Excerpts from the depositions - Wall Street Journal

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Case 2:11-cv-10549-MRP-MAN Document 254-1 Filed 03/28/13 Page 12 of 35 Page ID #:16601 one occasion, I was dealing directly with Mr. Heckart. Q. [] What level of familiarity would you describe yourself as having with respect to the Term Sheet? [Objection] A. I reviewed the Term Sheet thoroughly.” 132:21–133:21. Holmes testified that he had no discussions with anyone about transferring AIG’s fraud claims. • “Q. I’d like to ask you some questions about the period from whenever you learned about it in October until when [the APA] was executed . . . in December of 2008. . . . During that time period, did you have—did you discuss with anyone the question whether AIG would be transferring legal claims to Maiden Lane II as part of the transaction? . . . A. There was—there was no discussion about transferring tort claims, we’ll call them—I’ll call them, during, during the course of those discussions and—I’ll end there.” 53:3–23. • “Q. Do you recall any discussion with anyone about whether AIG would be transferring legal claims that can be asserted in a lawsuit to Maiden Lane II as part of the transaction? [Objection] A. Yeah, so, as I think you know, we’ll just say, there are different rights that you have with—to pursue. So, as you know, the rights to get the—cause the trustee to go get securities, mortgages back whenever the mortgages don’t meet certain standards as set out in the documents is a right that goes with the documents. To the extent you’re asking me—and I think you are—about rights associated with AIG’s losses at the time AIG owned the securities, and that were— arose as a result of communications relating to the securities in connection with AIG buying them, those claims, those second set of claims, we never, ever discussed transferring those.” 58:23–59:24. • “Q. Mr. Holmes, I think you testified earlier that during the time frame we were discussing, between when you first learned of Maiden Lane II and when the con—the Asset Purchase Agreement was signed, you had no discussions with anyone about whether tort claims would be assigned by AIG to Maiden Lane II; is that correct? A. That’s correct.” 61:20–62:3. • “Q. Do you recall any discussions about whether any causes of action that AIG possessed would be transferred to Maiden Lane II? A. Other than enforcement rights in the documents, which we’ve talked about, AIG’s rights were not going to transfer and there were no discussions about that.” 62:25–63:8. • “Q. Do you recall any written communications that you had with anyone regarding whether or not AIG would be transferring any tort claims to Maiden Lane II? A. I don’t recall any communications on transferring tort claims.” 68:22–69:4. • “Q. And do you recall any written communications about whether or not AIG would be transferring the right to bring statutory claims relating to the RMBS to Maiden Lane II? A. . . . [T]here was no discussion of those types of claims. Q. And no written communications on the subject? A. No. No written, no oral. No. Nothing.” 69:12– 70:4. • “Q. Do you recall any written communication concerning whether or not AIG would be transferring causes of action to Maiden Lane II? A. No, I would lump that in with the same general category of the previous two we talked about.” 70:5–11. EXHIBIT 2 2
Case 2:11-cv-10549-MRP-MAN Document 254-1 Filed 03/28/13 Page 13 of 35 Page ID #:16602 • “Q. Are you saying that it’s not something that you thought about at the time because of what the circumstances were? Or are you saying you did think about it? [Objection] A. I’m saying that I knew the law from prior experience, and that there[] simply was no discussion of transferring what we’re calling the ‘tort claims’.” 74:18–75:2. • “Q. Do you know why it was that AIG was briefing its insurance regulators about the ML II deal? [Objection] A. Yes. Because a deal of this magnitude, we would not—we would not execute without having briefed the regulators. Q. And how do you know that? A. Custom and practice. It’s what we do for—for much, much smaller deals and points than this. . . . Q. [D]o you see any reference in there [the presentation to insurance regulators] to AIG assigning any tort claims to ML II as a part of the ML II transaction? A. No.” 137:16–139:22. • “Q. Is that something you would have expected to see in this document had such an assignment been intended? [Objection] A. It would have needed to be in this document. Q. Why? A. Because of the purchase price being market, market not including those types of claims. So, we would have needed to indicate to the regulators that was something we were―the insurance companies were giving up value on. And the regulator itself, one of the primary concerns of the insurance regulators is affiliate transactions which is, effectively, transfer of value from the regulated balance sheet to other affiliates. That was a particular concern during this time, and the regulators would have been looking for, you know, whether or not there was value going to other parts of the organization and being given up by the insurance companies as a result of, you know, having given those claims away for, effectively, free.” 139:23–140:25. • “Q. At any point in the negotiation of the Asset Purchase Agreement, did anybody from the Fed or any of the Fed’s representatives convey to you in words or substance that the Fed sought to acquire, through the ML II transaction, litigation claims associated with the RMBS securities or their acquisition by AIG? [Objection] A. No. I never saw, heard, was aware of any intent on the part of Maiden Lane II or the Fed to acquire the litigation claims.” 145:24–146:12. • “Q. At any point during the negotiation of the Asset Purchase Agreement, did anybody from the Fed or any of the Fed’s representatives convey to you, in words or substance, that the Fed or ML II sought to acquire, through the ML II transaction, all transferrable and assignable benefits associated with the RMBS securities and related instruments? [Objection] A. No.” 146:13–24. • “Q. At any point during the negotiation of the Asset Purchase Agreement, did anybody from the Fed or any of the Fed’s representatives convey to you that the Fed and ML II sought to receive, through the ML II transaction, litigation claims associated with the RMBS securities or their acquisition by AIG? [Objection] A. They never did.” 147:10– 20. Holmes testified that he did not believe AIG’s fraud claims transferred. • “A. It was my understanding throughout the process that we were transferring title to the securities, and the other ancillary rights that went with the securities, which meant voting rights, the right to enforce documents, the right to receive principal EXHIBIT 2 3
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Excerpts from the depositions - Wall Street Journal

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