~- JUDGE CHIN UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK '07 CIV 6682 U.S. COMMODITY FUTURES TRADING COMMISSION, Case No. ------- Plaintiff, v. AMARANTH ADVISORS, L.L.C., AMARANTH ADVISORS (CALGARY) ULC and BRIAN HUNTER, Defendants. ECF Case By and for its complaint; the U.S. Commodity Futures Trading Commission ("CFTC") alleges as follows: I. SUMMARY I. As is more fully alleged below, Defendants Amaranth Advisors L.L.C. and Amaranth Advisors (Calgary) ULC (collectively "Amaranth"), by and through their employees and agents, including Defendant Brian Hunter ("Hunter"), engaged in a scheme of price manipulation that violated the Commodity Exchange Act, as amended (the "Act"), 7 U.S.C. §§ 1, et seq. (2002). 2. Defendants intentionally and unlawfully attempted to manipulate the price of natural gas futures contracts on the New York Mercantile Exchange ("NYMEX") in 2006. 3. As more fully described below, Defendants violated Sections 6(c), 6(d) and 9(a)(2) of the Act, 7 U.S.C. §§ 9, 13b, and 13(a)(2). 4. Furthennore, on or about August 15, 2006, Amaranth Advisors L.L.C., in a communication with NYMEX, willfully falsified, concealed, or covered up by trick, scheme or artifice a material fact or made false, fictitious, or fraudulent statements or representations in violation of Section 9(a)(4) of the Act, 7 U.S.C. § 13(a)(4). 5. Accordingly, pursuant to Section 6c of the Act, 7 U.S.C. § 13a-l, Plaintiff brings this action to enjoin such acts and practices, and compel compliance with the Act. In addition, Plaintiff seeks civil monetary penalties and such other equitable and ancillary relief as the Court deems necessary or appropriate under the circumstances. 6. Unless restrained and enjoined by this Court, there is a reasonable likelihood that Defendants will continue to engage in the acts and practices alleged in this Complaint or similar acts and practices, as is more fully described below. II. JURISDICTION AND VENUE 7. This Court has jurisdiction pursuant to Section 6c of the Act, 7 U.S.C. § 13a-l, which authorizes the CFTC to seek injunctive relief against any person, or to enforce compliance with the Act, whenever it shall appear to the CFTC that such person has engaged, is engaging, or is about to engage in any act or practice constituting a violation of any provision of the Act or any rule, regulation or order thereunder. 8. Venue lies properly with this Court pursuant to Section 6c(e) of the Act, 7 U.S.C. § 13a-l (e), in that Defendants transacted business within this District, and the acts and practices in violation of the Act occurred within this District. 2 III. THE PARTIES 9. Plaintiff U.S. Commodity Futures Trading Commission is an independent federal regulatory agency that is charged with the responsibility for administering and enforcing the provisions of the Act, 7 U.S.C. §§ 1, et seq., and the regulations promulgated thereunder, 17 C.F.R. §§ 1, et seq. A purpose of the Act is "to deter and prevent price manipulation or any other disruptions to market integrity." 7 U.S.C. § 5. 10. Defendant Amaranth Advisors L.L.C. is a Delaware company, which was founded in September 2000, with its principal place of business in Greenwich, Connecticut. Defendant Amaranth Advisors L.L.C. is the investment advisor and manager of the Amaranth group of investment funds including Amaranth LLC, a multi-strategy private investment fund. As of on or about December 2005, Amaranth LLC and its subsidiaries had net assets of over $6 billion, and natural gas futures positions valued at over $5 billion. 11. Defendant Amaranth Advisors (Calgary) ULC is a Nova Scotia unlimited liability company with its principal place of business in Calgary, Alberta Province, Canada. Amaranth Advisors (Calgary) ULC has never been registered with the Commission. 12. Defendant Amaranth Advisors (Calgary) ULC is a 99%-owned indirect subsidiary of Amaranth Advisors L.L.C. 13. Amaranth provided investment, management and advisory services on behalf of Amaranth LLC with regard to energy-related commodity instruments and related investments. 14. Defendant Brian Hunter is an individual who resides in Calgary, Alberta Province, Canada. From or about October 2005 until or about September 2006 Defendant Hunter was president of Defendant Amaranth Advisors (Calgary) ULC. 3 IV. FACTS 15. Amaranth traded both exchange-traded and over-the-counter ("OTC") derivative contracts including futures, options, and swaps. 16. A futures contract is an agreement to purchase or sell a commodity for delivery in the future at a price that is determined at initiation of the contract, that obligates each party to the contract to fulfill the contract at the specified price, that is used to assume or shift price risk, and that may be satisfied by delivery or offset. 17. The natural gas futures contract traded on the NYMEX is for a volume of 10,000 million British thermal units (MMBtu) of natural gas to be delivered at the Henry Hub in Louisiana during the month specified in the contract. 18. The NYMEX is a designated contract market under Section 5{b) of the Act and Commission Regulations 38.3(a)(l )(ii) and (iii). The IntercontinentaiExchange ("ICE") is an exempt commercial market under Section 2(h)(3) through (5) of the Act and Commission Regulation 36.3. 19. Amaranth was not capable of accepting delivery of or of delivering physical natural gas and thus at the end of trading of the spot month NYMEX natural gas futures contract needed to have a flat position in that contract. 20. In or around October 2005, Defendant Hunter, who oversaw most of the natural gas trading at Amaranth, transferred from the Greenwich, Connecticut office to Calgary and became head of energy trading in the Calgary office. Certain natural gas traders under Defendant Hunter's supervision continued to work at the Greenwich office, and risk management and compliance personnel in charge of overseeing the trading of the Calgary office continued to work in Greenwich. 4 21. Defendant Hunter's compensation in 2005 was over $100 million. 22. At all times relevant to this complaint, Defendant Hunter was Amaranth's head natural gas trader. 23. In 2006, Defendants engaged in. a scheme to attempt to manipulate natural gas futures prices on the NYMEX, including on February 24 and April 26, 2006. Defendants' manipulative scheme included, in part, the purchase of a substantial amount ofNYMEX natural gas futures contracts in advance of the closing range that Defendants planned to sell during the last half hour on the final day of trading such contracts (the "Manipulative Scheme"). 24. Defendants effectuated the Manipulative Scheme through a variety of acts and practices that were intended to manipulate the prices ofNYMEX natural gas futures contracts. 25. In accordance with NYMEX Rules, the settlement price of the NYMEX natural gas futures contracts is determined by the volume weighted average of trades executed from 2:00-2:30 p.m. ("closing range") on the last day of trading of such contracts ("expiration day"). 26. Defendants intended to create artificial natural gas futures prices by placing large sell orders in the closing range on expiration day. 27. A look-alike swap is an OTC swap that is cash settled based upon the settlement price of a similar exchange-traded futures contract on a specified trading day. 28. On the expiration days in issue, Amaranth held, as compared to its NYMEX futures position, a substantially larger short natural gas financially-settled swaps position, primarily on the lntercontinentaiExchange ("ICE"). 29. The ICE natural gas swap is a look-alike swap that is financially settled, meaning that upon expiration of the swap the holder will either pay or be paid the difference in the price 5 paid for the swap and the final settlement price of the swap. In calculating the settlement price for its natural gas swaps, ICE uses the NYMEX settlement price. 30. Defendants sought to lower the prices of the NYMEX natural gas futures contract to benefit Amaranth's larger short natural gas swaps positions on ICE and elsewhere. A. Defendants' Attempt to Manipulate Futures Prices on February 24, 2006 31. On or about February 24, 2006, the expiration day of the March 2006 NYMEX natural gas futures contract, Defendants attempted to manipulate natural gas futures contract prices by obtaining a large long futures contract position in order to sell those contracts in the closing range. 32. On February 23, 2006, Defendant Hunter told Amaranth natural gas trader Matthew Donohoe ("Donohoe") "make sure we have lots of futures to sell MoC [market on close] tomorrow". See instant message attached as Exhibit A document number AALLC REG0684056. 33. On or about the start of futures trading on February 24, 2006, Amaranth had a short position of over I,7 00 March 2006 natural gas futures contracts. 34. At that time Amaranth operations personnel in Greenwich informed Defendant Hunter and his natural gas traders that they were "short- 1729 Nat Gas Mar 06" futures contracts and to "[p]Iease make sure we are flat by the end of the day today." See e-mail attached as Exhibit A document number AALLC REG0672597. 35. As part of the Manipulative Scheme, on February 24, 2006 before the start of the closing range, Defendants reversed their natural gas futures positions from being short to being long over 3000 March 2006 contracts. 6 36. On February 24, 2006 prior to the closing range, Defendant Hunter stated to another Amaranth natural gas trader that he would ''just need H [March natural gas futures contract] to get smashed on settle then day is done." See instant message attached as Exhibit A document number AALLC R£00684186. 3 7. Defendant Hunter has testified that the term "smashed" in the context of futures prices means "if something fell really, really quickly, if the prices fell really, really quickly, you say those prices got smashed." 38. Less than half an hour before the closing range on February 24, 2006, Defendant Hunter disclosed part of the Manipulative Scheme to a natural gas trader at another firm: 1:31 :25 PM EST Brian Hunter: We have 4000 to sell MoC I :3 I :28 PM EST Brian Hunter: shhhh 1: 3 I :36 PM EST gloverb: come on I :31 :39 PM EST Brian Hunter: y I :31 :43 PM EST gloverb: unless you are huge bearish I :31 :49 PM EST gloverb: position 1: 3I :54 PM EST gloverb: why the f would yo do that 1:32:16 PM EST Brian Hunter: all from options yestrday I :32:25 PM EST Brian Hunter: so we 11 see what the floor has I :32:33 PM EST Brian Hunter: bit of an expiriment [sic] mainly I :32:43 PM EST gloverb: what the f I :32:46 PM EST gloverb: that is huge I :35:34 PM EST Brian Hunter: I think John [Arnold] and Sempra [Energy] are sellers too See instant message attached as Exhibit A document number AALLC_R£00684227. 39. A few minutes after the start of the closing range on February 24, 2006, the same natural gas trader asked Defendant Hunter "arent you done" selling your futures. Defendant Hunter, knowing that the Manipulative Scheme was not yet concluded, replied "no ... have alot more to sell. .. waiting until 2:20." See instant message attached as Exhibit A document number AALLC _REG0684264. 7 40. Defendant Hunter and Donohoe congratulated themselves, at about half way through the closing range on February 24, 2006, when Defendant Hunter stated to Donohoe "today came together quite nicely" and Donohoe later replied: 2:30:21 PM EST Matthew Donohoe: h [March contract] will setlle lower 2:30:47 PM EST Matthew Donohoe: and h/j wider 2:31:30 PM EST Matthew Donohoe: nice 2:31 :37 PM EST Brian Hunter: I am flexing here 2:31:40 PM EST Matthew Donohoe: looking preety [sic] bang on 2:31 :50 PM EST Matthew Donohoe: we already mimiced 2:31 :53 PM EST Matthew Donohoe: lol 2:31:58 PM EST Matthew Donohoe: llliiiiiitmnnn 2:32:04 PM EST Brian Hunter: hahahahaha 2:32:23 PM EST Matthew Donohoe: 2nd best...sept/oct last year still the best 2:32:27 PM EST Matthew Donohoe: oh yeag [sic] See instant message attached as Exhibit A document number AALLC_ REG0704931. 41. On February 24, 2006, during their selling spree on the closing range, Defendants placed orders to sell over 3,000 March NYMEX natural gas futures contracts in an attempt to manipulate the contract price. At that time, Amaranth had a short swaps position of at least 12,000 contracts (futures equivalents), that would benefit from a lower settlement price of the March natural gas futures contract. 42. On or about March 10, 2006 Amaranth Advisors (Calgary) ULC issued a compliance manual that prohibited manipulative and fraudulent trading practices, including engaging in "trading or apparent trading activity for the purpose of artificially causing the price of a commodity to move up or down, and then take advantage of such price movement by buying or selling at such 'artificial' price level." 43. The compliance manual also prohibited engaging in "'marking the close' at or near the close of trading for the primary purpose of attempting to change the closing price to protect or alter the value of an existing position or to avoid a margin call, although this 8 prohibition is not intended to preclude trades at or near the close of trading that have a legitimate business purpose, manage business risk or that otherwise have economic substance." B. Defendants' Attempt to Manipulate Futures Prices in April26, 2006 44. On or about April26, 2006, the expiration day of the May 2006 NYMEX natural gas futures contract, Defendants attempted to manipulate natural gas futures contract prices by obtaining a large long futures contract position in order to sell a large number of offsetting contracts using three large orders that were placed near the end of the closing range. 45. On or about April21, 2006, Amaranth reversed its futures position by acquiring futures contracts, such that for the first time in the month they were long May NYMEX natural gas futures contracts. 46. From then, until April 26, 2006 the Defendants continued to build their long futures position, such that by the time of the closing range they were long in excess of3,000 May 2006 natural gas futures contracts. 47. Going into the closing range on April26, 2006, Amaranth also had a short May swap position of over 19,000 contracts (futures equivalents). 48. Defendant Hunter was concerned that Centaurus Advisors LLC, another hedge fund, was going to be a large buyer of natural gas futures in the closing range and that this would affect the settlement price of the May 2006 NYMEX natural gas futures contract, which in turn would adversely affect Amaranth's short swaps positions. 49. Beginning at 12:45 pm on April26, 2006, Hunter had an instant message conversation with David Chasman ("Chasman"), the energy risk manager at Amaranth, where he discussed what he thought Arnold planned to do and why: 12:48:48 pm Brian Hunter: FYI Arnold is getting scary short into the [Energy Information Agency gas storage] number tomorrow 9 12:50:26 pm David Chasman: what u think arnold has? 12:50:28 pm Brian Hunter: we are rolling size into may 12:50:42 pm Brian Hunter: and I am worrie[d] that Anold [sic] has taken the other side of everything 12:51:00 pm Brian Hunter: so either he runs it up on the close today and gets short tomorrow 12:51:08 pm Brian Hunter: or has a HUGE view on the number tomorrow 12:53:03 pm David Chasman: other side of everything meaning buying from everyone else selling-or buying from [you] 12:53:17 pm Brian Hunter: no buying may and selling June ... with me 12:54:36 pm David Chasman: does he know what [you are] up [to] [with respect to] rolling off length? ... sorry rolling off short 12:55:16 pm Brian Hunter: probably 12:55:29 pm Brian Hunter: I think its more that he thinks its going to get [f. .. d) tomorrow 12:55:47 pm Brian Hunter: me may try to help it by running the market up on the close 12:56: I 0 pm David Chasman: kinda hard to do when [you are] selling - no? 12:56:39 pm Brian Hunter: Arnold is the master of moving theclose? See instant message attached as Exhibit A document number A_CFTC032874. 50. Defendant Hunter expressed a similar sentiment to an outside trader in an instant message wherein Hunter wrote "I think John [Arnold] wants to bid it on close." See instant message attached as Exhibit A document number AALLC_REG0593127. 51. To affect the price for the May 2006 NYMEX natural gas futures contract, Defendants intentionally waited to sell their May 2006 NYMEX natural gas futures contracts. 52. At the beginning of the closing range on April 26, 2006, Defendant Hunter stated to an Amaranth risk manager that he is seeing many buyers but he (Defendant Hunter) has "yet to sell." See instant message attached as Exhibit A document number A_CFTC032878. 10