Bloomberg News

Citigroup to Pay $285 Million Over SEC’s CDO Fraud Claims

October 19, 2011

(Updates with Citigroup profit in fifth paragraph.)

Oct. 19 (Bloomberg) -- Citigroup Inc., the third-biggest U.S. lender, agreed to pay $285 million to settle U.S. regulatory claims it misled investors about a $1 billion financial product linked to risky mortgages that defaulted within months of its sale.

Citigroup structured and sold the collateralized debt obligation in 2007 without telling investors that it helped pick about half the underlying assets and was betting they’d decline in value, the Securities and Exchange Commission said in a statement today. Credit Suisse Group AG agreed to pay $2.5 million for its role in selecting the assets, the SEC said.

Citigroup’s settlement, the third-biggest penalty paid for conduct related to the credit crisis, is the latest SEC action against banks that bundled and sold securities linked to the housing market. Goldman Sachs Group Inc. paid a record $550 million in 2010 for failing to tell investors that a hedge fund that helped select a CDO’s assets was betting it would decline. JPMorgan Chase & Co. paid $153.6 million in a similar matter in June, and SEC officials have said more cases are on the horizon.

“Investors were not informed that Citigroup had decided to bet against them and had helped choose the assets that would determine who won or lost,” Robert Khuzami, the SEC’s enforcement director, said in a statement.

Citigroup Profit

The approximately 15 clients in the deal known as Class V Funding III lost virtually their entire investments. Citigroup received about $34 million in fees and reaped about $126 million in profits from the short position, according to the complaint.

The SEC also sued Brian Stoker, a former Citigroup employee who the agency said was responsible for structuring the deal, according to a complaint filed today at U.S. District Court in New York. Stoker’s attorney, Fraser Hunter, said his client will “defend this lawsuit vigorously.”

Samir Bhatt, a former Credit Suisse portfolio manager, agreed to pay $50,000 and a serve a six-month suspension from association with any investment adviser for his role in the transaction, the SEC said.

Around October 2006, Citigroup’s CDO desks had discussions about the possibility of using credit default swaps to establish a short position on assets from a CDO that Citigroup would structure and market, the SEC said. After discussions began with Credit Suisse to act as the collateral manager for a proposed transaction, Stoker sent an e-mail to his supervisor describing the short position as a proprietary trade that shouldn’t be disclosed to Credit Suisse, according to the complaint.


Deals such as Class V Funding III, which referenced other CDOs, were designed to provide leveraged exposure to the housing market and therefore magnified the severity of losses during the crisis, the SEC said.

Credit Suisse allowed Citigroup to exercise significant influence over the selection of assets, and nothing in the disclosures put investors on notice that Citigroup had interests that were adverse to the interests of CDO investors, the SEC said in its complaint.

The SEC cited an e-mail from one unnamed CDO trader who characterized the portfolio for the Citigroup deal as ‘dogsh!t” and “possibly the best short EVER.”

Class V Funding III was in default less than nine months after closing on Feb. 28, 2007, the SEC said.

‘Not Responsible’

Ambac Financial Group Inc., whose bond-guarantee unit was taken over by the state of Wisconsin last year shortly before its own bankruptcy, sold insurance on $495 million of the deal, according to a regulatory filing.

Stoker “was not responsible for any alleged wrongdoing -- he did not control or trade the position, did not prepare the disclosures and did not select the assets,” Hunter said.

Bhatt’s lawyer, James Masella, declined to comment, as did Steven Vames, a New York-based spokesman for Credit Suisse. Citigroup, Credit Suisse and Bhatt didn’t admit or deny the SEC’s claims.

“We are pleased to put this matter behind us and are focused on contributing to the economic recovery, serving our clients and growing responsibly,” Citigroup said in an e-mailed statement.

Citigroup’s $285 million payment will be used to reimburse investor losses, the SEC said.

The SEC’s June settlement with JPMorgan resolved claims it failed to tell investors, including pension funds and a Lutheran group, that hedge fund Magnetar Capital LLC helped pick assets linked to a CDO it was betting against.

Separately, Standard & Poor’s, the world’s largest provider of credit ratings, said last month it may face SEC sanctions for giving top grades to mortgage-backed securities before they plummeted in value.

--With assistance from Elena Logutenkova in Zurich and Donal Griffin and Jody Shenn in New York. Editors: Lawrence Roberts, Gregory Mott

To contact the reporter on this story: Joshua Gallu in Washington at

To contact the editor responsible for this story: Lawrence Roberts at

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