Contemporary Industries Corporation (Contemporary) (debtor) was acquired in a leveraged buyout. The Frosts (defendants) were Contemporary shareholders and received $26,000,000 for their stock. The payments for the stock were first made from Contemporary to its escrow agent, First National Bank of Omaha (First National). First National then distributed the money to the Frosts. Contemporary later filed for bankruptcy. Contemporary and its unsecured creditors sought to avoid the $26,000,000 paid to the Frosts. The Frosts alleged that the payments were exempt from avoidance under the settlement-payment exception found in § 546(e) of the bankruptcy code. The bankruptcy court granted summary judgment in favor of the Frosts, and the district court affirmed.