Declaración de Francisco D'Agostino

Case 1:15-cv-09003-LTS-SN Document 248 Filed 11/02/18 Page 1 of 5
UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK
---------------------------------x
CENTAURO LIQUID OPPORTUNITIES :
MASTER FUND, L.P. :
:
Plaintiff, :
: 15 Civ. 9003 (LTS)(SN)
- against - :
:
ALESSANDRO BAZZONI, CINQUE :
TERRE FINANCIAL GROUP, LTD., :
CT ENERGIA LTD., and CT ENERGIA :
LTD. d/b/a ELEMENTO LTD., :
:
Defendants. :
---------------------------------x
DECLARATION OF FRANCISCO D’AGOSTINO

IN OPPOSITION TO
PLAINTIFF’S MOTION FOR PARTIAL SUMMARY JUDGMENT
FRANCISCO D’AGOSTINO, pursuant to 28 U.S.C. § 1746, declares as follows:
1. I make this declaration in opposition to plaintiff ‘s the motion for partial summary
judgment. The matters set forth below are based on my personal knowledge, except where stated
to be based upon knowledge and information.
2. In or about September 2015, I facilitated a meeting in Miami among Alessandro
Bazzoni, Richard Rothenberg, Alex Goldstein, and my step brother, Eduardo Cisneros.
3. At that time, I understood that Messrs. Bazzoni, Rothenberg, and Goldstein were
seeking financing to pursue an oil trading business to be established in Malta.
4. At that time, I also understood that my step brother Eduardo had significant
responsibility respecting the investments of his father, Ricardo J. Cisneros.
5. The initial meeting was successful and Eduardo Cisneros agreed to pursue the
investment.
6. In connection with the anticipate investment, I soon became a shareholder and
director of a newly established Malta company, CT Energia Oil and Gas Ltd. (“CTEO&G”). Mr.
Bazzoni was the other shareholder. CTEO&G was to serve as the holding company for the
entity that would pursue the trading activity, originally called CT Energia Ltd., but later renamed
Elemento Ltd. (“Elemento”). I became a director of Elemento in November 2015. See Exhibit
A.
7. As result of further negotiations, Eduardo Cisneros agreed to arrange to provide
$30 million to CTEO&G/Elemento (the “Financing”). In broad terms the agreement provided
for Financing to be provided by Cedaridge SA, a company I understood to be ultimately owned
by Ricardo Cisneros. The Financing was to be structured as a loan and was to provide Cedaridge
with a 50 percent shareholding interest in CTEO&G/Elemento. In addition, the Financing was to
provide that no transactions would be pursued without the approval of all relevant parties,
including Eduardo Cisneros, acting on behalf of Cedaridge.
8. The Financing was provided in early 2016, after which Elemento began to pursue
transactions.
9. I was not actively involved in the day-to-day affairs of Elemento. But I was
involved in the ultimate review of proposed transactions and strategic management of the
company. Mr. Bazzoni and Eduardo Cisneros were also involved in such reviews. To the best
of my knowledge, Elemento did not conclude any transaction without the approval of me, Mr.
Bazzoni, and Eduardo Cisneros. Proposed transactions were reviewed principally but not
exclusive via an instant messaging system called Slack. To the best of my knowledge, Elemento
conducted no trading before receipt of the Financing.
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10. By mid 2016, I began to distance myself from Elemento. I resigned as a
director of Elemento on August 18, 2016. See Exhibit B.
11. By the end of August 2016, Mr. Bazzoni and I, then the only shareholders of
CTEO&G, agreed to transfer our entire interest in Elemento to a Cisneros company. This was
based on two events. First, it had been agreed from the outset that Ricardo Cisneros or one of his
companies would be an equal owner of CTEO&G and Elemento. I understand, however, that
the process of share transfer had been delayed, causing frustration on the part of the Cisneros
team. Second, I understood that Eduardo had been disappointed in Elemento’s performance and
with the resulting likelihood that it would not repay the Financing within the time originally
contemplated. I record that developing frustration in an email I wrote to Messrs. Bazzoni,
Rothenberg, and Goldstein on August 22, 2016, following my conversation with Cisneros
personnel. A copy of that email is included in Exhibit C. To address these concerns, I
understood that Eduardo Cisneros determined to take full and total control of Elemento.
12. As result, Mr. Bazzoni and I, through CTEO&G, transferred the entire share
ownership of Elemento to another Cisneros company, CISA Holdings Ltd, in exchange for
CISA’s assumption of the obligation to repay the Financing. Pursuant to terms essentially
agreed by the end of August 2016, that transaction closed in February 2017.
13. Since February 2017, I have had no ownership interest in Elemento. I continue to
have sporadic involvement in its affairs, as I have a continuing interest in its success and an
appropriate return on the Cisneros’s investment, which I introduced.
14. I note that the plaintiff has presented emails from December 2017 in which my
signature block indicates that I am an Elemento “managing director.” The title is self bestowed
and is a holdover for a time when I was more actively involved in Elemento’s affairs.
2
15. I have seen the email chain bearing production numbers Elemento 000195-199,
Exhibit 29 to plaintiff’s 56.1 statement. This email chain concerns negotiations respecting the
Financing and involves among other persons Joan Jensen, a Cisneros lawyer. My signature
block in that email chain identifies my role a “managing director” of the newly established Malta
company originally called CT Energia Ltd., but later renamed Elemento. I was never associated
or involved with the similarly named BVI entity or with Cinque Terre Financial Group Ltd.
16. I have never received any compensation from Elemento. I have never received
any compensation from CTEO&G.
17. I have reviewed my email to Alex Goldstein dated July 12, 2016
(GoldsteinOOOO78-79), plaintiff’s exhibit 80. In that email I wrote, “During our transition
period into the new company now Elemento for the months of: November, December, January,
February and March we supported everybody, including you, by paying their salaries.” The
“we” does not refer to Elemento and it does not refer to Cinque Terre Financial Group Ltd. or
CT Energia Ltd. (BVI) or any other company. Indeed, I had no involvement with either of those
companies or any other company in which Mr. Bazzoni was involved. Rather the “we” refers to
Mr. Bazzoni and me personally. During the stated time we provided some funds to two of the
referenced individuals.
18. Prior to the transfer of Elemento to Cedaridge (which closed in February 2017),
Elemento had little commercial success. It closed one or two transactions, generating a modest
profit, but overall the company operated at a loss, which as noted above, was a source of
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frustration for the Cisneros team.
I declare under the penalty of perjury under the laws of the United States of America that the
foregoing is true and correct.
Dated: November __,

2018
_________________________
Francisco D’Agostino
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Case 1:15-cv-09003-LTS-SN Document 248 Filed 11/02/18 Page 1 of 5

UNITED STATES DISTRICT COURT

DECLARATION OF FRANCISCO D’AGOSTINO

FRANCISCO D’AGOSTINO, pursuant to 28 U.S.C. § 1746, declares as follows:

to be based upon knowledge and information.

2. In or about September 2015, I facilitated a meeting in Miami among Alessandro

seeking financing to pursue an oil trading business to be established in Malta.

responsibility respecting the investments of his father, Ricardo J. Cisneros.

6. In connection with the anticipate investment, I soon became a shareholder and

7. As result of further negotiations, Eduardo Cisneros agreed to arrange to provide

for Financing to be provided by Cedaridge SA, a company I understood to be ultimately owned

with a 50 percent shareholding interest in CTEO&G/Elemento. In addition, the Financing was to

including Eduardo Cisneros, acting on behalf of Cedaridge.

conducted no trading before receipt of the Financing.

10. By mid 2016, I began to distance myself from Elemento. I resigned as a

director of Elemento on August 18, 2016. See Exhibit B.

contemplated. I record that developing frustration in an email I wrote to Messrs. Bazzoni,

personnel. A copy of that email is included in Exhibit C. To address these concerns, I

appropriate return on the Cisneros’s investment, which I introduced.

any compensation from CTEO&G.

frustration for the Cisneros team.

Dated: November __,

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