BANKRUPTCY REPORT Bankruptcy report number 15 of the trustee of Lehman Brothers Securities N.V. 06 October 2014 Company name : Lehman Brothers Securities N.V. ( LBS ) Bankruptcy reference : E.J.F. 2/2009 Bankruptcy date : 30 January 2009 (the Bankruptcy Date ) Trustee : Mr. M.R.B. Gorsira (the Trustee ) Supervisory judge : Mr. A.J. Beukenhorst (the Supervisory Judge ) Activities Company : The objective of LBS is the structuring and issuing of derivative products linked to equity securities with the purpose to obtain a return on investment. Turnover data : Operating income according to the audited annual accounts 2007 (as of 30 November 2007): USD 21,895 Reporting period : 10 August 2013 up to and including 2 October 2014 Hours spent in period under review : 2,956.6 hours Total hours spent to date : 18,606.1 hours Summary of key issues - In this fifteenth bankruptcy report the Trustee provides an update regarding the progress of the settlement of the bankruptcy of LBS over the last 13 months and a general overview of the settlement of the LBS bankruptcy and the current status ( 7); - In this reporting period certain Norwegian and Swedish notes have been canceled ( 3); - On 21 March 2014, LBS entered into a distribution agreement with Lehman Brothers Holdings Inc. ( LBHI ) ( 4);
2/10 - On 30 April 2014, LBS entered into a full and final settlement with Lehman Brothers International (Europe) (in administration) ( LBIE ). As part of the deed of settlement, LBS shall have an unsecured and admitted claim against LBIE for GBP 49,900,687.19 ( 5); - On 12 November 2013 and 21 August 2014 the Trustee made the second, respectively the third interim distribution to the creditors ( 6); - On 7 October 2013 and 25 July 2014 the Trustee published the fourth, respectively the fifth financial interim reports; - On 2 October 2014 LBS received the sixth distribution in the total amount of USD 51,491,728.20 from LBHI, Lehman Brothers Special Financing Inc. ( LBSF ) and Lehman Brothers Commercial Corporation ( LBCC ); - The Trustee will make a fourth interim distribution to the creditors in October/November 2014; - The Trustee finalized his investigation regarding (a) the directors and officers liability (bestuurdersaansprakelijkheid); (b) any fraudulent acts (paulineus handelen); and (c) the auditor s duties ( 8); and - As per 1 October 2014, Robert van Beemen resigned as bankruptcy trustee of LBS ( 1.4). 1. General 1.1 This is the fifteenth bankruptcy report of the Trustee. The information provided in this report is still subject to further investigation. Please be advised that information may have to be substantially amended following such further investigation. 1.2 With regard to the progress of the bankruptcy, the Trustee will communicate with the creditors via electronic mailings (through the electronic communication systems of the clearing systems) and via the website: www.ekvandoorne.com/bankruptcy-lehman-brotherssecurities/38-general-information. Please note that the information and documents published on the website may (at any time) be subject to changes.
3/10 1.3 In this fifteenth bankruptcy report the Trustee provides an update regarding the progress of the settlement of the bankruptcy of LBS over the last 13 months and a general overview of the LBS bankruptcy and the current status. 1.4 As per 1 October 2014, Robert van Beemen resigned as bankruptcy trustee of LBS. Michiel Gorsira will remain the sole bankruptcy and Robert with the approval of the Supervisory Judge will keep working for the Trustee as advisor on the further settlement of the LBS bankruptcy. With Robert s retention as advisor there will be no change in his day to day involvement in the settlement of the LBS bankruptcy. Robert s e-mail address (beemen@ekvandoorne.com) and mobile number (+31 (0)6 46 381 630) will stay the same. 2. Lehman Brothers Securities N.V. 2.1 General LBS was incorporated on 31 October 2003 and was a wholly-owned subsidiary of Lehman Brothers Asia Holdings Limited, seated in Hong Kong, which in turn is a wholly-owned subsidiary of LBHI. LBHI is incorporated in Delaware in the United States and is the holding company of the worldwide operating Lehman Brothers group of companies. LBS had its corporate seat at E-Commerce Park, Vredenberg in Curacao. Mr. Jonathan Josef Knapp was listed in the Commercial Register as the Managing Director of LBS (the Managing Director ). The Managing Director resigned as per 28 August 2013. The correspondence address of LBS is: Julianaplein 22, Willemstad in Curacao. 2.2 LBS Trustees Private Foundation I and LBS Trustees Private Foundation II On 19 December 2011 the LBS Trustee Private Foundation has been incorporated in order to assist the Trustee with the winding up of the LBS estate. As per 21 December 2011, the LBS Trustee Private Foundation holds all shares in LBS. The board members of the LBS Trustee Private Foundation are Intertrust (Curacao) B.V., Mr. R.F. van Beemen and Mr. M.R.B. Gorsira. In addition to the incorporation of the LBS Trustee Private Foundation, LBS Trustee Private Foundation II has been incorporated on 26 January 2012. The LBS Trustee Private Foundation II has been incorporated to set up the necessary bank accounts in order to receive
4/10 the distributions from the various debtors. The board members of the LBS Trustee Private Foundation II are Intertrust (Curacao) B.V., Mr. R.F. van Beemen and Mr. M.R.B. Gorsira. 3. Cancellation Norwegian and Swedish ISINs At the claims admission meeting of 14 December 2012, certain warrants & certificates issued in the Swedish and Norwegian markets, have been admitted for an amount of USD 0,-. Since the valuations of these ISINs are nil, no distributions will be made on these ISINs. Consequently and as part of the further settlement of the LBS bankruptcy, the Trustee canceled the following ISINs: ANN5214T4582; NO0010382252; NO0010392962; NO0010397672; NO0010397680; NO0010404197; NO0010418254; and NO0010422066. 4. Distribution agreement between LBS and LBHI On 21 March 2014 LBS entered into a distribution agreement with LBHI. The distribution agreement is intended to accelerate distributions to creditors out of the parties respective estates, thereby increasing, on any given interim distribution date, the amount of distributions that would otherwise have gone to creditors had the distribution agreement not been effective on such interim distribution date. A copy of the distribution agreement and the disclosure notice can be found on the website. 5. Settlement agreement between LBS and LBIE On 30 April 2014, LBS entered into a full and final settlement with LBIE. As part of the deed of settlement, LBS shall have an unsecured and admitted claim against LBIE for GBP 49,900,687.19. In accordance with the settlement agreement, LBIE has withdrawn the Failed Trade Securities Claim, as a consequence of which the court in Curacao removed the claim validation proceedings between LBIE and LBS from the list of postponed cases (parkeerrol) of 5 September 2014. A copy of the settlement agreement can be found on the website.
5/10 6. Second and Third Interim Distributions On 12 November 2013 and 21 August 2014 the Trustee made the second, respectively the third interim distribution to the creditors. 6.1 Second interim distribution On 7 October 2013 the Trustee filed the list of second interim distributions (tweede tussentijdse uitdelingslijst), that was approved by the Supervisory Judge, at the Court House. This list was available for public inspection for 10 days. With the record date being 5 November 2013, the Trustee made the second cash distribution of USD 244,611,346.51 to the creditors on 12 November 2013. The distribution rate was 4.70% per admitted unsecured claim. 6.2 Third Interim Distribution On 25 July 2014 the Trustee filed the list of third interim distributions (derde tussentijde uitdelingslijst), that was approved by the Supervisory Judge, at the Court House. This list was available for public inspection for 10 days. With the record date being 14 August 2014, the Trustee made the third cash distribution of USD 161,771,367.43 to the creditors on 21 August 2014. The distribution rate was 6.92% per admitted unsecured claim. 6.3 Next interim distribution On 2 October 2014 LBS received the sixth distribution from LBHI, LBSF and LBCC, in the total amount of USD 51,491,728.20. The Trustee expects to make a fourth interim distribution to the LBS creditors in October/November 2014. For more information about these interim distributions, please check also the website.
6/10 7. General overview In this paragraph the Trustee will provide the creditors with a general overview of the settlement of the LBS bankruptcy regarding the claims filed against other Lehman entities, legal proceedings (if any) and/or other issues that have been settled or that are still outstanding. 7.1 Claims filed by the Trustee As part of the settlement of the bankruptcy of LBS, the Trustee has filed multiple claims into the estates of the various Lehman Brothers Group entities. The nature of these claims varies from claims that are based on the Global Close Balance sheet 1 to claims that arise from contractual obligations. The claims that have been submitted by the Trustee against the Lehman debtors and the status of the settlement of those claims have been included in the table below. Debtor Claim Description Amount Status Settlement LBHI Intercompany Loan USD 6,050,451,467.79 USD 5,174 billion - Allowed Settlement Agreement, LBCC Derivatives USD 1,203,462 Allowed Settlement Agreement, LBSF Intercompany Receivable USD 74,628,511.67 Allowed Settlement Agreement, LBHI LBT Notes USD 11,286,793 Disallowed Settlement Agreement, LBHI Swap Guarantee USD 100,589,377.71 Disallowed Settlement Agreement, LBHI Board Resolution Guarantee USD 272,026,097.82 Disallowed Settlement Agreement, LBF Derivatives USD 78,423,278.27 Claim settled Settlement Agreement, 30 August 2012 LBFNA Derivatives USD 20,222,342.40 Claim settled Settlement Agreement, 30 August 2012 LBF/LBFNA Derivatives USD 12,076,021,652 Claim withdrawn by the Trustee Settlement Agreement, 30 August 2012 LBIE LBT notes USD 12,555,119 (GBP 6,292,464.55) Claim settled and assigned. Proceeds USD 245,981 + EUR 7,786 Allowed Intercompany USD 96,808,208 (GBP 49,900,687.19) LBIE LBS notes USD 12,076,021,652 Claim withdrawn by the Trustee LBIE Trust assets Un-liquidated Claim withdrawn by the Trustee Settlement Agreement, 30 April 2014 Settlement Agreement, 30 April 2014 Deeds of Settlement, dated 22 December 2011 and 27 February 2012 Letter of 15 August 2012 1 Bankruptcy report number 3, 4.1, dated 24 November 2009
7/10 Debtor Claim Description Amount Status Settlement LBEL Intercompany claim under service agreement USD 6,959.21 GBP 3,751.60 (USD 6,959.21) - Allowed LBI Brokerage account USD 10,912,699.83 USD 2,416,367.11 - Allowed customer claim in the LBI SIPA proceeding LBSAL; LBFAL, LBCCA, LBAL; and LBN Trust assets Un-liquidated Claim withdrawn by the Trustee Letter from LBEL of 10 September 2012 Settlement Agreement, 7 June 2013 Letter of 6 January 2014 7.2 Settlement agreements and legal issues With regard to the winding up of the LBS bankruptcy, the Trustee has entered into various (settlement) agreements. A complete overview can be found in the schedule below. Counterparty Issue (Settlement) Agreement / Request Summary LBHI Access to LBS data Confidentiality agreement, dated 14 July 2010 U.S. Debtors Full and final settlement Settlement agreement + amendment to settlement agreement, dated 19 October 2011 respectively 23 March 2012 LBHI Accelerate distributions to creditors Distribution agreement, dated 21 March 2014 LBS requires access to data that is owned by LBS but in the custody, possession or control of LBHI in order to carry out its duties and for the orderly administration and wind down of the estate. The settlement agreement provides LBS with (i) an allowed intercompany claim of USD 5.174 billion against LBHI; (ii) an allowed intercompany claim of USD 74.6 million against LBSF; and (iii) an allowed derivative claim of USD 1.3 million against LBCC. The distribution agreement is intended to accelerate distributions to creditors out of the parties respective estates, thereby increasing, on any given interim distribution date.
8/10 Counterparty Issue (Settlement) Agreement / Request Summary LBIE Custody LBS Securities Custody agreement, dated 22 December 2011 LBIE Calculation Agent Deed of Termination and Settlement, dated 27 February 2012 The Unfunded Securities and the Repurchased Securities are still outstanding with the clearing systems and are held by LBIE (as custodian) for and on behalf of LBS. The Trustee and LBIE are currently working together to cancel the Unfunded Securities and the Repurchased Securities. Under certain programs under which LBS issued LBS Securities LBIE was the calculation agent. As per the deed of termination and settlement the appointment of LBIE as calculation agent is terminated; as a consequence of which LBS is the calculation agent. LBIE Full and final settlement Deed of Settlement, dated 30 April 2014 As part of the deed of settlement, LBS shall have an unsecured and admitted claim against LBIE for GBP 49,900,687.19 LBI Full and final settlement Settlement Agreement, dated 7 June 2013 Legal proceedings The settlement agreement provides LBS with an allowed customer claim in the LBI SIPA proceedings in the amount of USD 2,416,367.11 FINMA Legal standing in Switzerland On 16 January 2012, the Trustee filed a request regarding the recognition of the LBS bankruptcy decree with FINMA HBN Law LBIE LBF Claim validation proceedings (renvooiprocedure) Claim validation proceedings (renvooiprocedure) Appeal to the Supreme Court (Hoge Raad) The claim has been withdrawn by HBN Law. LBIE has withdrawn the Failed Trade Securities Claim (clause 5 of the settlement agreement, dated 30April 2014). LBF lodged an appeal in cassation regarding a decision of the Supervisory Judge in relation to the compensation of certain costs incurred by a member of the LBS Creditors Committee On 7 December 2012 the FINMA recognized the LBS bankruptcy decree. The claim validation proceedings have been removed from the case list (rol) of the Curacao Court. The claim validation proceedings have been removed from the list of postponed cases (parkeerrol). On 28 March 2014 the Supreme Court (Hoge Raad) rejected the appeal.
9/10 8. Conclusion of the investigation to the causes of the LBS bankruptcy The Trustee has finalized his investigations regarding: (i) directors' and officers' liability (bestuurdersaansprakelijkheid); (ii) any fraudulent acts (paulineus handelen); and (iii) the role of the auditor, E&Y Curacao. 8.1 Cause of bankruptcy On 15 September 2008 LBHI filed a petition in the U.S. Bankruptcy Court seeking relief under Chapter 11 of the United States Bankruptcy Code. The Lehman Brothers Group has subsequently closed all its subsidiaries globally. On 19 December 2008 the general meeting of shareholders approved the voluntary request for bankruptcy of LBS. LBS requested the Court of First Instance of the Netherlands Antilles, venue Curacao, that it be declared bankrupt on 30 January 2009. 8.2 As part of the investigation to the causes of the bankruptcy of LBS, the Trustee reviewed and examined: (i) the corporate legal documents; (ii) the financial books and records; and (iii) the financial statements, of LBS that were available to him. a) The minutes of: (i) the management board; (ii) the meeting of shareholders; and (iii) the board of supervisory directors, for the years 2003 up to and including 2008 were as far as the Trustee could have examined available and complete. b) LBS and its managing director had all permits legally required under Curacao corporate law. c) The financial statements for the years 2003 up to and including 2007 have been prepared in accordance with accounting principles generally accepted in the United States of America. The financial statement and the auditor s report were prepared by E&Y Curacao. The financial statements for the years 2003 up to and including 2006 have all been approved by the general meeting of shareholders and subsequently the management board was discharged for its conduct of the company s affairs. The financial statements and the auditor s report for the year 2007 have been prepared by E&Y Curacao, but due to the bankruptcy of Lehman Brothers the general meeting of shareholders was not held and financial statements for 2007 have not been approved nor was the managing director discharged.
10/10 d) In conclusion: the Trustee has not found indications to assume: (i) directors' and officers' liability; (ii) that fraudulent acts have been committed; and (iii) the auditor did not fulfill its role properly. 9. Miscellaneous This fifteenth bankruptcy report (as well as every subsequent bankruptcy report) will be available on the website. The bankruptcy reports are also available for inspection at the Court of First Instance in Curacao. 10. Plan of action / Time line (i) The Trustee expects to make a fourth cash distribution in October/November 2014 ****