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Margin Transfers, the Chase 544 Purported Margin Transfers, the Mahonia/JPMC PostpetitionTransfers, the Chase Preferential Transfer, the Chase 548 Transfers and/or the Chase 544 Transfersare avoided under Bankruptcy Code sections 547, 548, 549, or 544, then, pursuant to section 550of the Bankruptcy Code, Plaintiff may recover from the initial transferee or beneficiary, or from anyimmediate or mediate transferee, the property transferred, or the value of such property, for thebenefit of Plaintiff’s estate.by reference.COUNT 19(Disallowance of Claims Under Bankruptcy Code Section 502(d))890. The allegations in paragraphs 1 through 889 of this Complaint are incorporated herein891. By reason of the foregoing facts and pursuant to Bankruptcy Code section 502(d),the claims of Chase, the initial transferees or beneficiaries identified in paragraphs 744, 756, 769,781, 793, 807, 824, 835, 847, 855L, 857, 867, and 879, and any immediate or mediate transferees,must be disallowed unless and until they have turned over to Plaintiff the property transferred, orpaid Plaintiff the value of such property, for which they are liable under Bankruptcy Code section550.C. COUNTS 20 - 29(Against Barclays Defendants)by reference.COUNT 20(Avoidance of the Barclays Preferential Transfers)892. The allegations in paragraphs 1 through 891 of this Complaint are incorporated herein893. On or within ninety (90) days before the Petition Date, Enron and/or ENA, directlyor through 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:604041v1/007457-334-
TransferorEnron orENAEnron orENAEnron orENAEnron orENAEnron orENAEnron orENAEnron orENAObligorEnron and ENAInitialTransferee orBeneficiaryJGB Trust;Barclays Bank*SubsequentTransferee(s)InitialTransferDate TransactionTransferAmountBarclays Bank 9/17/01 Avici $133,657.39Enron and ENA Barclays Bank 9/27/01 Prepaid OilSwap (fees)ENA andHerzeleideENAENAColonnade;Barclays Bank*Colonnade;BarclaysMetals*Barclays Bankor BarclaysCapital$390,000.00Barclays Bank 9/28/01 SO2$426,159.37BarclaysMetals;Barclays Bank9/28/01 SO2757,975 SO2Emission Credits9/28/01 SO2(fees) $692,379.15Enron and ENA Barclays Bank 9/28/01 SO2$27,132,999.00Enron and ENA Barclays Bank 9/28/01 -10/31/01SO2(fees) $1,635,000.00Enron Enron and ENA Barclays Bank 10/1/01 Nikita (fees) $765,000.00Enron orENAEnron orENAEnron orENAEnron orENAEnron orENAEnron orENAEnron orENAEnron orENAEnron and ENAEnron and ENAENABarclays Bankor BarclaysCapitalJGB Trust;Barclays Bank*Colonnade;BarclaysMetals*10/3/01 SO2(fees) $328,294.24Barclays Bank 10/4/01 Avici $32,383,831.16BarclaysMetals;Barclays Bank10/4/01 SO2 166,607 SO2Emission CreditsEnron Barclays Bank 10/30/01 SO2$30,000,000.00Enron Barclays Bank 10/30/01 SO2$29,500,000.00Enron and ENAEnron and ENAENA andHerzeleideBarclays Bankor BarclaysCapitalBarclays Bankor BarclaysCapitalColonnade;Barclays Bank*Enron Enron and ENA Besson Trust;Barclays Bank*Enron orENAEnron and ENABarclays Bankor BarclaysCapital10/31/01 SO2(fees) $157,620.8510/31/01 SO2$10,103,294.96Barclays Bank 11/01/01 SO2$3,305,416.02Barclays Bank 11/06/01 Nikita $248,333.5011/09/01 SO2(fees) $235,225.74894. The transfers identified in the foregoing table, together with any interest, fees, andother payments to or for the benefit of the transferees related to the foregoing transfers, and the grant604041v1/007457-335-
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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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equity investment was not at risk.
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App. L. at 22-23 n.81). In his resp
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CSFB colleague two days before givi
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Dominion’s return on Enron-relate
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IV, App. G at 7 & n.23. In addition
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Payments went in a complete circle
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Dominion prepays - as cash flow fro
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619. Toronto Dominion also knew it
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that, as a limited partner in LJM1,
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etween 1997 and 2001, and, as of No
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at 45. In addition to the direct an
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these restrictions, a 39% discount
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een held in LJM1, and RBS’s total
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substantially assisted the Insiders
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RBS compromised by letting the Insi
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easons.” RBS 3141116 (quoted in E
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manipulation” in Enron’s financ
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saw their experiences with Enron-re
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Exam. at 102-03. RBC knew the Insid
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thing. However, we cannot in the do
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earn higher fees, then selling the
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investment that was not at risk and
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transactions in which Merrill Lynch
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TransferorObligorInitialTransferee
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716. On or within one year before t
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717. The transfers identified in th
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TransferorObligorInitial Transferee
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TransferorEnron orENAEnronEnronEnro
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TransferorEnron orENAEnron orENAEnr
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742. By reason of the foregoing fac
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TransferorEnron or ENAor ENGMEnron
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765. Upon information and belief, w
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789. Each of the Chase Preferential
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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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COUNT 64(Disallowance of Claims Und
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1227. The Challenged Transaction Ob
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1232. The Challenged Transaction Ob
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COUNT 68(Disallowance of Claims Und
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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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