The opinion
IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK
FUND LIQUIDATION HOLDINGS LLC, as assignee and !
successor-in-interest to FrontPoint Asian Event Driven Fund |
L.P., MOON CAPITAL PARTNERS MASTER FUND
LTD., and MOON CAPITAL MASTER FUND LTD., on
behalf of themselves and all others similarly situated, | Docket No. 16-cv-05263 (AKH)
Plaintiffs,
y
,
CITIBANK, N.A., BANK GF AMERICA, N.A.,
JPMORGAN CHASE BANK, N.A., THE ROYAL BANK |
OF SCOTLAND PLC, UBS AG, BNP PARIBAS, §.A.,
OVERSEA-CHINESE BANKING CORPORATION LTD., |
BARCLAYS BANK PLC, DEUTSCHE BANK AG,
CREDIT AGRICOLE CORPORATE AND INVESTMENT |
BANK, CREDIT SUISSE AG, STANDARD CHARTERED |
BANK, DBS BANK LTD., ING BANK, N.V., UNITED
OVERSEAS BANK LIMITED, AUSTRALIA AND NEW |
ZEALAND BANKING GROUP, LTD., THE BANK OF
TOKYO-MITSUBISHI UFJ, LTD., THE HONGKONG
AND SHANGHAI BANKING CORPORATION LIMITED, }
COMMERZBANK AG, AND JOHN DOES NOS. 1-50,
Defendants.
ee
FINAL APPROVAL ORDER OF
CLASS ACTION SETTLEMENT WITH CREDIT SUISSE AG
This matter came for a duly-noticed hearing on November 29, 2022 (the “Fairness
Hearing”), upon the Representative Plaintiffs’! Motion for Final Approval of Class Action
Settlement with Credit Suisse AG (“Credit Suisse”) in the action captioned Fund Liquidation
Holdings LLC, et al. v. Citibank, N.A. et al., No. 16-cv-05263 (AKH) (S.D.N.Y.) (the “Action”),
which was consented to by Credit Suisse (together with Representative Plaintiffs, the “Parties”’).
Due and adequate notice of the Stipulation and Agreement of Settlement, dated April 22, 2022 (the
“Settlement Agreement”) having been given to the Settlement Class Members, the Fairness
Hearing having been held and the Court having considered all papers filed and proceedings had in
the Action, and otherwise being fully informed in the premises and good cause appearing therefor,
IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT:
1. This Final Approval Order hereby incorporates by reference the definitions in the
Settlement Agreement and all terms used herein, except as otherwise expressly defined herein,
shall have the same meanings as set forth in the Settlement Agreement.
2. For purposes only of the settlement of the Released Claims* set forth in the
Settlement Agreement (the “Settlement”), the Court hereby finally certifies the Settlement Class:
1 “Representative Plaintiffs” are Fund Liquidation Holdings LLC (as assignee and successor-in-interest to
FrontPoint Asian Event Driven Fund L.P.), Moon Capital Partners Master Fund Ltd., and Moon Capital Master
Fund Ltd.
2 “Released Claims” means any and all manner of claims, including unknown claims, causes of action, cross-
claims, counter-claims, charges, liabilities, demands, judgments, suits, obligations, debts, setofifs, rights of recovery,
or liabilities for any obligations of any kind whatsoever (however denominated}, whether class, derivative, or
individual, in law or equity or arising under constitution, statute, regulation, ordinance, contract, or otherwise in nature,
for fees, costs, penalties, fines, debts, expenses, attorneys’ fees, and damages, whenever incurred, and liabilities of
any nature whatsoever (including joint and several), known or unknown, suspected or unsuspected, asserted or
unasserted, which Settling Class Members or any of them ever had, now has, or hereafter can, shall or may have,
representatively, derivatively or in any other capacity, against the Released Parties arising from or relating in any way
to conduct alleged in the Action, or which could have been alleged in the Action against the Released Parties
concerning any SIBOR- and/or SOR-Based Derivatives or any similar financial instruments priced, benchmarked, or
settled to SIBOR or SOR purchased, sold, held, traded, and/or transacted by the Representative Plaintiffs, Class
Members, and/or Settling Class Members (to the extent such similar financial instruments were entered into by a U.S.
Person, or by a Person from or through a location within the U.S.), or in which any of the foregoing otherwise had any
All Persons (including both natural persons and entities) who
purchased, sold, held, traded, or otherwise had any interest in
SIBOR- and/or SOR-Based Derivatives? during the period of
January 1, 2007 to December 31, 2011 (the “Class Period”).
Excluded from the Settlement Class are the Defendants and any
parent, subsidiary, affiliate or agent of any Defendant or any co-
conspirator whether or not named as a Defendant, and the United
States Govermnent.
3, Based on the record, the Court reconfirms that the applicable provisions of Rule 23
of the Federal Rules of Civil Procedure have been satisfied for purposes only of the Settlement.
4. In so holding, the Court finds that, solely for purposes of settlement, the Settlement
Class meets all of the applicable requirements of FED. R. Civ. P. 23(a) and (b)(3). The Court
hereby finds, in the specific context of this Settlement, that: (i) the Settlement Class is so numerous
that joinder of all Settlement Class Members is impracticable, FED. R. Civ. P. 23(a)(1); (ii)
common questions of law and fact exist with regard to Credit Suisse’s alleged manipulation of
SIBOR-~-and/or SOR-based Derivatives, FED. R. Civ. P. 23(a)(2); (tii) the Representative Plaintiffs’
claims in this litigation are typical of those of the Settlement Class Members, FED, R. Civ. P.
23(a)(3); and (iv) the Representative Plaintiffs’ interests do not conflict with, and are co-extensive
interest, including, but not limited to, any alleged manipulation of SIBOR and/or SOR under any statute, regulation,
or common law, or any purported conspiracy, collusion, racketeering activity, or other improper conduct relating
to SIBOR and/or SOR. (including, but not limited to, all claims under Section | of the Sherman Antitrust Act, 15
U.S.C. § 1 et seq., the Racketeer Influenced and Corrupt Organizations Act, 18 U.S.C. §§ 1961-1968, and any other
federal or state statute, regulation, or common law). The following claims shall not be released by this Settlement: (i)
any claims against former Credit Suisse employees arising solely from those former employees’ conduct that occurred
while not employed by Credit Suisse; (ii) any claims against the named Defendants in this Action other than the
Released Parties; or (iii) any claims against any Defendant not affiliated with Credit Suisse who may be subsequently
added in this Action. For the avoidance of doubt, Released Claims does not include claims arising under foreign law
based solely on transactions executed entirely outside the United States by Settling Class Members domiciled outside
the United States. See Settlement Agreement § 12,
3 *SIBOR- and/or SOR-Based Derivatives” means (i) a SIBOR- and/or SOR-based interest rate swap entered
into by a U.S. Person, or by a Person from or through a location within the U.S.; Gi) an option on a SIBOR- and/or a
SOR-based interest rate swap (“swaption”) entered into by a U.S. Person, or by a Person from or through a location
within the U.S.; (iii) a Singapore Dollar currency forward agreement entered into by a U.S, Person, or by a Person
from or through a location within the U.S.; (iv) a SIBOR- and/or SOR-based forward rate agreement entered into by
a U.S. Person, or by a Person from or through a location within the U.S; and/or (v) a SIBOR- and/or SOR-based
foreign exchange swap entered into by a U.S. Person, or by a Person from or through a location within the U.S. See
Settlement Agreement § 1(00).
with, those of absent Settlement Class Members; and (v) Lowey Dannenberg, P.C. (“Class
Counsel”) has adequately represented the interests of the Settlement Class, FED. R. Crv. P. 23(a)(4).
The Court also finds that common issues of fact and law predominate over any questions affecting
only individual members and that a class action is superior to other available methods for fairly
and efficiently adjudicating this controversy. FED. R. CIv. P. 23(b)(3).
5. Representative Plaintiffs are hereby approved to serve as representatives of such
Settlement Class for purposes of the Settlement.
6. Lowey Dannenberg, P.C. is appointed Class Counsel to the Settlement Class for
the purposes of the Settlement.
7, In the Action only and solely for purposes of the Settlement, this Court: (4) has
personal jurisdiction over Representative Plaintiffs, Credit Suisse, and all Settlement Class
Members, and (ii) subject matter jurisdiction over the Action to consider the Settlement Agreement
and all exhibits attached thereto.
8. The Court finds that the mailed notice, publication notice, website, and Class Notice
plan implemented pursuant to the Settlement Agreement and approved by the Court in the Order
dated June 9, 2022 (ECF No. 513); (a) constituted the best practicable notice; (b) constituted notice
that was reasonably calculated, under the circumstances, to apprise Settlement Class Members of
the pendency of the Action, of their right to exclude themselves from or object to the proposed
Settlement, of their right to appear at the Fairness Hearing, of the Distribution Plan, and of Class
Counsel’s application for an award of attorneys’ fees, Incentive Award(s), and for reimbursement
of expenses associated with the Action; (c) provided a full and fair opportunity to all Settlement
Class Members to be heard with respect to the foregoing matters; and (d) met all applicable
requirements of Federal Rule of Civil Procedure 23, Due Process, and any other applicable rules
ot law. Based upon Credit Suisse’s submission to the Court dated May 24, 2022, the Court further
finds that Credit Suisse has complied with the obligations imposed on it under the Class Action
Fairness Act of 2005, 28 U.S.C. § 1715.
9, The Court finds that one Settlement Class Member has validly requested to be
excluded from the Settlement Class as it relates to the Settlement. The excluded member of the
Settlement Class is identified at ECF No. 535-1 and in Exhibit 1 hereto. The excluded member of
the Settlement Class as to the Settlement with Credit Suisse identified in Exhibit 1 hereto shall
have no rights with respect to the Settlement Agreement, shall receive no payment from the sums
provided for in the Settlement Agreement and shall be deemed to have excluded itself from the
Action as against Credit Suisse, including but not limited to any and all future prosecution of the
Action against Credit Suisse.
10. The Court finds that no objections to the proposed Settlement have been submitted.
Notwithstanding the lack of objections, the Court has independently reviewed and considered all
relevant factors and has conducted an independent examination into the propriety of the proposed
Setilement.
1l. It is hereby determined that all Settling Class Members are bound by the Settlement
Agreement and this Final Approval Order regardless of whether such Settling Class Members
execute and deliver a Proof of Claim and Release.
12. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, this Court hereby
finally approves the Settlement, as set forth in the Settlement Agreement, and finds that the
Settlement is, in all respects, fair, reasonable and adequate, and in the best interests of the
Settlement Class, including the Representative Plaintiffs. In reaching this conclusion, the Court
considered the factors set forth in City of Detroit v. Grinnell Corp., 495 F.2d 448, 463 (2d Cir.
1974), abrogated on other grounds by Goldberger v. Integrated Res., Inc., 209 F.3d 43 (2d Cir.
2000). This Court further finds that the Settlement set forth in the Settlement Agreement is the
result of arm’s-length negotiations between experienced counsel representing the interests of the
Parties, and that Class Counsel and the Representative Plaintiffs adequately represented the
Settlement Class for the purpose of entering into and implementing the Settlement Agreement.
The Court finds that the relief provided by the Settlement is adequate and Settlement Class
Members are treated equitably. Accordingly, the Settlement embodied in the Settlement
Agreement is hereby approved in all respects. The Parties are hereby directed to carry out the
Settlement Agreement in accordance with all of its terms and provisions, including the termination
provisions,
13. Notwithstanding the entry of this Final Approval Order, if the Settlement
Agreement is validly terminated by Representative Plaintiffs or Credit Suisse, is disapproved in
whole or in part by the Court, any appellate court, or any other court of review, or does not become
Final in accordance with its terms, then the provisions of this Final Approval Order shall be null
and void with respect to the Settlement; Representative Plaintiffs’ and Settling Class Members’
claims shall be reinstated; Credit Suisse’s defenses shall be reinstated; the certification of the
Settlement Class and final approval of the proposed Settlement, and all actions associated with it,
including but not limited to any requests for exclusion from the Settlement previously submitted
and deemed to be valid, shall be vacated and be of no force and effect; the Settlement Agreement,
including its exhibits, and any and all negotiations, documents, and discussions associated with it
and the releases set forth in the Settlement Agreement, shall be without prejudice to the rights of
any Party, and of no force or effect; and the Parties shall be returned to their respective positions
before the Settlement Agreement was signed. Notwithstanding the language in this section, any
provision(s) in the Settlement Agreement that the Parties have agreed shall survive their
termination shall continue to have the same force and effect intended by the Parties.
14. The Settlement Fund defined in the Settlement Agreement has been established as
a trust and as a fiduciary account (the “Settlement Fiduciary Account”). The Court approves the
establishment of the Settlement Fiduciary Account under the Settlement Agreement as qualified
settlement funds pursuant to Section 468B of the Internal Revenue Code of 1986, as amended, and
the Treasury Regulations promulgated thereunder.
15. Without affecting the finality of the Final Approval Order for purposes of appeal,
the Court reserves exclusive jurisdiction over the implementation and enforcement of the
Settlement Agreement and the Settlement contemplated thereby and over the enforcement of this
Final Approval Order. The Court also retains exclusive jurisdiction to resolve any disputes that
arise out of or relate to the Settlement Agreement, the Settlement, or the Settlement Fund (except
for such disputes and controversies as are subject to Section 37 of the Settlement Agreement, which
disputes and controversies shall be governed by the respective terms of such section), to consider
or approve administration costs and fees, including but not limited to fees and expenses incurred
to administer the Settlement after the entry of the Final Approval Order, and to consider or approve
the amounts of distributions to Settlement Class Members. In addition, without affecting the
finality of this Final Approval Order, the Representative Plaintiffs, Credit Suisse, and the
Settlement Class hereby irrevocably submit to the exclusive jurisdiction of the United States
District Court for the Southern District of New York for any suit, action, proceeding, or dispute
arising out of or relating to this Final Approval Order or the Settlement Agreement. Except as
otherwise provided in the Settlement Agreement, any disputes involving the Representative
Plaintiffs, Credit Suisse, or Settling Class Members concerning the implementation of the
Settlement Agreement shall be submitted to the Court.
16. Each Settling Class Member must execute a release and covenant not to sue, in
conformity with the Settlement Agreement, as incorporated into the Proof of Claim and Release
form, in order to receive the Settling Class Member’s share, if any, of the Net Settlement Fund
defined in the Settlement Agreement. The Court hereby confirms the appointment of A.B. Data,
Ltd. as Settlement Administrator and directs that the Settlement Administrator shall ensure that
each Proof of Claim and Release form provided to Settling Class Members contains a copy of such
release and covenant not to sue. However, Settling Class Members’ claims shall be released
pursuant to Section 12 of the Settlement Agreement regardless of whether the Settling Class
Member executes a release and covenant not to sue.
17. The Court declares that the Settlement Agreement and the Final Approval Order
shall be binding on, and shall have res judicata and preclusive effect in, all pending and future
lawsuits or other proceedings against the Released Parties? involving the Released Claims that are
maintained by or on behalf of any Releasing Party regardless of whether the Releasing Party
previously initiated or subsequently initiates individual litigation or other proceedings involving
the Released Claims, and even if such Releasing Party never received actual notice of the Action
or the proposed Settlement.
4 “Released Parties” means Credit Suisse, and its predecessors, successors and assigns, its past, present, and
future direct and indirect parents, subsidiaries, and affiliates, and each of its respective current and former officers,
directors, employees, managers, members, partners, agents (in their capacity as agents of Credit Suisse), shareholders
(in their capacity as sharehalders of Credit Suisse), attorneys, insurers, or legal representatives, and the predecessors,
successors, heirs, executors, administrators, and assigns of each of the foregoing, which, for the avoidance of doubt,
includes but is not limited to previously named but since dismissed defendants Credit Suisse Group AG and Credit
Suisse International. As used in this provision, “affiliates” means entities controlling, controlled by, or under common
control with a Released Party. For the avoidance of doubt, “Released Parties” shall not include any named Defendants
other than those listed in this paragraph. See Settlement Agreement § 1(FF).
18. The Court hereby approves the release and covenant not to sue set forth in Section
12 of the Settlement and directs dismissal of the Action as against Credit Suisse and any Released
Parties (but not any other Defendant) fully, finally and with prejudice, pursuant to the terms of the
Settlement and the Final Judgment to be entered concurrently herewith.
19. The Court permanently bars and enjoins the Releasing Parties and all Settling
Class Members from: (a) filing, commencing, prosecuting, intervening in, or participating (as class
members or otherwise) in any other lawsuit or administrative, regulatory, arbitration, or other
proceeding in any jurisdiction against Credit Suisse or any Released Parties based on the Released
Claims; (b) filing, commencing, or prosecuting a lawsuit or administrative, regulatory, arbitration,
or other proceeding as a class action on behalf of any Settlement Class Members (including by
secking to amend a pending complaint to include class allegations or seeking class certification in
a pending action), against Credit Suisse or any Released Parties based on the Released Claims; (c)
organizing members of the Settlement Class into a separate group, class, or subclass for purposes
of pursuing as a purported class action any lawsuit or administrative, regulatory, arbitration, or
other proceeding (including by seeking to amend a pending complaint to include class allegations,
or seeking class certification in a pending action) against Credit Suisse or any Released Parties
5 “Releasing Parties” means each and every Representative Plaintiff, FrontPoint Asian Event Driven Fund,
L.P,, and Sonterra Capital Master Fund, Ltd., and each and every Settling Class Member on their own behalf and on
behalf of their respective predecessors, successors and assigns, direct and indirect parents, subsidiaries and affiliates,
and on behalf of their current and former officers, directors, employees, agents, principals, members, trustees,
participants, representatives, fiduciaries, beneficiaries or legal representatives in their capacity as such, and the
predecessors, successors, heirs, executors, administrators and assigns of each of the foregoing in their capacity as
such, whether or not they object to the Settlement or make a claim for payment under the Net Settlement Fund.
Notwithstanding that the U.S. Government is excluded from the Settlement Class, with respect to any Setiling Class
Member that is a government entity, Releasing Parties include any Settling Class Member as to which the government
entity has the legal right to release such claims. As used in this provision, “affiliates” means entities controlling,
controlled by, or under common control with a Releasing Party. For the avoidance of doubt, the “Releasing Parties”
include ail Persons entitled to bring or release claims on behalf of Settling Class Members, relating to their transactions
in SIBOR- and/or SOR-Based Derivatives or any similar financial instruments priced, benchmarked, or settled to
SIBOR and/or SOR held by Representative Plaintiffs, FrontPoint Asian Event Driven Fund, L.P., and Sonterra Capital
Master Fund, Ltd., or Settling Class Members (to the extent such similar financial instruments were entered into by a
U.S. Person, or by a Person from or through a location within the U.S.). See Settlement Agreement § 1(GG).
&
based on the Released Claims; or (d) assisting any third party in the prosecution of any Released
Claims against Credit Suisse or any Released Parties.
20, The Court permanently bars and enjoins claims by any Person against Credit Suisse
or any Released Parties for all or a portion of any amounts paid or awarded in the Action by way
of settlement, judgment or otherwise. To the extent permitted by law, the Court permanently bars
and enjoins claims against Credit Suisse and any Released Parties for contribution or
indemnification (however denominated) for all or a portion of any amounts paid or awarded in the
Action by way of settlement, judgment, or otherwise by (a) any of the other Defendants currently
named in the Action; (b) any other Person formerly named as a party in the Action; or (c) any other
Person subsequently added or joined as a party in the Action. Should any court determine that any
Defendant is or was legally entitled to any kind of set-off, apportionment, contribution, or
indemnification from Credit Suisse or any Released Parties arising out of or related to Released
Claims, the Releasing Parties agree that any money judgment subsequently obtained by the
Releasing Parties against any Defendant shall be reduced to an amount such that, upon paying the
entire amount, the Defendant would have no claim for set-off, apportionment, contribution,
indemnification, or similar claims against Credit Suisse or any Released Parties.
21. The Court permanently bars and enjoins claims by Credit Suisse or any Released
Parties against any other Defendants for all or a portion of any amounts paid or awarded in the
Action by way of settlement, judgment or otherwise. To the extent permitted by law, the Court
permanently bars and enjoins claims by Credit Suisse and any Released Parties for contribution or
indemnification (however denominated) from other Defendants for all or a portion of any amounts
paid or awarded in the Action by way of settlement, judgment, or otherwise against any of the
other Defendants currently named in the Action and absolves the other Defendants against any
claims for contribution, indemnification, or similar claims from the Released Parties arising out of
or related in any way to the Released Claims, in the manner and to the fullest extent permitted
under the law of New York or any other jurisdiction that might be construed or deemed to apply
for claims of contribution, indemnification, or similar claims against any of the other Defendants.
For the avoidance of doubt, this paragraph shall not bar any claims, including claims for
contribution or indemnification (however denominated) by Credit Suisse and/or any Released
Parties against any third parties other than other Defendants in this Action.
22. Neither the Settlement Agreement (nor its respective exhibits), whether or not it
shall become Final, nor any negotiations, documents exchanged among counsel for the
Representative Plaintiffs and Credit Suisse in connection with settlement discussions, and
discussions associated with them, nor the Final Approval Order and Final Judgment are or shall
be deemed or construed to be an admission, adjudication, or evidence of: (a) any violation of any
statute or law or of the validity of any claims, alleged wrongdoing, or liability of Credit Suisse or
any Released Party; (b) the truth of any of the claims, defenses or allegations alleged in the Action;
(c) the incurrence of any damage, loss, or injury by any Petson; (d) the existence or amount of any
artificiality of any interest benchmark or other interest rate; (e) any fault or omission of Credit
Suisse or any Released Party in any civil, criminal, or administrative proceeding in any court,
administrative agency, or other tribunal; or (f) the propriety of certification of a class other than
solely for purposes of the Settlement. Further, neither the Settlement Agreement (nor its exhibits),
whether or not it shall become Final, nor any negotiations, documents exchanged among counsel
for the Representative Plaintiffs and Credit Suisse in connection with settlement discussions, and
discussions associated with them, nor the Final Approval Order and Final Judgment, may be
discoverable, offered or received in evidence, or used directly or indirectly, in any way, whether
10
in the Action or in any other action or proceeding of any nature, by any Person, except if warranted
by existing law in connection with a dispute under the Settlement Agreement or an action
Gncluding this Action) in which the Settlement Agreement is asserted as a defense.
Notwithstanding anything to the contrary herein, the foregoing provisions do not apply to
discovery or cooperation materials provided by Credit Suisse to the Representative Plaintiffs or by
the Representative Plaintiffs to the Credit Suisse in connection with the Settlement or the Action.
The Parties, without the need for approval from the Court, may adopt such amendments,
modifications, and expansions of the Settlement Agreement and all exhibits thereto as (i) shall be
consistent in all material respects with the Final Approval Order; and (ii) do not limit the rights of
Settling Class Members.
23. The Court finds that, during the course of the Action, the Parties and their respective
counsel at all times complied with the requirements of Rule 11 of the Federal Rules of Civil
Procedure as to each other.
24. data or other information provided by Settlement Class Members in connection
with the submission of claims shall be held in strict confidence, available only to the Settlement
Administrator, Class Counsel, and experts or consultants acting on behalf of the Settlement Class.
In no event shali a Settlement Class Member’s data or personal information be made publicly
available, except as provided for herein or upon Court Order for good cause shown.
25. The Distribution Plan and the Proof of Claim and Release Form are each approved
as fair, reasonable, and adequate.
26. The word “days,” as used herein, means calendar days. In the event that any date
or deadline set forth herein falls on a weekend or federal or state legal holiday, such date or
deadline shall be deemed moved to the first business day thereafter.
27. The Court’s certification of the Settlement Class and appointment of the
Representative Plaintiffs as class representatives, as provided herein, is without prejudice to, or
waiver of, the rights of any Defendant to contest any other request by the Representative Plaintiffs
to certify a class. The Court’s findings in this Final Approval Order shall have no effect on the
Court’s ruling on any motion to certify any class or to appoint class representatives in this litigation
or any challenge to the Representative Plaintiffs’ capacity to litigate or to represent a putative class,
and no party may cite or refer to the Court’s approval of the Settlement Class as binding or
persuasive authority with respect to any such motion or challenge.
28. Class Counsel’s request for attorneys’ fees and reimbursement of expenses (and
Incentive Awards for the Representative Plaintiffs) shall be the subject of a separate order by the
Court,
IT IS SO ORDERED.
Signed this day of \ pre gre on tw 2022. if
‘Yon. Alvin K. Hellerstein
“United States District Judge
12
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