mason amended complaint

20437084v.4

IN THE UNITED STATES DISTRICT COURTFOR THE NORTHERN DISTRICT OF GEORGIA

ATLANTA DIVISION

EDGEFIELD HOLDINGS, LLC, )) CIVIL ACTION

PLAINTIFF, )) NO. 1:15-CV-02481-WSD

vs. ))

ANNETTE MASON, individually and as )trustee, JAMIE MASON HAMIL, )K. W. MASON COMPANY, INC., )LONE PINE, INC., MASON CAPITAL, )LLC, and THE MASON FAMILY )TRUST, )

)DEFENDANTS. )

___________________________________ )FIRST AMENDED COMPLAINT FOR

AVOIDANCE OF FRAUDULENT TRANSFERS

Plaintiff Edgefield Holdings, LLC (Plaintiff), by its attorneys, asserts this

First Amended Complaint against Defendants Annette Mason, individually and as

trustee (Annette), Jamie Mason Hamil (Jamie), K. W. Mason Company, Inc.

(as trustee for The Mason Family Trust) (K. W. Mason), Lone Pine, Inc. (Lone

Pine), Mason Capital, LLC (Mason Capital), and The Mason Family Trust

(Trust) (collectively, Defendants), and alleges as follows:

Case 1:15-cv-02481-WSD Document 19 Filed 07/17/15 Page 1 of 96

220437084v.4

NATURE OF ACTION

1. Plaintiff bring this action, pursuant to the Uniform Fraudulent

Transfers Act, as enacted in Georgia in O.C.G.A. 18-2-70 et seq. (the UFTA),

and the common law of the State of Georgia, for the recovery of approximately

$137 million in securities, cash, corporate interests, and real estate holdings

fraudulently transferred from judgment debtor Wayne H. Mason (Wayne) to (a)

his wife Annette, (b) his daughter Jamie, (c) Lone Pine (an insider of Wayne who

owns 100% of Lone Pine), (d) Mason Capital (an insider of Wayne, who is a

member of Mason Capital), and (e) K.W. Mason, as trustee, and Trust (an insider

of Wayne benefitting Waynes family).

2. Beginning in 2007 and until August 2009, Wayne transferred to

accounts held by Annette and Jamie at Merrill Lynch, Pierce, Fenner & Smith,

Incorporated (Merrill Lynch): (1) over 1.7 million in shares of securities (the

Securities), which were originally valued at approximately $19.3 million; and

(2) approximately $2.9 million in cash (the Cash) (collectively, the

Cash/Securities Transfers). All told, these Cash/Securities Transfers, at the time

of receipt by Annette and Jamie, totaled approximately $22 million.

3. Additionally, beginning in 2005 and through 2008, Wayne transferred

the following real estate-related assets (the Real Estate Assets): (a) his 75% of


320437084v.4

his interests in the Beltline Properties (as defined infra) to Mason Capital, resulting

in the ultimate transfer of approximately $37,800,000 in cash proceeds, (b) his

20.639233% interests in Madison Ventures, Ltd. (Madison Ventures) and its real

estate holdings to KW Mason and Trust, resulting in the ultimate transfer of real

property assets valued at approximately $11,600,000, and (c) certain real estate

holdings with an aggregate value of approximately $65,000,000 to Mason Capital

and Lone Pine (collectively, the Real Estate Transfers; together with the

Cash/Securities Transfers, the Transfers). All told, Wayne transferred over $100

million in Real Estate Transfers and approximately $137 million in total Transfers

to Defendants.

4. Wayne made the Transfers with actual intent to hinder, delay, or

defraud his present and future creditors, such as Plaintiff. More specifically,

Wayne made the Transfers even though: (1) he reported the Cash, the Securities,

and the Real Estate Assets to his lendersincluding the predecessors-in-interest to

Plaintiffto support them lending hundreds of millions of dollars to him and his

various business entities; (2) his lenders relied upon his personal guaranty, his

alleged assets, and alleged net worth in making these loans (almost all of which he

guaranteed); and (3) he made such Transfers during the beginning of and

throughout the Great Recession, at a time when all assets (including the real estate


420437084v.4

projects that were funded by the loans he personally guaranteed) were decreasing

rapidly in value.

5. Additionally, Wayne made the Transfers without receiving fair

consideration (or any consideration, for that matter) at a time when Wayne was

insolvent or was thereby rendered insolvent. As a result, Plaintiff is entitled to

recover the Transfers, as well as post-judgment interest (as applicable) and its

reasonable attorneys fees, pursuant to the UFTA, as well as the common law of

the State of Georgia.

6. Plaintiff, as the successor in interest to FDIC and pursuant to the

October 2014 Judgment and the counts described below, seeks to recover the

Transfers as follows: (a) statutory fraudulent transfer (actual intent) [Counts II,

VII, XII, and XVII], (b) statutory fraudulent transfer (insufficient remaining assets)

[Counts III, VIII, XIII, and XVIII], (c) statutory fraudulent transfer (insolvency)

[Counts IV, IX, XIV, and XIX], (d) statutory fraudulent transfer (insider) [Counts

V, X, XV, and XX], (e) common law fraudulent transfer (action at law) [Count

XXII], and (f) common law fraudulent transfer (action in equity) [Count XXIV].

7. Plaintiff, pursuant to the June 2014 Judgment and the counts

described below, seeks to recover the Transfers as follows: (a) statutory fraudulent

transfer (actual intent) [Counts I, VI, XI, and XVI], (b) common law fraudulent


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transfer (action at law) [Count XXI], and (c) common law fraudulent transfer

(action in equity) [Count XXIII].

THE PARTIES

8. Plaintiff is a Delaware limited liability company. Plaintiffs sole

member is Rialto Capital Advisors, LLC, a Delaware limited liability company

whose sole member is Rialto Capital Management LLC. Rialto Capital

Management, LLC is a Delaware limited liability company whose sole member is

Rialto Holdings, LLC. Rialto Holdings, LLC is a Delaware limited liability

company whose sole member is Lennar Corporation, a Delaware corporation with

its principal place of business in Miami, Florida.

9. Plaintiff is a citizen of the States of Delaware and Florida for purposes

of establishing diversity jurisdiction in accordance with 28 U.S.C. 1332.

10. Annette is an individual whose domicile is located at 2096 Oak Road,

Snellville, Georgia 30078.

11. At all times relevant hereto, Annette was the wife of Wayne and, thus,

an insider with respect to Wayne.

12. Pursuant to 28 U.S.C. 1348, Annette is a citizen of the State of

Georgia for purposes of establishing diversity jurisdiction in accordance with 28

U.S.C. 1332.


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13. Jamie is an individual whose domicile is located at 1405 Carrington

Court, Lawrenceville, Georgia 30044.

14. At all times relevant hereto, Jamie was the daughter of Wayne and,

thus, an insider with respect to Wayne.

15. Pursuant to 28 U.S.C. 1348, Jamie is a citizen of the State of

Georgia for purposes of establishing diversity jurisdiction in accordance with 28

U.S.C. 1332.

16. K.W. Mason is a corporation formed under the laws of the State of

Nevada. On information and belief, the principals of K. W. Mason are as follows:

Joshua C. Miller, President; Keith W. Mason (Keith), Treasurer and Director;

Monte L. Miller, Secretary; and David Hanna, Director. K.W. Mason may be

served with process care of Fennemore Craig, P.C., 300 S. Fourth Street, Suite

1400, Las Vegas, Nevada 89101.

17. Upon information and belief, K.W. Mason is an insider with respect to

Wayne because his son Keith is a principal and officer of K.W. Mason.

18. K.W. Mason is a citizen of the State of Nevada for purposes of

establishing diversity jurisdiction in accordance with 28 U.S.C. 1332.

19. Lone Pine is a Georgia corporation with its principal place of business

located at 1960 Satellite Boulevard, Suite 3000, Duluth, Georgia 30097. Lone


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Pine may be served with process care of Thomas J. Andersen at 1960 Satellite

Boulevard, Suite 4000, Duluth, Georgia 30097.

20. Lone Pine is an insider with respect to Wayne.

21. Lone Pine is a citizen of the State of Georgia for purposes of


22. Mason Capital is a Georgia limited liability company with its

principal place of business located at 1960 Satellite Boulevard, Suite 3000, Duluth,

Georgia 30097. Mason Capital may be served with process care of Brad Carr

(registered agent) at 1960 Satellite Boulevard, Suite 4000, Duluth, Georgia 30097.

23. Upon information and belief, Wayne is a manager, member or owner

of Mason Capital, and therefore, Mason Capital is an insider with respect to

Wayne.

24. Mason Capital is a citizen of the State of Georgia for purposes of


25. Trust is a trust formed under the law of the State of Nevada. The

Trust may be served with process care of Fennemore Craig, P.C., 300 S. Fourth

Street, Suite 1400, Las Vegas, Nevada 89101.


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26. Upon information and belief, the Trust is an insider with respect to

Wayne because the Trust benefits Waynes relatives and his son Keith is a

principal of the trustee for the Trust.

27. Trust is a citizen of the State of Nevada for purposes of establishing

diversity jurisdiction in accordance with 28 U.S.C. 1332.

VENUE AND JURISDICTION

28. This Court has jurisdiction over this action pursuant to 28 U.S.C.

1332(a)(1), as: (a) the matter in controversy exceeds the sum of $75,000,

exclusive of interest and costs; and (b) Plaintiff is diverse in citizenship from each

of Defendants.

29. Venue over all Defendants is proper in this District pursuant to 28

U.S.C. 1391(b)(1) as numerous Defendants are located in counties located within

in this District.


U.S.C. 1391(b)(2), as a substantial part of the events giving rise to the claims

occurred in this District.


U.S.C. 1391(b)(2), as a substantial part of the property that is the subject of this

action was and is situated in this District.


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RELEVANT FACTS

June 2014 Judgment Against Wayne

32. On June 11, 2014, Great Oak Pool I, LLC (Great Oak) obtained a

judgment (the June 2014 Judgment) against Wayne in the State Court of Liberty

County, State of Georgia in the total amount of $1,009,617.12. The June 2014

Judgment was not entered as a result of default based upon non-appearance or

confession of judgment.

33. On or about April 17, 2015, Plaintiff purchased the June 2014

Judgment from Great Oak. In connection with such purchase, Great Oak executed

and delivered to Plaintiff, among other things, an Assignment of Judgment.

34. Great Oak is the successor-in-interest to United Community Bank

with respect to its claims against Wayne.

October 2014 Judgment Against Wayne

35. On October 16, 2014, First Citizens Bank and Trust Company (First

Citizens) obtained a judgment (the October 2014 Judgment) against Wayne in

the State Court of Gwinnett County, State of Georgia in the total amount of

$5,000,000. The October 2014 Judgment was not entered as a result of default

based upon non-appearance or confession of judgment.


1020437084v.4

36. On or about April 30, 2015, Plaintiff purchased the October 2014

Judgment from First Citizens. In connection with such purchase, First Citizens

executed and delivered to Plaintiff, among other things, an Assignment of

Judgment.

With Respect To The October 2014 Judgment, Plaintiff Is A Successor-in-interest To FDIC

37. On Friday, September 25, 2009, the Georgia Department of Banking

and Finance closed Georgian Bank, and the Federal Deposit Insurance Corporation

(FDIC) was named Receiver.

38. On September 25, 2009, FDIC, as receiver, transferred substantially

all of the loans of Georgian Bank to First Citizens.

39. As a result of and in connection with such transfer, FDIC transferred a

guaranty made by Wayne in favor of Georgian Bank to First Citizens. Wayne

made such guaranty in favor of First Citizens in connection with loan facilities

made by Georgian Bank to, inter alia, Parkway Associates, LLC, St. Andrews

Partners, LLC, MV Capital, LLC, Chestatee Partners, LLC, and Madison Ventures.

40. As a result of the assignment of the October 2014 Judgment by First

Citizens to Plaintiff, Plaintiff is a successor-in-interest to FDIC.


1120437084v.4

41. Pursuant to 12 U.S.C. 1821(d)(14)(B), FDICs right to bring a claim

for, inter alia, fraudulent transfers under the UFTA and Georgia common law,

began to run anew as of September 25, 2009.

42. Pursuant to 12 U.S.C. 1821(d)(14)(A), the deadline to bring a claim

seeking to recover fraudulent transfers is September 25, 2015, which is six years

from September 25, 2009.

43. As a successor-in-interest to FDIC, Plaintiff is entitled to apply the

extended limitations period provided for in 12 U.S.C. 1821(d)(14) with respect to

its efforts to recover on the October 2014 Judgment.

The Judgments Remain Unpaid

44. The June 2014 Judgment and the October 2014 Judgment (together,

the Judgments) remain unsatisfied in whole, and the total amount of

$6,009,617.12 remains unpaid. Enforcement of the Judgments has not been

stayed, nor are the Judgments the subject of any pending appeal.

Waynes Extensive Loan Obligations And Personal Guaranties

45. Wayne, a one-time prominent real estate developer and investor,

personally guaranteed hundreds of millions of dollars in loan obligations to

numerous financial institutions.


1220437084v.4

46. In connection with his personal guaranties, Wayne reported the

Securities, Cash and Real Estate Assets to the lenders in order to induce those

lenders to loan hundreds of millions of dollars to him and his various business

entities.

47. Waynes various lenders relied upon his personal guaranties, his

alleged assets, including investments in securities included on his personal

financial statements, and his alleged net worth.

48. Notwithstanding his personal guaranties, Wayne set forth on a

purposeful scheme to transfer substantial assets to his family members and related

entities over which Wayne retains control in an effort to conceal and protect those

assets from his legitimate creditors.

Waynes Cash/Securities Transfers To Annette And Jamie

49. Beginning in 2007 and until August 2009, and notwithstanding his

substantial debts to the lenders referenced above, Wayne transferred to Annette

and Jamie the Securities and the Cash. The Cash/Securities Transfers that are the

subject of this action include the following:


1320437084v.4

Para.No.

Transfer Date Transferee

TransfereeAccount

No. (-xxxx)Securities/Cash

Transferred1

Value ofSecurities/Cash

on TransferDate

49(a) 12/12/2007 Annette/Trustee -1786 UCBI $7,305,853.1349(b) 3/28/2008 Jamie -2832 CCRT (now ATLC) $80,800.0049(c) 6/23/2008 Annette/Trustee -2954 UCBI $738,838.8049(d) 1/29/2009 Annette/Trustee -6729 BAC $3,497,124.0049(e) 5/4/2009 Annette -6797 BAC $5,771,280.0049(f) 5/4/2009 Annette -6797 UPS $21,648.0049(g) 5/4/2009 Annette -6797 AEPGX $4,380.6049(h) 5/4/2009 Annette -6797 Cash $224,625.9749(i) 5/5/2009 Annette -6797 Cash $2,660,000.0049(j) 5/6/2009 Annette -6797 BAC $549,000.0049(k) 5/6/2009 Annette -6797 Cash $153.6649(l) 6/25/2009 Annette -6797 BAC $351,678.6049(m) 6/25/2009 Annette -6797 Cash $8,952.1549(n) 8/5/2009 Annette -6797 BAC $970,261.74

TOTAL $22,184,596.65

50. Based on the foregoing, Wayne made each and every one of the

Cash/Securities Transfers between December 12, 2007 and August 5, 2009, as

follows: (i) transfer of Securities to Annette (as Trustee) on December 12, 2007;

(ii) transfer of Securities to Jamie on March 28, 2008; (iii) transfer of Securities to

Annette (as Trustee) on June 23, 2008; (iv) transfer of Securities to Annette (as

Trustee) on January 29, 2009; (v) multiple transfers of Securities and Cash to

1 Each publicly-traded security is listed by its abbreviation on the New York StockExchange.


1420437084v.4

Annette (individually) on May 4, 2009; (vi) transfer of Cash to Annette

(individually) on May 5, 2009; (vii) transfers of Cash and Securities to Annette

(individually) on May 6, 2009; (vii) transfers of Cash and Securities to Annette

(individually) on June 25, 2009; and (ix) transfer of Securities to Annette

(individually) on August 5, 2009.

51. Wayne transferred the Securities and Cash from accounts held in his

name at Merrill Lynch into accounts held in Annettes and Jamies names at

Merrill Lynch.

52. Following its acquisition of the Judgments in April 2015, Plaintiff

discovered the Cash/Securities Transfers in the course of its investigation of

Waynes assets. On information and belief, neither Wayne nor any of Defendants

disclosed the Cash/Securities Transfers to any predecessors of Plaintiff or any of

their agents or representatives.

Waynes Real Estate Transfers to the Trust

53. In or about August 2007, following his realization of an impending

real estate crisis that would become the Great Recession, and in anticipation and

preparation for the various loan defaults that would ensue, Wayne formed Trust.

Waynes son Keith is a principal of Trust.


1520437084v.4

54. Following Trusts formation, no earlier than August 10, 2007, and no

later than December 31, 2007, Wayne transferred approximately 20.639233% of

his ownership interests in Madison Ventures to Trust (the Trust Transfers).

55. Madison Ventures is a Georgia corporation with its principal place of

business in the State of Georgia. Wayne is the CEO and CFO of Madison

Ventures.

56. The value as of 2007 of this interest in Madison Ventures, based upon

Waynes own personal financial statements used by Wayne to induce lenders to

extend credit to Wayne and his entities, was approximately $11,600,000.

57. On account of Waynes transfer to Trust, for which transfer Wayne

received no value (let alone reasonably equivalent value), Trust received a value of

approximately $11,600,000funds that could and should have been used to repay

Waynes substantial creditors.


discovered these specific Real Estate Transfers in the course of its investigation of


disclosed these Real Estate Transfers to any predecessors of Plaintiff or any of

their agents or representatives.


1620437084v.4

Waynes Real Estate Transfers to Mason Capital

59. On or about August 14, 2007, following his realization of an

impending real estate crisis that would become the Great Recession, and in

anticipation and preparation for the various loan defaults that would ensue, Wayne

formed Mason Capital.

60. Upon information and belief, Wayne continues to own or control, or

through family members or related entities owns or controls, one hundred percent

(100%) of the ownership interests in Mason Capital.

61. Following such formation on or about August 14, 2007, and prior to

February 1, 2008, Wayne transferred real estate holdings and other assets to Mason

Capital that he valued at approximately $70,000,000.

62. More specifically, following the formation of Mason Capital and in

addition to the transfers involving the Beltline Project described below, Wayne

effectuated at least the following transfers to Mason Capital:


1720437084v.4

Para.No.

Transfer Date

Property Transferred(as described by Waynein his and/or MasonCapitals financialstatements)2

MasonCapitalsPurportedInterest

Name of Entity HoldingProperty (if applicable)

62(a) Between 8/14/07and 2/1/08

Old Norcross and CruseRoad

100% Unknown or held in nameof Mason Capital

62(b) Between 8/14/07and 2/1/08

Hwy 120 and SugarloafCVS ground lease, whichincluded a CVS groundlease and adjoining 1.5acre site in GwinnettCounty, Georgia


62(c) Between 8/14/07and 2/1/08

13 lots at Harbour Oaks,Gwinnett County,Georgia


62(d) Between 8/14/07and 2/1/08

1.38 acres at Gravit Road,Gwinnett County,Georgia


62(e) Between 8/14/07and 2/1/08

350 acres in Braselton,Jackson County, Georgia


62(f) Between 8/14/07and 2/1/08

45 acres in the SurreyFarms subdivision inGwinnett County,Georgia


2 Plaintiff has described these entities and properties transferred by Wayne to MasonCapital based on personal financial statements submitted by Wayne to his lenders. Uponobtaining additional information as to the exact names and addresses (as well as the specificdates of transfers) of the properties transferred by Wayne to Mason Capital, Plaintiff willsupplement or amend its Complaint.


1820437084v.4

Para.No.

Transfer Date




62(g) Between 8/14/07and 2/1/08

2470 Cheshire Bridge, 4.9acres in Fulton County,Georgia

50% 2470 Cheshire BridgePartners, LLC (274 W.Wesley Rd., Atlanta, GA30305)

62(h) Between 8/14/07and 2/1/08

509 acres in Commerce,Jackson County, Georgia

75% Commerce LandHoldings, LLC (2771Lawrenceville Hwy, Suite210, Decatur, GA, 30033)

62(i) Between 8/14/07and 2/1/08

68 acres in Commerce,Jackson County, Georgia

50% Commerce LandHoldings II, LLC (2771Lawrenceville Hwy, Suite210, Decatur, GA, 30033)

62(j) Between 8/14/07and 2/1/08

Office building at 1505Lakes Parkway, GwinnettCounty, Georgia)

50% Lakes Office, LLC (1505Lakes Parkway, Suite140, Lawrenceville, GA,30043)

62(k) Between 8/14/07and 2/1/08

Out parcel on PleasantHill Road in GwinnettCounty, Georgia thatwas/is leased to PandaExpress

100% Metro Land Investors,LLC (960 Satellite Blvd.,Suite 3000, Duluth, GA30097)

62(l) Between 8/14/07and 2/1/08

70,000 sq. ft. warehousein Jackson County,Georgia located at 185Broadway Ave.,Braselton, Georgia 30517

80% MKB Properties, LLC(3400 Rivergreen Ct.,Suite 500, Duluth, GA,30096)


1920437084v.4

Para.No.

Transfer Date




62(m) Between 8/14/07and 2/1/08

MMH Ventures(retail strip center inGwinnett County,Georgia)

25% MMH Ventures, LLC(1702 Abbey Ct.,Alpharetta, GA, 30004)

62(n) Between 8/14/07and 2/1/08

Peachtree Hills Holdings(12,000 sq. ft. retail centerin Fulton County,Georgia)

50% Peachtree Hills Holdings,LLC (2771 LawrencevilleHwy., Suite 210, Decatur,GA, 30033)

62(o) Between 8/14/07and 2/1/08

Solid Gold(former Gold Club site inFulton County, Georgialocated at 2416 PiedmontRoad NE, Atlanta,Georgia 30324)

50% Solid Gold, LLC (1960Satellite Blvd., Suite3000, Duluth, GA,30097)

62(p) Between 8/14/07and 2/1/08

SPG Adairsville(117 acres in BartowCounty, Georgia)

50% SPG Adairsville, LLC(1201 Peachtree St., NE,Suite 1001, Atlanta, GA30361)

62(q) Between 8/14/07and 2/1/08

Distribution warehouse inJackson County, Georgia,located at 995 BroadwayAve.,Braselton, Georgia 30517,that was/is leased toHome Depot.

50% SPG Braselton One, LLC(2870 Peachtree Rd,#721,Atlanta, GA, 30305)


2020437084v.4

Para.No.

Transfer Date




62(r) Between 8/14/07and 2/1/08

57,600 sq. ft. building and33 acres of land inChatham County, Georgia

50% SPG Northport Two, LLC(1960 Satellite Blvd.,Suite 3000, Duluth, GA,30097)

62(s) Between 8/14/07and 2/1/08

310 acres in ChathamCounty, Georgia

50% SPG Oak Grove Land,LLC (1960 SatelliteBlvd., Suite 3000, Duluth,GA, 30097)

62(t) Between 8/14/07and 2/1/08

8 acres in GwinnettCounty

50% SPG Pinnacle, LLC (2870Peachtree Rd., #721,Atlanta, GA, 30305)

62(u) Between 8/14/07and 2/1/08

60 acres in ChathamCounty owned by SPGWestport, LLC; 329,000sq. ft. building inChatham County ownedby SPG Westport II, LLC

50% (ineachentity)

SPG Westport, LLCSPG Westport Two, LLC1201 Peachtree St., NE,Suite 1001Atlanta, GA 30361

62(v) Between 8/14/07and 2/1/08

Unknown acreage atSatellite Blvd.

unknown Unknown or held in thename of Mason Capital

62(w) Between 8/14/07and 2/1/08

23 lots and one out parcelin Gwinnett County,Georgia known asSugarloaf Five Forks.

25% Sugarloaf/Five ForksPartners, LLC (1960Satellite Blvd., Suite3000, Duluth, GA,30097)

62(x) Between 8/14/07and 2/1/08

Membership interests inBlack Banks ResidencesLLC

unknown Black Banks RiverResidences, LLC (P.O.Box 190Brunswick, GA 31520)


2120437084v.4

Para.No.

Transfer Date




62(y) Between 8/14/07and 2/1/08

24 lots in GwinnettCounty, Georgia

33.33% Baxley Ridge, LLC (4154Silver Peak Pkwy, SuiteD, Suwanee, GA,30024);;

62(z) Between 8/14/07and 2/1/08

4 lots in GwinnettCounty, Georgia;

33.33% Baxley Ridge Builders,LLC (P.O. Box 969,Suwanee, GA 30024)

62(aa) Between 8/14/07and 2/1/08

5 lots and a house inGwinnett County,Georgia

33.33% Baxley RidgeInvestments, LLC (P.O.Box 969, Suwanee, GA30024)

63. For each Real Estate Transfer from Wayne to Mason Capital, Plaintiff

cannot discern the exact transfer date from the documents in its possession.

However, based on the records available to Plaintiff, all of these Real Estate

Transfers occurred between August 14, 2007 and February 1, 2008. Therefore, at

the earliest, each Real Estate Transfer occurred on August 14, 2007 for purposes of

determining the applicable statute of limitation period.

Wayne Transfers His Interests In The Beltline Project to Mason Capital64. In addition to the Real Estate Transfers to Mason Capital described

above, Wayne also transferred his substantial interests in proceeds of the Beltline


2220437084v.4

Project to Mason Capital for no consideration (collectively with the Real Estate

Transfers to Mason Capital itemized in Paragraph 62, the Mason Capital

Transfers).

65. In or about 2004, Wayne formed a series of limited liability

companies (LLCs and each an LLC) under the laws of the State of Georgia,

with the intention of acquiring numerous tracts of land as part of an intended

development of a twenty-two (22) mile loop around Atlantas core (the Beltline

Project).

66. The entities (collectively, the Beltline Entities) formed by Wayne to

acquire said properties included, without limitation, each of the following: Ansley

North Beltline, LLC; Ansley South Beltline, LLC; Piedmont Beltline, LLC; North

Avenue Beltline, LLC; Corridor Beltline, LLC and Corridor Edgewood, LLC. On

information and belief, Wayne originally held one hundred percent (100%) of the

membership interests in each of Beltline Entities.

67. In or about 2004, Wayne, through the Beltline Entities, purchased

numerous tracts of land (collectively, the Beltline Properties) for approximately

$25,000,000 as part of the Beltline Project.

68. To induce lenders to issue loans to him and/or Beltline Entities,

Wayne disclosed to his lenders (and his business partners) that the ownership


2320437084v.4

interests in the Beltline Properties and/or the Beltline Entities were his personal

assets, and represented that such assets would be available to support his loan

obligations.

69. In or about 2005, Wayne transferred to Keith, for less than reasonably

equivalent value, a twenty five percent (25%) ownership interest in Beltline

Entities and/or Beltline Properties.

70. In 2006, Hakim Hilliard, Waynes zoning attorney, estimated that

Beltline Properties were worth as much as $140,000,000.

71. Following the formation of Mason Capital in or about August 2007,

and prior to February 1, 2008, Wayne transferred to Mason Capital his 75%

ownership interest in Beltline Entities and/or the Beltline Properties.

72. In or about October 2007, Wayne and Keith sold Beltline Entities

and/or Beltline Properties to an entity jointly owned by, among others, the City of

Atlanta.

73. In consideration of its purchase of Beltline Entities and/or Beltline

Properties, the purchaser provided to the Beltline Entities, and thus, to Wayne (or

Mason Capital, as fraudulent transferee) as a seventy-five percent (75%) owner

and to Keith as a twenty-five percent (25%) owner (and likely fraudulent

transferee), an initial payment of $21,000,000 and a promissory note in the amount


2420437084v.4

of forty-five million dollars ($45,000,000) (the Beltline Note). On information

and belief, the terms of the Beltline Note provided for a one-year maturity date and

an annual interest rate of twelve percent (12%).

74. Between October 2007 and the maturity date of the Beltline Note in

approximately October 2008, Wayne, Keith, and/or Beltline Entities received

interest payments on the note. The interest payments over that one-year period

totaled approximately five million four hundred thousand dollars ($5,400,000).

75. Mason Capital, as a fraudulent transferee of Waynes 75% ownership

interest in Beltline Entities and/or the Beltline Properties, received as much as

$4,050,000.

76. On October 31, 2008, upon the maturity of the Beltline Note, such

purchaser paid to Wayne, Keith, and/or Beltline Entities a final payment of

$45,000,000. Mason Capital, as a fraudulent transferee of Waynes 75%

ownership interest in Beltline Properties, received approximately $33,750,000.

77. All told, on account of Waynes transfers to Mason Capital, for which

transfers Wayne received no value (let alone reasonably equivalent value), Mason

Capital received at least $70,000,000, and as much as $98,000,000, of assets and

fundsassets and funds that could and should have been used to repay Waynes

substantial creditors.


2520437084v.4


discovered these specific Real Estate Transfers involving Mason Capital in the

course of its investigation of Waynes assets. On information and belief, neither

Wayne nor any of Defendants disclosed these Real Estate Transfers to any

predecessors of Plaintiff or any of their agents or representatives.

Waynes Real Estate Transfers to Lone Pine

79. Following his realization of an impending real estate crisis that would

become the Great Recession, and in anticipation and preparation for the various

loan defaults that would ensue, Wayne began transferring substantial real estate-

related assets to Lone Pine.

80. Upon information and belief, Wayne continues to own or control, or

through family members of related entities owns or controls, one hundred percent

(100%) of the ownership interests in Lone Pine.

81. More specifically, Wayne effectuated the following transfers from

himself or related entities to Lone Pine (collectively, the Lone Pine Transfers):


2620437084v.4

Para.No.

TransferDate

Property Transferred(as described by Waynein his and/or LonePines financialstatements) 3

LonePinesPurportedInterest

Name of EntityHolding Property(if applicable)

81(a) 2/28/07 Palisades West Paces, a46,000 sq. ft. medicalcondominium located inPalisades West Paces,Fulton County, Georgia

100% Unknown or held inname of Lone Pine

81(b) 2/28/07 78 acres at GA 400 &Hwy 306, ForsythCounty, Georgia

33.33% 400 Pilgrim, LLC400 Pilgrim II, LLC(112 N. Main St.,Cumming, GA30040)

81(c) 2/28/07 34 residential lots inGwinnett County,Georgia)

100% Austin Garner, LLC(1960 Satellite Blvd.,Suite 3000, Duluth,GA 30097)

81(d) 2/28/07 Apartment project locatedin Old 4th Ward, FultonCounty, Georgia

33.33% Brisbane II, LLC(1349 W. PeachtreeSt., Suite 1100,Atlanta, GA 30309)

81(e) 2/28/07 97 residential lots inFreemans Crossingsubdivision, GwinnettCounty, Georgia

33.33% Campbell Road, LLC(1960 Satellite Blvd.,Suite 3000, Duluth,GA 30097)

3 Plaintiff has described these entities and properties transferred by Wayne to Lone Pinebased on personal financial statements submitted by Wayne to his lenders. Upon obtainingadditional information as to the exact names and addresses (as well as the specific dates oftransfers) of the properties transferred by Wayne to Lone Pine, Plaintiff will supplement oramend its Complaint.


2720437084v.4

Para.No.

TransferDate

Property Transferred(as described by Waynein his and/or LonePines financialstatements) 3

LonePinesPurportedInterest

Name of EntityHolding Property(if applicable)

81(f) 2/28/07 11 single family lots inFulton County, Georgia

100% Lenox-Canterbury II,LLC (1960 SatelliteBlvd., Suite 3000,Duluth, GA 30097)

81(g) 2/28/07 468 residential lots inGwinnett County,Georgia

100% Rockhouse Ventures,LLC (1960 SatelliteBlvd., Suite 3000,Duluth, GA 30097)

81(h) 2/28/07 510 residential lots inDeKalb County, Georgia

100% Stonecrest Atlanta,LLC (1960 SatelliteBlvd., Suite 3000,Duluth, GA 30097)

82. On information and belief and based on the records available to

Plaintiff, each of the Lone Pine Transfers occurred on or around February 28,

2007.

83. On account of Waynes transfers to Lone Pine, for which transfers

Wayne received no value (let alone reasonably equivalent value), Lone Pine

received approximately $22,000,000 in assets and fundsassets and funds that

could and should have been used to repay Waynes substantial creditors.


discovered these specific Lone Pine Transfers in the course of its investigation of


2820437084v.4


disclosed these Lone Pine Transfers to any predecessors of Plaintiff or any of their

agents or representatives.

Wayne Admits His Fraudulent Scheme to His Partners

85. Wayne bragged about these Transfers when speaking with Ronald

S. Leventhal (Leventhal), a real estate developer and former business partner of

Wayne.

86. Wayne, Leventhal, John Williams and James Wallace (collectively,

the Liberty Members), were the co-members/owners of Liberty Capital, LLC

(Liberty), and co-guarantors with respect to the underlying Liberty loan

obligations that resulted in the October 2014 Judgment acquired by Edgefield.

87. Wayne initially represented to lenders (including Plaintiffs

predecessors-in-interest), as well as the other Liberty Members, that he held

substantial assets to support his various loan obligations, including the loan

obligations owed to Plaintiffs predecessors-in-interest, and that such personal

assets were and would continue to be available to support such loan obligations.

Specifically, Wayne represented that he held substantial personal assets that could

support his loan obligations to various creditors, including the Real Estate Assets

(which included Beltline Entities and/or the Beltline Properties).


2920437084v.4

88. In discussions with Leventhal in 2006, Wayne admitted to transferring

ownership or other interests in Beltline Entities and/or the Beltline Properties for

imagery purposes. In other words, Wayne admitted that he transferred interests

in Beltline Entities and/or the Beltline Properties to Keith to protect the proceeds of

such assets from the reach of Waynes creditors.

89. In discussions with Leventhal in 2007, Wayne admitted that: (a) he

was protecting his assets; (b) he used a law firm in Gwinnett County, Georgia

believed to be R. Bradley Carr of Anderson Carr & Tate to form many of

Waynes real estate holding limited liability companies; (c) he used the McKenna

Long & Aldridge law firm (now Dentons) at which Keith is a partner to set up

various trusts; and (d) he was transferring real estate and other assets to these

entities and trusts to keep them from out of the reach of his creditors.

90. Wayne did not inform any of his lenders, including Plaintiffs

predecessors-in-interest, of his asset protection plans and activities.

91. Therefore, and despite his loan obligations, beginning in 2007, Wayne

began transferring substantial personal assets, including the Cash, the Securities,

and the Real Estate Assets, to his family and affiliated entities and trusts in an

intentional effort to shield his personal assets from his various lenders (including

Plaintiffs predecessors-in-interest).


3020437084v.4

92. By 2010, Wayne admitted to Leventhal and the other Liberty

Members that, despite his prior disclosure of substantial personal assets, he had

insufficient funds to make contributions on behalf of or for the benefit of Libertys

operations and loan obligations. Wayne admitted that most of his assets, including

Beltline Entities and/or the Beltline Properties (and/or the proceeds therefrom), the

Cash, and the Securities, were transferred to various family members, and

therefore, he would need to ask those family members for access to such assets to

make contributions to Liberty for Libertys operations and loan obligations.

93. Further, Wayne admitted to Leventhal and the other Liberty Members

that he would cease (and in fact did cease) making any payments or contributions

on behalf of Libertys obligations (which he guaranteed) after August 2011. By

that time, Wayne stated that he believed that the statute of limitations would have

expired on any potential fraudulent transfer claims seeking to void his various

Transfers to his family members and affiliated trusts and entities.

COUNT I: Statutory Fraudulent Transfer - Actual Intent(June 2014 Judgment: Cash/Securities Transfers to Annette and Jamie)

94. Plaintiff repeats and realleges each and every allegation contained in

Paragraphs 10-15, 32-34, 44-52, and 85-93 of this Complaint as if fully set forth

herein.


3120437084v.4

95. Plaintiff, as the successor in interest to Great Oak and United

Community Bank, is entitled to seek collection of the June 2014 Judgment and

assert fraudulent transfer claims in the course of recovering such judgment

pursuant to, inter alia, the UFTA.

96. Wayne made each and every one of the Cash/Securities Transfers

between December 12, 2007 and August 5, 2009.

97. Plaintiff did not discover these Cash/Securities Transfers until after it

acquired the June 2014 Judgment in April 2015 and conducted post-judgment

discovery on third parties.

98. Neither Plaintiff nor its predecessors-in-interest with respect to the

June 2014 Judgment had a reasonable basis to discover the Cash/Securities

Transfers prior to Plaintiffs review of post-judgment discovery.

99. Therefore, pursuant to O.C.G.A. 18-2-79(1), Plaintiffs claim, as the

owner of the June 2014 Judgment, against Jamie and Annette under Count I is

timely asserted.

100. Wayne made the Cash/Securities Transfers after he had incurred his

guaranty obligations to various lenders on hundreds of millions of dollars in loans.

101. Each and every one of the Cash/Securities Transfers was made with

the actual intent to hinder, delay, or defraud Waynes present and future creditors.


3220437084v.4

102. Accordingly, the Cash/Securities Transfers are voidable under the

UFTA, and of no effect as to Plaintiff.

103. Jamie and Annette hold the assets that are the subject of the

Cash/Securities Transfers in a constructive trust for the benefit of Plaintiff.

104. Plaintiff is entitled to an Order nullifying and voiding the

Cash/Securities Transfers and declaring that title to and ownership of the assets

that are the subject of the Cash/Securities Transfers remains in Wayne and/or to a

judgment against Annette and Jamie for the value of the assets that are the subject

of the Cash/Securities Transfers or the amount necessary to satisfy Plaintiffs June

2014 Judgment against Wayne, whichever is less.

105. Plaintiff is further entitled to an Order from the Court that Plaintiff

may levy execution on the assets that are the subject of the Cash/Securities

Transfers or on their proceeds.

106. Furthermore, as a result of Annette and Jamies actions in

participating in the Cash/Securities Transfers, Plaintiff has suffered general

damages and is entitled to recover from Annette and Jamie in an amount to be

shown at trial.


3320437084v.4

Count II: Statutory Fraudulent Transfer - Actual Intent(October 2014 Judgment: Cash/Securities Transfers to Annette and Jamie)


Paragraphs 10-15, 35-52, and 85-93 of this Complaint as if fully set forth herein.

108. Plaintiff, as the successor in interest to FDIC and First Citizens, is

entitled to seek collection of the October 2014 Judgment and asset fraudulent

transfer claims in the course of recovering such judgment pursuant to, inter alia,

the UFTA.


between December 12, 2007 and August 5, 2009.

110. Plaintiff did not discover these Cash/Securities Transfers until after it




June 2014 Judgment had any reasonable basis to discover the Cash/Securities



owner of the October 2014 Judgment, against Jamie and Annette under Count I is

timely asserted.


3420437084v.4

113. As of September 25, 2009, a fraudulent transfer claim under O.C.G.A.

18-2-74(a)(1) also was timely if the transfers occurred within the prior four year

period starting from September 25, 2005.


between December 12, 2007 and August 5, 2009, which was after September 25,

2005.

115. As described above, Plaintiff, as the successor to FDIC, is entitled to

apply the extended limitations period provided for in 12 U.S.C. 1821(d)(14),

which requires Plaintiff to pursue its claim before September 25, 2015.

116. As described above and pursuant to 12 U.S.C. 1821(d)(14),

Plaintiffs claim, as the owner of the October 2014 Judgment, against Jamie and

Annette under Count II is timely.



118. Each and every one of the Cash/Securities Transfers was made with

the actual intent to hinder, delay, or defraud Waynes present and future creditors.




3520437084v.4

120. Jamie and Annette hold the assets that are the subject of the






of the Cash/Securities Transfers or the amount necessary to satisfy Plaintiffs

October 2014 Judgment against Wayne, whichever is less.







shown at trial.

COUNT III: Statutory Fraudulent Transfer - Insufficient Remaining Assets(October 2014 Judgment: Cash/Securities Transfers to Annette and Jamie)




3620437084v.4


entitled to seek collection of the October 2014 Judgment and assert fraudulent


the UFTA.


18-2-74(a)(2) was timely if the transfers occurred within the prior four year




2005.






Annette under Count III is timely.




3720437084v.4

131. The Cash/Securities Transfers were made without Wayne receiving a

reasonably equivalent value in exchange for the Cash/Securities Transfers.

132. At the time the Cash/Securities Transfers were made, Wayne was

engaged or was about to engage in a business or transaction for which his

remaining assets were unreasonably small in relation to the business or the

transaction.

133. At the time the Cash/Securities Transfers were made, Wayne intended

to incur, or believed or reasonably should have believed that he would incur, debts

beyond his ability to pay them as they became due.



135. Annette and Jamie hold the assets that are the subject of the







October 2014 Judgment against Wayne, whichever is less.


3820437084v.4







shown at trial.

COUNT IV: Statutory Fraudulent Transfer - Insolvency(October 2014 Judgment: Cash/Securities Transfers to Annette and Jamie)






the UFTA.


18-2-75(a) was timely if the transfers occurred within the prior four year period

starting from September 25, 2005.


3920437084v.4



2005.






Annette under Count IV is timely.



146. Wayne made the Cash/Securities Transfers without receiving a

reasonably equivalent value in exchange.

147. Wayne was insolvent at the time of the Cash/Securities Transfers or

became insolvent as a result of the Cash/Securities Transfers.






4020437084v.4



that are the subject of the Transfers remains in Wayne and/or to a judgment against

Annette and Jamie for the value of the assets that are the subject of the

Cash/Securities Transfers or the amount necessary to satisfy Plaintiffs October

2014 Judgment against Wayne, whichever is less.







shown at trial.

COUNT V: Statutory Fraudulent Transfer - Made to Insider(October 2014 Judgment: Cash/Securities Transfers to Annette and Jamie)






4120437084v.4


the UFTA.


18-2-75(b) was timely if the transfers occurred within the prior four year period




2005.






Annette under Count V is timely.



160. Wayne made the Cash/Securities Transfers without receiving a

reasonably equivalent value in exchange.


4220437084v.4

161. Wayne was insolvent at the time of the Cash/Securities Transfers or

became insolvent as a result of the Cash/Securities Transfers.

162. Each of Annette and Jamie was and are insiders with respect to

Wayne.

163. Annette and Jamie had reasonable cause to believe that Wayne was

insolvent at the time of the Cash/Securities Transfers.










judgment against Wayne, whichever is less.





4320437084v.4




shown at trial.

COUNT VI: Statutory Fraudulent Transfer - Actual Intent(June 2014 Judgment: Real Estate Transfers to Trust)


Paragraphs 16-18, 25-27, 32-34, 44-48, 53-58, and 85-93 of this Complaint as if

fully set forth herein.





171. Wayne made each and every one of the Trust Transfers between

August 10, 2007 and December 31, 2007.

172. Plaintiff did not discover these Trust Transfers until after it acquired

the June 2014 Judgment in April 2015 and conducted post-judgment discovery on

third parties.


4420437084v.4


June 2014 Judgment, had a reasonable basis to discover these Trust Transfers prior

to Plaintiffs review of post-judgment discovery.


owner of the June 2014 Judgment, against Trust under Count VI is timely asserted.

175. Wayne made the Trusts Transfers after he had incurred his guaranty

obligations to various lenders on hundreds of millions of dollars in loans.

176. Each and every one of the Trust Transfers was made with the actual

intent to hinder, delay, or defraud Waynes present and future creditors.

177. Accordingly, the Trust Transfers are voidable under the UFTA, and of

no effect as to Plaintiff.

178. Trust holds the assets that are the subject of the Trust Transfers in a

constructive trust for the benefit of Plaintiff.

179. Plaintiff is entitled to an Order nullifying and voiding the Trust

Transfers and declaring that title to and ownership of the assets that are the subject

of the Trust Transfers remains in Wayne and/or to a judgment against Trust for the

value of the assets that are the subject of the Trust Transfers or the amount

necessary to satisfy Plaintiffs June 2014 Judgment against Wayne, whichever is

less.


4520437084v.4


may levy execution on the assets that are the subject of the Trust Transfers or on

their proceeds.

181. Furthermore, as a result of Trusts actions in participating in the Trust

Transfers, Plaintiff has suffered general damages and is entitled to recover from

Trust in an amount to be shown at trial.

COUNT VII: Statutory Fraudulent Transfer - Actual Intent(October 2014 Judgment: Real Estate Transfers to Trust)


Paragraphs 16-18, 25-27, 35-48, 53-58, and 85-93 of this Complaint as if fully set

forth herein.




the UFTA.

184. The Trust Transfers were made between August 10, 2007 and

December 31, 2007.


4620437084v.4

185. Plaintiff did not discover these Trust Transfers until after it acquired

the June 2014 Judgment in April 2015 and conducted post-judgment discovery on

third parties.


June 2014 Judgment, had a reasonable basis to discover the Trust Transfers prior to

Plaintiffs review of post-judgment discovery.


owner of the October 2014 Judgment, against Trust under Count VII is timely

asserted.





August 10, 2007 and December 31, 2007, which was after September 25, 2005.





4720437084v.4


Plaintiffs claim, as the owner of the October 2014 Judgment, against Trust under

Count VII is timely.

192. Wayne made the Trust Transfers after he had incurred his guaranty


193. Each and every one of the Trust Transfers was made with the actual

intent to hinder, delay, or defraud Waynes present and future creditors.









necessary to satisfy Plaintiffs October 2014 Judgment against Wayne, whichever

is less.


4820437084v.4



their proceeds.




COUNT VIII: Statutory Fraudulent Transfer - Insufficient Remaining Assets(October 2014 Judgment: Real Estate Transfers to Trust)



forth herein.




the UFTA.


December 31, 2007.


4920437084v.4











Count VIII is timely.



207. The Trust Transfers were made without Wayne receiving a reasonably

equivalent value in exchange for the Trust Transfers.

208. At the time the Trust Transfers were made, Wayne was engaged or

was about to engage in a business or transaction for which his remaining assets

were unreasonably small in relation to the business or the transaction.


5020437084v.4

209. At the time the Trust Transfers were made, Wayne intended to incur,

or believed or reasonably should have believed that he would incur, debts beyond

his ability to pay them as they became due.










is less.



their proceeds.





5120437084v.4

COUNT IX: Statutory Fraudulent Transfer - Insolvency(October 2014 Judgment: Real Estate Transfers to Trust)



forth herein.




the UFTA.


December 31, 2007.










5220437084v.4



Count IX is timely.





224. Wayne made the Trust Transfers without receiving a reasonably

equivalent value in exchange.

225. Wayne was insolvent at the time of the Trust Transfers or became

insolvent as a result of the Trust Transfers.



227. Trust hold the assets that are the subject of the Trust Transfers in a




of the Trust Transfers remains in Wayne and/or to a judgment against Trust or the



5320437084v.4


is less.



their proceeds.




COUNT X: Statutory Fraudulent Transfer - Made to Insider(October 2014 Judgment: Real Estate Transfers to Trust)



forth herein.




the UFTA.


December 31, 2007.


5420437084v.4


18-2-75(b) was timely if the transfers occurred within the prior four year period









Count X is timely.



239. Wayne made the Trust Transfers without receiving a reasonably

equivalent value in exchange.

240. Wayne was insolvent at the time of the Trust Transfers or became

insolvent as a result of the Trust Transfers.

241. Trust was and is an insider with respect to Wayne.


5520437084v.4

242. Trust (and its trustee(s)) had reasonable cause to believe that Wayne

was insolvent at the time of the Trust Transfers.









necessary to satisfy Plaintiffs judgment against Wayne, whichever is less.



their proceeds.





5620437084v.4

COUNT XI: Statutory Fraudulent Transfer - Actual Intent(June 2014 Judgment: Real Estate Transfers to Mason Capital)


Paragraphs 22-24. 32-34, 44-48, 59-78, and 85-93 of this Complaint as if fully set

forth herein.





250. Each and every one of the Mason Capital Transfers was made no

earlier than August 2007.

251. Plaintiff did not discover these Mason Capital Transfers until after it



252. Plaintiff nor its predecessors-in-interest with respect to the June 2014

Judgment, had a reasonable basis to discover these Mason Capital Transfers prior

to Plaintiffs review of post-judgment discovery.


5720437084v.4


owner of the June 2014 Judgment, against Mason Capital under Count XI are

timely asserted.

254. Wayne made the Mason Capital Transfers after he had incurred his


255. Each and every one of the Mason Capital Transfers was made with the

actual intent to hinder, delay, or defraud Waynes present and future creditors.

256. Accordingly, the Mason Capital Transfers are voidable under the


257. Mason Capital holds the assets that are the subject of the Mason

Capital Transfers in a constructive trust for the benefit of Plaintiff.

258. Plaintiff is entitled to an Order nullifying and voiding the Mason

Capital Transfers and declaring that title to and ownership of the assets that are the

subject of the Mason Capital Transfers remains in Wayne and/or to a judgment

against Mason Capital for the value of the assets that are the subject of the Mason

Capital Transfers or the amount necessary to satisfy Plaintiffs June 2014

Judgment against Wayne, whichever is less.


5820437084v.4


may levy execution on the assets that are the subject of the Mason Capital


260. Furthermore, as a result of Mason Capitals actions in participating in

the Mason Capital Transfers, Plaintiff has suffered general damages and is entitled

to recover from Mason Capital in an amount to be shown at trial.

Count XII: Statutory Fraudulent Transfer - Actual Intent(October 2014 Judgment: Real Estate Transfers to Mason Capital)



herein.




the UFTA.




5920437084v.4

264. Plaintiff did not discover these Mason Capital Transfers until after it




June 2014 Judgment, had a reasonable basis to discover the Mason Capital



owner of the October 2014 Judgment, against Mason Capital under Count XVII is

timely asserted.




268. Wayne made each and every one of the Mason Capital Transfers on or

after August 2007, which was after September 25, 2005.





6020437084v.4


Plaintiffs claim, as the owner of the October 2014 Judgment, against Mason

Capital under Count XII is timely.



272. Each and every one of the Mason Capital Transfers was made with the

actual intent to hinder, delay, or defraud Waynes present and future creditors.









Capital Transfers or the amount necessary to satisfy Plaintiffs October 2014



6120437084v.4







COUNT XIII: Statutory Fraudulent Transfer - Insufficient Remaining Assets(October 2014 Judgment: Real Estate Transfers to Mason Capital)278. Plaintiff repeats and realleges each and every allegation contained in


herein.




the UFTA.




6220437084v.4










Plaintiffs claim, as the owner of the October 2014 Judgment, against Mason

Capital under Count XIII is timely.



286. The Mason Capital Transfers were made without Wayne receiving a

reasonably equivalent value in exchange for the Mason Capital Transfers.

287. At the time the Mason Capital Transfers were made, Wayne was

engaged or was about to engage in a business or transaction for which his

remaining assets were unreasonably small in relation to the business or the

transaction.


6320437084v.4

288. At the time the Mason Capital Transfers were made, Wayne intended

to incur, or believed or reasonably should have believed that he would incur, debts

beyond his ability to pay them as they became due.









Capital Transfers or the amount necessary to satisfy Plaintiffs October 2014









6420437084v.4

COUNT XIV: Statutory Fraudulent Transfer - Insolvency(October 2014 Judgment: Real Estate Transfers to Mason Capital)294. Plaintiff repeats and realleges each and every allegation contained in


herein.


entitled to seek collection of the October 2014 Judgment and asset fraudulent


the UFTA.












6520437084v.4

300. As described above and pursua

mason amended complaint

Documents