[PUBLISH] In the United States Court of Appeals For the Eleventh Circuit

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No. 23-13152 ____________________

OTTO CANDIES, LLC, ADAR MACRO FUND LTD., ASHMORE EMERGING MARKETS DEBT AND CURRENCY FUND LIMITED, ASHMORE EMERGING MARKETS HIGH YIELD PLUS FUND LIMITED, et al., Plaintiffs-Appellants, versus CITIGROUP INC.,

Defendant-Appellee. USCA11 Case: 23-13152 Document: 41-1 Date Filed: 05/08/2025 Page: 2 of 82

2 Opinion of the Court 23-13152

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Appeal from the United States District Court for the Southern District of Florida D.C. Docket No. 1:16-cv-20725-DPG ____________________

Before JILL PRYOR, BRANCH, and GRANT, Circuit Judges. GRANT, Circuit Judge: For the second time, we consider this long-running dispute alleging a transnational fraudulent scheme resulting in over $1 billion of losses to thirty plaintiffs. The case has cycled through four complaints, and it has languished at the pleading stage for nine years. The district court dismissed all seven counts in the 541-page third amended complaint for failure to state a claim. We see things differently. Because each of the plaintiffs has sufficiently pleaded the elements of each count alleged in the complaint, we reverse and remand. I. FACTS A. BACKGROUND Given the breadth of the allegations, we describe the factual background in detail. We set out the facts as pleaded in the third amended complaint and, as we must at the motion-to-dismiss stage, accept them as true. See Wood v. Moss, 572 U.S. 744, 755 n.5 (2014). USCA11 Case: 23-13152 Document: 41-1 Date Filed: 05/08/2025 Page: 3 of 82

23-13152 Opinion of the Court 3

We start with the major players. Citigroup, Inc. is a banking and financial institution incorporated in Delaware and headquartered in New York. Citibank is Citigroup’s “primary U.S. lending and banking entity.” Oceanografía S.A. de C.V. (OSA) is a now-defunct Mexican oil and gas services company. At one time, OSA provided offshore drilling services to Petróleos Mexicanos S.A. de C.V. (Pemex), Mexico’s state-owned oil and gas company. Banco Nacional de México (Banamex) is a wholly owned Mexican subsidiary of Citigroup that furnished on-the-ground banking services for Citigroup. Next, the scheme. In 2008, Citigroup, through Banamex, established credit facilities—a type of loan allowing borrowers to take out loans over extended periods of time—to provide cash advances to Pemex contractors, including OSA. 1 These facilities were “operated, managed, supervised, and controlled” by a New York-based division within Citigroup called the Institutional Client’s Group (ICG). The ICG collaborated with Banamex to run the cash-advance facilities, including the one used by OSA. Citigroup ICG employees were responsible for approving all increases in OSA’s cash-advance limit. And Citigroup managed and supervised those Banamex and Citigroup ICG employees operating the cash-advance facility at issue here.

1 This system is a