactionEnron Enron Citibank or SSB 5/18/01 Bacchus(fees)Enron orENAEnron orENAEnron orENAENAandEnronENAandEnronENAandEnronTransferAmount$500,000.00Citibank 11/18/99 Jethro $362,727,001.14Citibank 9/29/99 Jethro $100,000.00Citibank 6/29/01 June 2001Prepay (fees)Enron Enron Klondike; CXC* Marengo;Nahanni;CXCEnron Enron Klondike; CXC* Marengo;Nahanni;CXC$500,000.0010/1/01 Nahanni $763,408.337/2/01 Nahanni $796,297.40604041v1/007457-250-
TransferorObligorInitial Transfereeor BeneficiarySubsequentTransferee(s)Enron Enron Klondike; CXC* Marengo;Nahanni;CXCEnron Enron Klondike; CXC* Marengo;Nahanni;CXCEnron Enron Klondike; CXC* Marengo;Nahanni;CXCEnron Enron Klondike; CXC* Marengo;Nahanni;CXCEnron Enron Klondike; CXC* Marengo;Nahanni;CXCEnron Enron Yukon andKlondike; CXC*Marengo;Nahanni;CXCInitialTransferDate TransactionTransferAmount4/2/01 Nahanni $844,734.381/2/01 Nahanni $879,366.6710/2/00 Nahanni $877,977.097/3/00 Nahanni $849,902.084/7/00 Nahanni $970,270.281/13/00 Nahanni $487,184,842.01Enron Enron Citibank 12/21/99 Nahanni(underwritingfee)Enron Enron Citibank 12/21/99 Nahanni(fees)$1,152,500.00$5,000,000.00Enron Enron Citibank 12/21/99 Nahanni $7,126.88Enron Enron Whitewing; CXC* Nighthawk;CXCEnron Enron Whitewing; CXC* Nighthawk;CXCEnron Enron Whitewing; CXC* Nighthawk;CXCEnron Enron Whitewing; CXC* Nighthawk;CXCEnron orENAEnron orENAEnron orENAEnron orENAEnronENAandEnronENAandEnronENAandEnronENAandEnronENGMandEnron9/24/99 Nighthawk $576,720,349.217/8/99 Nighthawk $11,784,942.734/7/99 Nighthawk $12,000,572.821/8/99 Nighthawk $12,781,991.87Citibank 4/14/00 Nixon $106,376,523.52Citibank 4/14/00 Nixon $17,478,448.00Citibank 3/21/00 Nixon $25,000.00Citibank 12/16/99 Nixon(fees)Citibank 1/12/00 Roosevelt(fees)$200,000.00$7,090.54604041v1/007457-251-
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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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(4) FAS 140 transactions.(a)Nile583
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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 225 and 226: Dominion’s return on Enron-relate
Page 227 and 228: IV, App. G at 7 & n.23. In addition
Page 229 and 230: Payments went in a complete circle
Page 231 and 232: Dominion prepays - as cash flow fro
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Page 243 and 244: een held in LJM1, and RBS’s total
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Page 247 and 248: RBS compromised by letting the Insi
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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
Page 263 and 264: transactions in which Merrill Lynch
Page 265 and 266: TransferorObligorInitialTransferee
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Page 273 and 274: TransferorEnron orENAEnronEnronEnro
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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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