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Nationstar Mortgage Announces Third Quarter 2012 Financial Results
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BUSINESS WIREVIA THE MOTLEY FOOL
November 6, 2012, 4:51 AM
Nationstar Mortgage Announces Third Quarter 2012 Financial Results
LEWISVILLE, Texas--(BUSINESS WIRE)-- Nationstar Mortgage Holdings Inc. (NYS: NSM) :
Delivered record net income of $55.1 million, or $0.61 per share
Pro-forma EPS of $0.64, excluding transaction-related expenses
Servicing portfolio UPB of $198 billion; pipeline at $600 billion
$30 billion bulk servicing expected to close in Q4; $10 billion in flow agreements executed
Second consecutive quarter of record originations volume and application pipeline
Strategic initiative to expand ancillary services business
Nationstar Mortgage Holdings Inc. (NYS: NSM) ("Nationstar"), a leading residential mortgage loan servicer, today reported that net income grew by 52% to $55.1 million, or $0.61 per share, for the third quarter 2012 compared to $36.3 million, or $0.41 per share, in the second quarter 2012 and a loss of $3.1 million in the third quarter of 2011.
Pro-forma Q3 '12 EPS of $0.64 was up in comparison to the prior quarter's pro-forma results of $0.44, after normalizing Q3 '12 for $3.9 million of ResCap and other transaction-related expenses. Q2 '12 pro-forma earnings excluded $4.1 million of Aurora ramp-up expenses. Further details on pro-forma EPS are included in a table later in this release.
On a Non-GAAP basis, adjusted EBITDA ("AEBITDA") for operating segments grew 22% to $123.0 million, or $1.37 per share, for the quarter versus $101.2 million, or $1.13 per share, in the second quarter 2012. Pro-forma Q3 '12 AEBITDA per share for operating segments of $1.41 was up 19% over the prior quarter pro-forma AEBITDA per share of $1.18, after normalizing for Q3 '12 for ResCap and other transaction-related expenses. Pro-forma Q2 '12 AEBITDA excluded $4.1 million of Aurora ramp-up expenses. Further details of AEBITDA are included in a table later in this release.
Nationstar's revenue grew 39% to $277.2 million for the quarter from $200.0 million in the prior quarter and was up 205% from $90.9 million in the third quarter of 2011. Pre-tax income from operating segments for the quarter increased by 47% to $82.7 million, or $0.92 per share, up from $56.4 million, or $0.63 per share, in the second quarter of 2012 and was up 1738% from $4.5 million in the third quarter of 2011.
Nationstar's servicing portfolio, as measured by unpaid principal balance ("UPB"), increased by 3% to $198 billion compared to the prior quarter. UPB was up more than 92% over the third quarter 2011 balance of $103 billion.
"We generated record net income in the quarter, and we remain focused on three major strategic goals," said Jay Bray, Chief Executive Officer of Nationstar. "First, we are committed to executing on our servicing acquisition pipeline of $600 plus billion, and we are pleased to announce that we expect $30 billion of acquisitions to close in the fourth quarter. We also executed flow agreements representing $10 billion in annual UPB, and we are targeting $25 to $50 billion of annual flow. Second, we see a significant opportunity to organically grow servicing by continued focus on recapture and expansion of our builder, wholesale, and other origination channels. Finally, we are implementing a strategic initiative to generate additional shareholder value by expanding our ancillary offering of end-to-end solutions for originations and default services."
Chief Financial Officer David Hisey said, "Our strong financial results reflect our focus on profitably growing the business as we capitalize on the many growth opportunities in front of us. We increased our operating and profit margins in both our servicing and origination segments in the third quarter. During the quarter, we were able to raise additional capital at a lower cost, which will enable us to pursue additional accretive opportunities."
Business Segments
Servicing
Mortgage servicing fee income, before fair value adjustments, increased 40% to $153.0 million in third quarter 2012 compared to $109.2 million in the prior quarter. Total mortgage servicing fee income of $135.4 million was up 58% quarter-over-quarter primarily due to generating a full quarter of revenues related to the Aurora platform. In the current quarter, the servicing segment pre-tax income was $5.5 million, versus a loss of $4.7 million in the prior quarter and a loss of $3.1 million in the year-ago quarter.
The servicing segment pre-tax income included a $22.4 million decrease in the fair value of mortgage servicing rights, $4.1 million of interest expense resulting from the July and September bond issuances that were not deployed during the quarter, and $3.9 million of deal expenses associated with ResCap and other transactions.
The fair value of mortgage servicing rights decreased in the current quarter by $22.4 million, or $0.25 per share pre-tax, versus a decrease in value of $20.9 million, or $0.23 per share pre-tax, in the prior quarter. The $22.4 million decrease in fair value in the current quarter is primarily due to portfolio run-off.
Segment AEBITDA increased by 13% in the current quarter to $42.1 million compared to $37.4 million in the second quarter 2012 and was up 69% from $24.9 million in the third quarter of 2011. AEBITDA was higher than both periods due to higher average servicing portfolio balances.
Nationstar's average portfolio UPB for the period was $159 billion which was an increase over the prior quarter average of $115 billion. In July, Nationstar completed the integration of the $63 billion Aurora servicing portfolio. The Aurora portfolio presents the opportunity for Nationstar to increase capacity, improve loan performance and drive originations volume through recapture, further enhancing its economic value.
In July, Nationstar completed the boarding of a $10 billion GSE forward portfolio. In September, Nationstar closed on a $6 billion GSE forward portfolio.
Nationstar's 60 plus day delinquency rate increased to 15.1% of UPB, up from 11.7% in the second quarter. This increase is related to the boarding of the Aurora and Bank of America portfolios which each had a higher delinquency percentage than the remainder of the servicing. Excluding the Aurora and Bank of America portfolios, the 60-day delinquency rate was unchanged from the second quarter at 11.7%.
Origination
Origination revenue was up 25% compared to the previous quarter, and 304% year-over-year, to $135.2 million for the quarter. This was predominately due to record origination volume - up 1% over the previous quarter to $1.82 billion - and wide spreads between the primary and secondary markets. The total application pipeline grew to a record level of $5.5 billion at the end of the quarter, and locked applications ended the quarter at $4.4 billion. The origination business allows Nationstar to profitably create servicing assets and extend the life of servicing cash flows. The origination business also helps customers by providing refinance opportunities, while providing loan investors with loss mitigation tools.
As a result of the favorable origination environment, pre-tax income for the segment was a record $77.1 million, versus $61.1 million in the prior quarter and $7.6 million in the year-ago quarter. Segment AEBITDA was up 27% over the previous quarter and nearly 899% year-over-year to a record level of $80.9 million. Expenses were higher in the quarter due to increased staffing and origination expenses related to the higher volume of loan originations.
Adjusted EBITDA ("AEBITDA")
This disclaimer applies to every usage of "Adjusted EBITDA" or "AEBITDA" in this presentation. Adjusted EBITDA is a key performance metric used by management in evaluating the performance of our segments. Adjusted EBITDA represents our Operating Segments' income (loss), and excludes income and expenses that relate to the financing of our senior notes, depreciable (or amortizable) asset base of the business, income taxes, and exit costs from our restructuring and certain non-cash items. Adjusted EBITDA also excludes results from our legacy asset portfolio and certain securitization trusts that were consolidated upon adoption of the accounting guidance eliminating the concept of a qualifying special purpose entity ("QSPE").
Pro-forma Earnings per Share ("Pro-forma EPS")
This disclaimer applies to every usage of pro-forma EPS in this presentation. Pro-forma EPS is a metric that is used by management to exclude certain non-recurring items in an attempt to provide a better earnings per share comparison to prior periods. Pro-forma Q3 '12 EPS excludes certain expenses related to ResCap and other transactions. These expenses include the advance hiring of servicing staff, recruiting expenses and travel and licensing expenses. Pro-forma Q2 '12 EPS excluded certain expenses incurred in advance of the closing of the Aurora transaction.
Pro-forma AEBITDA per Share
This disclaimer applies to every usage of pro-forma AEBITDA per share in this presentation. Pro-forma AEBITDA per share is a metric that is used by management to exclude certain non-recurring items in an attempt to provide a better AEBITDA per share comparison to prior periods. Pro-forma Q3 '12 AEBITDA per share excludes certain expenses related ResCap and other transactions. These expenses include the advance hiring of servicing staff, recruiting expenses and travel and licensing expenses. Pro-forma Q2 '12 AEBITDA per share excluded certain expenses incurred in advance of the Aurora transaction.
Conference Call Webcast and Investor Presentation
Chief Executive Officer, Jay Bray, and Chief Financial Officer, David Hisey, will host a conference call for investors and analysts to discuss Nationstar's third quarter results and other general business matters at 10:00 a.m. (ET) on Tuesday, November 6, 2012. To listen to the event live or in an archive which will be available for 14 days, visit Nationstar's website at http://investors.nationstarholdings.com. The conference call will also be accessible by dialing 866-788-0545, or 857-350-1683 internationally. Please use the participant passcode 83308800 to access the live conference call. An investor presentation will also be available at http://investors.nationstarholdings.com.
Financial Tables
NATIONSTAR MORTGAGE HOLDINGS INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(dollars and shares in thousands, except per share data)
Three months ended
September 30, 2012
June 30, 2012
September 30, 2011
Revenues
Servicing fee income
$
135,504
$
86,092
$
53,031
Other fee income
2,396
11,610
7,660
Total fee income
137,900
97,702
60,691
Gain on mortgage loans held for sale
139,259
102,345
30,232
Total revenues
277,159
200,047
90,923
Total expenses and impairments
154,828
130,372
83,194
Other income (expense)
Interest income
23,542
15,650
16,201
Interest expense
(65,015
)
(35,913
)
(26,376
)
Loss on interest rate swaps and caps
(1,077
)
(357
)
-
Fair value changes in ABS securitizations
-
-
(654
)
Total other income (expense)
(42,550
)
(20,620
)
(10,829
)
Income before taxes
79,781
49,055
(3,100
)
Income tax expense
24,714
12,780
-
Net income
55,067
36,275
(3,100
)
Other comprehensive income, net of tax
Change in value of designated cash flow hedges
-
(423
)
-
Reclassification adjustments for gain (loss)
423
-
-
Comprehensive income
$
55,490
$
35,852
$
(3,100
)
Earnings per share:
Basic earnings per share
$
0.62
$
0.41
$
(0.04
)
Diluted earnings per share
$
0.61
$
0.41
$
(0.04
)
Weighted average shares:
Basic
89,168
88,500
70,000
Dilutive effect of stock awards
597
1,028
-
Diluted
89,765
89,528
70,000
Dividends declared per share
$
-
$
-
$
-
NATIONSTAR MORTGAGE HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
September 30,
June 30,
September 30,
2012
2012
2011
Assets
(unaudited)
(unaudited)
(unaudited)
Cash and cash equivalents
$
430,815
$
15,892
$
24,005
Restricted cash
258,858
119,512
72,813
Accounts receivable
2,852,985
2,487,991
471,474
Mortgage loans held for sale
703,214
837,906
377,932
Mortgage loans held for investment, subject to nonrecourse debt - Legacy Assets
238,178
238,173
246,159
Mortgage loans held for investment, subject to ABS nonrecourse debt
-
-
477,748
Reverse mortgage interests
452,886
310,074
-
Receivables from affiliates
13,301
13,083
6,082
Mortgage servicing rights - fair value
592,692
596,462
246,916
Mortgage servicing rights - amortized cost
8,036
8,357
-
Property and equipment, net
48,714
39,090
20,990
Real estate owned (REO), net
3,193
3,429
15,411
Other assets
338,359
226,261
44,795
Total assets
$
5,941,231
$
4,896,230
$
2,004,325
Liabilities and equity
Notes payable
$
2,532,316
$
2,412,364
$
738,783
Unsecured senior notes
1,062,423
555,938
245,109
Payables and accrued liabilities
762,268
639,839
177,452
Derivative financial instruments
37,835
18,911
15,778
Derivative financial instruments, subject to ABS nonrecourse debt
-
-
11,889
Mortgage servicing liabilities
82,313
81,979
-
Nonrecourse debt - Legacy Assets
101,898
106,271
116,200
ABS nonrecourse debt (at fair value)
-
-
434,326
Excess spread financing (at fair value)
255,484
266,693
-
Participating interest financing
415,448
181,114
-
Total liabilities
5,249,985
4,263,109
1,739,537
Total equity
691,246
633,121
264,788
Total liabilities and equity
$
5,941,231
$
4,896,230
$
2,004,325
SERVICING FEE INCOME DETAIL
(dollars in thousands)
Three months ended
September 30, 2012
June 30, 2012
September 30, 2011
(unaudited)
(unaudited)
(unaudited)
Total servicing fee income before MSR fair value adjustments
$
152,963
$
109,222
$
73,255
Fair value adjustments on excess spread financing
2,213
(2,412
)
-
Reverse mortgage servicing amortization/accretion
2,652
(9
)
-
MSR changes in fair value
(22,430
)
(20,875
)
(19,035
)
Servicing fee income
135,398
85,926
54,220
Other fee income
6,457
5,969
3,772
Total servicing fee income
$
141,855
$
91,895
$
57,992
oldie but interesting servicing 600 billion portfolio in 2012?
Nationstar stretches servicing pipeline to $600 billion, finds new revenue
November 6, 2012, 11:45 am By Kerri Panchuk
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Mortgage servicer Nationstar Mortgage watched its servicing pipeline expand to $600 billion in the third-quarter and expects to grow its mortgage servicing business, at least another $30 billion, in the fourth quarter.
The Lewisville, Texas-based company’s 52% year-over-year jump in third-quarter income arrives at a time when Nationstar is expanding its servicing pipeline and developing a new revenue stream through its new in-house Solutions business.
The Solutions platform will provide aspects of default servicing that were once commonly outsourced to other vendors. The unit creates opportunities for new revenue with the firm planning to provide banks, investors and originators with services tied to the platform.
Nationstar sees the solutions business line as a strong complement to existing business, which includes 16,000 REO properties and a servicing portfolio with one million customers.
The company’s executives said in a third-quarter earnings conference call that with banks reducing their roles in the mortgage servicing market, Nationstar sees a significant supply and demand imbalance that it hopes to capitalize on.
With that in mind, the firm is focusing on its three-pronged approach to growth, which includes new acquisitions to expand its servicing platform, expanding its footprint with the Solutions business and focusing on its recapture rate.
kpanchuk@housingwire.com
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This content, developed by Capital Group, home of American Funds, should not be used as a primary basis for investment decisions and is not intended to serve as impartial investment or fiduciary advice. Washington Mutual Preferred Funding Trust Ii has 2 employees and estimated revenues of $120,000.00. Many of the loans went into default, which led to nonjudicial foreclosure proceedings. Investors cannot invest directly in an index. On September 26, 2008, as a result of the FDIC’s takeover of Washington Mutual Bank and the bankruptcy of Washington Mutual, Inc., Plaintiffs’ investments in the Preferred Trust Securities automatically converted into preferred stock of Washington Mutual, Inc., and thereby rendered … The Overall Morningstar Rating for a managed product is derived from a weighted average of the performance figures associated with its three-, five-, and 10-year (if applicable) Morningstar Rating metrics. A disciplined approach to growth-and-income investing. Fund as of 3/31/21. Years of Experience with Investment Industry. Calculated by Capital Group. Past results are not guarantee of results in future periods. Washington Mutual, Inc., a Washington corporation (the "Company"), issued, pursuant to the Unit Agreement (the "Unit Agreement"), dated as of April 30, 2001, among the Company, Washington Mutual Capital Trust 2001, a Delaware statutory business trust (the "Trust"), The Bank of New York, as Property Trustee, The Bank of New York, as Warrant Agent and The Bank of New York, as Unit Agent … We value your privacy: The e-mail address you provide will only be used for communications from American Funds. Please use the form below to refine and maximize search results. KCC is not in the business of providing professional or legal advice with respect to this website service and this website service should not be relied on as a substitute for financial, legal or other professional advice. Copyright 2021 Washington Trust Bank. In addition, on March 7, 2006, Washington Mutual Preferred Funding Trust I, a Delaware statutory trust (“WaMu Delaware”), closed the sale of $1,250,000,000 of its Fixed-to-Floating Rate Perpetual Non-cumulative Trust Securities, liquidation preference $100,000 per security (the “Trust Securities”). about washington trust bancorp, inc. Washington Trust Bancorp, Inc. is the parent of The Washington Trust Company, with $5.7 billion in assets as of March 31, 2021 . Copies of the Plan, the … Yield as of 3/31/21 (updated monthly). As discussed above, the development of mutual respect and trust after generations of distance and animosity will be a gradual process in any case, but is possible and quite worth working for. The portfolio managers shown are as of each fund's prospectus available at the time of publication. There may have been periods when the results lagged the index(es). American Funds Washington Mutual A AWSHX Price as of: Apr 26, 2021; $56.17 N/A N/A Primary Theme; U.S. Large-Cap Blend Equity; Fund Company; American Funds ; Share Class; A (AWSHX) A (AWSHX) Primary C (WSHCX) Other (WSHFX) C (CWMCX) A (CWMAX) Other (CWMEX) Retirement (RWMFX) Retirement (RWMEX) Retirement (RWMAX) Retirement (RWMBX) Retirement (RWMCX) Other … Apply here. The author of "The Lost Bank" has the story of the biggest bank failure in American history. Annualized return as of 04/30/2021. By accessing the noted link you will be leaving Washington Trust Wealth Management's website and entering a website hosted by another party. Why we need your e-mail address: This is a precautionary measure we are taking to ensure that we can notify you in the unlikely event that a correction is needed for the data you are downloading. We will not sell or rent your e-mail address to any third-party entity. Washington Trust Visit one of our branch locations for additional banking services. Small Business Loans. Investments are not FDIC-insured, nor are they deposits of or guaranteed by a bank or any other entity, so they may lose value. Copyright © 2021 Capital Group. Washington Mutual Inc was closed by the U.S. government in by far the largest failure of a U.S. bank, and its banking assets were sold to JPMorgan Chase & Co for $1.9 billion. The business had revenue of $69.63 million for the quarter, compared to analyst estimates of $69.48 million. Some statistics may not be available for all fund (e.g., Top Equity Holdings for Bond funds). A disciplined approach to growth-and-income investing. Note: Updating your e-mail address on this page will not affect your primary email address. In 2008, it became the largest failed bank in U.S. history. Yield Annualized 30-day SEC: The 30 Day SEC Yield reflects the maximum sales charge. Expense ratios are as of each fund's prospectus available at the time of publication. American Funds and Morningstar Benchmark for the 10 Years ending 4/30/21. The Deed of Trust was recorded in Okanogan County. For information about the data provided, please review the Disclaimer statement. More information is available at. 3. Largest shareholders include TIFF INVESTMENT PROGRAM - TIFF Multi-Asset Fund, Massmutual Trust Co Fsb/adv, Sonora Investment Management, LLC, IFP … Moody's Org ID: 400047177: Market Segment: Structured Finance > RMBS > Subprime; Please Log In to view this content. A boldface number indicates that years of experience with Capital Group is equal to years of experience with investment industry. As discussed above, the development of mutual respect and trust after generations of distance and animosity will be a gradual process in any case, but is possible and quite worth working for. Investment results assume all distributions are reinvested and reflect applicable fees and expenses. Use your plan ID (available on your account statement) to determine which employer-sponsored retirement plan website to use: IF YOUR PLAN ID BEGINS WITH IRK, BRK, 1 OR 2, Traditional vs. Roth 401(k)/403(b) Analyzer, % Current and future results may be lower or higher than those shown. ©2021 KCC | Terms of Use | Privacy Statement, Annual 10K Filings by WMI Liquidating Trust, Notice of Unclaimed or Non-Negotiated Distributions, Seventh Amended Joint Plan of Reorganization, WMI Liquidating Trust Agreement - Executed Version, Distributions and Value Consideration Summary. Please be advised that you will no longer be subject to, or under the protection of, the privacy and security policies of Washington Trust's website. MSCI breaks out each company’s reported revenues into country-by-country estimates. of net assets as of 3/31/2021 Portfolios are managed, so holdings will change. 800-475-2265 www.washtrust.com. Returns shown at maximum offering price (MOP) for Class A shares reflect deduction of the 5.75% maximum sales charge. Payout Estimation Logic Estimates are provided for securities with at least 5 consecutive payouts, special dividends not included. Capture Ratio Upside: Ratio of a fund/model’s return during periods when the index was up, divided by the return of the index during those periods. Historical Regular Dividend: Funds pay their shareholders dividends (usually from income or dividends earned by the fund) during the year. WASHINGTON. Each unit consists of: o a preferred security issued by Washington Mutual Capital Trust 2001 (the "Trust"), having a stated liquidation amount of $50, representing an undivided beneficial interest in the assets of the Trust, which assets consist solely of subordinated debentures issued by Washington Mutual, Inc. each of which has a principal amount at maturity of $50, a stated maturity of July 1, 2041 … By accessing the noted link you will be leaving Washington Trust Wealth Management's website and entering a website hosted by another party. Over a period of time, the shape and location of a fund's ownership zone may vary. Regular dividends are typically paid monthly, quarterly or annually. Fund With Sales Charge, INSIGHTS ON THE MORNINGSTAR OWNERSHIP ZONE. Certain market indexes are unmanaged and, therefore, have no expenses. Tax Efficiency offers no benefit to investors in tax-sheltered accounts such as 401(k) plans. Current and future results may be lower or higher than those shown. The real estate investment trust reported ($0.02) earnings per share for the quarter, missing the Zacks' consensus estimate of $0.30 by ($0.32). Appellant Alice Griffin was a holder of WMI preferred stock whose shares were canceled pursuant toWMI’s 2012 plan of reorganization. KCC does not endorse or warrant and is not responsible for any third-party content that may be accessed from this website. EN Please be advised that you will no longer be subject to, or under the protection of, the privacy and security policies of Washington Trust's website. Lipper ratings for Preservation reflect funds’ historical loss avoidance relative to other funds within the same asset class. By the end of 2007, WaMu had more than 43,000 employees, 2,200 branch offices in 15 states, and $188.3 billion in deposits. WASHINGTON MUTUAL MORTGAGE SECURITIES CORP., as Depositor and WASHINGTON MUTUAL BANK, as Servicer and LASALLE BANK NATIONAL ASSOCIATION, as Trustee and CHRISTIANA BANK & TRUST COMPANY, as Delaware Trustee POOLING AND SERVICING AGREEMENT $530,406,085.33 Washington Mutual Mortgage Securities Corp. Washington Mutual Mortgage Pass-Through Certificates Washington Mutual Inc was closed by the U.S. government in by far the largest failure of a U.S. bank, and its banking assets were sold to JPMorgan Chase & … A fund's active share can change significantly over time, thus measuring a single point in time may not be reflective of longer periods. 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WASHINGTON MUTUAL BANK HENDERSON, NV
Fund Number: 10015 Inception Date: 09/25/2008
Statement of Assets & Liabilities in Liquidation (unaudited) For Period Ending: December 31, 2013
(Rounded in Dollars) Run Date & Time: 09/22/2014 3:57:31PM
Current Balance Inception Balance
Assets
Cash and Investments $ 2,742,141,177 $ 0
Receivable Due from FDIC (Note 3) 0 0
Due from Acquiring Institution and Other Receivables (Note 3) 0 0
Assets in Liquidation
Securities 0 5,658,961,475
Consumer Loans 0 16,197,587,675
Commercial Loans 0 2,284,976,331
Real Estate Mortgages 0 191,532,334,532
Other Assets/Judgments 0 26,712,206,061
Owned Assets 0 3,964,153,726
Net Investments in Subsidiaries 0 52,441,302,567
Structured and Securitized Assets 0 0
Subtotal - Assets in Liquidation $ 0 $ 298,791,522,367
Less: Estimated Loss on Assets in Liquidation (Note 4) 0 0
Advances on Assets 0 0
Total Assets $ 2,742,141,177 $ 298,791,522,367
Liabilities (Note 5)
Administrative Liabilities
Accounts/Notes Payable 474,162 0
Suspense/Escrow Accounts 414,180 0
Due to FDIC for Service - Billed Expenses 420,362 0
Due to FDIC for Borrowed Funds 0 0
Estimated Litigation Losses - Probable (Note 7) 0 0
Estimated Loss Share and Other Reserves (Note 6) 0 0
Subtotal - Administrative Liabilities $ 1,308,705 $ 0
Proven Depositor/Creditor Claims
Due to FDIC for Subrogated Deposit Claims 0 0
Uninsured Deposit Claims Due Others 0 0
Other Creditor Claims 6,096,785,125 0
Estimated Interest on Claims (Note 8) 0 0
Subtotal - Proven Depositor/Creditor Claims $ 6,096,785,125 $ 0
Other Claims
Estimated Federal Income Tax Liability (Note 11) 0 0
Other Subordinated Obligations 7,723,052,333 0
Liabilities at Inception - Unproven 0 272,361,413,177
Subtotal - Other Claims $ 7,723,052,333 $ 272,361,413,177
Total Liabilities $ 13,821,146,164 $ 272,361,413,177
Net Assets/(Deficit)
Net Assets / (Deficit) At Inception 26,430,109,191 26,430,109,191
Premiums Received / (Paid) at Resolution 1,888,000,000 0
Asset - Related Equity Adjustments (Note 9) (40,214,712,639) 0
Liability/Claims-Related Equity Adjustments (Note 9) (35,234,010) 0
Income / (Loss) of the Liquidation Since Inception 852,832,471 0
Total Net Assets/(Deficit) ($11,079,004,987) $ 26,430,109,191
Total Liabilities and Net Assets/(Deficit) $ 2,742,141,176 $ 298,791,522,367
FOR INTERNAL USE ONLY
WASHINGTON MUTUAL BANK HENDER
royaldude do you have that informatio showing JPM is selling around 165 billion on sept 23 21, i saw your post but it got deleted.
Market crashing but coop is holding HMMMMMMMMM........
It’s coming together
He’s on fire. !!!!!!!
Mr cooper presenting at barclays convention today at 2pm est
It’s from the fdic website foia
Foia 2013
SETTLEMENT AND RELI•:ASE AGREEM..:NT
This Settlement and Release Agreement (''Agreement") is made as ofthis 19th day of November, 2013, hy, between, und among the following undersigned parties (collectively, "Parties''): the Federal Deposit Insurance Corporation ns Receiver for Strategic Capital Bank, th~ Federal Deptlsit Insurance Corporation as Receiver f<Jr Cilizcns National flank, the Federul Deposit Insurance Corporation as Receiver for Colonial Bank, the Fc.dcml Deposit Insurance Corporation a~Rcccivet· tor Guaranty Bank, the federal Deposit lnsuruncc Corporation us Receiver for Irwin Union Bank and Trust Company, and the Federal Deposit Insurance Corporation as Receiver for United Western Bank (collectively, "FDIC~R"), on the one hand, and JPMoi·gan Chase & Co., Chase Mortgage Finance Corp., J.P. Morgan Securities LLC (including as successor to Bears, Stearns & Co. Inc.), JPMorgan Securities Holdings LLC, The Bear Stearns Companies LLC, Bear Stearns Asset Backed Securities I LLC, Structured Asset Mot1gage lnv~stmcnts lllnc., J.P. Morgan Acceptance Corporation I, WaMu Asset Acceptance Corporation, Washington Mutual Mortg~ge Securitic~ Corp., Long Beach Securities Corp., and WaMu Capital Corporation (collectively~"JPMC"), on the <)thcr.1
WIIEREAS:
Pr·iOt" to May 22, 2009, Strategic Capital flank (''Strategic") was a depository institution organizedandexistingunderthelawsofIllinois. OnMay22,2009,Strategicwasclosedbythe Illinois Department o f Financial and Professional Regulation, Division o f Banking and, pursuant to 12 U.S.C. § 182 I(c), the Federal Deposit Insurance Corporation was appointed Receiver. In accordance with 12 U.S.C. § 1821 (d), the Federal Deposit Insurance Corporation as Receiver succeeded to all rights, titles, powet·s and privileges ofStrategic, including those with respect to its assets.
Prior to May 22, 2009, Citizens National Bank ("Citizens") was a depository institution organized and existing under the laws ofthc United States. On May 22, 2009, Citizens was cl<.lsed hy the Office ofthe Comptroller ofthe Currency and, pursuant to 12 U.S.C. § 1821(c), the
Federa I Oeposit Insurancc Corporation was appointed Receiver. In accordance with I2 U.S.C. § I821 (d), the Federal Deposit h1Su1·~mcc Corporation as Receiver succeeded to all rights, titles,
powers and privileges ofCitizens, including those with respect to its assets.
Pdor to August I4, 2009, Colonial Bank ("Colonial'') was a depository institution mganized and existing under the la\vs of Alabama. On Augustl4, 2009, Colonial was closed by the Alahama State Banking l>cpartment and, pursuant to 12 U.S.C. § 1821(c), the Federal Deposit Insurance Corporation was appointed Rcccivct·. In accordance with 12 U.S.C. §
182 I(d), the federal Deposit Insurance CorponHion us Receiver succeeded to all rights, titles, powers and pl"ivileges of' Colonial, including those with respect to its assets.
1 Citizens National Bank, Strategic Capital Bank. Colonial Bank, Guaranty Bank, Irwin Union Bank and Trust Compnny, and United Wcstcm Bank will collectively be referred to herein as the "Failed Banks."
~l~
. PriortoAugust-21,2009,GuarantyAank("Guaranty")wasadepositoryinstitution org<mizcd and existing under the lnws of' the United States. On August 21, 2009, Guaranty was closed by the Office ofThrit1 Supcrvisioh and, pursuant to 12 U.S.C. § I821(c), the FcderaI Deposit Insurance Corporation was appointed Receiver. In accordance with 12 U.S.C. §
IR21 (d), the Federal Deposit Insurance Corporation as Receiver succeeded to all rights, titles, powers und privileges of Guaranty, including those with respect to its assets.
Prior to September 18, 2009, Irwin Union Bank and Trust Company (''Irwin") was a depository institution organized and existing under the Jaws ofthe Indiana. On September 18, 2009, lnvin was closed bythe lndiuna Department ofPinanciallnstitutions and, pursuant to 12 U.S.C. § 1821(c), the federal Deposit Insurance Corporation was appointed Receiver. In accordance with 12 U.S.C. § 1821(d), the J:ederal Deposit Jnsurahce Corporation as Receiver succeeded to oil rights, titles, powers and privileges oflrwin, including those with respect to its assets.
Prior to Janl.1ary 2 1, 20 11, United Western Bank (''United Westcm'') was a depo~itory institution organized and existing under the laws ofthe United States. On January 21, 2011, United Western was clo$ed by the Otliee ofThrift Supervision ~nd, pursuant to 12 U.S.C. § 1821 (c), the Federal Deposit Insurance Corporation was appointed Receiver. In accordance with 12 U.S.C. § 1821 (d), the Federal Deposit Insurance Corporation a~ Receive•· succeeded to all rights, titles, powers and privileges of United Western, including those with respect to its assets.
Among the assets ofthe·Failed Banks h'l which the FDIC-R succeeded were any and all of the Failed Banks' claims, demands, and causes ofnctions arising from any person's aclion or ina~.:tion related to any loss incurred by the Pnilcd Danks.
The r:DIC-R hns commenced ten pending residential mortgage-backed securities 2
("RMBS") lawsuils (''Actions') and has also informed JPMC that it believes the FDIC as Receiver for United Western has claims against JPMC mising out of United Western's purchase
of 17 RMBS. A list of the RM13S certiticates in the Actions and the 17 RMBS purchased by United Western is set forth in Exhibit A.
2 The ten pend ing lawsuits the FDIC-R h<1s hrought again~t JPM<: are: FDIC as Receiver/or Citizens Naricmol Bonk and as Receiverfbr Strategic Cupilal Ba11k \'. Bear Sicams Asse/ Backed St!euritie.v I LLC, No. 12 Civ. 4000 (S.D.N.Y.); FDIC as Receiwrfor Gucmmly Bank 1'. J.P. Morgan Semrilies LLC, No. D- I-GN-12-002517 (Tex. Dist. Ct. Travis County); FDIC as R<!cCil'erji:1r Guaranty f](mk 1'. Ally Secul'ities LLC, No. D-1-GN-12-002522 (Tex. Dist Ct. Travis County); FDTC as Ret·<dver
fiw Colonial Bank v. Cha.1·e MortgaKe Finance Corp., No. 12 Civ. 6166 (S.D.N.Y.).; FDIC as Receiver.few Colonial /Junk v. Citigroup MorfJ:age Loan Trust, lnt·., No. O)~CV-2012-90I036.000 {Cir. Ct. of Montgomery County; Ala.); FDIC as Reccivt>rfor Colonial Bank v. Co1(11I(Vwide Securities Corp., No.
12-cv-08317 (C. D. Cal.); Ff)JC as Receiwrfor lrwi1t Bank v. J.P. MoJ"g,ait Accepl,mce Corp., No.
OJCO 1-1 209- PL-4 73 I (Ind. Cir. Ct. Bartholomew County); FDIC a.~ Receiverfor Irwin Bank v. J.P. Morgan At·cepla,ce Corp., No. OJCO1- I209-PL-4729 (Ind. Cir. Ct. Bartholomew County); FDIC as Receiver.fvr Slrategic Capital Bank v. J.P. A·lorgan Seclll'itie.~ LLC, No. 13-56781 (9th Cir.); and FDIC as R e c e i l ' l ! l ' . f o r C o l o n i a l B a n k \ ?. C m m l r y w i d e , " l e c u r i f i e s C o r p . , N o . 1 3 - 5 6 7 8 3 ( 9 t h C i r . ) .
-2-
JPMC denies all liability with respect to all claims that the FDIC·R has brought or threatened to bring on behalf o f Failed Banks.
The Parties deem it in their best interests to enter into this Agreemcni to avoid the uncertainty, trouble, and expense o f fusther litigation.
NOW. THEREFORE. in consideration ofthe promises, undertakings, payments, and releases stated herein. the sufficiency o f which consideration is hereby acknowledged, the Parties agree, each with the other, as follows:
I. Payment. As an essential covenant and condition to this Agreement, and as consideration for the releases and dismissals contained herein. JPMC shalt pay or cause
to he paid FIVE HUNDRED AND fifTEEN MILLION, FOUR HUNDRED AND SIXTY·THREE THOUSAND, NINE HUNDRED AND SEVENTEEN DOLLARS and FIFTY"TIIREE CENTS ($515,463,917~53)to the FDIC·R ("Settlement Funds") in accordance with the terms of the agreement dated.as of today's date among the United Stutes Department ofJustice ("DOJ"), JPMC und certain States (the "DOJ Agreement';). In the event thut the Settlement Funds arc not delivered to the DOJ in accordance with the terms o f the DOJ Agreement, iliterest shall <lCCI'UC on all unpaid amounts at the rate o f 5 percent per annum from the date the payment was due under the terms ofthe DOJ AgreementuntilthedatetheDOJreceivespayment. Withoutwaivinganyotherrights that the rDIC-R may have, in the event that all Settlement Funds (including all accrued interest) al'c not received by the DOJ within a reasonable time afier the receipt o f wrillen payment processing instructions by the DOJ, then the FDIC-R, in its sole discretion, shall have the l'ight to declare this Agreement null and void, shall have the right to extend this /\greerncnt fOI' any period oftime until it receives all Settlement funds (including all accrued int~rest), and/or shall have the right to enforce this Agreement, in which event JPMC Qg•·ccs to jurisdiction in the United States District Court for the Southern District of New York. The prevailing party in any such litigatiou agrc<.:s to pay the other's reasonable att'orney's fees. Any decision by the FDJC-R to extend the terms ofthis Agreement or tv accept a po11ion ofthe Settlement Punds shall not prejudice its rights to
declare this Agreement null and void at any time prior to receipt by the DO) ofoll Settlement Funds (including all accrued interest) or to enforce the terms o f this Settlement Agreement; provided however, that in the event the FDIC"R declares this Agreement null and void. the FDIC-R will return to .IPMC all amounts paid to it under this Agreement.
2. FDlC-R l{lllcascs. Upon receipt oflhc Settlement Funds by the DOJ, the FDIC-R hereby releases JPMC and all o f its parents, subsidiaries, and affiliates, together with each o f their shareholders, officers, directors, employees, attorneys and other agents~ but solely in their capacities as such. (collectively, the "JPMC Releasees;') ti·om any and all claims, demands, actions, causes ul'action, and liabilities tlf any type, whether known or unknown. whether disclosed or undisclosed, whether accrued or unaccrued, whether fixed or contingent, whether direct or indin~ct, and whether at law or in equity, based upon or relating to any Failed Bank's purchase, ownership, or sale ofthe RMBS
certificates identified on Exhibit A, including but not limited to the facts, transactions,
-3-
rcp1·cscntations, or omissions alleged in the complaints und amended complaints tiled in the Actions, and ull claims arising out of United Western's purchase. ownership, or sale or 17 residential inortgage-backed ~ccuritics. The FDIC-R docs nt)trclease its claims against the non-JPMC defendants in the Actions (coiJcctivcly, the ''Remaining
De fend ants").
3. Dismissal ofJI,MC. Upon receipt ofthe SeUlement Funds by the DOJ, the fDIC-R shallniovc to dismiss JPMC from the Actions with prejudice. The FOIC-R and JPMC agree to enter stipulations providing that the dismissals in the Actions shall be with prejudice, with each party to bear its own costs.
4. .JPMC Releases. Upon dismissal ofthe Actions with prejudice, JPMC and its respe~;tive heirs, executors, administrators, agents, representatives, successors, and assigns, shall release and discharge the rDIC~R, and its employees, ofticcl·s, directors, representatives. successors, and assigns, from any and all claims, demands, actions, causes o f action, and liabilities ofany type, whether known OJ' unknown, whethc;r disclosed Ol' undisclosed, whether accrued or unaccrued, whether lixed or contingent, whether direct or indi1·ect,
5..
and whether.at law or in e'Juity, based upon or relating to the facts, transactions, representations, or omissions alleged in the complaints and amended complaints tiled in the Ac.tions tmd all claims arising out o f United Western's purchase o f 17 RMBS.
Release orAll Indemnification Claims Against FDIC Corporate and Against FDIC as l~ecei\'cr for Washington Mutual Bunk. N.A. JPMC hereby irrevocably waives any right that it otherwise might have to seek (and in any event agrees that it shall not seek) any form of indemnification, reimbursement or contribution from the FDIC in any capaCity, including the FDIC in its Corporate Capacity or the FDIC as Receiver of Washington Mutual Bank, for any payment that is a portion ofthe Settlement Amount set forth in Paragraph I ofthe DOJ Agreement or ofthe Consumc1· Reliefset forth in Paragmph 2 ofthe DOJ Ag1·eement (total $13 billion), including payments to the United States, the States (Calif()rnia, Delaware, Illinois, and Massachusetts), FHFA. NCUA, FDIC, and New York made pmsuant to Paragraphs I and 2 o f the DOJ Agreement.
6. UeleaseofUnknownClainls. Eachofthef'DIC~RandJPMCacknowledgesthatithas been advised hy its nttomeys concerning, and is familiar with, California Civil Code Section 1542 and expressly waives any and all provisions, rights, and benefits conferred by Calitorniu Civil Code Section 1542 or any law ofany state or territory ofthe United States, or principii: (.lfcommon Jaw, which is similar, comparable, or equivalent to the provisions o f the California Civil Code Section t 542. including that provision itsdf, which reads as follows: ·
''A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR IIER FAVOR AT THE TIME Or EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER MUST IlAVE MATERIALLY AFFECTED HIS OR HER SETI'LEMENT WJTII THE DEBTOR:'
-4-
The Parties acknowledge that inclusion ofthe provisions orthis Section to this Agreement was a material and separately bargained-for clement of this Agreement. The Pa11i\:s further acknowledge that the r~leascs gnmted herein arc specific releases, not gcnerall'clcascs.
7. Authority. The fDlC-R represents that under the Federal Deposit Insurance Act, the Federal Deposit Insurance Corporation is authorized to be appointed as receiver for tailed depository institutions and that it succeeded to all right-;, titles, powers, and privileges o f the failed Banks, and any shareholder, member, accountholdcr, depositor, officer, and
director o f the Failed Banks with respect to each Failed Bank and the assets o f that Pai led Bank, including~ but not limited to, the F~ilcd Banks' cla.ims against JPMC. The FDIC~R further 1·cpresents that it is cmpowet·ed to sue and complain in any court o f law to pursue, imer alia. the claims against JPMC asserted in the Actions. Each Party represents that it has full authority to enter this Agreement and that it has the full power and authority to bind such Party to each and every provision o f the Agreement.
8. Certain FDIC Claims Not Rel~ascd. The Federal Deposit Insurance Corporation, in any cl•pacity, shall not release, and expressly preserves t\tlly and to the same extent as if the Agreement had not been executed (provided, that this provision shall not .be construed as an acknowledgment that any such claims or causes ofaction exist or are valid):
a.
any claims or causes of action against JPMC or any other person or entity for liability, ifany, incurred as the makc1', endorser or guarantor ofany promissory note ur indebtedness payable or owed by them to the Federal Deposit Insurance Corporation, any financial institutions in receivership, othel' financial institutions. or any other person or entity, including witlwut limitation any claims acquired by the Fcdernl Deposit Insurance Corporation as successor in interest to any financial institution~ in l'eceivcrship or any person or entity other than financial institutions in receivership, excluding for avoidance ofdoubt any claims cxp1·essly released in the Agreement;
any claims or causes ofaction against JPMC or any other person or entity relating in any way to the London Interbank Offered Ratci
any claims or causes of action arising under a contract governing the sale, transfer, o r servicing o f mortgage loans o r pools .of mortgage loans (including, without limitation, and for the avoidance ofdoubt. t·cpurchasc claims, put-back claims. and any other claim under any Pooling and Servicing Agreement, Assignment and Recognition Agt·eement, Mortgage Loan Purchase Agre~mcnt. or other substantially similor agreement), where neither the Failed Banks nor the federal Deposit Insurance Corporation, in any capacity, arc signatories, relating to any breach or violation orany representation or warnmty as to loans originated, purch<tscd, acquired, transferred, secmitized, or collateralizing the RMBS ccrliticates identilicd on Exhibit A or uny other securitic!l, and that could. result in an economic benefit to FDIC-R at the expense ofJPMC;
b.
c.
9.
d. any claims or causes ofaction by the rcderal Deposit Insurance Corporation in any capacity other than as Receiver for the Failed Banks; and
c. any claims or causes of action against any person or entity not expressly released in this Agreement.
Enforcement. Except as otherwise expressly stated herein, nothing in the Agreement shall he construed o1· interpreted as limiting, wttiving, releasing or compromising the
jurisdiction and authority ofthe Federal Deposit Insurance Corporation in the exercise of its supervisory or regulatory authority o1· to diminish its ability to institute administrativt: enforcement proceedings seeking rcmovul, prohibition, or any other administrative enforcement action which may a1;ise by operation oflaw, rule. or regulation.
10. Aetions of the United States. Notwithstanding any other provision ofthis Ag1·eement, this Agreement shall not be construed as or interpreted as waiving, or h'ltcilding to waive, any claims that could be brought by the United States or any department, agency, or instntmcntality thereof (other thnnthe FDIC·R), including, but not limited to, through the United States Department ofJustice 01· any United States Attorney's Otlice.
II. No Confidentiality. JPMC and the fDIC·R ack1iowledgc and agree that this Agreement shall not be confidential and will be disclosed pursuant to the Federal Deposit lnsurance Corporation's applicable policies, procedures, and other legal requirements.
12. No Admission of Liability. The Parties each acknowledge and ngree .that the matters set forth in this Agreement constitute the settlement and compromise o f disputed claims and that the Agreement is not an admission or evidence o f liability by any o f them regarding anyclaim,allofwhichareexpresslydisputed. ThePa11icsfurtheracknowledgethatthey may not base any claim o f waive!' or estoppel in uny other matter upon the execution o f the Agreement or payment ofconsidc1·ation described herein.
13. No Acknowledgment o r Admission. Nothing in either this Agreement or the DOJ Agreement shall constitute an admission or imply that JPMorgan Chase Bank, N.A. or any o f its subsidiaries or afli liatcs became successor·in-interesl to Washington Mutual Bank, WaMu Capital Corp., Long Beach Securities Corp., and WaMu Asset Acceptance Corp. or assumed any particular liability ofWashington Mutualllank, WaMu Capital Corp., Long Beach Sec4ritics Corp., and WaMu Asset Acceptance Corp. when JPMo•·gan Clmsc Bank, N.A. purchased the assets and assumed certain liabilities of Washington Mutual l3allk pursuant to the Purchnsc and Assumption Agreement dated September 25, 2008 between JPMorgan Chase Bank, N.A. and the Federal Deposit Insurance Corporate
in its corporate capacity and its capacity ns Receiver for Washington Mutual Bank 14. Representations and Acknowledgcrncnts.
a. Execution in Countel·parts. This Agreement may be executed in counterparts by one or more of the Pa11ics and all such counterparts when so executed shall together constitute the final Agreement, as ifone document had been signed by all
b.
c.
d.
e.
f.
g.
parties hereto; and each such counterpart. upon execution and delivery. shall be deemed a complete original, binding the par~y or parties subscribed thereto upon the execution by all parties to the Agreement.
Binding Effect. Each ofthe Parties represents and warrants that they arc a pm1y hereto or arc authorized to sign this Agreement on behalfofthe respective party, and that they have the full power and authority to hind such party to each and every provision ofthe Agreement. The Agreement shall be binding upon and inure to the benefit orthc Parties and their respective heirs, executors, administrators, representatives, successoi"s and assigns.
Choice of Law. This Agreement shall be interpreted, construed and enforced according to applicable federal law, or in its absence, the laws ofthc State of New York, without regard to conflicts ('if law principles.
Jurisdiction. All Parties hereto submit to the personal jurisdiction o f t h c United States District Court for the South~rn District of New York, or to the Suprcn1e Court of New York for New Yo1·k County in the event that federal subject rnatier jurisdiction is Jacking, for purposes of implementing und enforcing the settlement embodied in this Agreement.
Entire Agreement and Amendments. This Agreement constitutes the entire agreement and understanding between and among the Parties concerning the matte1·s set forth herein and replaces all prim negotiations and terms proposed or discussed, whether in writing or orally, about such matters. The Agreement may not bt: umcndcd or modified except by another written instrument signed by the Parties.
Rcf!sonable Cooperation. The Purties agree to cooperate in good faith to effectuate all the terms and conditions ofthis Agreement, including doing or causing their agents and attorneys to do whatever is reasonably necessary to effectuate the signing, delivc•·y, and execution ofany documents necessary to perform the terms ofthis Agreement.
Advice u f Co~mscl. Each party hereby acknowledges that it has consulted with and obtained the advice ofcounsel prior to executing this Agreement, and that the Agreement ha:s been explained to that pa11y by his or he•· counsel.
h. Notices. Notices n!<JUircd by this Agreement shall be communicated by email and any form ofovernight mail or in Jlerson to:
Federal Deposit Insurance Cot·poration
Attn: Assistant General Counsel - Professional Liability & financial Crimes Section
3501fairfax Drive
Arlington, VA 22226
-7-
(b)(6)
(b)(6) ....
(b)(6) .....
(b)(6)
(b)(6)
With a copy to:
..................D.avid.J •...Grais.L-1-:"···~~---------' Orais & Ellsworth LLP
121 I Avenue ofthe Amcricns New York, New York 10036
Allorneys.for Plaillf(O.~ JPMorgan
Stacey. Fricdnlatll·
JPMot·gan Chase L:o:&-C::o::o-.--------....1
383 Madison Avenue 1
6h rroor ~~~ MaH·Godel~·":"="·
New York, NY 10179
With a copy to:
...................Ro.bertA....Sacks.L-1_··"":":.:-:-:~----....1 Sullivan & Cromwell LLP
1888 Century Park East Los Angeles, CA 90067
................Andre.w...W.....Stcrn.l:-1-··_ _ _ _ _ ____. Sidley Austin LLP
787 Seventh A venue
New York, New Yot·k 10019
Allorne,w:for the JPMorgan Deji.mdanls
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by each of them or their duly authorized representatives on the dates hereinafter subscribed.
-8.
(b)(6)
.FEDERAl, DEPOSIT INSURANCE COlU,ORATlON AS RECEIVER f-OR STRATEGIC CAPITAL BANI<
TITLE: Coun:;el
FEDERAL DEPOSIT iNSURANCE CORPOHA'I'ION AS RECEIVER FOR CfriZP-NS NATIONAL BANK
T>aic:?t?~·~;~;:vi3······················Bv:IL.._·__________,...,....._ ___,_ _ _ ____. PRINTNAME: PatriciaG.Butler
(b)(6)
·
i1aie:lll&iJlMhir:11;&o·tJ ·
I
n·v;L.····_·_ _ _ _ _ _ _ _
___,J
(b)(6)
I iivL..···_·····_·--_........_........_......._........_........_......._...
n:~~~:~?Z;1;;~;;~~~:1;;;;3
_____
___,J
TITLE: Counsel
FEDERAL DEPOSIT INSIJRANCE CORPORATION AS JtECEIVER FOR COLONIAL BANK
PRINTNAME: Brian Marshall Sinnrtonds TITLE: Counsel
FEDERAl. DEPOSIT INSURANCE CORPOR/\TJON AS RECF.JVER FOR GUARANTY HANK
PIUNT NAME: Pntl'iciu 0. Butler
TITI.E: Counsel
(b)(6)
FEDERAL DEPOSIT INSURANCE CORPORATION AS RECEIVER FOR IRWIN UNION BANK AND TRUST COMPANY
·················uv.l.._ _·······_········_········_········_·······_·····-----~-_, PRINTNAME: UrianMmshullSium1-onds
TITLE: Counsel
FEDERAL DEPOSIT INSURANCE CORPORATION AS RECEIVER FOR lJNfTED WESTERN HANK
· ·r;~;~&;:,;,;t[;~-;).o/_3·················liv:l.__········_········_·······_········_········_·······_··-·····_···_ _ _ _ _ ..... PRINTNAME: PntriciaG.Butler
(b)(6)
6 (b)( )
UiitC: ;11/ov: l'l; :1=<>t.:J
TITLE: Counsel
Jl)MOIWAN CHASE & CO., ON TTS OWN BEHALF AND ON BEl IALF OF ALL OTHi~R. ENTITlES IDENTIFIED ABOVE AS COT.LHCTlVELY "JPMC"
IIY:l j
P R l N T N A M E : & e _ _,.,_.{~, M . Ct.LII~ TITLE: G ~ ~..J Co.:.1.-1.s- c.--/
EXIIIDlT A
BSAHS 2007-ACS A2 ...
WFMBS 2007-7 A36 .... -
CHAS.E 2007-S4 Al2
---·- ··-····--
RFMSl 2006-S6 A13 CWALT2005- 13CB AH
- ·-.
CWALT 2005-6SCB 2A4
----- . ·-··· CWALT200S-46CB A14
CWALT 2006- 12Cl3 AS
SAMJ 2005-AR7 SA2
SAM! 2007-AR6 A2
OPMF 2006-AR3 4A3
GPMF 2005-ARS IA2
SAMI 2006-AR3 l2A4 - · - ··-··-··
SAMI 2005-AR8 AS
.. ···-··. ··-·'*··- SAMJ 2005-AR4 A2
WAMU 2007-0AS 2A
WAMU2007-0A4 2A
WAMU 2006-ARI9 2A
WAMU 2006-ARI9 2All3
WAMU 2006-ARI7 2AII3
WAMU 2006-ARI S 2AIB
WAMU2006-ARI3 2AIB - - -·-
WAMU2006-ARll 2AIB
- ·-- -
WAMU 2006-AR9 2A
--
. -·--·--·---··-·- WAMlJ 2005-AR9 A2A
·-··---···· .. ·-- WMALT 2 007-0A3 5A
.. ...... WAMlJ2006-AR9 2AIB
JPALT2006-AS IMI
JPAI.T2006-A3 IMI
JPALT 2007-A11M2
JI>ALT2007-Al 1M3 .. . ·-·-···· . .
CWALT2005-46CB A2 CWALT 2005-46CB Al4 WAMU 2006-ARII Ll32 WAMlJ 2006-AR II 3B2
I-WAMU..i 006-AR7 B2
·· ······- ··-··· ·-··-··-
WMALT 2006-7 AIA .HMl~T2006-12A2 -----·-
-···- - . ···-··-----··--···- JPMMT 2006-A6 IA2
...
....
··--
Does anyone think the trillion dollar portfolio that the board of directors is to estimating will have anything to do with the 550 billion that Wamu was servicing and is suppose to be returned via shares and interest payments to dtc holders. Could that have been a clue that the 550 billion number AG mentioned from the source,t will bring them to 1 trillion in servicing and will come from wmih mbs pools that were remote bankruptcy.
AZ any thoughts, Just wondering if anyone can answer the question, if assets are returned to Shareholders Via DTC, there was wording along time ago when we were in bankruptcy that the new company would be entitled to 5% of the proceeds, so will Mr Cooper get back 5% of the 30-600 billion dollars? also what would that do for the share price of Mr cooper?
thanks for your response AZ, any idea when JPM will pay those liabilities? are they paid already and just sitting?
AZ any thoughts on my all my posts last night? regarding mortgage pools and trusts, liabilitites on JPM side with long beach and wamu corps? they seem to be responsible for alot of mortgages. bia MBS and washington mututal covered bonds.
A lot of money from wamu and long beach and more
JPMorgan Chase & Company and JPMorgan Chase Bank, N.A. were involved in mortgage-backed securities in many ways and through many subsidiaries and acquisitions. Subsidiaries included JP Morgan Acceptance, JP Morgan Acquisition Corporation and JP Morgan Securities Holdings. JP Morgan Chase was also the successor to Bear Stearns & Company and its subsidiaries, Structured Asset Mortgage Investments II, Inc. (“SAMI”), Bear Stearns Asset-Backed Securities I, LLC, (“BSABS”) and EMC Mortgage LLC, formerly, EMC Mortgage Corporation. JPMorgan Bank was also the successor to WaMu Bank. WaMu Capital, WaMu Securities and WaMu Acceptance were wholly-owned subsidiaries of WaMu Bank, the assets, subsidiaries and liabilities of which were acquired by JPMorgan Bank. Long Beach Mortgage and Long Beach Securities were acquired by WaMu Bank prior to WaMu’s acquisition by JPMorgan Chase Bank.
These related entities filled many roles in securitization, variously servicing as loan originators, depositors, sellers, underwriters, servicers and trustees. The roles and relationships of these various entities are set forth in a Complaint filed by the Federal Housing Finance Agency in federal court in the Southern District of New York in September, 2011, involving $33 billion in mortgage-backed securities issued in connection with 103 securitizations sponsored by JP Morgan Acquisition, EMC, WaMu Bank, WaMu Securities and Long Beach Mortgage Company and/or underwritten by JP Morgan Securities, BSC and WaMu Capital, in 2005, 2006 and 2007.
The following list may not be complete, but includes 217 private securitizations registered with the SEC in 2004, with the JPMorgan entities listed above serving one or more roles. These 217 trusts had a combined initial offering amount of $164,177,809,362. A conservative estimate of the combined offering value of private label trusts using JP Morgan Chase and its related entities as trustee, or underwriter, or depositor, or other role from 2004 – 2007 exceeds $650 billion dollars ($165 billion times 4). The peak years for mortgage-backed securitization were 2005 and 2006.
After JP Morgan acquired Washington Mutual, foreclosures involving the Long Beach and WaMu trusts overwhelmingly involved loan documents made by mills within a few months of the foreclosures or bankruptcies. Original mortgage assignments were seldom filed. Robo-signed mortgage assignments, made by several document mills, were routinely used in foreclosure and bankruptcy cases. Hundreds of thousands of mortgage assignments were manufactured for court cases. The trusts and their servicers were charged for manufacturing documents that were supposed to have been obtained years earlier and safeguarded. Cases were lost because of missing loan documents and the complexity and cost of foreclosing increased significantly when the original endorsed notes and assigned mortgages could not be produced. Securities lawsuits regarding representations about the quality of the loans and the borrowers were and continue to be brought by investors.
Assuming conservatively that loan quality and documentation issues infected only 20% of the $650 billion in loans in Chase-related securitized trusts from 2004 – 2007, $130 billion in loans were affected. Seen in this light, a $13 billion settlement does not seem excessive.
217 TRUSTS VALUED AT $164,177,809,362 ($164 BILLION) WITH JP MORGAN CHASE AND RELATED ENTITIES AS TRUSTEE, DEPOSITOR, UNDERWRITER, SELLER OR SERVICER REGISTERED WITH THE SEC IN 2004
ABFC ASSET-BACKED CERTIFICATES, SERIES 2004-AHL1
$166,147,000
TRUSTEE: JP MORGAN CHASE BANK
ABFC ASSET-BACKED CERTIFICATES, SERIES 2004-FF1
$715,213,000
TRUSTEE: JP MORGAN CHASE BANK
BEAR STEARNS ALT-A 2004-1
$605,048,400
TRUSTEE: JP MORGAN CHASE
DEPOSITOR: STRUCTURED ASSET MORT. INVESTMENTS II, INC.
UNDERWRITER: BEAR, STEARNS & CO.
BEAR STEARNS ALT-A 2004-3
$670,030,200
TRUSTEE: JP MORGAN CHASE BANK
DEPOSITOR: STRUCTURED ASSET MORT. INVESTMENTS II, INC.
UNDERWRITER: BEAR, STEARNS & CO.
BEAR STEARNS ALT-A 2004-4
$499,778,700
TRUSTEE: JP MORGAN CHASE BANK
DEPOSITOR: STRUCTURED ASSET MORT. INVESTMENTS II, INC.
UNDERWRITER: BEAR, STEARNS & CO.
BEAR STEARNS ALT-A 2004-5
$818,499,100
TRUSTEE: JP MORGAN CHASE BANK
DEPOSITOR: STRUCTURED ASSET MORT. INVESTMENTS II, INC.
UNDERWRITER: BEAR, STEARNS & CO.
BEAR STEARNS ALT-A 2004-6
$857,458,000
TRUSTEE: JP MORGAN CHASE BANK
DEPOSITOR: STRUCTURED ASSET MORT. INVESTMENTS II, INC.
UNDERWRITER: BEAR, STEARNS & CO.
BEAR STEARNS ALT-A 2004-7
$970,066,000
TRUSTEE: JP MORGAN CHASE BANK
DEPOSITOR: STRUCTURED ASSET MORT. INVESTMENTS II, INC.
UNDERWRITER: BEAR, STEARNS & CO.
BEAR STEARNS ALT-A 2004-8
$809,534,500
TRUSTEE: JP MORGAN CHASE BANK
DEPOSITOR: STRUCTURED ASSET MORT. INVESTMENTS II, INC.
UNDERWRITER: BEAR, STEARNS & CO.
BEAR STEARNS ALT-A 2004-9
$659,141,000
TRUSTEE: JP MORGAN CHASE BANK
DEPOSITOR: STRUCTURED ASSET MORT. INVESTMENTS II, INC.
UNDERWRITER: BEAR, STEARNS & CO.
BEAR STEARNS ALT-A 2004-10
$1,079,215,000
TRUSTEE: JP MORGAN CHASE BANK
DEPOSITOR: STRUCTURED ASSET MORT. INVESTMENTS II, INC.
UNDERWRITER: BEAR, STEARNS & CO.
BEAR STEARNS ALT-A 2004-11
$1,293,406,000
TRUSTEE: JP MORGAN CHASE BANK
DEPOSITOR: STRUCTURED ASSET MORT. INVESTMENTS II, INC.
UNDERWRITER: BEAR, STEARNS & CO.
BEAR STEARNS ALT-A TRUST 2004-12
$1,474,825,478
DEPOSITOR: STRUCTURED ASSET MORTGAGE INVESTMENTS II, INC.
UNDERWRITER: BEAR, STEARNS & CO.
BEAR STEARNS ARM TRUST 2004-1
$1,363,285,700
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: SAMI II INC.
SELLER: EMC MORTGAGE CORP.
BEAR STEARNS ARM TRUST 2004-2
$624,047,100
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: SAMI II INC.
SELLER: EMC MORTGAGE CORP.
BEAR STEARNS ARM TRUST 2004-3
$1,492,498,000
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: SAMI II INC.
SELLER: EMC MORTGAGE CORP.
BEAR STEARNS ARM TRUST 2004-4
$1,048,466,150
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: SAMI II INC.
SELLER: EMC MORTGAGE CORP.
BEAR STEARNS ARM TRUST 2004-5
$609,451,000
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: SAMI II INC.
SELLER: EMC MORTGAGE CORP.
BEAR STEARNS ARM TRUST 2004-6
$733,545,100
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: SAMI II INC.
SELLER: EMC MORTGAGE CORP.
BEAR STEARNS ARM TRUST 2004-7
$497,412,150
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: SAMI II INC.
SELLER: EMC MORTGAGE CORP.
BEAR STEARNS ARM TRUST 2004-8
$865,032,100
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: SAMI II INC.
SELLER: EMC MORTGAGE CORP.
BEAR STEARNS ARM TRUST 2004-9
$606,749,650
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: SAMI II INC.
SELLER: EMC MORTGAGE CORP.
BEAR STEARNS ARM TRUST 2004-10
$1,974,270,250
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: SAMI II INC.
SELLER: EMC MORTGAGE CORP.
BEAR STEARNS ARM TRUST 2004-11
$825,991,100
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: SAMI II INC.
SELLER: EMC MORTGAGE CORP.
BEAR STEARNS ARM TRUST 2004-12
$1,092,425,150
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: SAMI II INC.
SELLER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-1
$228,372,150
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES, INC.
SELLER AND MASTER SERVICER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-2
$309,402,150
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES, INC.
SELLER: EMC MORTGAGE CORP.
MASTER SERVICER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-AC1
$245,196,771
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES, INC.
SELLER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-AC2
$265,350,975
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES I, LLC
SELLER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-AC3
$389,380,000
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES I, LLC
SELLER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-AC4
$452,035,000
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES I, LLC
SELLER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-AC5
$431,509,000
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES I, LLC
SELLER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-AC6
$410,461,000
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES I, LLC
SELLER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-AC7
$261,816,000
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES I, LLC
SELLER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-BO1
$1,306,463,000
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES I, LLC
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-FR1
$448,738,000
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES I, LLC
SELLER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-FR2
$451,549,000
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES I, LLC
SELLER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-FR3
$1,282,364,000
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES I, LLC
SELLER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-HE1
$487,198,000
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES INC.
SELLER AND MASTER SERVICER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-HE2
$480,513,000
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES INC.
SELLER AND MASTER SERVICER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-HE3
$482,531,000
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES INC.
SELLER AND MASTER SERVICER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-HE4
$283,227,000
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES I, LLC
SELLER AND MASTER SERVICER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-HE5
$1,007,599,000
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES I, LLC
SELLER AND MASTER SERVICER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-HE6
$883,339,000
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES I, LLC
SELLER AND MASTER SERVICER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-HE7
$937,377,250
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES I, LLC
SELLER AND MASTER SERVICER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-HE8
$325,719,000
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES I, LLC
SELLER AND MASTER SERVICER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-HE9
$708,627,000
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES I, LLC
SELLER AND MASTER SERVICER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-HE10
$589,312,000
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES I, LLC
SELLER AND MASTER SERVICER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-HE11
$1,567,513,000
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES I, LLC
SELLER AND MASTER SERVICER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-SD1
$221,728,106
TRUSTEE: JP MORGAN CHASE BANK
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES INC.
SELLER AND SERVICER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-SD2
$176,853,100
TRUSTEE: JP MORGAN CHASE BANK
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES I, LLC
SELLER AND SERVICER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-SD3
$249,385,100
TRUSTEE: JP MORGAN CHASE BANK
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES I, LLC
SELLER AND SERVICER: EMC MORTGAGE CORP.
C-BASS MORTGAGE LOAN ASSET-BACKED CERTS. 2004-CB5
$434,142,000
TRUSTEE: JP MORGAN CHASE BANK
C-BASS MORTGAGE LOAN ASSET-BACKED CERTS. 2004-CB8
$526,174,000
TRUSTEE: JP MORGAN CHASE BANK
CHASE FUNDING LOAN ACQUISITION TRUST 2004-AQ1
$595,123,000
DEPOSITOR: CHASE FUNDING, INC.
SELLER AND SERVICER: CHASE MANHATTAN MORTGAGE CORP.
CHASE FUNDING LOAN ACQUISITION TRUST 2004-OPT1
$328,515,000
DEPOSITOR: CHASE FUNDING, INC.
SELLER AND SERVICER: CHASE MANHATTAN MORTGAGE CORP.
CHASE FUNDING TRUST 2004-2
$750,000,000
SELLERS: CHASE MANHATTAN MORTGAGE CORP.; CHASE MANHATTAN BANK USA, N.A.; JP MORGAN CHASE BANK
SERVICER: CHASE MANHATTAN MORTGAGE CORP.
CHASE MORTGAGE FINANCE TRUST 2004-S3
$323,212,288
SELLER: CHASE MORTGAGE FINANCE CORP.
SERVICER: CHASE MANHATTAN MORTGAGE CORP.
CHASE MORTGAGE FINANCE TRUST 2004-S4
$298,355,999
SELLER: CHASE MORTGAGE FINANCE CORP.
SERVICER: CHASE MANHATTAN MORTGAGE CORP.
CREDIT SUISSE FIRST BOSTON MORT. SEC. CORP. HOME EQ. ASSET TRUST 2004-1
$300,000,100
TRUSTEE: JP MORGAN CHASE BANK
CWABS INC. REVOLVING HOME EQUITY LOAN TRUST 2004-A
$1,015,000,000
TRUSTEE: JP MORGAN CHASE BANK
CWABS INC. REVOLVING HOME EQUITY LOAN TRUST 2004-B
$1,470,000,000
TRUSTEE: JP MORGAN CHASE BANK
CWABS INC. REVOLVING HOME EQUITY LOAN TRUST 2004-C
$1,054,900,000
TRUSTEE: JP MORGAN CHASE BANK
CWABS INC. REVOLVING HOME EQUITY LOAN TRUST 2004-D
$1,249,174,000
TRUSTEE: JP MORGAN CHASE BANK
CWABS INC. REVOLVING HOME EQUITY LOAN TRUST 2004-E
$1,250,450,000
TRUSTEE: JP MORGAN CHASE BANK
CWABS INC. REVOLVING HOME EQUITY LOAN TRUST 2004-F
$1,217,999,000
TRUSTEE: JP MORGAN CHASE BANK
CWABS INC. REVOLVING HOME EQUITY LOAN TRUST 2004-G
$630,500,000
TRUSTEE: JP MORGAN CHASE BANK
CWABS INC. REVOLVING HOME EQUITY LOAN TRUST 2004-I
$2,000,000,000
TRUSTEE: JP MORGAN CHASE BANK
CWABS INC. REVOLVING HOME EQUITY LOAN TRUST 2004-J
$1,000,000,000
TRUSTEE: JP MORGAN CHASE BANK
CWABS INC. REVOLVING HOME EQUITY LOAN TRUST 2004-K
$1,725,888,000
TRUSTEE: JP MORGAN CHASE BANK
CWABS INC. REVOLVING HOME EQUITY LOAN TRUST 2004-L
$1,015,229,000
TRUSTEE: JP MORGAN CHASE BANK
CWABS INC. REVOLVING HOME EQUITY LOAN TRUST 2004-M
$1,015,229,000
TRUSTEE: JP MORGAN CHASE BANK
CWABS INC. REVOLVING HOME EQUITY LOAN TRUST 2004-N
$1,015,229,000
TRUSTEE: JP MORGAN CHASE BANK
CWABS INC. REVOLVING HOME EQUITY LOAN TRUST 2004-O
$1,275,828,000
TRUSTEE: JP MORGAN CHASE BANK
CWABS INC. REVOLVING HOME EQUITY LOAN TRUST 2004-P
$1,500,000,000
TRUSTEE: JP MORGAN CHASE BANK
CWABS INC. REVOLVING HOME EQUITY LOAN TRUST 2004-Q
$1,000,000,000
TRUSTEE: JP MORGAN CHASE BANK
CWABS INC. REVOLVING HOME EQUITY LOAN TRUST 2004-R
$1,490,000,000
TRUSTEE: JP MORGAN CHASE BANK
CWABS INC. REVOLVING HOME EQUITY LOAN TRUST 2004-S
$740,000,000
TRUSTEE: JP MORGAN CHASE BANK
CWABS INC. REVOLVING HOME EQUITY LOAN TRUST 2004-T
$2,000,000,000
TRUSTEE: JP MORGAN CHASE BANK
CWABS INC. REVOLVING HOME EQUITY LOAN TRUST 2004-U
$700,000,000
TRUSTEE: JP MORGAN CHASE BANK
FFMLT 2004-FF10
$1,380,139,000
TRUSTEE: JP MORGAN CHASE BANK
GMACM HOME EQUITY LOAN TRUST 2004-HLTV1
$175,000,000
TRUSTEE: JP MORGAN CHASE BANK
GMACM MORTGAGE LOAN TRUST 2004-AR2
$506,018,100
TRUSTEE: JP MORGAN CHASE BANK
GMACM MORTGAGE LOAN TRUST 2004-GH1
$224,099,000
TRUSTEE: JP MORGAN CHASE BANK
GMACM MORTGAGE LOAN TRUST 2004-J1
$398,964,694
TRUSTEE: JP MORGAN CHASE BANK
GMACM MORTGAGE LOAN TRUST 2004-J2
$398,597,431
TRUSTEE: JP MORGAN CHASE BANK
GMACM MORTGAGE LOAN TRUST 2004-J3
$348,287,499
TRUSTEE: JP MORGAN CHASE BANK
GMACM MORTGAGE LOAN TRUST 2004-J4
$597,117,562
TRUSTEE: JP MORGAN CHASE BANK
GMACM MORTGAGE LOAN TRUST 2004-J5
$549,141,999
TRUSTEE: JP MORGAN CHASE BANK
GMACM MORTGAGE LOAN TRUST 2004-J6
$406,384,031
TRUSTEE: JP MORGAN CHASE BANK
GMACM MORTGAGE LOAN TRUST 2004-JR1
$449,494,104
TRUSTEE: JP MORGAN CHASE BANK
GREENPOINT MORTGAGE LOAN TRUST 2004-1
$277,804,100
TRUSTEE: JP MORGAN CHASE BANK
GSAA HOME EQUITY TRUST 2004-4
$310,713,000
TRUSTEE: JP MORGAN CHASE BANK
GSAA HOME EQUITY TRUST 2004-CW1
$246,982,424
TRUSTEE: JP MORGAN CHASE BANK
GSAMP TRUST 2004-SEA2
$620,717,000
TRUSTEE: JP MORGAN CHASE BANK
HOME EQUITY LOAN TRUST 2004-HS2
$604,050,000
TRUSTEE: JP MORGAN CHASE BANK
HOME EQUITY LOAN TRUST 2004-HS3
$284,000,000
TRUSTEE: JP MORGAN CHASE BANK
HOME EQUITY MORTGAGE PASS-THROUGH CERTS. SERIES 2004-2
$330,000,000
TRUSTEE: JP MORGAN CHASE BANK
HOME EQUITY MORTGAGE PASS-THROUGH CERTS. SERIES 2004-3
$400,000,200
TRUSTEE: JP MORGAN CHASE BANK
HOME EQUITY MORTGAGE PASS-THROUGH CERTS. SERIES 2004-4
$470,000,200
TRUSTEE: JP MORGAN CHASE BANK
J.P. MORGAN MORTGAGE TRUST 2004-A2
$368,089,800
SELLER: JP MORGAN MORTGAGE ACQUISITION CORP.
DEPOSITOR: JP MORGAN ACCEPTANCE CORP.
CUSTODIAN: JP MORGAN CHASE BANK
J.P. MORGAN MORTGAGE TRUST 2004-A3
$603,474,100
SELLER: JP MORGAN MORTGAGE ACQUISITION CORP.
DEPOSITOR: JP MORGAN ACCEPTANCE CORP.
CUSTODIAN: JP MORGAN CHASE BANK
J.P. MORGAN MORTGAGE TRUST 2004-A4
$383,566,200
SELLER: JP MORGAN MORTGAGE ACQUISITION CORP.
DEPOSITOR: JP MORGAN ACCEPTANCE CORP.
CUSTODIAN: JP MORGAN CHASE BANK
J.P. MORGAN MORTGAGE TRUST 2004-A5
$432,384,166
SELLER: JP MORGAN MORTGAGE ACQUISITION CORP.
DEPOSITOR: JP MORGAN ACCEPTANCE CORP.
CUSTODIAN: JP MORGAN CHASE BANK
J.P. MORGAN MORTGAGE TRUST 2004-A6
$426,787,750
SELLER: JP MORGAN MORTGAGE ACQUISITION CORP.
DEPOSITOR: JP MORGAN ACCEPTANCE CORP.
CUSTODIAN: JP MORGAN CHASE BANK
J.P. MORGAN MORTGAGE TRUST 2004-S1
$639,949,830
SELLER: JP MORGAN MORTGAGE ACQUISITION CORP.
DEPOSITOR: JP MORGAN ACCEPTANCE CORP.
CUSTODIAN: JP MORGAN CHASE BANK
J.P. MORGAN MORTGAGE TRUST 2004-S2
$820,205,384
SELLER: JP MORGAN MORTGAGE ACQUISITION CORP.
DEPOSITOR: JP MORGAN ACCEPTANCE CORP.
CUSTODIAN: JP MORGAN CHASE BANK
LONG BEACH MORTGAGE LOAN TRUST 2004-2
$1,519,139,252
DEPOSITOR: LONG BEACH SECURITIES CORP.
SELLER AND MASTER SERVICER: LONG BEACH MORTGAGE COMPANY
LONG BEACH MORTGAGE LOAN TRUST 2004-3
$1,999,383,000
DEPOSITOR: LONG BEACH SECURITIES CORP.
SELLER AND MASTER SERVICER: LONG BEACH MORTGAGE COMPANY
LONG BEACH MORTGAGE LOAN TRUST 2004-4
$2,678,538,000
DEPOSITOR: LONG BEACH SECURITIES CORP.
SELLER AND MASTER SERVICER: LONG BEACH MORTGAGE COMPANY
LONG BEACH MORTGAGE LOAN TRUST 2004-5
$1,010,332,000
DEPOSITOR: LONG BEACH SECURITIES CORP.
SELLER AND MASTER SERVICER: LONG BEACH MORTGAGE COMPANY
LONG BEACH MORTGAGE LOAN TRUST 2004-6
$1,099,882,000
DEPOSITOR: LONG BEACH SECURITIES CORP.
SELLER AND MASTER SERVICER: LONG BEACH MORTGAGE COMPANY
LONG BEACH SEC CORP. ASSET BACKED CERTS. SERIES 2004-1
$4,398,770,000
DEPOSITOR: LONG BEACH SECURITIES CORP.
SELLER AND MASTER SERVICER: LONG BEACH MORTGAGE COMPANY
LONG BEACH SEC CORP. ASSET BACKED CERTS. SERIES 2004-A
$463,200,000
DEPOSITOR: LONG BEACH SECURITIES CORP.
SELLER AND MASTER SERVICER: LONG BEACH MORTGAGE COMPANY
MASTR ADJUSTABLE RATE MORTGAGES TRUST 2004-1
$346,269,100
TRUSTEE: JP MORGAN CHASE BANK
MASTR ADJUSTABLE RATE MORTGAGES TRUST 2004-2
$287,136,781
TRUSTEE: JP MORGAN CHASE BANK
MASTR ADJUSTABLE RATE MORTGAGES TRUST 2004-4
$264,256,100
TRUSTEE: JP MORGAN CHASE BANK
MASTR ADJUSTABLE RATE MORTGAGES TRUST 2004-5
$777,120,100
TRUSTEE: JP MORGAN CHASE BANK
MASTR ADJUSTABLE RATE MORTGAGES TRUST 2004-6
$470,838,100
TRUSTEE: JP MORGAN CHASE BANK
MASTR ADJUSTABLE RATE MORTGAGES TRUST 2004-7
$777,120,100
TRUSTEE: JP MORGAN CHASE BANK
MASTR ADJUSTABLE RATE MORTGAGES TRUST 2004-8
$432,233,100
TRUSTEE: JP MORGAN CHASE BANK
MASTR ADJUSTABLE RATE MORTGAGES TRUST 2004-9
$827,941,783
TRUSTEE: JP MORGAN CHASE BANK
MASTR ADJUSTABLE RATE MORTGAGES TRUST 2004-10
$233,367,100
TRUSTEE: JP MORGAN CHASE BANK
MASTR ADJUSTABLE RATE MORTGAGES TRUST 2004-11
$709,991,000
TRUSTEE: JP MORGAN CHASE BANK
MASTR ADJUSTABLE RATE MORTGAGES TRUST 2004-12
$325,773,100
TRUSTEE: JP MORGAN CHASE BANK
MASTR ADJUSTABLE RATE MORTGAGES TRUST 2004-13
$2,764,823,100
TRUSTEE: JP MORGAN CHASE BANK
MASTR ADJUSTABLE RATE MORTGAGES TRUST 2004-14
$475,097,113
TRUSTEE: JP MORGAN CHASE BANK
MASTR ADJUSTABLE RATE MORTGAGES TRUST 2004-15
$561,287,100
TRUSTEE: JP MORGAN CHASE BANK
MERRILL LYNCH MORTGAGE INVESTORS TRUST 2004-BC1
$525,000,100
TRUSTEE: JP MORGAN CHASE BANK
MERRILL LYNCH MORTGAGE INVESTORS TRUST 2004-BC2
$575,000,100
TRUSTEE: JP MORGAN CHASE BANK
MERRILL LYNCH MORTGAGE INVESTORS TRUST 2004-CB2
$409,228,100
TRUSTEE: JP MORGAN CHASE BANK
MORGAN STANLEY ABS CAPITAL I INC. CDC MORT. CAP TRUST 2004-HE3
$643,408,000
TRUSTEE: JP MORGAN CHASE BANK
NOMURA ASSET ACCEPTANCE CORP. ALT. LOAN TRUST 2004-AP2
$226,459,000
TRUSTEE: JP MORGAN CHASE
NOMURA ASSET ACCEPTANCE CORP. ALT. LOAN TRUST 2004-AR1
$385,570,230
TRUSTEE: JP MORGAN CHASE
NOMURA ASSET ACCEPTANCE CORP. ALT. LOAN TRUST 2004-AR2
$376,259,884
TRUSTEE: JP MORGAN CHASE
NOVASTAR MORTGAGE FUNDING TRUST 2004-1
$1,727,250,100
TRUSTEE: JP MORGAN CHASE BANK
NOVASTAR MORTGAGE FUNDING TRUST 2004-2
$1,374,800,100
TRUSTEE: JP MORGAN CHASE BANK
NOVASTAR MORTGAGE FUNDING TRUST 2004-3
$2,156,000,000
TRUSTEE: JP MORGAN CHASE BANK
NOVASTAR MORTGAGE FUNDING TRUST 2004-4
$2,468,750,000
TRUSTEE: JP MORGAN CHASE BANK
POPULAR ABS MORTGAGE TRUST 2004-4
$704,800,000
TRUSTEE: JP MORGAN CHASE BANK
POPULAR ABS MORTGAGE TRUST 2004-5
$595,664,000
TRUSTEE: JP MORGAN CHASE BANK
RAAC 2004 SP1
$233,667,000
TRUSTEE: JP MORGAN CHASE BANK
RAAC 2004 SP2
$144,545,669
TRUSTEE: JP MORGAN CHASE BANK
RAAC 2004 SP3
$306,933,000
TRUSTEE: JP MORGAN CHASE BANK
RAMP 2004 RS1
$1,400,000,000
TRUSTEE: JP MORGAN CHASE BANK
RAMP 2004 RS10
$1,250,000,000
TRUSTEE: JP MORGAN CHASE BANK
RAMP 2004 RS11
$925,000,000
TRUSTEE: JP MORGAN CHASE BANK
RAMP 2004 RS12
$975,000,000
TRUSTEE: JP MORGAN CHASE BANK
RAMP 2004 RS2
$875,000,000
TRUSTEE: JP MORGAN CHASE BANK
RAMP 2004 RS3
$600,000,000
TRUSTEE: JP MORGAN CHASE BANK
RAMP 2004 RS4
$1,100,000,000
TRUSTEE: JP MORGAN CHASE BANK
RAMP 2004 RS5
$1,050,000,000
TRUSTEE: JP MORGAN CHASE BANK
RAMP 2004 RS6
$1,000,000,000
TRUSTEE: JP MORGAN CHASE BANK
RAMP 2004 RS7
$1,183,656,000
TRUSTEE: JP MORGAN CHASE BANK
RAMP 2004 RS8
$900,000,000
TRUSTEE: JP MORGAN CHASE BANK
RAMP 2004 RZ1
$485,000,000
TRUSTEE: JP MORGAN CHASE BANK
RAMP 2004 RZ2
$475,000,000
TRUSTEE: JP MORGAN CHASE BANK
RAMP 2004 RZ3
$360,000,000
TRUSTEE: JP MORGAN CHASE BANK
RAMP 2004 RZ4
$273,840,000
TRUSTEE: JP MORGAN CHASE BANK
RAMP 2005 RS9
$950,000,000
TRUSTEE: JP MORGAN CHASE BANK
RASC 2004 KS1
$950,000,000
TRUSTEE: JP MORGAN CHASE BANK
RASC 2004 KS10
$976,000,000
TRUSTEE: JP MORGAN CHASE BANK
RASC 2004 KS11
$685,650,000
TRUSTEE: JP MORGAN CHASE BANK
RASC 2004 KS12
$536,250,000
TRUSTEE: JP MORGAN CHASE BANK
RASC 2004 KS2
$990,000,000
TRUSTEE: JP MORGAN CHASE BANK
RASC 2004 KS3
$675,000,000
TRUSTEE: JP MORGAN CHASE BANK
RASC 2004 KS4
$1,000,000,000
TRUSTEE: JP MORGAN CHASE BANK
RASC 2004 KS5
$1,175,000,000
TRUSTEE: JP MORGAN CHASE BANK
RASC 2004 KS6
$1,000,000,000
TRUSTEE: JP MORGAN CHASE BANK
RASC 2004 KS7
$1,000,000,000
TRUSTEE: JP MORGAN CHASE BANK
RASC 2004 KS8
$600,000,000
TRUSTEE: JP MORGAN CHASE BANK
RASC 2004 KS9
$600,000,000
TRUSTEE: JP MORGAN CHASE BANK
RFMSI TRUST 2004 S1
$306,312,991
TRUSTEE: JP MORGAN CHASE BANK
RFMSI TRUST 2004 S2
$360,357,143
TRUSTEE: JP MORGAN CHASE BANK
RFMSI TRUST 2004 S3
$227,700,188
TRUSTEE: JP MORGAN CHASE BANK
RFMSI TRUST 2004 S5
$421,986,295
TRUSTEE: JP MORGAN CHASE BANK
RFMSI TRUST 2004 S6
$525,118,648
TRUSTEE: JP MORGAN CHASE BANK
RFMSI TRUST 2004 SA1
$248,427,200
TRUSTEE: JP MORGAN CHASE BANK
RFMSI TRUST 2004 SR1
$143,773,665
TRUSTEE: JP MORGAN CHASE BANK
RFMSII 2004-HI3
$220,000,000
TRUSTEE: JP MORGAN CHASE BANK
STRUCTURED ADJUSTABLE RATE MORTGAGE LOAN TRUST 2004-15
$213,582,100
TRUSTEE: JP MORGAN CHASE BANK
STRUCTURED ADJUSTABLE RATE MORTGAGE LOAN TRUST 2004-17
$345,668,100
TRUSTEE: JP MORGAN CHASE BANK
STRUCTURED ASSET MORTGAGE INVESTMENTS II, INC. 2004-AR1
$754,968,250
TRUSTEE: JP MORGAN CHASE BANK
DEPOSITOR: STRUCTURED ASSET MORTGAGE INVESTMENTS II, INC.
UNDERWRITER: BEAR, STEARNS & COMPANY, INC.
STRUCTURED ASSET MORTGAGE INVESTMENTS II, INC. 2004-AR2
$894,748,501
TRUSTEE: JP MORGAN CHASE BANK
DEPOSITOR: STRUCTURED ASSET MORTGAGE INVESTMENTS II, INC.
UNDERWRITER: BEAR, STEARNS & COMPANY, INC.
STRUCTURED ASSET MORTGAGE INVESTMENTS II, INC. 2004-AR3
$594,222,150
TRUSTEE: JP MORGAN CHASE BANK
DEPOSITOR: STRUCTURED ASSET MORTGAGE INVESTMENTS II, INC.
UNDERWRITER: BEAR, STEARNS & COMPANY, INC.
STRUCTURED ASSET MORTGAGE INVESTMENTS II, INC. 2004-AR4
$702,382,250
TRUSTEE: JP MORGAN CHASE BANK
DEPOSITOR: STRUCTURED ASSET MORTGAGE INVESTMENTS II, INC.
UNDERWRITER: BEAR, STEARNS & COMPANY, INC.
STRUCTURED ASSET MORTGAGE INVESTMENTS II, INC. 2004-AR5
$1,235,183,350
TRUSTEE: JP MORGAN CHASE BANK
DEPOSITOR: STRUCTURED ASSET MORTGAGE INVESTMENTS II, INC.
UNDERWRITER: BEAR, STEARNS & COMPANY, INC.
STRUCTURED ASSET MORTGAGE INVESTMENTS II, INC. 2004-AR6
$1,001,602,150
TRUSTEE: JP MORGAN CHASE BANK
DEPOSITOR: STRUCTURED ASSET MORTGAGE INVESTMENTS II, INC.
UNDERWRITER: BEAR, STEARNS & COMPANY, INC.
STRUCTURED ASSET MORTGAGE INVESTMENTS II, INC. 2004-AR7
$969,098,000
TRUSTEE: JP MORGAN CHASE BANK
DEPOSITOR: STRUCTURED ASSET MORTGAGE INVESTMENTS II, INC.
UNDERWRITER: BEAR, STEARNS & COMPANY, INC.
STRUCTURED ASSET MORTGAGE INVESTMENTS II, INC. 2004-AR8
$980,999,950
TRUSTEE: JP MORGAN CHASE BANK
DEPOSITOR: STRUCTURED ASSET MORTGAGE INVESTMENTS II, INC.
UNDERWRITER: BEAR, STEARNS & COMPANY, INC.
WAMU MORTGAGE PASS-THROUGH CERTS. SERIES 2004-AR1
$546,378,100
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
WAMU MORTGAGE PASS-THROUGH CERTS. SERIES 2004-AR2
$598,455,400
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
WAMU MORTGAGE PASS-THROUGH CERTS. SERIES 2004-AR3
$1,191,300,500
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
WAMU MORTGAGE PASS-THROUGH CERTS. SERIES 2004-AR4
$993,450,100
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
WAMU MORTGAGE PASS-THROUGH CERTS. SERIES 2004-AR5
$496,648,100
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
WAMU MORTGAGE PASS-THROUGH CERTS. SERIES 2004-AR6
$684,188,100
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
WAMU MORTGAGE PASS-THROUGH CERTS. SERIES 2004-AR7
$893,327,100
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
WAMU MORTGAGE PASS-THROUGH CERTS. SERIES 2004-AR8
$750,837,100
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
WAMU MORTGAGE PASS-THROUGH CERTS. SERIES 2004-AR9
$849,699,100
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
WAMU MORTGAGE PASS-THROUGH CERTS. SERIES 2004-AR10
$1,244,430,100
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
WAMU MORTGAGE PASS-THROUGH CERTS. SERIES 2004-AR11
$446,912,100
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
WAMU MORTGAGE PASS-THROUGH CERTS. SERIES 2004-AR12
$1,756,070,100
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
WAMU MORTGAGE PASS-THROUGH CERTS. SERIES 2004-AR13
$1,513,528,100
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
WAMU MORTGAGE PASS-THROUGH CERTS. SERIES 2004-AR14
$696,078,100
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
WAMU MORTGAGE PASS-THROUGH CERTS. SERIES 2004-CB1
$464,726,256
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
WAMU MORTGAGE PASS-THROUGH CERTS. SERIES 2004-CB2
$320,651,811
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
WAMU MORTGAGE PASS-THROUGH CERTS. SERIES 2004-CB3
$301,582,806
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
WAMU MORTGAGE PASS-THROUGH CERTS. SERIES 2004-CB4
$250,780,303
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
WAMU MORTGAGE PASS-THROUGH CERTS. SERIES 2004-RS1
$414,498,021
DEPOSITOR: WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.
WAMU MORTGAGE PASS-THROUGH CERTS. SERIES 2004-RS2
$138,930,586
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
WAMU MORTGAGE PASS-THROUGH CERTS. SERIES 2004-S1
$373,132,999
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
WAMU MORTGAGE PASS-THROUGH CERTS. SERIES 2004-S2
$397,838,548
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
WAMU MORTGAGE PASS-THROUGH CERTS. SERIES 2004-S3
$591,907,457
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
WASHINGTON MUTUAL MSC MORT. PASS THROUGH CERTS. 2004-RA1
$333,888,685
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
WASHINGTON MUTUAL MSC MORT. PASS THROUGH CERTS. 2004-RA2
$190,860,032
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
WASHINGTON MUTUAL MSC MORT. PASS THROUGH CERTS. 2004-RA3
$343,325,100
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
WASHINGTON MUTUAL MSC MORT. PASS THROUGH CERTS. 2004-RA4
$174,014,124
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
TOTAL: 217 TRUSTS, $164,177,809,362
NOTE: BONY or U.S. BANK SUCCEEDED JP MORGAN CHASE AS TRUSTEE ON MANY OF THE TRUSTS LISTED ABOVE WHERE JP MORGAN CHASE WAS THE INITIAL TRUSTEE.
****** us bank lsf9 ********
I’m seeing 10s of billions of dollars from wamu entitys which are liabilities to jpm
A lot of money from wamu and long beach and more
JPMorgan Chase & Company and JPMorgan Chase Bank, N.A. were involved in mortgage-backed securities in many ways and through many subsidiaries and acquisitions. Subsidiaries included JP Morgan Acceptance, JP Morgan Acquisition Corporation and JP Morgan Securities Holdings. JP Morgan Chase was also the successor to Bear Stearns & Company and its subsidiaries, Structured Asset Mortgage Investments II, Inc. (“SAMI”), Bear Stearns Asset-Backed Securities I, LLC, (“BSABS”) and EMC Mortgage LLC, formerly, EMC Mortgage Corporation. JPMorgan Bank was also the successor to WaMu Bank. WaMu Capital, WaMu Securities and WaMu Acceptance were wholly-owned subsidiaries of WaMu Bank, the assets, subsidiaries and liabilities of which were acquired by JPMorgan Bank. Long Beach Mortgage and Long Beach Securities were acquired by WaMu Bank prior to WaMu’s acquisition by JPMorgan Chase Bank.
These related entities filled many roles in securitization, variously servicing as loan originators, depositors, sellers, underwriters, servicers and trustees. The roles and relationships of these various entities are set forth in a Complaint filed by the Federal Housing Finance Agency in federal court in the Southern District of New York in September, 2011, involving $33 billion in mortgage-backed securities issued in connection with 103 securitizations sponsored by JP Morgan Acquisition, EMC, WaMu Bank, WaMu Securities and Long Beach Mortgage Company and/or underwritten by JP Morgan Securities, BSC and WaMu Capital, in 2005, 2006 and 2007.
The following list may not be complete, but includes 217 private securitizations registered with the SEC in 2004, with the JPMorgan entities listed above serving one or more roles. These 217 trusts had a combined initial offering amount of $164,177,809,362. A conservative estimate of the combined offering value of private label trusts using JP Morgan Chase and its related entities as trustee, or underwriter, or depositor, or other role from 2004 – 2007 exceeds $650 billion dollars ($165 billion times 4). The peak years for mortgage-backed securitization were 2005 and 2006.
After JP Morgan acquired Washington Mutual, foreclosures involving the Long Beach and WaMu trusts overwhelmingly involved loan documents made by mills within a few months of the foreclosures or bankruptcies. Original mortgage assignments were seldom filed. Robo-signed mortgage assignments, made by several document mills, were routinely used in foreclosure and bankruptcy cases. Hundreds of thousands of mortgage assignments were manufactured for court cases. The trusts and their servicers were charged for manufacturing documents that were supposed to have been obtained years earlier and safeguarded. Cases were lost because of missing loan documents and the complexity and cost of foreclosing increased significantly when the original endorsed notes and assigned mortgages could not be produced. Securities lawsuits regarding representations about the quality of the loans and the borrowers were and continue to be brought by investors.
Assuming conservatively that loan quality and documentation issues infected only 20% of the $650 billion in loans in Chase-related securitized trusts from 2004 – 2007, $130 billion in loans were affected. Seen in this light, a $13 billion settlement does not seem excessive.
217 TRUSTS VALUED AT $164,177,809,362 ($164 BILLION) WITH JP MORGAN CHASE AND RELATED ENTITIES AS TRUSTEE, DEPOSITOR, UNDERWRITER, SELLER OR SERVICER REGISTERED WITH THE SEC IN 2004
ABFC ASSET-BACKED CERTIFICATES, SERIES 2004-AHL1
$166,147,000
TRUSTEE: JP MORGAN CHASE BANK
ABFC ASSET-BACKED CERTIFICATES, SERIES 2004-FF1
$715,213,000
TRUSTEE: JP MORGAN CHASE BANK
BEAR STEARNS ALT-A 2004-1
$605,048,400
TRUSTEE: JP MORGAN CHASE
DEPOSITOR: STRUCTURED ASSET MORT. INVESTMENTS II, INC.
UNDERWRITER: BEAR, STEARNS & CO.
BEAR STEARNS ALT-A 2004-3
$670,030,200
TRUSTEE: JP MORGAN CHASE BANK
DEPOSITOR: STRUCTURED ASSET MORT. INVESTMENTS II, INC.
UNDERWRITER: BEAR, STEARNS & CO.
BEAR STEARNS ALT-A 2004-4
$499,778,700
TRUSTEE: JP MORGAN CHASE BANK
DEPOSITOR: STRUCTURED ASSET MORT. INVESTMENTS II, INC.
UNDERWRITER: BEAR, STEARNS & CO.
BEAR STEARNS ALT-A 2004-5
$818,499,100
TRUSTEE: JP MORGAN CHASE BANK
DEPOSITOR: STRUCTURED ASSET MORT. INVESTMENTS II, INC.
UNDERWRITER: BEAR, STEARNS & CO.
BEAR STEARNS ALT-A 2004-6
$857,458,000
TRUSTEE: JP MORGAN CHASE BANK
DEPOSITOR: STRUCTURED ASSET MORT. INVESTMENTS II, INC.
UNDERWRITER: BEAR, STEARNS & CO.
BEAR STEARNS ALT-A 2004-7
$970,066,000
TRUSTEE: JP MORGAN CHASE BANK
DEPOSITOR: STRUCTURED ASSET MORT. INVESTMENTS II, INC.
UNDERWRITER: BEAR, STEARNS & CO.
BEAR STEARNS ALT-A 2004-8
$809,534,500
TRUSTEE: JP MORGAN CHASE BANK
DEPOSITOR: STRUCTURED ASSET MORT. INVESTMENTS II, INC.
UNDERWRITER: BEAR, STEARNS & CO.
BEAR STEARNS ALT-A 2004-9
$659,141,000
TRUSTEE: JP MORGAN CHASE BANK
DEPOSITOR: STRUCTURED ASSET MORT. INVESTMENTS II, INC.
UNDERWRITER: BEAR, STEARNS & CO.
BEAR STEARNS ALT-A 2004-10
$1,079,215,000
TRUSTEE: JP MORGAN CHASE BANK
DEPOSITOR: STRUCTURED ASSET MORT. INVESTMENTS II, INC.
UNDERWRITER: BEAR, STEARNS & CO.
BEAR STEARNS ALT-A 2004-11
$1,293,406,000
TRUSTEE: JP MORGAN CHASE BANK
DEPOSITOR: STRUCTURED ASSET MORT. INVESTMENTS II, INC.
UNDERWRITER: BEAR, STEARNS & CO.
BEAR STEARNS ALT-A TRUST 2004-12
$1,474,825,478
DEPOSITOR: STRUCTURED ASSET MORTGAGE INVESTMENTS II, INC.
UNDERWRITER: BEAR, STEARNS & CO.
BEAR STEARNS ARM TRUST 2004-1
$1,363,285,700
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: SAMI II INC.
SELLER: EMC MORTGAGE CORP.
BEAR STEARNS ARM TRUST 2004-2
$624,047,100
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: SAMI II INC.
SELLER: EMC MORTGAGE CORP.
BEAR STEARNS ARM TRUST 2004-3
$1,492,498,000
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: SAMI II INC.
SELLER: EMC MORTGAGE CORP.
BEAR STEARNS ARM TRUST 2004-4
$1,048,466,150
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: SAMI II INC.
SELLER: EMC MORTGAGE CORP.
BEAR STEARNS ARM TRUST 2004-5
$609,451,000
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: SAMI II INC.
SELLER: EMC MORTGAGE CORP.
BEAR STEARNS ARM TRUST 2004-6
$733,545,100
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: SAMI II INC.
SELLER: EMC MORTGAGE CORP.
BEAR STEARNS ARM TRUST 2004-7
$497,412,150
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: SAMI II INC.
SELLER: EMC MORTGAGE CORP.
BEAR STEARNS ARM TRUST 2004-8
$865,032,100
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: SAMI II INC.
SELLER: EMC MORTGAGE CORP.
BEAR STEARNS ARM TRUST 2004-9
$606,749,650
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: SAMI II INC.
SELLER: EMC MORTGAGE CORP.
BEAR STEARNS ARM TRUST 2004-10
$1,974,270,250
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: SAMI II INC.
SELLER: EMC MORTGAGE CORP.
BEAR STEARNS ARM TRUST 2004-11
$825,991,100
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: SAMI II INC.
SELLER: EMC MORTGAGE CORP.
BEAR STEARNS ARM TRUST 2004-12
$1,092,425,150
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: SAMI II INC.
SELLER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-1
$228,372,150
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES, INC.
SELLER AND MASTER SERVICER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-2
$309,402,150
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES, INC.
SELLER: EMC MORTGAGE CORP.
MASTER SERVICER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-AC1
$245,196,771
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES, INC.
SELLER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-AC2
$265,350,975
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES I, LLC
SELLER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-AC3
$389,380,000
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES I, LLC
SELLER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-AC4
$452,035,000
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES I, LLC
SELLER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-AC5
$431,509,000
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES I, LLC
SELLER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-AC6
$410,461,000
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES I, LLC
SELLER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-AC7
$261,816,000
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES I, LLC
SELLER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-BO1
$1,306,463,000
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES I, LLC
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-FR1
$448,738,000
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES I, LLC
SELLER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-FR2
$451,549,000
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES I, LLC
SELLER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-FR3
$1,282,364,000
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES I, LLC
SELLER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-HE1
$487,198,000
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES INC.
SELLER AND MASTER SERVICER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-HE2
$480,513,000
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES INC.
SELLER AND MASTER SERVICER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-HE3
$482,531,000
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES INC.
SELLER AND MASTER SERVICER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-HE4
$283,227,000
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES I, LLC
SELLER AND MASTER SERVICER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-HE5
$1,007,599,000
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES I, LLC
SELLER AND MASTER SERVICER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-HE6
$883,339,000
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES I, LLC
SELLER AND MASTER SERVICER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-HE7
$937,377,250
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES I, LLC
SELLER AND MASTER SERVICER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-HE8
$325,719,000
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES I, LLC
SELLER AND MASTER SERVICER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-HE9
$708,627,000
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES I, LLC
SELLER AND MASTER SERVICER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-HE10
$589,312,000
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES I, LLC
SELLER AND MASTER SERVICER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-HE11
$1,567,513,000
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES I, LLC
SELLER AND MASTER SERVICER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-SD1
$221,728,106
TRUSTEE: JP MORGAN CHASE BANK
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES INC.
SELLER AND SERVICER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-SD2
$176,853,100
TRUSTEE: JP MORGAN CHASE BANK
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES I, LLC
SELLER AND SERVICER: EMC MORTGAGE CORP.
BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2004-SD3
$249,385,100
TRUSTEE: JP MORGAN CHASE BANK
UNDERWRITER: BEAR STEARNS & CO. INC.
DEPOSITOR: BEAR STEARNS ASSET BACKED SECURITIES I, LLC
SELLER AND SERVICER: EMC MORTGAGE CORP.
C-BASS MORTGAGE LOAN ASSET-BACKED CERTS. 2004-CB5
$434,142,000
TRUSTEE: JP MORGAN CHASE BANK
C-BASS MORTGAGE LOAN ASSET-BACKED CERTS. 2004-CB8
$526,174,000
TRUSTEE: JP MORGAN CHASE BANK
CHASE FUNDING LOAN ACQUISITION TRUST 2004-AQ1
$595,123,000
DEPOSITOR: CHASE FUNDING, INC.
SELLER AND SERVICER: CHASE MANHATTAN MORTGAGE CORP.
CHASE FUNDING LOAN ACQUISITION TRUST 2004-OPT1
$328,515,000
DEPOSITOR: CHASE FUNDING, INC.
SELLER AND SERVICER: CHASE MANHATTAN MORTGAGE CORP.
CHASE FUNDING TRUST 2004-2
$750,000,000
SELLERS: CHASE MANHATTAN MORTGAGE CORP.; CHASE MANHATTAN BANK USA, N.A.; JP MORGAN CHASE BANK
SERVICER: CHASE MANHATTAN MORTGAGE CORP.
CHASE MORTGAGE FINANCE TRUST 2004-S3
$323,212,288
SELLER: CHASE MORTGAGE FINANCE CORP.
SERVICER: CHASE MANHATTAN MORTGAGE CORP.
CHASE MORTGAGE FINANCE TRUST 2004-S4
$298,355,999
SELLER: CHASE MORTGAGE FINANCE CORP.
SERVICER: CHASE MANHATTAN MORTGAGE CORP.
CREDIT SUISSE FIRST BOSTON MORT. SEC. CORP. HOME EQ. ASSET TRUST 2004-1
$300,000,100
TRUSTEE: JP MORGAN CHASE BANK
CWABS INC. REVOLVING HOME EQUITY LOAN TRUST 2004-A
$1,015,000,000
TRUSTEE: JP MORGAN CHASE BANK
CWABS INC. REVOLVING HOME EQUITY LOAN TRUST 2004-B
$1,470,000,000
TRUSTEE: JP MORGAN CHASE BANK
CWABS INC. REVOLVING HOME EQUITY LOAN TRUST 2004-C
$1,054,900,000
TRUSTEE: JP MORGAN CHASE BANK
CWABS INC. REVOLVING HOME EQUITY LOAN TRUST 2004-D
$1,249,174,000
TRUSTEE: JP MORGAN CHASE BANK
CWABS INC. REVOLVING HOME EQUITY LOAN TRUST 2004-E
$1,250,450,000
TRUSTEE: JP MORGAN CHASE BANK
CWABS INC. REVOLVING HOME EQUITY LOAN TRUST 2004-F
$1,217,999,000
TRUSTEE: JP MORGAN CHASE BANK
CWABS INC. REVOLVING HOME EQUITY LOAN TRUST 2004-G
$630,500,000
TRUSTEE: JP MORGAN CHASE BANK
CWABS INC. REVOLVING HOME EQUITY LOAN TRUST 2004-I
$2,000,000,000
TRUSTEE: JP MORGAN CHASE BANK
CWABS INC. REVOLVING HOME EQUITY LOAN TRUST 2004-J
$1,000,000,000
TRUSTEE: JP MORGAN CHASE BANK
CWABS INC. REVOLVING HOME EQUITY LOAN TRUST 2004-K
$1,725,888,000
TRUSTEE: JP MORGAN CHASE BANK
CWABS INC. REVOLVING HOME EQUITY LOAN TRUST 2004-L
$1,015,229,000
TRUSTEE: JP MORGAN CHASE BANK
CWABS INC. REVOLVING HOME EQUITY LOAN TRUST 2004-M
$1,015,229,000
TRUSTEE: JP MORGAN CHASE BANK
CWABS INC. REVOLVING HOME EQUITY LOAN TRUST 2004-N
$1,015,229,000
TRUSTEE: JP MORGAN CHASE BANK
CWABS INC. REVOLVING HOME EQUITY LOAN TRUST 2004-O
$1,275,828,000
TRUSTEE: JP MORGAN CHASE BANK
CWABS INC. REVOLVING HOME EQUITY LOAN TRUST 2004-P
$1,500,000,000
TRUSTEE: JP MORGAN CHASE BANK
CWABS INC. REVOLVING HOME EQUITY LOAN TRUST 2004-Q
$1,000,000,000
TRUSTEE: JP MORGAN CHASE BANK
CWABS INC. REVOLVING HOME EQUITY LOAN TRUST 2004-R
$1,490,000,000
TRUSTEE: JP MORGAN CHASE BANK
CWABS INC. REVOLVING HOME EQUITY LOAN TRUST 2004-S
$740,000,000
TRUSTEE: JP MORGAN CHASE BANK
CWABS INC. REVOLVING HOME EQUITY LOAN TRUST 2004-T
$2,000,000,000
TRUSTEE: JP MORGAN CHASE BANK
CWABS INC. REVOLVING HOME EQUITY LOAN TRUST 2004-U
$700,000,000
TRUSTEE: JP MORGAN CHASE BANK
FFMLT 2004-FF10
$1,380,139,000
TRUSTEE: JP MORGAN CHASE BANK
GMACM HOME EQUITY LOAN TRUST 2004-HLTV1
$175,000,000
TRUSTEE: JP MORGAN CHASE BANK
GMACM MORTGAGE LOAN TRUST 2004-AR2
$506,018,100
TRUSTEE: JP MORGAN CHASE BANK
GMACM MORTGAGE LOAN TRUST 2004-GH1
$224,099,000
TRUSTEE: JP MORGAN CHASE BANK
GMACM MORTGAGE LOAN TRUST 2004-J1
$398,964,694
TRUSTEE: JP MORGAN CHASE BANK
GMACM MORTGAGE LOAN TRUST 2004-J2
$398,597,431
TRUSTEE: JP MORGAN CHASE BANK
GMACM MORTGAGE LOAN TRUST 2004-J3
$348,287,499
TRUSTEE: JP MORGAN CHASE BANK
GMACM MORTGAGE LOAN TRUST 2004-J4
$597,117,562
TRUSTEE: JP MORGAN CHASE BANK
GMACM MORTGAGE LOAN TRUST 2004-J5
$549,141,999
TRUSTEE: JP MORGAN CHASE BANK
GMACM MORTGAGE LOAN TRUST 2004-J6
$406,384,031
TRUSTEE: JP MORGAN CHASE BANK
GMACM MORTGAGE LOAN TRUST 2004-JR1
$449,494,104
TRUSTEE: JP MORGAN CHASE BANK
GREENPOINT MORTGAGE LOAN TRUST 2004-1
$277,804,100
TRUSTEE: JP MORGAN CHASE BANK
GSAA HOME EQUITY TRUST 2004-4
$310,713,000
TRUSTEE: JP MORGAN CHASE BANK
GSAA HOME EQUITY TRUST 2004-CW1
$246,982,424
TRUSTEE: JP MORGAN CHASE BANK
GSAMP TRUST 2004-SEA2
$620,717,000
TRUSTEE: JP MORGAN CHASE BANK
HOME EQUITY LOAN TRUST 2004-HS2
$604,050,000
TRUSTEE: JP MORGAN CHASE BANK
HOME EQUITY LOAN TRUST 2004-HS3
$284,000,000
TRUSTEE: JP MORGAN CHASE BANK
HOME EQUITY MORTGAGE PASS-THROUGH CERTS. SERIES 2004-2
$330,000,000
TRUSTEE: JP MORGAN CHASE BANK
HOME EQUITY MORTGAGE PASS-THROUGH CERTS. SERIES 2004-3
$400,000,200
TRUSTEE: JP MORGAN CHASE BANK
HOME EQUITY MORTGAGE PASS-THROUGH CERTS. SERIES 2004-4
$470,000,200
TRUSTEE: JP MORGAN CHASE BANK
J.P. MORGAN MORTGAGE TRUST 2004-A2
$368,089,800
SELLER: JP MORGAN MORTGAGE ACQUISITION CORP.
DEPOSITOR: JP MORGAN ACCEPTANCE CORP.
CUSTODIAN: JP MORGAN CHASE BANK
J.P. MORGAN MORTGAGE TRUST 2004-A3
$603,474,100
SELLER: JP MORGAN MORTGAGE ACQUISITION CORP.
DEPOSITOR: JP MORGAN ACCEPTANCE CORP.
CUSTODIAN: JP MORGAN CHASE BANK
J.P. MORGAN MORTGAGE TRUST 2004-A4
$383,566,200
SELLER: JP MORGAN MORTGAGE ACQUISITION CORP.
DEPOSITOR: JP MORGAN ACCEPTANCE CORP.
CUSTODIAN: JP MORGAN CHASE BANK
J.P. MORGAN MORTGAGE TRUST 2004-A5
$432,384,166
SELLER: JP MORGAN MORTGAGE ACQUISITION CORP.
DEPOSITOR: JP MORGAN ACCEPTANCE CORP.
CUSTODIAN: JP MORGAN CHASE BANK
J.P. MORGAN MORTGAGE TRUST 2004-A6
$426,787,750
SELLER: JP MORGAN MORTGAGE ACQUISITION CORP.
DEPOSITOR: JP MORGAN ACCEPTANCE CORP.
CUSTODIAN: JP MORGAN CHASE BANK
J.P. MORGAN MORTGAGE TRUST 2004-S1
$639,949,830
SELLER: JP MORGAN MORTGAGE ACQUISITION CORP.
DEPOSITOR: JP MORGAN ACCEPTANCE CORP.
CUSTODIAN: JP MORGAN CHASE BANK
J.P. MORGAN MORTGAGE TRUST 2004-S2
$820,205,384
SELLER: JP MORGAN MORTGAGE ACQUISITION CORP.
DEPOSITOR: JP MORGAN ACCEPTANCE CORP.
CUSTODIAN: JP MORGAN CHASE BANK
LONG BEACH MORTGAGE LOAN TRUST 2004-2
$1,519,139,252
DEPOSITOR: LONG BEACH SECURITIES CORP.
SELLER AND MASTER SERVICER: LONG BEACH MORTGAGE COMPANY
LONG BEACH MORTGAGE LOAN TRUST 2004-3
$1,999,383,000
DEPOSITOR: LONG BEACH SECURITIES CORP.
SELLER AND MASTER SERVICER: LONG BEACH MORTGAGE COMPANY
LONG BEACH MORTGAGE LOAN TRUST 2004-4
$2,678,538,000
DEPOSITOR: LONG BEACH SECURITIES CORP.
SELLER AND MASTER SERVICER: LONG BEACH MORTGAGE COMPANY
LONG BEACH MORTGAGE LOAN TRUST 2004-5
$1,010,332,000
DEPOSITOR: LONG BEACH SECURITIES CORP.
SELLER AND MASTER SERVICER: LONG BEACH MORTGAGE COMPANY
LONG BEACH MORTGAGE LOAN TRUST 2004-6
$1,099,882,000
DEPOSITOR: LONG BEACH SECURITIES CORP.
SELLER AND MASTER SERVICER: LONG BEACH MORTGAGE COMPANY
LONG BEACH SEC CORP. ASSET BACKED CERTS. SERIES 2004-1
$4,398,770,000
DEPOSITOR: LONG BEACH SECURITIES CORP.
SELLER AND MASTER SERVICER: LONG BEACH MORTGAGE COMPANY
LONG BEACH SEC CORP. ASSET BACKED CERTS. SERIES 2004-A
$463,200,000
DEPOSITOR: LONG BEACH SECURITIES CORP.
SELLER AND MASTER SERVICER: LONG BEACH MORTGAGE COMPANY
MASTR ADJUSTABLE RATE MORTGAGES TRUST 2004-1
$346,269,100
TRUSTEE: JP MORGAN CHASE BANK
MASTR ADJUSTABLE RATE MORTGAGES TRUST 2004-2
$287,136,781
TRUSTEE: JP MORGAN CHASE BANK
MASTR ADJUSTABLE RATE MORTGAGES TRUST 2004-4
$264,256,100
TRUSTEE: JP MORGAN CHASE BANK
MASTR ADJUSTABLE RATE MORTGAGES TRUST 2004-5
$777,120,100
TRUSTEE: JP MORGAN CHASE BANK
MASTR ADJUSTABLE RATE MORTGAGES TRUST 2004-6
$470,838,100
TRUSTEE: JP MORGAN CHASE BANK
MASTR ADJUSTABLE RATE MORTGAGES TRUST 2004-7
$777,120,100
TRUSTEE: JP MORGAN CHASE BANK
MASTR ADJUSTABLE RATE MORTGAGES TRUST 2004-8
$432,233,100
TRUSTEE: JP MORGAN CHASE BANK
MASTR ADJUSTABLE RATE MORTGAGES TRUST 2004-9
$827,941,783
TRUSTEE: JP MORGAN CHASE BANK
MASTR ADJUSTABLE RATE MORTGAGES TRUST 2004-10
$233,367,100
TRUSTEE: JP MORGAN CHASE BANK
MASTR ADJUSTABLE RATE MORTGAGES TRUST 2004-11
$709,991,000
TRUSTEE: JP MORGAN CHASE BANK
MASTR ADJUSTABLE RATE MORTGAGES TRUST 2004-12
$325,773,100
TRUSTEE: JP MORGAN CHASE BANK
MASTR ADJUSTABLE RATE MORTGAGES TRUST 2004-13
$2,764,823,100
TRUSTEE: JP MORGAN CHASE BANK
MASTR ADJUSTABLE RATE MORTGAGES TRUST 2004-14
$475,097,113
TRUSTEE: JP MORGAN CHASE BANK
MASTR ADJUSTABLE RATE MORTGAGES TRUST 2004-15
$561,287,100
TRUSTEE: JP MORGAN CHASE BANK
MERRILL LYNCH MORTGAGE INVESTORS TRUST 2004-BC1
$525,000,100
TRUSTEE: JP MORGAN CHASE BANK
MERRILL LYNCH MORTGAGE INVESTORS TRUST 2004-BC2
$575,000,100
TRUSTEE: JP MORGAN CHASE BANK
MERRILL LYNCH MORTGAGE INVESTORS TRUST 2004-CB2
$409,228,100
TRUSTEE: JP MORGAN CHASE BANK
MORGAN STANLEY ABS CAPITAL I INC. CDC MORT. CAP TRUST 2004-HE3
$643,408,000
TRUSTEE: JP MORGAN CHASE BANK
NOMURA ASSET ACCEPTANCE CORP. ALT. LOAN TRUST 2004-AP2
$226,459,000
TRUSTEE: JP MORGAN CHASE
NOMURA ASSET ACCEPTANCE CORP. ALT. LOAN TRUST 2004-AR1
$385,570,230
TRUSTEE: JP MORGAN CHASE
NOMURA ASSET ACCEPTANCE CORP. ALT. LOAN TRUST 2004-AR2
$376,259,884
TRUSTEE: JP MORGAN CHASE
NOVASTAR MORTGAGE FUNDING TRUST 2004-1
$1,727,250,100
TRUSTEE: JP MORGAN CHASE BANK
NOVASTAR MORTGAGE FUNDING TRUST 2004-2
$1,374,800,100
TRUSTEE: JP MORGAN CHASE BANK
NOVASTAR MORTGAGE FUNDING TRUST 2004-3
$2,156,000,000
TRUSTEE: JP MORGAN CHASE BANK
NOVASTAR MORTGAGE FUNDING TRUST 2004-4
$2,468,750,000
TRUSTEE: JP MORGAN CHASE BANK
POPULAR ABS MORTGAGE TRUST 2004-4
$704,800,000
TRUSTEE: JP MORGAN CHASE BANK
POPULAR ABS MORTGAGE TRUST 2004-5
$595,664,000
TRUSTEE: JP MORGAN CHASE BANK
RAAC 2004 SP1
$233,667,000
TRUSTEE: JP MORGAN CHASE BANK
RAAC 2004 SP2
$144,545,669
TRUSTEE: JP MORGAN CHASE BANK
RAAC 2004 SP3
$306,933,000
TRUSTEE: JP MORGAN CHASE BANK
RAMP 2004 RS1
$1,400,000,000
TRUSTEE: JP MORGAN CHASE BANK
RAMP 2004 RS10
$1,250,000,000
TRUSTEE: JP MORGAN CHASE BANK
RAMP 2004 RS11
$925,000,000
TRUSTEE: JP MORGAN CHASE BANK
RAMP 2004 RS12
$975,000,000
TRUSTEE: JP MORGAN CHASE BANK
RAMP 2004 RS2
$875,000,000
TRUSTEE: JP MORGAN CHASE BANK
RAMP 2004 RS3
$600,000,000
TRUSTEE: JP MORGAN CHASE BANK
RAMP 2004 RS4
$1,100,000,000
TRUSTEE: JP MORGAN CHASE BANK
RAMP 2004 RS5
$1,050,000,000
TRUSTEE: JP MORGAN CHASE BANK
RAMP 2004 RS6
$1,000,000,000
TRUSTEE: JP MORGAN CHASE BANK
RAMP 2004 RS7
$1,183,656,000
TRUSTEE: JP MORGAN CHASE BANK
RAMP 2004 RS8
$900,000,000
TRUSTEE: JP MORGAN CHASE BANK
RAMP 2004 RZ1
$485,000,000
TRUSTEE: JP MORGAN CHASE BANK
RAMP 2004 RZ2
$475,000,000
TRUSTEE: JP MORGAN CHASE BANK
RAMP 2004 RZ3
$360,000,000
TRUSTEE: JP MORGAN CHASE BANK
RAMP 2004 RZ4
$273,840,000
TRUSTEE: JP MORGAN CHASE BANK
RAMP 2005 RS9
$950,000,000
TRUSTEE: JP MORGAN CHASE BANK
RASC 2004 KS1
$950,000,000
TRUSTEE: JP MORGAN CHASE BANK
RASC 2004 KS10
$976,000,000
TRUSTEE: JP MORGAN CHASE BANK
RASC 2004 KS11
$685,650,000
TRUSTEE: JP MORGAN CHASE BANK
RASC 2004 KS12
$536,250,000
TRUSTEE: JP MORGAN CHASE BANK
RASC 2004 KS2
$990,000,000
TRUSTEE: JP MORGAN CHASE BANK
RASC 2004 KS3
$675,000,000
TRUSTEE: JP MORGAN CHASE BANK
RASC 2004 KS4
$1,000,000,000
TRUSTEE: JP MORGAN CHASE BANK
RASC 2004 KS5
$1,175,000,000
TRUSTEE: JP MORGAN CHASE BANK
RASC 2004 KS6
$1,000,000,000
TRUSTEE: JP MORGAN CHASE BANK
RASC 2004 KS7
$1,000,000,000
TRUSTEE: JP MORGAN CHASE BANK
RASC 2004 KS8
$600,000,000
TRUSTEE: JP MORGAN CHASE BANK
RASC 2004 KS9
$600,000,000
TRUSTEE: JP MORGAN CHASE BANK
RFMSI TRUST 2004 S1
$306,312,991
TRUSTEE: JP MORGAN CHASE BANK
RFMSI TRUST 2004 S2
$360,357,143
TRUSTEE: JP MORGAN CHASE BANK
RFMSI TRUST 2004 S3
$227,700,188
TRUSTEE: JP MORGAN CHASE BANK
RFMSI TRUST 2004 S5
$421,986,295
TRUSTEE: JP MORGAN CHASE BANK
RFMSI TRUST 2004 S6
$525,118,648
TRUSTEE: JP MORGAN CHASE BANK
RFMSI TRUST 2004 SA1
$248,427,200
TRUSTEE: JP MORGAN CHASE BANK
RFMSI TRUST 2004 SR1
$143,773,665
TRUSTEE: JP MORGAN CHASE BANK
RFMSII 2004-HI3
$220,000,000
TRUSTEE: JP MORGAN CHASE BANK
STRUCTURED ADJUSTABLE RATE MORTGAGE LOAN TRUST 2004-15
$213,582,100
TRUSTEE: JP MORGAN CHASE BANK
STRUCTURED ADJUSTABLE RATE MORTGAGE LOAN TRUST 2004-17
$345,668,100
TRUSTEE: JP MORGAN CHASE BANK
STRUCTURED ASSET MORTGAGE INVESTMENTS II, INC. 2004-AR1
$754,968,250
TRUSTEE: JP MORGAN CHASE BANK
DEPOSITOR: STRUCTURED ASSET MORTGAGE INVESTMENTS II, INC.
UNDERWRITER: BEAR, STEARNS & COMPANY, INC.
STRUCTURED ASSET MORTGAGE INVESTMENTS II, INC. 2004-AR2
$894,748,501
TRUSTEE: JP MORGAN CHASE BANK
DEPOSITOR: STRUCTURED ASSET MORTGAGE INVESTMENTS II, INC.
UNDERWRITER: BEAR, STEARNS & COMPANY, INC.
STRUCTURED ASSET MORTGAGE INVESTMENTS II, INC. 2004-AR3
$594,222,150
TRUSTEE: JP MORGAN CHASE BANK
DEPOSITOR: STRUCTURED ASSET MORTGAGE INVESTMENTS II, INC.
UNDERWRITER: BEAR, STEARNS & COMPANY, INC.
STRUCTURED ASSET MORTGAGE INVESTMENTS II, INC. 2004-AR4
$702,382,250
TRUSTEE: JP MORGAN CHASE BANK
DEPOSITOR: STRUCTURED ASSET MORTGAGE INVESTMENTS II, INC.
UNDERWRITER: BEAR, STEARNS & COMPANY, INC.
STRUCTURED ASSET MORTGAGE INVESTMENTS II, INC. 2004-AR5
$1,235,183,350
TRUSTEE: JP MORGAN CHASE BANK
DEPOSITOR: STRUCTURED ASSET MORTGAGE INVESTMENTS II, INC.
UNDERWRITER: BEAR, STEARNS & COMPANY, INC.
STRUCTURED ASSET MORTGAGE INVESTMENTS II, INC. 2004-AR6
$1,001,602,150
TRUSTEE: JP MORGAN CHASE BANK
DEPOSITOR: STRUCTURED ASSET MORTGAGE INVESTMENTS II, INC.
UNDERWRITER: BEAR, STEARNS & COMPANY, INC.
STRUCTURED ASSET MORTGAGE INVESTMENTS II, INC. 2004-AR7
$969,098,000
TRUSTEE: JP MORGAN CHASE BANK
DEPOSITOR: STRUCTURED ASSET MORTGAGE INVESTMENTS II, INC.
UNDERWRITER: BEAR, STEARNS & COMPANY, INC.
STRUCTURED ASSET MORTGAGE INVESTMENTS II, INC. 2004-AR8
$980,999,950
TRUSTEE: JP MORGAN CHASE BANK
DEPOSITOR: STRUCTURED ASSET MORTGAGE INVESTMENTS II, INC.
UNDERWRITER: BEAR, STEARNS & COMPANY, INC.
WAMU MORTGAGE PASS-THROUGH CERTS. SERIES 2004-AR1
$546,378,100
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
WAMU MORTGAGE PASS-THROUGH CERTS. SERIES 2004-AR2
$598,455,400
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
WAMU MORTGAGE PASS-THROUGH CERTS. SERIES 2004-AR3
$1,191,300,500
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
WAMU MORTGAGE PASS-THROUGH CERTS. SERIES 2004-AR4
$993,450,100
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
WAMU MORTGAGE PASS-THROUGH CERTS. SERIES 2004-AR5
$496,648,100
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
WAMU MORTGAGE PASS-THROUGH CERTS. SERIES 2004-AR6
$684,188,100
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
WAMU MORTGAGE PASS-THROUGH CERTS. SERIES 2004-AR7
$893,327,100
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
WAMU MORTGAGE PASS-THROUGH CERTS. SERIES 2004-AR8
$750,837,100
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
WAMU MORTGAGE PASS-THROUGH CERTS. SERIES 2004-AR9
$849,699,100
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
WAMU MORTGAGE PASS-THROUGH CERTS. SERIES 2004-AR10
$1,244,430,100
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
WAMU MORTGAGE PASS-THROUGH CERTS. SERIES 2004-AR11
$446,912,100
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
WAMU MORTGAGE PASS-THROUGH CERTS. SERIES 2004-AR12
$1,756,070,100
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
WAMU MORTGAGE PASS-THROUGH CERTS. SERIES 2004-AR13
$1,513,528,100
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
WAMU MORTGAGE PASS-THROUGH CERTS. SERIES 2004-AR14
$696,078,100
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
WAMU MORTGAGE PASS-THROUGH CERTS. SERIES 2004-CB1
$464,726,256
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
WAMU MORTGAGE PASS-THROUGH CERTS. SERIES 2004-CB2
$320,651,811
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
WAMU MORTGAGE PASS-THROUGH CERTS. SERIES 2004-CB3
$301,582,806
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
WAMU MORTGAGE PASS-THROUGH CERTS. SERIES 2004-CB4
$250,780,303
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
WAMU MORTGAGE PASS-THROUGH CERTS. SERIES 2004-RS1
$414,498,021
DEPOSITOR: WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.
WAMU MORTGAGE PASS-THROUGH CERTS. SERIES 2004-RS2
$138,930,586
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
WAMU MORTGAGE PASS-THROUGH CERTS. SERIES 2004-S1
$373,132,999
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
WAMU MORTGAGE PASS-THROUGH CERTS. SERIES 2004-S2
$397,838,548
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
WAMU MORTGAGE PASS-THROUGH CERTS. SERIES 2004-S3
$591,907,457
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
WASHINGTON MUTUAL MSC MORT. PASS THROUGH CERTS. 2004-RA1
$333,888,685
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
WASHINGTON MUTUAL MSC MORT. PASS THROUGH CERTS. 2004-RA2
$190,860,032
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
WASHINGTON MUTUAL MSC MORT. PASS THROUGH CERTS. 2004-RA3
$343,325,100
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
WASHINGTON MUTUAL MSC MORT. PASS THROUGH CERTS. 2004-RA4
$174,014,124
DEPOSITOR AND MASTER SERVICER: WASHINGTON MUTUAL MORT. SEC. CORP.
TOTAL: 217 TRUSTS, $164,177,809,362
NOTE: BONY or U.S. BANK SUCCEEDED JP MORGAN CHASE AS TRUSTEE ON MANY OF THE TRUSTS LISTED ABOVE WHERE JP MORGAN CHASE WAS THE INITIAL TRUSTEE.
****** us bank lsf9 ********
I’m seeing 10s of billions of dollars from wamu entitys which are liabilities to jpm
Trust No.
Trust Name
001
Coast Federal 1992-1
002
GSAMP Trust 2005-S2
003
GSAMP Trust 2006-S1
004
Long Beach Home Equity Loan Trust 2000-LB1
005
Long Beach Mortgage Loan Trust 2000-1
006
Long Beach Mortgage Loan Trust 2001-1
007
Long Beach Mortgage Loan Trust 2001-2
008
Long Beach Mortgage Loan Trust 2001-3
009
Long Beach Mortgage Loan Trust 2001-4
010
Long Beach Mortgage Loan Trust 2002-1
011
Long Beach Mortgage Loan Trust 2002-2
012
Long Beach Mortgage Loan Trust 2002-5
013
Long Beach Mortgage Loan Trust 2003-1
014
Long Beach Mortgage Loan Trust 2003-2
015
Long Beach Mortgage Loan Trust 2003-3
016
Long Beach Mortgage Loan Trust 2003-4
017
Long Beach Mortgage Loan Trust 2004-1
018
Long Beach Mortgage Loan Trust 2004-2
019
Long Beach Mortgage Loan Trust 2004-3
020
Long Beach Mortgage Loan Trust 2004-4
021
Long Beach Mortgage Loan Trust 2004-5
022
Long Beach Mortgage Loan Trust 2004-6
023
Long Beach Mortgage Loan Trust 2005-1
024
Long Beach Mortgage Loan Trust 2005-2
025
Long Beach Mortgage Loan Trust 2005-3
026
Long Beach Mortgage Loan Trust 2005-WL1
027
Long Beach Mortgage Loan Trust 2005-WL2
028
Long Beach Mortgage Loan Trust 2005-WL3
029
Long Beach Mortgage Loan Trust 2006-1
030
Long Beach Mortgage Loan Trust 2006-2
031
Long Beach Mortgage Loan Trust 2006-3
032
Long Beach Mortgage Loan Trust 2006-4
033
Long Beach Mortgage Loan Trust 2006-5
034
Long Beach Mortgage Loan Trust 2006-6
035
Long Beach Mortgage Loan Trust 2006-7
036
Long Beach Mortgage Loan Trust 2006-8
037
Long Beach Mortgage Loan Trust 2006-9
038
Long Beach Mortgage Loan Trust 2006-10
039
Long Beach Mortgage Loan Trust 2006-11
040
Long Beach Mortgage Loan Trust 2006-A
041
Long Beach Mortgage Loan Trust 2006-WL1
042
Long Beach Mortgage Loan Trust 2006-WL2
043
Long Beach Mortgage Loan Trust 2006-WL3
30898933_2 Page 1 of 3 Pages EXHIBIT 1-A
Trust No. Trust Name
044
Morgan Stanley ABS Capital I Inc. 2000-1
045
WaMu 2006-0A1
046
WaMu 2007-Flex1
047
WaMu Asset Acceptance Corp. 2005-AR13
048
WaMu Asset Acceptance Corp. 2005-AR16
049
WaMu Asset Acceptance Corp. 2005-AR18
050
WaMu Asset Acceptance Corp. 2006-AR1
051
WaMu Asset Acceptance Corp. 2006-AR3
052
WaMu Asset Acceptance Corp. 2006-AR5
053
WaMu Asset Acceptance Corp. 2007-HE1
054
Washington Mutual Home Equity Trust l (PSA Cut-Off Date January 31, 2006)
055
Washington Mutual Mortgage Securities Corp. 2000-1
056
Washington Mutual Mortgage Securities Corp. 2001-7
057
Washington Mutual Mortgage Securities Corp. 2001-AR3
058
Washington Mutual Mortgage Securities Corp. 2002-AR12
059
Washington Mutual Mortgage Securities Corp. 2002-AR13
060
Washington Mutual Mortgage Securities Corp. 2002-AR14
061
Washington Mutual Mortgage Securities Corp. 2002-AR15
062
Washington Mutual Mortgage Securities Corp. 2002-AR16
063
Washington Mutual Mortgage Securities Corp. 2002-AR17
064
Washington Mutual Mortgage Securities Corp. 2002-AR18
065
Washington Mutual Mortgage Securities Corp. 2002-AR19
066
Washington Mutual Mortgage Securities Corp. 2002-AR2
067
Washington Mutual Mortgage Securities Corp. 2002-AR6
068
Washington Mutual Mortgage Securities Corp. 2002-AR9
069
Washington Mutual Mortgage Securities Corp. 2003-AR1
070
Washington Mutual Mortgage Securities Corp. 2003-AR2
071
Washington Mutual Mortgage Securities Corp. 2003-AR3
072
Washington Mutual Mortgage Securities Corp. 2003-AR4
073
Washington Mutual Mortgage Securities Corp. 2003-AR5
074
Washington Mutual Mortgage Securities Corp. 2003-AR6
075
Washington Mutual Mortgage Securities Corp. 2003-AR7
076
Washington Mutual Mortgage Securities Corp. 2003-AR8
077
Washington Mutual Mortgage Securities Corp. 2003-AR9
078
Washington Mutual Mortgage Securities Corp. 2003-AR10
079
Washington Mutual Mortgage Securities Corp. 2003-AR11
080
Washington Mutual Mortgage Securities Corp. 2003-AR12
081
Washington Mutual Mortgage Securities Corp. 2004-AR1
082
Washington Mutual Mortgage Securities Corp. 2004-AR2
083
Washington Mutual Mortgage Securities Corp. 2004-AR3
084
Washington Mutual Mortgage Securities Corp. 2004-AR4
085
Washington Mutual Mortgage Securities Corp. 2004-AR5
086
Washington Mutual Mortgage Securities Corp. 2004-AR6
30898933_2 Page 2 of 3 Pages EXHIBIT 1-A
Trust No. Trust Name
087
Washington Mutual Mortgage Securities Corp. 2004-AR7
088
Washington Mutual Mortgage Securities Corp. 2004-AR8
089
Washington Mutual Mortgage Securities Corp. 2004-AR10
090
Washington Mutual Mortgage Securities Corp. 2004-AR12
091
Washington Mutual Mortgage Securities Corp. 2004-AR13
092
Washington Mutual Mortgage Securities Corp. 2005-AR1
093
Washington Mutual Mortgage Securities Corp. 2005-AR2
094
Washington Mutual Mortgage Securities Corp. 2005-AR4
095
Washington Mutual Mortgage Securities Corp. 2005-AR6
096
Washington Mutual Mortgage Securities Corp. 2005-AR8
097
Washington Mutual Mortgage Securities Corp. 2005-AR9
098
Washington Mutual Mortgage Securities Corp. 2005-AR11
099
Washington Mutual Mortgage Securities Corp. 2006-AR4
30898933_2 Page 3 of 3 Pages EXHIBIT 1-A
The FDIC had previously argued that book value could include more than what was on the accounting records as of September 2008. But J.P. Morgan has other liabilities, including those related to a unit called Washington Mutual Mortgage Securities Corp., the judge ruled.
The FDIC, which was appointed Washington Mutual's receiver, had argued that JPMorgan assumed the bank's obligations "irrespective of a book value cap."
Collyer also ruled that JPMorgan did assume all mortgage repurchase liabilities of another unit it bought, Washington Mutual Mortgage Securities Corp.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM ABS-15G ASSET-BACKED SECURITIZER REPORT PURSUANT TO SECTION 15G OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box to indicate the filing obligation to which this form is intended to satisfy:
X Rule 15Ga-1 under the Exchange Act (17 CFR 240.15Ga-1) for the reporting period April 1, 2021 to June 30, 2021.
Date of Report (Date of earliest event reported): August 2, 2021 Commission File Number of securitizer: 025-01123
Central Index Key Number of securitizer: 000314643 Washington Mutual Mortgage Securities Corp.1
(Exact name of securitizer as specified in its charter) Eric A. Senzon, (813) 584-3951 Name and telephone number, including area code, of the person to contact in connection with this filing.
Indicate by check mark whether the securitizer has no activity to report for the initial period pursuant to Rule 15Ga-1(c)(1) [ ] Indicate by check mark whether the securitizer has no activity to report for the quarterly period pursuant to Rule 15Ga-1(c)(2)(i) [ ] Indicate by check mark whether the securitizer has no activity to report for the annual period pursuant to Rule 15Ga-1(c)(2)(ii) [ ]
___ Rule 15Ga-2 under the Exchange Act (17 CFR 240.15Ga-2)
Central Index Key Number of depositor:
1 Washington Mutual Mortgage Securities Corp., as Securitizer, is filing this Form ABS-15G in respect of all mortgage-backed securities representing interests in pools of residential mortgage loans for which it acted as depositor and which are outstanding during the reporting period. On September 25, 2008, JPMorgan Chase Bank, National Association (“JPMCB”) acquired the banking operations of Washington Mutual Bank from the Federal Deposit Insurance Corporation (“FDIC”). It is JPMCB’s position that certain of the repurchase obligations of Washington Mutual Bank remain with the FDIC receivership. Assets are reported herein in accordance with Rule 15Ga-1 regardless of the validity of the demand or defenses thereto, and nothing in this report shall constitute, or be deemed, a waiver of any rights, defenses, powers or privileges of any party relating to these assets.
______________________________________ (Exact name of issuing entity as specified in its charter)
Central Index Key Number of issuing entity (if applicable): ____________ Central Index Key Number of underwriter (if applicable): ____________
______________________________________ Name and telephone number, including area code, of the person to contact in connection with this filing.
INFORMATION TO BE INCLUDED IN THE REPORT
Item 1.02 Periodic Filing of Rule 15Ga-1 Representations and Warranties Disclosure
The disclosure required by Rule 15Ga-1 are attached as Exhibit 99.1 to this Form ABS-15G.
Exhibits
99.1 Disclosure required by Rule 15Ga-1.
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the reporting entity has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 2, 2021 WASHINGTON MUTUAL MORTGAGE SECURITIES CORP.
(Securitizer)
By: /s/ Josh Barren___________
Name: Josh Barren
Title: Director
US covered bonds uncovered 8 Katie Reeves
Deutsche Bank
© Deutsche Bank 2007
Covered bonds are an on-balance sheet funding strategy; loans that collateralise the bonds are not actually transferred off the books of the
62 Global Securitisation and Structured Finance 2007
In September 2006 Washington Mutual Bank (WMB), which has a debt rating of A2/A/A, became the first US bank to issue a covered bond. WMB brought a total of $5.1 billion of five-year and 10-year euro-denominated covered bonds through the WMB covered bond programme (a Regulation S offering), backed by prime first-lien single- family residential mortgages. For European investors, the transaction offered an opportunity to diversify their mortgage investment exposure geographically with a familiar structure. WMB achieved further diversification of its investor base, at superior levels on an all-in basis to what could be achieved in the unsecured market.
The covered bond market is poised to grow for several reasons. First, with the WMB transaction completed, a legal and structural precedent has been set for US banks and a market has begun to develop to enhance liquidity for future issuers. More US banks will turn to the covered bond market to diversify away from their traditional unsecured debt investor base. European banks with established covered bond programmes are also expected to turn for the first time to the United States, in many cases tapping a completely new investor base. As the structuring technology evolves, it would be no surprise to see covered bonds expanded to include asset classes. In addition, covered bond issuance below the triple-A level is another potential source of growth.
What are covered bonds?
US covered bonds uncovered I Global Securitisation and Structured Finance 2007
issuing bank. Covered bonds are secured senior debt obligations and are paid from the bank’s general corporate cash flow. However, covered bonds are also highly structured, similar to asset-backed securities, in order to receive a rating higher than that of the issuing bank. Covered bond holders benefit from a first- perfected security interest in a specific pool of assets that are ‘ring-fenced’ on the issuing bank’s balance sheet (such assets are referred to as the ‘cover pool’). Banks establish a covered bond programme, which gives them capacity to issue multiple series of covered bonds, and the entire programme is supported by the cover pool. It is similar to a master trust in that the bank can substitute assets on an ongoing basis, subject to limits imposed by the rating agencies. Once the programme is established, the bank can issue individual series from that programme. The September 2006 transaction was WMB’s first series from its €20 billion covered bond programme.
Cover pool
Netherlands, the United States does not have regulations drafted specifically for covered bonds. As a result, case law and precedent drawn from structured finance and other types of secured financing underlie the structure used for the WMB covered bond deal. In many respects, the transaction looks similar to European covered bond programmes. A cover pool of assets on the bank’s balance sheet is selected and that pool is liquidated to pay covered bondholders if the bank is unable to make payments from regular corporate cash flow.
When a covered bond programme is established, prior to the first series of covered bonds being sold, the initial cover pool of assets is identified. These assets are typically high credit-quality loans to public sector housing entities (in some European covered bond programmes) or residential mortgage loans (in some European covered bond programmes and in the WMB programme). The rating agencies impose requirements on what types of loan may be included in the cover pool. The cover pool is dynamic, and similar to but more flexible than a traditional asset-backed securities master trust; assets may be added, removed and replaced over time subject to rating agency monitoring. In addition, the cover pool assets are marked to market periodically (monthly in the case of the WMB transaction) to ensure that the assets’ market value exceeds the outstanding covered bonds by at least the required over-collateralisation amount.
They will also be subject to Federal Deposit Insurance Corporation receivership in an insolvency. Therefore, constructs similar to those used for regulated US banks’ securitisations are also applied for covered bonds. Specifically, a first-perfected security interest in the cover pool assets is created under the Uniform Commercial Code. Periodically (monthly in the case of the WMB transaction), the issuer identifies the loans in the cover pool on its books. Those loans are identified as ‘pledged’, with the loans noted on the bank’s records. These records are updated on a monthly basis and the list of mortgages is also provided to the transaction trustee monthly. However, the loans stay on the balance sheet of the bank. The covered bond investors have recourse, through the first-perfected security interest, to the collateral in the cover pool in certain circumstances.
US covered bond structures
To protect covered bond investors from an insolvency of a US bank, a two-step structure is used. (This structure differs from most models seen in Europe). Using the WMB covered bond deal, as an example, WMB first issues mortgage bonds. These mortgage bonds are US dollar-denominated floating- rate (daily adjustment) bonds secured by the
The WMB covered bond deal was an important first step because, as in the United Kingdom and the
Deutsche Bank
Global Securitisation and Structured Finance 2007 63
However, there are some distinctions. US entities accessing the covered bond market will in all likelihood be banks regulated by one or more of:
the Office of the Comptroller of the Currency; the Federal Reserve Bank; and
the Office of Thrift Supervision.
Global Securitisation and Structured Finance 2007 I US covered bonds uncovered
mortgages in the cover pool. A newly created trust that is unaffiliated with the bank buys the mortgage bonds and is the issuer of the covered bonds. The trust uses the money received from the covered bond issuance to purchase the mortgage bonds. In the WMB covered bond transaction, the covered bonds issued were euro-denominated fixed-rate securities. The unaffiliated trust entered into a swap to exchange the floating-rate US dollar-denominated mortgage bond cash flows (paid by WMB) into euros to make payments on the fixed-rate covered bonds.
Credit quality of cover pool
Each covered bond series has a direct interest in its own series of mortgage bonds, rather than in the cover pool. The mortgage bonds in turn have a pari passu claim (with other series) on the cover pool assets.
The cover pool in the WMB transaction is comprised of prime-quality, first-lien 5/1 hybrid adjustable rate mortgages (in which the interest rate is fixed for the first five years and then converts to an adjustable rate). The initial weighted average Fair Issac Corporation credit score was 742 and the loans had an average original loan-to-value ratio of 68.6 per cent. Sixty-one per cent of the loans were interest only. By geographic concentration, 47 per cent of the loans in the pool were originated in California.
Structuring to a triple-A rating
In the WMB deal a minimum of 7 per cent over- collateralisation was required. However, each month, WMB will conduct an asset coverage test to value the assets in the pool. The asset coverage test estimates a market value for the pool assets and compares it to the outstanding covered bond balance. Depending on the result, the over-collateralisation percentage may be higher than 7 per cent. For the purposes of this test, for each loan in the pool WMB takes the lesser of:
Historically there has been some variation among the rating agencies in their approach to covered bonds. Standard & Poor’s and Fitch have largely followed a structured finance approach, in that the merits of the cover pool, the legal jurisdiction and the transaction structure are evaluated with little explicit linkage to the corporate credit of the bank offering the transaction. Moody’s, on the other hand, has traditionally relied on its fundamental rating approach to guide its covered bond ratings process. The fundamental rating approach limits the number of rating notches that a covered bond issue can attain, relative to the rating of the bank issuing the transaction. For example, Moody’s states in its pre-sale report for the WMB transaction that if the senior unsecured rating of WMB (A2) falls below A3, the rating on the covered bonds may be exposed to additional rating pressure (Moody’s Investors Service pre-sale report for the WMB covered bond programme, September 5 2006). This linkage on the part of one rating agency notwithstanding, the rating agencies are able to assign a triple-A rating to covered bonds by considering elements found in many other asset- backed securities, as follows.
the actual outstanding loan balance; or
75 per cent of the indexed valuation of the loan (according to the Office of Federal Housing Enterprise Oversight House Price Index).
64 Global Securitisation and Structured Finance 2007
Deutsche Bank
Over-collateralisation
This effectively caps the current loan-to-value of mortgage loans that can be funded in the cover pool at 75 per cent.
If the asset value as calculated above falls below the outstanding balance of the covered bonds, the deal has failed the asset coverage test. If it is not remedied on or before the next monthly calculation date, an event of default of the mortgage bond issuer will be deemed to have occurred. The mortgage bonds are accelerated (ie, they become immediately due and payable) and the resulting proceeds are applied to a guaranteed investment contract established at the transaction closing. The guaranteed investment contract is then used to make payments on the covered bonds for the rest of the transaction. The
US covered bonds uncovered I Global Securitisation and Structured Finance 2007
purpose of the guaranteed investment contract is to maintain the original repayment schedule of the covered bonds.
in the guaranteed investment contract account is less than the sum of the aggregate principal and accrued interest on the covered bonds, the shortfall becomes an unsecured obligation of the bank. This could occur as a result of, for example, the Federal Deposit Insurance Corporation repudiating the mortgage bonds and there being a delay when the proceeds are forwarded to the guaranteed investment contract provider. During such delay the market value of the mortgage bonds may have declined. However, it is expected that the Federal Deposit Insurance Corporation will forward only the fair market value plus accrued interest as of the date when the Federal Deposit Insurance Corporation was appointed to be the receiver. However, the mortgage bonds are floating rate and are adjusted on a daily basis. This is a substantial mitigant to the risk that fair market value proceeds from the Federal Deposit Insurance Corporation would be less than the principal and accrued interest on the covered bonds. However, if there were a shortfall in the guaranteed investment contract, it would fail the proceeds compliance test and trigger a covered bond event of default.
Hedging of interest rate risk and currency risk
In the WMB covered bond transaction the cover pool was comprised of US-dollar mortgages, which back US dollar-denominated floating-rate mortgage bonds. As a result, the unaffiliated trust entered into a swap in order to convert the US-dollar cash flows into fixed-rate euro-denominated covered bond payments. There does not always need to be a swap. However, if there is a swap this can represent significant exposure for the covered bond investor. This is mitigated by stringent rating agency requirements for swap counterparties (and guaranteed investment contract providers).
According to the Fitch Ratings pre-sale report for the WMB covered bond programme (September 4 2006), a mortgage bond issuer event of default is deemed to have occurred if:
the issuer defaults on any series of mortgage bonds for more than three days;
the issuer breaches any covenant under the programme;
If any of the following events occur, the covered bonds are payable immediately:
a receiver, liquidator, assignee, conservator or other similar officer takes possession of the issuer, or a court enters a decree or order for relief in respect of the issuer which remains unstayed for 90 consecutive days;
default by the issuer on any series of covered bonds for more than seven days;
breach by the issuer of any covenant under the programme;
the mortgage bond indenture ceases to be in full force and effect or is declared null and void;
the asset coverage test is not satisfied on each calculation date (after the cured period that extends to the following calculation date); or
the winding-up, administration, bankruptcy or similar of the issuer;
the covered bond indenture ceasing to be in full force and effect or being declared null and void; failure to satisfy the proceeds compliance test on each calculation date following a mortgage bond issuer event of default; and
a mortgage bond issuer event of default occurs in respect of any other series of mortgage bonds (the cross-default provision).
failure by the mortgage bond indenture trustee to pay within 90 days mortgage bond proceeds equal to the outstanding principal of mortgage bonds plus accrued interests.
Any of these scenarios results in the mortgage bonds being accelerated and the proceeds applied to the guaranteed investment contract. If the amount
Deutsche Bank
Global Securitisation and Structured Finance 2007 65
Global Securitisation and Structured Finance 2007 I US covered bonds uncovered
Federal Deposit Insurance Corporation/insolvency risk in covered bond structures
An insolvency of the bank is considered a mortgage bond issuer event of default and not necessarily a covered bond event of default. In a bank insolvency, the Federal Deposit Insurance Corporation would put the bank into receivership. Three possible outcomes may occur:
is likely to diversify an issuer’s investor base through an alternative source of triple-A funding at more attractive levels than where traditional unsecured debt can be placed. Many of the large mortgage originators are highly rated banks which are not necessarily looking to sell off all their mortgage risk as in a securitisation - less than half of the $8 trillion of mortgages outstanding in the United States are securitised. Many of these banks are not significantly capital-constrained and have less incentive than lower- rated issuers to transfer loans off their books. This category of issuer is likely to find the covered bond market an attractive alternative source of on-balance sheet funding that utilises its mortgage portfolios.
Relative value framework
The Federal Deposit Insurance Corporation affirms the mortgage bonds - either the bank continues to make payments on the bonds, or the Federal Deposit Insurance Corporation arranges to transfer the assets to a third party. The Federal Deposit Insurance Corporation allows the mortgage bond trustee to enforce its security and sell the cover pool assets (the underlying mortgage loans). The proceeds will be applied to the guaranteed investment contract to make the interest and principal payments on the covered bonds.
The covered bond market has the potential to offer a sizeable new highly rated investment category for accounts looking for bullet maturities, 20 per cent risk-weighting treatment for regulatory capital purposes and risk linked to high-quality US banks, ultimately collateralised by prime residential mortgage debt. The credit risk of covered bonds is seen as a joint probability of default analysis. Investors must consider the joint probability that the institution becomes insolvent and the market value of the assets declines beyond the cushion provided by over- collateralisation. For lenders focused on one product area (eg, only mortgages), this joint probability is higher than would be the case for a highly diversified bank issuing covered bonds with a mortgage cover pool. Exposure to a swap counterparty, if one is used in the structure, can also be significant.
The Federal Deposit Insurance Corporation repudiates the mortgage bonds (according to the Federal Deposit Insurance Act). In a receivership, the Federal Deposit Insurance Corporation can repudiate any contract and request a stay for up to 90 days. It can also take “a reasonable amount of time” to decide whether to repudiate at all. In the repudiation scenario, the Federal Deposit Insurance Corporation would pay “actual direct compensatory damages” to the mortgage bondholders.
Although all three scenarios are possible and there is legal precedent for these outcomes, it is always difficult to predict with certainty what a regulator will do. Therefore, this is a transaction risk, albeit a remote one.
A comparable structured product asset class with which to compare covered bonds is top-tier triple-A credit card asset-backed securities. Like the WMB covered bond issue, credit card asset-backed securities are almost always structured as bullets. Today, five- year top-tier triple-A fixed-rate credit card asset- backed securities are trading at about swaps minus one basis point, and a five-year fixed-rate US dollar- denominated covered bond offering should price at around the same amount. To the extent that issuance
Issuer considerations
A number of factors are likely to impact on an issuer’s decision of whether to access the covered bond market. In the United States, issuing covered bonds
66 Global Securitisation and Structured Finance 2007
Deutsche Bank
US covered bonds uncovered I Global Securitisation and Structured Finance 2007
increased significantly following an initial transaction, the product may ultimately be traded tighter than credit cards. US covered bonds have a hard bullet and the joint probability default aspect of covered bonds should carry incremental value. In addition, given the flattening of supply that has been seen in recent years in the credit card asset-backed securities market, the availability of issuance in a new comparable asset class is likely to be met with strong demand.
yet been offered in US dollars, it is reasonable to expect that covered bonds issued in the United States would offer a significant pick-up to agencies. Both covered bonds and agencies have 20 per cent risk weighting for regulatory capital purposes. However, agencies do not offer recourse to a specific collateral pool. One disadvantage for agency buyers, however, may be the fact that in the beginning covered bond issuance in the United States is likely to be offered on a Section 144A (rather than public) basis.
This chapter is taken from previously published Deutsche Bank research.
US agency buyers are also likely to find covered bonds attractive. At present, five-year Freddie Mac and Fannie Mae agencies (fixed-rate bullets) are trading at spreads of 16 basis points to 18 basis points through swaps. Although a covered bond transaction has not
Deutsche Bank
Global Securitisation and Structured Finance 2007 67
AZ what are your thoughts on Washington mutual covered bond program?
Standard and Poor’s Methodology:11 Standard and Poor’s focused on the probability of timely payment, rather than explicitly on default of the sponsor. Standard and Poor’s identified four 3 209-093 Washington Mutual’s Covered Bonds contributors to the covered bond’s rating: (i) the legal framework, (ii) the quality of the collateral, (iii) the cash flows, especially losses due to credit, maturity, and currency mismatches, and payment delays and servicing costs imposed by disruption at the issuer, and (iv) the degree of overcollateralization.
While it was possible that the covered bond was delinked from the rating of the issuer, in practice Standard and Poor’s recognized that default scenarios would likely impose significant payment delays, thereby linking the rating of the issuer with that of the issue. Washington Mutual Washington Mutual was the largest savings institution and 6th largest depository finance institution in the United States. Founded in 1889, the bank had survived the Depression and the savings and loans scandals of the 1980s.
By late 2006, the bank had amassed assets of $346 billion, with $214 billion in deposits. Exhibits 3a and 3b show select financials. WaMu offered a range of financial services typical to savings and loan institutions, including: home and home equity loans; multi-family and other commercial real estate loans; credit facilities and cash management for small businesses; credit cards, annuities and insurance products; as well as securities and brokerage services. 12 Historically, WaMu had been a regional bank, with retail banking operations in California and the U. S. Northwest.
However, starting in the 1990s, the bank undertook a major expansion initiative, led by CEO Kerry Killinger. Part of the expansion occurred through a series of acquisitions. In 1999, for example, WaMu purchased Long Beach Financial, a Californiabased lender specialized in subprime mortgages – loans to borrowers with poor credit. 13 Over the course of a few years, WaMu increased its retail banking network from 412 stores on the West Coast in 1996 to 1,700 locations across the country by 2003. 14 WaMu became known as a particularly aggressive lender, willing to extend loans even to clientswith low incomes or poor credit histories. 15 In 2003, as part of this WaMu’s expansion, the bank introduced an advertising campaign backed by the slogan “The Power of Yes. ” While some of WaMu’s loans were financed by the bank’s large deposit base, the majority were securitized –i. e. , pooled and packaged – and then sold to the secondary market. Sustained by a buoyant housing market, Wamu shareholders collected substantial profits between 2000 and 2004 (see Exhibits 3a and 3b). In 2004, for example, U. S. home prices appreciated by nearly 20 percent.
Urban areas in California, Florida, Nevada, and Arizona experienced particularly rapid price appreciation. In an environment of rapid housing price appreciation, a borrower who suffered a decline in household income could avoid default by selling or refinancing the home. As housing prices rose, WaMu expanded its product mix from home loans and home equity loans into lines of credit, subprime mortgages, and other real estate products. WaMu was an early seller of mortgage products known as “option ARMs,” which were adjustable rate mortgages that offered low initial payments designed to escalate over time.
For WaMu, these loans were attractive because they carried high fees, and allowed the bank to state profits for interest payments that borrowers had not paid yet. In 2003, adjustable rate mortgages comprised about a quarter of WaMu’s lending portfolio; by 2006, about 70 percent. 16 Housing prices in most U. S. markets peaked in 2005, as shown in Exhibit 4. As housing prices leveled off in 2006 and began to fall in 2007, (see Exhibit 4), WaMu profits initially remained relatively flat. In 2006, WaMu posted profits of $3. 5 billion on $13. 5 billion in total revenue.
Nevertheless, the bank took some precautionary measures, cutting jobs in an effort to contain costs. 17 It was in this environment of cooling home prices that WaMu turned to the covered bond market in late 2006. 4 Washington Mutual’s Covered Bonds 209-093 WaMu’s Covered Bond Program WaMu entered the covered bond market in September 2006 with a dual-tranche 4B EUR issue. 18 One tranche followed closely by analysts was a €2 billion 5-year fixed rate issue, maturing on September 27, 2011. The bond paid a coupon of 3. 875 percent and was not callable. 19 At the time the bond was issued, WaMu was the only covered bond issuer outside of Europe. (The remaining covered bonds were issued in May 2007 and matured in 2014). WaMu’s covered bonds were popular with investors – the initial placement of the bonds was four times oversubscribed. 20,21 While it was impossible to tell the exact identities of the current holders of the bonds, it was widely speculated that the Euro-denominated bonds had ended up with European pension funds and banks. The covered bonds initially traded at a yield to maturity of 3. 90%, compared to the yield on a 5-year German government bond of 3.62%. LIBOR, the average dollar denominated interbank rate was 5. 40% and EUROIBOR, the average interbank lending rate denominated in Euros was 3. 06%. The covered bonds were issued by WM Covered Bond Program (WMCB), a statutory trust organized in the State of Delaware. The covered bonds were secured by a series of mortgage bonds issued by WaMu Bank and purchased by WMCB, who sold the bonds via a placement agent to institutional investors. The mortgage bonds, in turn, were secured by a pool of residential mortgage loans owned and serviced by WaMu Bank.
The covered bonds could also be secured by “substitution assets” pledged by WaMu Bank. 22 Exhibit 5 summarizes the structure of Washington Mutual’s covered bond program. Under the terms of the covered bond program, each series of mortgage bonds was held as collateral for a separate series of covered bonds, and would secure only that series of covered bonds. However, if Washington Mutual Bank were to default on any of its mortgage bond obligations, each series of the covered bonds would share pro rata in any proceeds from the cover pool.
As holder of the mortgage bonds, WMCB was required to use the proceeds to pay interest and principal on the related series of covered bonds. However, as the covered bonds were denominated in Euros, WMCB first had to swap the dollar proceeds from the mortgage bonds into Euros. The swap program, typical of covered bond programs, was used to manage timing and currency mismatches between payments to the covered bond holders and payments from the underlying portfolio of mortgages.
The asset monitor of the cover pool periodically applied an “asset coverage test” to check that the mortgages in the pool would be sufficient to pay the interest and principal on the covered bonds. A breach of the asset coverage test would constitute default for WaMu Bank, which would then allow the monitor (who also, in this case, acted as a trustee) to enforce its interest over the cover pool. Provided that WaMu Bank preserved investment grade status, the asset coverage test would be performed annually or anytime that a substitution was made in the cover pool.
But, as WaMu Bank had recently been downgraded, the program required that the asset coverage test be performed monthly. The Asset coverage test: If on any “determination date”23 the adjusted aggregate loan amount was less than the aggregate principal amount of all outstanding mortgage bonds, then WaMu Bank was required to add additional eligible mortgage loans. The adjusted aggregate loan amount was the lower of (a) the sum of the Loan-to-Value current balance of each mortgage loan in the cover pool, which was itself the lower of (i) the unpaid principal balance and (ii) the indexed valuation of the loan multiplied by 0.75; and (b) AP times the sum of the “adjusted current balance” of mortgage loans in the cover pool, which itself was the lower of (i) the unpaid principal balance of the respective 5 209-093 Washington Mutual’s Covered Bonds loan, and (ii) the index value of the mortgage loan. Indexed valuations were based on regional housing indices. 24 AP denoted the “asset percentage,” usually 93 percent, although this figure could be revised downwards if the ratings agencies felt that expected loss rates on the underlying mortgages could be higher. The expected losses would be based on Standard and Poor’s or Fitch, two of the three ratings agencies.
Some analysts felt that the ratings agencies had been increasingly cautious in recent months, revising upwards loss rates on mortgage backed loans. As shown in Exhibit 6, the asset percentage had been lowered to 67 percent. Under the terms of the covered bond program, WaMu Bank was not allowed to merge or consolidate with any other persons or entity, or to change its bank holding company status, unless the new entity acquired all assets of the issuer and agreed to the punctual payment of principal and interest on the mortgages bonds. Distress at WaMu
WaMu’s 2007 first-quarter profit, reported in April, showed a roughly 20% decline relative to Q1 2006. At the time, the U. S. economy was approaching a sharp decline in housing starts and sales, and the business press warned against an inevitable run of foreclosures. CEO Kerry Killinger spoke publicly of “unprecedented deterioration” in the subprime-mortgage market. Inventories of unsold homes were reaching their highest levels in eighteen years, with the supply of single-family homes on the market, which had averaged six months historically, reaching 10 months nationally.
In California, the supply of single-family homes in inventory stood at 15 months. By December 2007, WaMu’s stock price reached a low of $13. 07,25 as the bank cut its dividend by 73%. 26 Throughout banking and financial services, evidence pointed to sector-wide failure: In February, leading London bank HSBC, whose American mortgage unit HSBC Finance had originated the majority of U. S. subprime mortgages, announced $11 billion in write-downs to offset anticipated losses related to failed loans. 27 In March, Bear Stearns shut down two of its hedge funds, in the midst of large losses.
https://www.mayerbrown.com/-/media/files/perspectives-events/events/2020/10/covered-bonds-updatepresentation.pdf
WaMu and BofA
• There has been some issuance by U.S. banks
• Washington Mutual issued its first series of covered bonds in Europe in 2006
• Bank of America followed with a covered bond issuance in 2007
• Both programs were curtailed by the financial crisis, in WaMu’s case by insolvency.
• In the absence of a statute, the structure used to emulate a statutory covered bond
was expensive at the time and even more expensive today
• It is unlikely that a U.S. bank would use this structure todayWashington Mutual provides an example of the benefits of covered bonds
• FDIC transferred the covered bonds and the collateral pool to JPMorgan
• JPMorgan assumed the obligation on the outstanding covered bonds
• The rating on the bonds instantly went up
• Washington Mutual senior bondholders received pennies on the dollar
U.S. Bank Issuance
• Favorable outcome for WaMu CB holders
• WaMu structure is too expensive and complicated post crisis
• Perhaps the Canadian structure, but true sale questions could exist
• Probably legislation is necessary
• GSE reform first
• Dodd-Frank limits on bank investments and activities; no cash shortfalls at banks
• Little RMBS activity; but it is finally starting to grow
Wmcb
Washington mutual covered bonds
Like MBS are protected from bankruptcy
WaMu covered bonds rally, pass key investor test
Al Yoon
NEW YORK, Sept 26 (Reuters) - Covered bonds issued by Washington Mutual Inc jumped on Friday after U.S. regulators affirmed the supporting assets would be assumed by JPMorgan Chase & Co, easing investor doubts of how the securities may be treated in a bank insolvency.
Yield spread premiums on WaMu (WM.N) covered bonds narrowed as much as 500 basis points to 100 to 300 basis points above the six-month Euribor benchmark, a dealer said, noting thin volume.
The Federal Deposit Insurance Corp, after inquiries from dealers, told investors that covered bond assets would be included in the WaMu debt acquired by JPMorgan (JPM.N) after the troubled Seattle-based savings and loan institution was shuttered by regulators.
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Taking covered bond assets, while leaving unsecured creditors out, provides a much-needed precedent for U.S. investors who will soon be asked to buy more of the debt, analysts said.
Investors have been wary that they would be too exposed to the financial health of the issuer, which ultimately backs payments on pools of loans supporting covered bonds.
"It's clearly differentiating senior unsecured debt from the covered bond debt," said Tim Skeet, managing director and head of covered bonds at Merrill Lynch & Co. in London. "A lot of investors had been saying 'what's the difference between the two.' Here's the answer."
The precedent is important in the U.S. where the government is encouraging four large banks to foster a market in covered bonds to funnel cash to the housing market.
Covered bonds are supported by pools of loan that remain on the bank's balance sheet, whereas traditional securitizations issue mortgage-backed securities from off-balance sheet trusts.
WaMu pioneered the program in the U.S. with euro-denominated issues in 2006. Bank of America Corp. followed -- issuing euro- and dollar-denominated bonds -- but investors questioning how the debt was structured and regulated largely abandoned the U.S. market as the credit crunch set in.
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Covered bonds are a main source of mortgage funding in Europe, dating back to the 18th century.
It's "positive for the formation of a U.S. covered bond market," Michelle Bradley, an analyst at Morgan Stanley, said in a client note. "The treatment of WaMu covered bonds should be a huge source of confidence for U.S. investors" who are not as familiar with the market as European buyers, she said.
The strength of the bank backing the cover pool will still factor into the price of the bond, however.
According to Fitch Ratings, assets covering WaMu bonds as of July were about 20 percent payment-option adjustable-rate loans, products especially prone to foreclosure as they allow balances to rise as home values fall.
Fitch Ratings upgraded its ratings on WaMu's covered bond program to "AA-minus" from "BBB-plus," and placed the outlook on "rating watch positive." (editing by Gary Crosse)
Our standards: The Thomson Reuters Trust Principles.
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Covered Bonds – Surviving issuer
defaults
Timothy Lopes | Senior Executive
Date – 19th June, 2020
VINOD KOTHARI CONSULTANTS PVT. LTD.
Kolkata
1006-1009 Krishna Building
224 AJC Bose Road
Kolkata – 700017
Phone: 033- 2281 7715/ 1276/ 3742 E: finserv@vinodkothari.com
Delhi
A-467, First Floor, Defence Colony,
New Delhi-110024 Phone: 011 6551 5340 E: delhi@vinodkothari.com
Mumbai
403-406, 175, Shreyas Chambers, D.N. Road, Fort,
Mumbai – 400001
Phone: 022 – 22614021 / 022 6237 0959
E: bombay@vinodkothari.com
Overview
Covered bonds are interesting securities that combine the features of securitisation with the traditional mode of financing through corporate bonds, leading to what can be called an “on- balance sheet securitisation”. Backed by a pool of mostly mortgage receivables, these bonds provide a dual recourse to both, the issuer and the underlying pool, in that order.
These bonds are designed to continue to pay investors as per the original terms until maturity even in cases of an issuer default.
A Moody’s report shows a list of 33 cases where covered bonds continued to survive even in case of issuer defaults.
In this write up the author attempts to go to the grass roots of as many cases of issuer defaults and establish the reason for cover bonds survival.
Table of Contents
Introduction........................................................................................................................................ 3 Default in case of covered bonds....................................................................................................... 3 Cases of issuer defaults ...................................................................................................................... 3
United States of America ................................................................................................................ 3 Austria ............................................................................................................................................. 4 Cyprus ............................................................................................................................................. 4 Portugal ........................................................................................................................................... 5 Italy.................................................................................................................................................. 5 Greece ............................................................................................................................................. 5 United Kingdom .............................................................................................................................. 6 Ireland ............................................................................................................................................. 6
Conclusion .......................................................................................................................................... 6
Covered Bonds – Surviving the inevitable
Key areas of discussion
1. Introduction to covered bonds
2. Cases of issuer defaults and its effect on covered bonds
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Introduction
A covered bond is a debt instrument that borrows from securitisation as well as the old age secured lending tradition. Covered bonds are entirely the obligation of the issuer, however, unlike in the case of traditional corporate bonds, they are backed also by the pool of assets usually consisting of residential mortgages or other debt.
Covered bonds have a dual recourse feature – the issuer, and the underlying pool, in that order. Covered bonds are generally issued by mortgage-lending banks in Europe. Therefore, a default of covered bonds may occur only the issuing banks face the risk of default. Even if that were to happen, the extent of over-collateralisation in the cover pool may be sufficient to hold the bondholders safe. The recourse that the bondholders have against the loan pool is further strengthened by inherent support in a mortgage loan in form of the LTV ratio.1
European banks have a high dependency on covered bond issuances. With a history of more than 250 years now, covered bonds would have withstood various calamities and disruptions, both economic and natural, over the years. Covered bonds have not seen defaults over all these years.
Default in case of covered bonds
As per a Moody’s report2, no covered bonds defaulted between 1997 and 2019, even though 33 covered bond issuers defaulted during this period. Covered bonds have performed steadily, both during and after the financial crisis.
This reflects the ability of covered bonds to withstand a crisis situation. Even if the issuer defaults and enters bankruptcy proceedings, servicing of covered bonds generally continues. Further, regulatory certainty in most countries provides relief to covered bond investors. In most European countries, covered bonds law specifies how they will be treated in case of a default.
Out of the 33 cases above, we have tried to analyse as many cases to try and establish the reason for covered bonds survival despite issuers defaulting on other debt obligations.
Cases of issuer defaults
United States of America
Washington Mutual Bank (WAMU) –
The case of Washington Mutual Bank (WAMU) is an interesting one. Back in 2006, WAMU became one of the first entities in recent history to issue covered bonds. Under the program, mortgages underwritten by WAMU were sold to the Washington Mutual Covered Bond Program, a statutory trust created to ring fence and separate the cover pool from the rest of Washington Mutual. The covered bonds were then issued to investors and secured with the mortgages3.
On September 25, 2008, the Federal Deposit Insurance Corporation was appointed the Receiver of Washington Mutual Bank owing to its deteriorating financial conditions caused by the global
1 Refer to Covered Bonds and the COVID disruption
2 See Rating transition rates for covered bond deals, 1997-2019: www.moody.com
3 See “Uncovering” The Cost Of Regulatory Uncertainty by Karan Bhanot and Carl Larsson
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financial crisis. Up until this point, there was regulatory uncertainty about the treatment of covered bonds in case of a failing bank.
Prior to 2008, the FDIC could undertake either of the three courses when appointed as a receiver of an insolvent bank with outstanding covered bonds –
(i) repudiate the secured bonds and pay principal and interest accrued up to the date of insolvency to the trust,
(ii) transfer the obligation on the secured bonds and the pool of mortgage loans to an assuming bank, or
(iii) permit the indenture trustee for the secured bonds to liquidate the pool of mortgage loans and pay the trust principal plus accrued interest up to the date of payment.4
There was no certainty as to which of the three courses the FDIC would pursue.
However, in April, 2008 the FDIC issued an interim policy statement on Covered Bonds, to mitigate uncertainty with respect to its treatment. The final policy statement was issued in August, 2008. The policy statement provided regulatory clarity by granting expedited access to covered bond collateral if the issuing institution fails and is placed into conservatorship or receivership and meets certain criteria.
The FDIC as receiver of WAMU, entered into a Purchase and Assumption Agreement dated September 25, 2008 with JPMorgan Chase Bank (Assuming Bank) and transferred substantially all WAMU's assets and liabilities to JPMorgan Chase. The Assuming Bank continued to service the covered bonds interest and principal payments till maturity of the covered bonds, which is ultimately how the covered bonds survived.
Austria
Hypo Alpe-Adria-Bank International AG (Heta) –
Austrian Financial Market Authority's (FMA) announced on 01st March 2015 initiation of resolution measures on Heta. The Financial Market Authority deferred the maturity and interest payment dates of most Heta debt instruments until 31 May 2016. Importantly HETA’s covered bonds were among certain others instruments explicitly exempted from this moratorium5.
Further, following a rejected offer to buyback securities at a discount, creditors were presented with the option to swap into a zero-coupon bond guaranteed by the Austrian government on a 1:1 ratio for Heta senior debt and on a 1:2 ratio for subordinate debt. Again, HETA’s covered bonds were not affected by the measures. In October 2016, 98.7% of HETA bondholders accepted the tender offer.
Cyprus
Bank of Cyprus -
The Bank of Cyprus had a major profit fall in 2012 due to increased provisions for impairment of loans (as a result of the continuing deteriorating economic conditions) as well as reduced operating income. Further, the Bank cancelled interest payments on its debt securities during 2012, in accordance with the terms of the issue (which allowed the bank sole discretion to cancel interest payments to meet capital adequacy requirements). Since the Groups capital adequacy ratios were negatively affected, it was placed under administration and underwent restructuring and
4 Refer to Co-published Covered bonds guide: US
5 Source: European Covered Bond Council (EBCB): Fact book 2019
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recapitalisation in March, 2013. Covered bonds were not part of the restructuring and recapitalisation plan.
In Cyprus, the Covered Bonds Law of 20106 governs the treatment of covered bonds in case of issuer defaults and specifies that in case where the issuing credit institution is subject to dissolution proceedings, a qualified person assumes the management of the cover assets in order to continue the servicing of the covered bonds. In such a case, if the claims arising from the covered bonds are not satisfied in full from the realisation proceeds of cover assets, the covered bond holders are, with respect to the unsatisfied part of their claims, unsecured creditors of the credit institution that is subject to dissolution proceedings.
Thus, in the case of Bank of Cyprus the servicing on covered bonds continued despite the bank being under administration.
Portugal
The case of Novo Banco -
As per the EBCB Fact book, 2019, in November 2015, the European Central Banks (ECB) stress test revealed additional capitals need at Novo Banco of at least EUR 1.4bn. A month later, the Bank of Portugal transferred five bonds of Novo Banco with a total volume of EUR 1.9bn back to Banco Espirito Santo (BES), which was setup as bad bank after the rescue of the troubled BES group. All five bonds were issued by BES before the banks rescue under Portuguese law.
After the transfer of the bonds to the bad bank, the cash price dropped from roughly 90% to below 20%. At the same time, the transfer significantly improved Novo Banco’s capital position.
The relevant point to be noted here is that covered bonds were exempted again.
Italy
Recapitalisation of four small banks -
Another notable reference can be made to the EBCB Fact Book, 2019, wherein in November 2015, the Bank of Italy rescued four smaller Italian banks (Banca delle Marche, Banca Popolare dell’Etruria, Cassa di Risparmio di Ferrara und Cassa di Risparmio di Chieti).
The largest domestic credit institutions UniCredit, Intesa Sanpaolo and UBI Banca as well as the Italian deposit guarantee fund were required by the supervisor to contribute about EUR 3.6bn. As part of the rescue process, the non-performing loans of the four troubled banks were transferred onto a bad bank, subordinated creditors were bailed in, while senior unsecured and covered bond creditors were spared.
This is another example where covered bonds (and senior unsecured) were exempted from a bail-in.
Greece
Alpha Bank AE –
In the year 2015 a bank holiday was announced on 28th June, 2015 which lasted until 19th July, 2015. Owing to several stress scenarios, the ‘Debt securities in issue and other borrowed funds’ underwent a distressed exchange. In the fourth quarter of 2015 the Bank proceeded to an exchange of senior,
6 Refer to:
https://www.centralbank.cy/images/media/pdf_el/UNOFFIC__TRANSL_OF_THE__LAW__KALYMMENA__AXIO GRAFA_EN.pdf
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subordinated and hybrid securities issued by Group companies, with non-transferable receipts issued by the Bank. The exchange offer aimed to cover the capital needs of the Bank. Senior securities with a nominal value of € 984.9 million as well as subordinated securities and hybrid securities with a total nominal value of € 100.9 million were included in the exchange offer. Under the terms of the offer the securities are exchanged for shares of a value equal to 100% of nominal amount for senior, 85% of nominal amount for subordinated and 50% of nominal amount for hybrid securities, including the accrued interest for each security and excluding the non-innovative hybrid title.
The above ‘Debt securities in issue and other borrowed funds’ does not include covered bonds. As at 31.12.2015, the balance of the covered bonds of the Bank amounted to €5 million. The value of mortgage loans provided as coverage for these bonds amounted to €18 million (which seems to be more than sufficient to have covered the payments in covered bonds.
United Kingdom
The Co-operative Bank plc –
Restructuring and recapitalisation of the Company took place in September, 2017 which resulted in the exchange of all Subordinated Notes held by Subordinated Noteholders for A shares in the Holding Company and the Mandatory Cancellation of the 2023 Notes held by Retail Noteholders in consideration of the payment by the Bank of the Retail Cash Consideration to Retail Noteholders.
Covered bonds remained unaffected in the above mentioned restructuring plan.
Ireland
Irish Bank Resolution Corporation (in Special Liquidation) -
The Irish Bank Resolution Corporation was placed under special liquidation in February, 2013, with the passing of the IBRC Act, 2013. As per the Act, all borrowers' loans were initially be managed by the special liquidators and all debts due to IBRC remained due and enforceable.
Portfolios of assets including the mortgage book of IBRC were to be identified by the special liquidators who would oversee an independent valuation and sales process of such assets to third party bidders. The proceeds of these sales will be used to repay creditors.
This continuation of loans being due to IBRC likely kept covered bonds afloat. Further, in case mortgages were sold to third parties, the proceeds would have been used to repay covered bond investors.
Conclusion
Looking into these cases, we see that covered bonds have an added protection as their treatment in case of crisis situations is predefined by legislation. These bonds are designed to withstand such situations given their dual recourse feature and hence prove to be an ideal solution in crisis events.
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Other relevant articles-
1. Covered bonds and the COVID disruption
2. Introduction to covered bonds
3. The Name is Bond. Covered Bond.
4. Securitisation and covered bonds for housing finance
5. Conditional Pass-Through Covered Bonds: A New Innovation
6. Some notable structured covered bonds globally
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Should Financial Institutions Use Covered Bond Financing? by
Karan Bhanot and Carl Larsson1
Abstract
Recent bond offerings by US Banks are backed by collateral that is ring-fenced but held on the balance sheet of the bank (also called “covered bonds”). Using a theoretical model we show that contingent liquidity provided by covered bonds benefits equity holders especially when their private assessment about the quality of collateral is high, and there is limited access to bank deposit growth. The cost of covered bond financing is borne to an extent by the taxpayers depending on the nature of collateral. Regulatory uncertainty coupled with higher leverage makes covered bond financing more costly for precisely those institutions that could benefit from contingent liquidity. We relate the agency cost implications of covered bond financing to hand-collected quarterly cover pool statistics of a recent US covered bond issue by Washington Mutual.
JEL classification: G2, G21, G28
1 Professor of Finance and Graduate Student respectively, Department of Finance, College of Business Administration, University of Texas at San Antonio, One UTSA Circle, San Antonio, TX 78249. Emails karan.bhanot@utsa.edu and carl.larsson@utsa.edu. Phone number for both authors: 210-458-7429, Fax for both authors: 210-458-6320. Initial work on this paper was completed when the first author was a Visiting Professor at the Stern School, New York University. Corresponding author- karan.bhanot@utsa.edu.
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Should Financial Institutions Use Covered Bond Financing?
Abstract
Recent bond offerings by US Banks are backed by collateral that is ring-fenced but held on the balance sheet of the bank (also called “covered bonds”). Using a theoretical model we show that contingent liquidity provided by covered bonds benefits equity holders especially when their private assessment about the quality of collateral is high, and there is limited access to bank deposit growth. The cost of covered bond financing is borne to an extent by the taxpayers depending on the nature of collateral. Regulatory uncertainty coupled with higher leverage makes covered bond financing more costly for precisely those institutions that could benefit from contingent liquidity. We relate the agency cost implications of covered bond financing to hand-collected quarterly cover pool statistics of a recent US covered bond issue by Washington Mutual.
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Should Financial Institutions Use Covered Bond Financing?
1. Introduction
Covered bonds are debt obligations of banks that are secured by a pool of assets, usually consisting of residential mortgages. The cover pool is ring-fenced, i.e., the assets serve as collateral for the covered bonds only. Also, the cover pool assets remain on the balance sheet of the issuer (Section II provides an overview of the covered bond market). While covered bonds have a long history in Europe (Bernanke 2008), recent issues by Washington Mutual and Bank of America constitute the first two issues of covered bond offerings in the US. A Federal Deposit Insurance Corporation (FDIC) policy statement notes2:
“Insured depository institutions are showing increasing interest in issuing covered bonds. Proponents argue that covered bonds provide new and additional sources of liquidity and diversity to an institution's funding base.”
After these bonds were first introduced in the United States in 2006, the Federal Deposit Insurance Corporation (hereafter FDIC) issued a Covered Bond Policy Statement on actions it would take in handling the covered bonds of a failed financial institution. However, the FDIC gives little indication about how the collateral of covered bonds would be treated in the case of issuer bankruptcy. Ideally, covered bond holders should hold a priority claim on the cover assets. Uncertainty surrounding the legal ownership of the cover assets during bankruptcy, however, can decrease recovery rates expected by investors, and thus increase the cost of financing via covered bonds. This paper asks the following questions not previously addressed in the literature:
• When is the liquidity provided by covered bonds optimal relative to other sources of liquidity? How does regulatory uncertainty about the status of covered bonds impact this choice?
2See FDIC policy statement at: http://www.fdic.gov/news/news/press/2008/pr08060a.html.
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• What are the systemic implications of covered bond financing and the overall costs imposed by the banking system on the FDIC?
We answer the questions posed using a framework in the spirit of Flannery (2010). We start with a two period model wherein a bank may encounter a profitable project in the interim. These assets can be financed by covered bonds, unsecured debt or securitization via a Special Purpose Entity (SPE). We address the costs and benefits of each mode of financing from the perspective of the firm’s equity holders.
Our model shows that covered bond financing is costly for existing equity holders relative to unsecured debt when there is full information because equity holders implicitly insure the covered bond holders. However, the upside potential of the asset payoffs that accrue to equity holders may exceed these costs in some instances. When assets are financed via unsecured debt, the cash flows from existing and new assets are pooled and cannot be disentangled. The comingling of new and existing assets changes their risk profile and alters the probability of insolvency. Equity values reflect the impact of the change in the asset risk profile and the costs of insolvency plus the gains on the upside. Hence the incremental benefit of covered bonds over unsecured debt accrues only if the tax benefits coupled with the comingling of assets and their impact on the probability of bankruptcy exceeds the corresponding payoffs for covered bonds.
Covered bond structures have certain similarities with securitization in that investors have a claim to a ring-fenced, bankruptcy remote pool of assets that is segregated from the parent bank. However, covered bonds are distinct from securitization insofar that investors have recourse to both the cover pool and the parent bank. Also, the cover pools assets can be switched in the interim. The key benefit of an SPE is that it can be structured so that there is no event that may trigger default. In the absence of bankruptcy costs and with full information, we show that payoffs to Equity holders for SPE financing and covered bond financing are similar.
Our analysis focuses primarily on US covered bonds wherein potential covered bond issuers include US depository institutions that hold deposits insured by the FDIC. We examine the change in expected cost borne by the FDIC when the capital structure consists of covered
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bonds. When project financing opportunities are correlated, many banks may use covered bonds at the same time thereby increasing the amount of covered bond financing in the system. In the aggregate, this may increase the overall perceived systemic risk under certain conditions. Counteracting this rise in systemic risk is that weaker institutions are naturally discouraged from the use of covered bond financing because of regulatory uncertainty.
An interesting feature of covered bonds is that the cover pools are actively managed by the issuer. This allows nonperforming collateral to be replaced on a periodic basis. In the absence of a vigilant asset monitor, however, it also makes the cover pool susceptible to ex-post manipulation. In particular when the private assessment of asset quality is low, the issuer has an incentive to move collateral to the cover pool and switch it with better quality assets. We motivate a theoretical analysis of the potential for these incentives with hand-collected quarterly cover pool statistics of a recent US covered bond issue.
Our paper contributes to the literature on the moral hazard problem between banks and providers of deposit insurance (e.g., Merton (1977), Kareken and Wallace (1978), and Boyd, Chang, Smith (1998)). Covered bonds allow issuing institutions to keep loans on balance sheet in contrast with the traditional securitization model whereby credit risk is transferred to end investors. Thus, the structure of covered bonds solves issues examined in the literature that allow financial intermediaries to dominate direct investment, including monitoring (Diamond 1984), collateral and monitoring (Rajan and Winton (1995)) information reliability (Leland and Pyle (1977), Campbell and Kracaw (1980)), and banks as commitment mechanisms (Calomiris and Kahn (1991)). The covered bond structure provides an alternative solution that mitigates the moral hazard problem of loan sales and securitization identified in Pennacchi (1988) and in some cases. The paper also related to the stream of research on securitization (Wynant (1980), John and John (1991), Gorton and Souleles (2007), Gorton and Metrick (2012)).
The article is organized as follows. Section II has the institutional background. Section III outlines the basic model and our benchmark case and provides a model of covered bond financing with full information. Section IV analyzes the optimality of covered bonds in the
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presence of regulatory uncertainty. Section V discusses other sources of financing, including unsecured debt and securitization. Section VI analyzes the impact of covered bonds issuance for the FDIC. Section VII discusses the role of private information and agency issues related to the Washington Mutual experience on covered bond issuance. Section VIII concludes.
II. Institutional Background
Covered bonds are debt obligations of banks secured by a ring-fenced, bankruptcy remote pool of assets, the cover pool. The cover pool is typically overcollateralized, remains on the balance sheet of the issuer, and is dynamically managed such that any nonperforming loans must be periodically (e.g., on a monthly or quarterly basis) replaced with eligible collateral. As long as no default occurs, the interested and principal payments made on covered bonds originate from the general cash flows of the issuer. In the case of issuer bankruptcy, covered bond investors retain a dual-recourse claim which consists of (1) a priority claim on the ring-fenced cover pool, and (2) an unsecured claim on the general insolvency estate of the bank. See Figure 1 for a stylized diagram of key covered bond characteristics.
Covered bonds have a long history that can be traced back to 18th Century Prussia. Following the destruction of the Seven Years’ War (1756 to 1763), the Prussian nobility faced a credit shortage that threatened to hamper rebuilding efforts (Verband Deutscher Pfandbriefbanken (2005)). As a solution, Frederick the Great of Prussia introduced the first covered bonds, or in German, Pfandbriefe, literally, “letters of pledge” (Quirk (2010)). Today, roughly 20% of European Union private mortgages outstanding are financed by covered bonds, and total European covered bond principal outstanding exceeds 2.5 trillion Euros (ECBC (2011)).
More recently, Washington Mutual and Bank of America became the first US-based financial institutions to issue covered bonds in 2006 and 2007, respectively. In 2008, the Federal Deposit Insurance Corporation (FDIC) released a covered bond policy statement and the
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US Treasury released a best-practices guide to support the fledgling market and potentially foster additional covered bond issuance by US financial institutions.
Despite the efforts of US regulators to establish a set of rules and best-practices for covered bonds, the US does not currently have statutes in place needed to codify the legal status of the on-balance sheet, ring-fenced cover pool in the case of issuer bankruptcy. As a result, US firms have taken to issuing what are typically referred to as structured covered bonds. As an example of a structured covered bond, we present the Washington Mutual Covered Bond Program structure in Appendix A. Washington Mutual issues Mortgage Bonds secured by an on-balance sheet pool of residential mortgages. These Mortgage Bonds are held by a statutory trust, and are then used as security for covered bonds issued to investors. In the case of issuer insolvency, the Mortgage Bonds are accelerated and proceeds to the trust are invested in a guaranteed investment contract that provides the cash flows needed to continue making coupon and principal payments on the covered bonds
Of course, the cost of funding via covered bonds is tied directly to the perceived value of the underlying cover assets during times of financial distress. Importantly, covered bonds are predominantly backed by pools of high-quality assets. These typically consist of high-quality residential mortgages, though commercial mortgages, shipping loans, and public sector debt may sometimes be used. In legislative covered bond countries, the quality of the cover assets can be mandated. For example, legislation can set minimum requirements on loan-to-value ratios, geographical distribution, and rating levels with which all cover assets must comply (Packer, Stever, Upper (2007)). In the US, the FDIC covered bond policy statement and US Treasury best practices document provide guidance for the type and quality of cover assets.
Investors in covered bonds depend on an appointed asset monitor to monitor and periodically assess the loans and other eligible assets within the cover pool. The asset coverage tests involved checking that an adjusted measure of the aggregate loan amount remains above the aggregate principal amount of the outstanding bonds and ensuring that all cover assets meet minimum underwriting requirements related to loan-to-value ratios, FICO scores, and
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delinquency rates, among others. Failure to meet minimum requirements can trigger technical default as well as an increase in required credit enhancements. Some monitoring responsibilities also fall on the ratings agencies, such as Standard and Poor’s and Fitch, whose expected loss rates on underlying mortgages affected the minimum acceptable standards of the asset coverage tests.
Cover pools are dynamically managed by (and at the expense of) the issuing institution; that is, banks are required to bolster the cover pool with additional eligible mortgages should it fail to meet any of the required asset coverage tests. The result of this feature of covered bonds is that it allows covered bond issuers to “put skin in the game”. Covered bond issuers bear the full brunt of the pool’s expected losses (default rate x loss given default). This stands in sharp contrast to the “originate to distribute” aspect of traditional securitization structures in which much of the credit risk of the underlying pool can be transferred to outside investors.
The demand for covered bond products is evidenced by the issuance of around $30 billion of US dollar denominated covered bonds in 2010 (Marlatt, (2011)). In 2013, the Royal Bank of Canada issued the first covered bonds registered with the US Securities and Exchange Commission (SEC).
III. Model – The Benefit of Covered Bonds
A. Existing assets and liabilities of a bank and the investment opportunity
Figure 2 depicts the capital structure of a bank and the evolution of bank assets between t=0
and t=2. The assets are financed by insured deposits ( D0 ) and equity ( E0 ) at time t=0.3 The value of unlevered assets at t=0 is denoted G0 . We first exclude unsecured debt from the
financing mix. This provides considerable reduction in complexity without changing the main results.
3 These are FDIC insured deposits.
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The risk-free rate is set to zero and all market participants are risk neutral. The value of secured deposits is D0 . These deposits are returned to the depositor at t=2. Because secured
depositors are backed by deposit insurance, they are made whole in case of insolvency. Therefore, the face value of secured deposits equals the t=0 deposit: FD = D0 . In other words,
depositors do not require a premium for bankruptcy risk.
Assume that the bank encounters an investment with probability q at t=1 that requires a cash
outflow, N1 . The unlevered assets at t=1 conditional on the financing are G0 + N1 . We assume that the time 2 asset values are uncertain and the return is uniformly distributed between
a high and low value: rG ?[rH ,rL ] so that the corresponding asset values are G2 ?[GH ,GL ] where GL < FD < GH . Therefore with risk free rates at zero, the expected present value of
time 2 asset values equals the current value of the asset: G0 = GH + GL . Similarly, the new 2
asset values change in consonance with the existing bank assets rN ?[krH ,krL ] where k is a constant so that N2 ? [NH , NL ] and N1 = N H + N L .
2
Case when bank does not invest (q=0)
First consider the case where there is no organic deposit growth, and the bank does not
invest at t=1. This is equivalent to the case where q=0. The end-of-period unlevered asset value, G2 , determines the payoffs to the firm’s depositors and equity holders. At time t=2 the
bank survives with probability pno such that asset values increase so that depositors can be repaid in full. Insolvency occurs at t=2 with probability (1- pno ), when G2 < FD . The
probability of these events depends on leverage: p no (G0 , FD ) = GH - FD . As in standard GH -GL
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structural models of default, the probability of survival is decreasing in the extent of leverage: p''no (FD )< 0 . For simplicity, we assume that equity holders do not receive any payouts in
bankruptcy. Thus, the equity value Eno at time t= 0 is given by the payoffs were the asset 0
values to increase:
no??GH -D0 ??
E0 =?(G2-D0)f(G)dG=p?? 2 ?? (1)
no
G2 >D0 ?? ??
where pno = GH - FD . Insured deposits do not include a tax benefit since the risk free rate is
GH -GL
set to zero, and there are no insolvency costs borne by the depositors in the presence of the FDIC
guarantee.
Investing with covered bonds
Given the benchmark case we are now in a position to analyze the implications of covered bond financing of the new assets. Assume the bank realizes a new investment opportunity at
t=1 with value N1 and finances it with covered bonds. Denote the proceeds from selling covered bonds as C1 = N1, and the face value of covered bonds owed at the end of the period as
FC . The collateral for the new assets is a cover pool composed of the new assets. In addition
to the new assets the cover pool also includes a proportion, ? <1, of existing bank assets (the credit enhancement in covered bonds). Suppose that the extent of over-collateralization, ? , is large enough to pay off the covered bonds even if there is a capital loss in the final asset values:
?GL +N2 =N1 =FC (2)
Figure 2 shows the outcomes for covered bond financing. When the bank survives and the cover pool asset values are higher than the face value of covered bonds at maturity, the excess collateral is returned to the bank. However in bankruptcy, excess collateral accrues to the
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depositors, and equity holders do not receive any inflow. The new equity value at time t=0 is given by (suppressing the dependence of the probability of each state):
( "G-D%+ ( "G-D% "N-F%+ E0cb=(1-q)*pno$ H 0'-+q*pcb$ H 0'+pcb$ H C'- (3)
) # 2 &, ) # 2 & # 2 &, !##"##$ !#####"#####$
payoff with no new investment payoff with new investment
where the superscript cb denotes covered bond financing and the probability of insolvency is pcb = pcb ((1-?)G0 ,FD )< pno . Equation (3) has two parts. The first component is the payoff
to equity holders when there is no new project investment opportunity, which occurs with probability (1-q). The second component is the payoff were the firm to sell covered bonds, with probability q. In this case, equity holders receive the residual value of the original assets, plus the return of excess cover assets after retiring the covered bonds at face value. The latter payoff is represented in the second term of the second bracket. Comparing equation (3) with our benchmark case in equation (1) gives:
Proposition 1: Equity values with covered bond financing are higher than the case when the bank does not invest in new assets when:
cb no cb no ??GH -D0 ?? cb??NH -FC ??
E0 -E0 =(p -p )???? 2 ????+qp ???? 2 ????>0
$!!!#!!!!" $!!#!!"
Proof:
. (4) Follows directly from equations (1) and (3) where pcb = pcb ((1-?)G0 ,FD )< pno .
impact of change in upside of new asets prob. of solvency
The key point made in Proposition 1 is that, in the absence of deposit growth, covered bonds offer contingent liquidity. The net benefit of this contingent liquidity is tied to the solvency of the bank (its probability of default) and the extent of upside of the new assets. Thus, there are two main factors driving the choice of covered bond financing in this case. First, covered bonds require an upfront over-collateralization where assets are transferred to the cover pool. This can reduce the value of the equity claim because the probability of insolvency increases
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with the amount of covered bond financing (i.e., pcb = pcb ((1-?)G0 ,FD )< pno ). It follows
that if regulators were to set the over-collateralization level to be high enough, equity holders may not find it beneficial to issue covered bonds. On the other hand, covered bonds allow equity holders to gain from the upside potential of new assets, while the downside risk is borne by the FDIC. Under the current assumptions, equity holders can therefore use covered bonds to garner the benefits of volatile investments with large upside (and downside) potential, at the expense of taxpayers. Hence, in the full information case, the benefit to equity holders of choosing covered bond financing is driven by the fact that any bankruptcy costs are borne by the deposit insurance entity.
Figure 3 charts a numerical example of the t=2 payoffs to the depositors, equity holders, and covered bond holders of a hypothetical firm. Again, the FDIC cannot use the ring-fenced cover pool of an insolvent firm to pay back depositors. Thus, covered bond holders remain whole even in cases when the FDIC must tap the deposit insurance fund to pay back depositors.
IV. TheImpactofRegulatoryUncertainty
As we noted earlier, the cover pool is ring-fenced. Although the assets remain on the balance sheet of the issuer, they serve as collateral exclusively for the covered bond holders. From the investor’s perspective, covered bonds offer dual-recourse on both the underlying cover pool, and the issuing entity in the case of default. After these bonds were first introduced in the United States in 2006, the Federal Deposit Insurance Corporation (hereafter FDIC) issued a Covered Bond Policy Statement on actions it would take in handling the covered bonds of a failed financial institution. However the FDIC gives no indication about whether cover pool assets would remain segregated from other bank assets in the event of bankruptcy. The dual recourse structure and regulatory status of covered bonds issued in the US is therefore unclear.4
4 Conversations with the covered bond team at Blackrock, one of the largest fixed income portfolio management companies, reveals that these issues are at the fore when investments in covered bonds are evaluated.
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When handling the covered bonds of a failed financial institution, the FDIC can continue to perform on the covered bond transaction under its terms, pay-off the covered bonds in cash up to the value of the pledged collateral and allow liquidation of the pledged collateral to pay-off the covered bonds. Alternately the FDIC can choose to not honor the cover pool agreement and use cover pool assets to pay depositors and other creditors. Suppose the probability of honoring
the cover pool is phon. Then the face value of covered bonds needs to be adjusted upwards to
reflect the possibility that the bondholders would not be repaid in certain cases. This is economically equivalent to a higher over-collateralization level (where the superscript ru indicates regulatory uncertainty:
ph?ruGL +NL =N0 =FC (6)
Thus the probability of insolvency with regulatory uncertainty is higher because more collateral
isrequiredtomakethebondsrisk-freepcb,ru =pcb,ru((1-?ru)G0,FD)<pcb. Inotherwords,the parent bank requires a larger equity infusion to make the bonds more palatable to investors.
Proposition 2: With regulatory uncertainty:
a. Investors in covered bonds optimally require larger overcollateralization.
b. Given the level of collateralization, regulatory uncertainty increases the cost of
covered bond financing.
Proof: Follows from the preceding discussion.
Note that weaker financial institutions are less likely able to afford higher overcollateralization requirements imposed by regulatory uncertainty. Hence it is all the more likely that these institutions that require contingent liquidity do not perceive this as a viable source of liquidity.
V. Covered Bonds vs. Unsecured Debt and Securitization
Our analysis above compares the benefits of covered bond financing when there is insufficient deposit growth to the case where the bank passes up the opportunity. How does covered bond
13
financing compare to the other options available to potential issuers? In this section, we compare covered bond financing to financing via unsecured debt and securitization.
A. Unsecured debt
Suppose the bank finances the new project assets N1 with unsecured debt. Again, the
underlying premise is that organic secured deposit growth takes time while the market for unsecured debt is deep and cash can be raised at short notice. The sequence of events is similar to Figure 2.
Secured depositors have the first claim on the firm’s assets in the case of insolvency, and remaining cash is distributed to unsecured debt holders. The face value of the newly issued unsecured debt is scaled to finance the new assets. The unsecured debt required is such that the present value of the new face value of total unsecured debt equals the new issuance (assuming no recovery on junior debt in case of insolvency),
N=pbsF , (7) 1U
where FU is the face value of unsecured debt, the superscript bs denotes balance sheet financing and the probability of solvency is pbs = p(G + N , F , F ). The new bank value
00UD
and equity value at time 0 are given by (suppressing the dependence of probability on the asset
values and face value of deposits):
Vbs =G +t(qpbsF ) 00U
(8)
(9)
tax benefits
?? ??G-D????
Ebs =(1-q) pno?? H 0 ?? +qpbs
??G+N-F-D
??
$!#!"
H U 0 +tF
0 ??????2??????????2 U????
H
$!!!!#!!!!"
payoff with no new investment
Equation (9) shows that with full information equity holders benefit from balance sheet financing when the tax benefits outweigh the change in the probability of insolvency.
Proposition 3: In the absence of deposit growth unsecured debt financing is preferred to covered bond financing when:
14
cb"GH +NH -D0 -FC % bs"GH +NH -D0 -FU % p $# 2 '&<p $# 2 +tFU'&.
Proof: Follows from equations (3) and (9). The payoff to equity holders conditional on covered bond financing equals the bank asset payout minus the value of debt claims. t represents the incremental tax benefits relative to covered bond financing per dollar of face value.
B. Securitization via Special Purpose Entities
Securitization via the transfer of assets to a special purpose vehicle is another potential choice for the bank. The special purpose entity (SPE) is a legal entity sponsored by the bank for the specific purpose of raising financing for new assets. The key benefit of a SPE that it can be structured so that there is no event that may trigger default. The avoidance of bankruptcy costs is a key benefit reflected in the financing costs Gorton and Metrick (2012). However, there are no tax benefits because the off balance sheet interest expenses are not tax deductible. In addition, there are set up costs that we abstract from in the discussion below.
Consider again the financing of assets with value N 0 via an SPE vs. using covered bonds. The collateral for these new assets is similar to the cover pool except that there is no
over-collateralization. Instead, the bank provides equity. Denote the proceeds from selling SPE debt as S 0 and the face value owed at the end of the period as FSPE . The face value of
the SPE debt is FSPE = NL , and the equity stake of the bank equals the balance amount. In the
case that new asset values decline, the SPE equity investors receive nothing. In this setting, when the bank maintains an equity stake, the new bank value and equity value at time t=0 are given by the original capital structure of the bank plus the equity payoff in the up state. Thus, SPE payoffs are qualitatively identical to those of covered bonds when the new asset values exceed the face value of SPE debt. In the absence of bankruptcy costs and informational asymmetries, both avenues provide similar cash flows. However, were we to include deadweight costs of bankruptcy, SPE financing would be preferred by equity holders.
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VI. Cost to the FDIC
A key issue in covered bond financing is whether such a structure is beneficial in the context of US financial markets. The tradeoff facing US regulators stems from the fact that bank deposits are insured. Over-collateralization of the cover pool results in a lower amount of collateral for the insured depositors. The potential downside risk of equity and covered bond holders is borne by the FDIC and taxpayers.
Using the full information model, it is possible to estimate expected losses to the FDIC insurance fund under covered bond financing. Suppose there are a number of banks in the financial system indexed i=1,2,...,B. Each realizes investment opportunities with probability
qi and has a recovery rate given insolvency of ai ? [0,1] .
Remark 1: The direct incremental cost to financing via covered bonds for the FDIC relative to
Proof:
Follows from equation (3).
the case where the opportunity is passed equals:
C
=
q(p -p )(D -aG )+q(p -p )(a?G ) ???ii i 0,i L,i ii i iL,i?? i=1 ?? $!!!!#!!!!" $!!!#!!!"??
???? FDIC B?? no cb no cb ??
costs due to change in prob. cost due to lower
?? of insolvency recovery ??
????
(10)
The expected cost to the FDIC deposit insurance fund is something that must be weighed against other potential costs and benefits of allowing U.S depository institutions to issue covered bonds backed by a ring-fenced, bankruptcy remote cover pool. This issue has made its way into policy discussions and has helped shape proposed covered bond bills in both the US Senate and House of Representatives. For example, in a hearing on July 22nd, 2011 on the House bill (H.R. 940), sponsored by Scott Garrett (R-NJ), Congressman Barney Frank proposed an amendment that would allow the FDIC, when handling a firm under receivership, the power to repudiate an issuer’s covered bonds by paying the principal and accrued interest back to investors early, ahead of schedule. This amendment would allow the FDIC greater flexibility and reduce expected shortfalls to depositors, but would also introduce additional prepayment and reinvestment risk to
16
covered bondholders not typically observed in most European covered bonds. The amendment was eventually defeated 28 to 26, but the debate is on-going.
VII. AgencyIssuesandtheManagementoftheCoverPool
A. Private Information and cover bond financing
Securitization markets are an important source of financing for both financial and non-financial corporations. However, certain securitization markets collapsed in 2008 when issuance volumes declined significantly.5 An oft-cited explanation for this collapse lies in investors’ concerns over asymmetric information around underlying asset valuations. This section will examine covered bond financing in the context of information asymmetries.
Consider the case where equity holders of the bank have private information about the quality of the new assets. We think of private information in terms of knowledge about the volatility of the asset values. Thus, when the market perceives volatility to be lower than its
true, privately known value, the projected payoffs for each state are: N pvt > N mkt and HH
N pvt < N mkt , where pvt and mkt denote the private and market projections, respectively. The LL
inequalities are reversed when private information indicates a lower volatility than the market perception.
Proposition 4: When private information regarding the collateral indicates that there is more upside potential and downside risk, the benefit of covered bond financing to existing equity holders is higher because of the lower overcollateralization required by the market:
??Npvt -F ?? Ecb,pvt -Ecb,mkt =q(pcb,mkt -pcb,pvt)???? H C ????
00 ??2??.
Proof: Using the condition for computing the overcollateralization: ?GL + NL = N1 , it follows
that ? pvt > ? mkt when N pvt < N mkt . Hence the market requires lower insurance via LL
5 See www.sifma.org
17
overcollateralization. Because the probability of survival is decreasing in leverage, pcb, pvt < pcb,mkt , using equation (4) gives the desired result.
Proposition 4 also implies that when faced with a choice between Securitization and Cover Bond Financing, it is possible that cover pool financing is not viable because equity holder costs from the increased probability of financial distress outweigh any upside benefits. In such instances the bankruptcy remote SPEs are a viable outcome.
B. Management of the Cover Pool
A special feature of the cover pool is that the bank may switch cover assets from time to time after the issuance of covered bonds. The cover pool administrator maintains oversight but may not have all information that is private to the bank about asset values. Suppose a bank receives private information about the quality of its own assets and the likelihood of its own bankruptcy. The equity holders may have an incentive to move assets with lower private valuations into the cover pool and take out assets that have potentially higher values. The incentive to switch is large when its private assessment of its own bankruptcy is larger than the market view.
This section examines the Washington Mutual Covered Bond Program cover pool composition prior to Washington Mutual’s seizure by the Office of Thrift Supervision (OTS) and subsequent receivership under the FDIC. We will analyze a hand collected, quarterly time series of Washington Mutual Covered Bond Program investor reports with the goal of motivating the above conjecture that equity holders may have an incentive to switch cover assets ex-post.
For each quarter between Q1 2007 and Q4 2012, we have the following statistics: cover pool mortgage type composition, overcollateralization measures, delinquency rates, documentation distributions, weighted-average FICO score, and weighted-average LTV ratio. Summary statistics for the entire period are reported in Table 1, and charts for each item are presented in Figure 4.
18
Despite Washington Mutual’s fall into receivership, none of the key statistics broke the minimum required levels during our sample period. For example, the mortgage bond excess credit chart in Figure 4 shows the percentage of excess credit, or overcollateralization, increases from an average of about 20% to around 50% in 2008. This sudden increase in overcollateralization was trigged by a downgrade of Washington Mutual’s general senior unsecured credit rating during the summer of 2008. Further, delinquency rates are kept below the minimum required level throughout the period, and we observe in Figure 4 that delinquent loans appear to either be cured or replaced with current loans by the next reporting period for the majority of the sample.
That key ratios are met does not, however, mean that the underlying composition of the mortgages remained unchanged during the sample period. The charts in Figure 4 clearly show changes in average underwriting statistics. There is a slight, but noticeable deterioration in average FICO score and loan-to-value ratio throughout the sample period. The composition of the mortgage pool by loan type (e.g., interest only, payment option, etc.) also changes through time. Table 1 measures averages for a number of underwriting statistics on the Washington Mutual cover pool both before and after Washington Mutual’s acquisition by JP Morgan Chase in September, 2008. Difference of means tests reveal statistically significant changes in the majority of the categories, including the proportion of interest only loans, the weighted average loan-to-value of the pool, the weighted average FICO score of the pool, the proportion of loans that are 30-59 days past due, and the proportion of loans that are originated with low versus full documentation.
Without loan-level cover pool data, it is not possible to conclude the extent to which any potential deterioration in the quality of the cover pool is due to issues of risk-shifting or moral hazard versus simply remnants of a market-wide drop in loan quality. However, we can conclude that the cover pool quality clearly does change through time, within the constraints of the bond’s covenants. Any potential manipulation of the cover pool in times of issuer distress is counterbalanced by high underwriting standards as well as objective triggers that increase the
19
minimum overcollateralization level in response to issuer credit rating downgrades. Simple covenants such as these, coupled with periodic surveillance by a third party asset monitor, can certainly be effective in mitigating the ability of the covered bond issuer to potentially change the composition of the cover pool assets to the detriment of the covered bondholders.
Given the ability of issuers to actively manage the cover pool, it is important to stress the importance of high underwriting standards coupled with a vigilant asset monitor. In related work, Snowden (2010) examines a type of mortgage-backed bond that gained popularity among US mortgage companies in the late 19th Century. The bonds were similar in structure to present-day covered bonds, but did not have verifiable underwriting statistics or an active asset monitor. He argues the mortgage bond issuer’s reputational capital and willingness to bear the credit risk of the pool was not enough to keep underwriting standards from deteriorating in the absence of regulatory oversight of the bonds and their underlying collateral. Our empirical results corroborate this viewpoint.
VIII. Discussion and Conclusions
We investigate the impact of covered bond issuance on the various claimants of a bank. We show that a bank’s private assessment about the quality of collateral determines whether covered bond financing is optimal relative to financing via off-balance sheet special purpose entities or unsecured debt. A bank has an incentive to use a cover pool in times of liquidity constraints and when its private information about the quality of assets differs from the consensus view of the market. Specifically, covered bonds allow the bank to minimize financing costs relative to alternative funding choices when expected losses to the cover pool are below a certain threshold. When there is limited access to bank deposit growth, the cover pool offers an avenue for immediate liquidity.
The public policy debate on covered bonds ought to focus on their proven track record of providing a liquid market for privately financing mortgages, while also considering the potential social costs. One such tradeoff demonstrated in our model is between the funding costs of the
20
bank and the potential increase in cost to the FDIC insurance fund. This paper provides a starting point for these, along with other, important issues that are currently being fleshed out by policy makers and potential covered bond issuers.
21
Appendix:
A. Sample of a covered bond contract
The Washington Mutual Covered Bond Program structure is presented below. Washington Mutual issues Mortgage Bonds secured by an on-balance sheet pool of residential mortgages. These Mortgage Bonds are held by a statutory trust, and are then used as security for covered bonds issued to investors. In the case of issuer insolvency, the Mortgage Bonds are accelerated and proceeds to the trust are invested in a guaranteed investment contract that provides the cash flows needed to continue making coupon and principal payments on the covered bonds
Because the covered bonds are denominated in Euros, the SPV entered into a fixed-for-floating, USD-for-Euro foreign exchange swap agreement to change floating rate, USD denominated receipts from the underlying mortgages into fixed rate, Euro denominated payments to investors.
An asset monitor is appointed to periodically assess the quality and overcollateralization of the cover pool.
22
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Chan, Yuk-Shee, & Thakor, Anjan V. (1987). Collateral and competitive equilibria with moral hazard and private information. The Journal of Finance, 42(2), 345-363.
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European Covered Bond Council. (2011). European Covered Bond Fact Book. Brussels, Belgium. Flannery, M. (2010). "Stabilizing large financial institutions with contingent capital certificates."
CAREFIN Research Paper (04).
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Working Paper Series\, No. 18611\.
Gorton, Gary B, & Souleles, Nicholas S. (2007). Special purpose vehicles and securitization The Risks
of Financial Institutions (pp. 549-602): University of Chicago Press.
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Marlatt, J.R. (2011, May 17). Covered Bonds: 2011 -- The House. Morrison and Foerster.
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Packer, Frank; Stever, Ryan; Upper, Christian. (2007). The covered bond market. BIS Quarterly Review,
September, 2007.
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Pennacchi, G. G. (1988). "Loan Sales and the Cost of Bank Capital." The Journal of Finance 43(2): 375-396.
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Washington Mutual Covered Bond Program. (September 22, 2006). Prospectus for €20 billion Covered Bond Program.
Wynant, Larry. (1980). Essential elements of project financing. Harvard Business Review, 58(3), 165-173.
24
Figure 1: Covered bond structure
This figure depicts a stylized covered bond structure that highlights the dual-recourse claim of investors and the important features of the over-collateralized, dynamically managed cover pool.
25
Figure 2: Bank with Covered Bond Financing
This figure depicts the initial balance sheet structure of a bank. The bank is financed by insured deposits ( D0 ) with face value FD and equity ( E0 ). The value of original, unlevered assets of the bank is denoted by G, and the value of the new investment project is denoted by N. The probability of realizing a new investment opportunity is q and the probabilities of insolvency with and without covered bond financing are pcb and pcb , respectively.
q G0
pcb
G0 +N1
1- pcb
FD ≤(1-?)G2 ≤(1-?)GH (1-?)G2 <FD
FD ≤G2 ≤GH G2 <FD
1-q
G0
pno
1-pno
26
Figure 3: Payoffs with Covered Bond Financing
This figure presents a payoff diagram for equity, depositors, and covered bond holders as a function of the firm’s asset value at t=2. The original asset value is G0 =100 and the value of
the new investment at t=1 is N1 = 10 . We set k=1 so that the end-of-period new project value, N2 , changes in consonance with G2 , and G2 +N2 ?[GH +NH =80,GL +NL =120]. The face
value and initial amount of deposits are set at FD = D0 = 90 . The overcollateralization of the cover pool is set to 1.5 times the face value of the covered bonds, such that ?=1.5and
?GL + N2 = N1 = FC =10 . Equity holders receive the residual amount after depositors and covered bond holders have been paid in full.
27
Figure 4: Cover Pool Statistics
This figure presents Washington Mutual Covered Bond Program cover pool statistics hand collected on a quarterly basis between first quarter, 2007, and fourth quarter, 2012, through time. We chart the cover pool delinquency distribution (the red line shows proportion of loans that are 30-59 days past due), the weighted average FICO score, the weighted-average loan-to-value ratio, the mortgage bond excess credit provided by overcollateralized loan pool, and the composition of the cover pool by interest only versus payment option products (the uncharted balance consists of hybrid ARMs with various fixed interest period lengths).
0.04 0.035 0.03 0.025 0.02 0.015 0.01 0.005 0
Cover Pool Delinquency Distribution
Date
60 days or more
30 to 59 days
760 755 750 745 740 735 730 725 720
Non-Zero Weighted FICO Score
Date
0.68 0.66 0.64 0.62
0.6 0.58 0.56 0.54
Weighted-Average Loan-to-Value Ratio
Date
60% 50% 40% 30% 20% 10%
0%
Mortgage Bond Excess Credit
Date
0.8 0.7 0.6 0.5 0.4 0.3 0.2 0.1
0
Cover Pool Mortgage Composition
Interest Only Products (Proportion of Total)
Payment Option Products (Proportion of Total)
Date
28
Proportion of Cover Pool Weighted Average LTV Ratio % of Cover Pool
Excess Credit % Weighted Average FICO Score
Table 1: Washington Mutual Cover Pool Statistics
This table summarizes key cover pool statistics hand collected on a quarterly basis from the Washington Mutual Covered Bond Program investor reports provided by JP Morgan Chase between 2007Q1 and 2012Q4. We report statistics for the full sample, as well as for the samples before and after Washington Mutual's bankruptcy, along with differences in means and associated t-statistics (*** signifies p-values < 0.01, ** p-values < 0.05, and * p-values < 0.10).
Full Sample (n = 24) 2007Q1-2008Q3 (n = 7) 2008Q4-2012Q4 (n = 17) After - Before
Variable Mean Std. Dev. Mean Std. Dev. Mean Std. Dev. Mean t-statistic
Excess Credit Support
Millions of USD
Outstanding mortgage bonds
Total loan balance
Percentage of outstanding mortgage bonds
Excess credit support
Product Type Distribution
Proportion of total cover pool
Interest only products Payment-option products
Loan-to-Value and FICO Score
Weighted average LTV Weighted average FICO
Delinquency Rates
Proportion of total cover pool
Current
30-59 days past due 60+ days past due
Documentation Distribution
Proportion of total cover pool
Full
Low Streamline/Unknown/None
7,036.72 1,190.51 10,036.11 1,768.73
0.43 0.12
0.58 0.11 0.24 0.08
0.63 0.02 743.50 8.50
0.99 0.01 0.01 0.01 0.00 0.00
0.36 0.07 0.56 0.07 0.08 0.01
7,397.80 1,022.58 9,327.47 1,430.42
0.26 0.11
0.47 0.09 0.24 0.12
0.60 0.01 753.29 3.15
0.99 0.00 0.01 0.00 0.00 0.00
0.42 0.04 0.50 0.04 0.07 0.01
6,888.04 1,250.89 (509.76) -0.95 10,327.91 1,849.22 1,000.44 1.28
0.50 0.01 0.24 *** 9.14
0.63 0.06 0.17 *** 5.09 0.25 0.07 0.01 0.17
0.64 0.01 0.04 *** 5.72 739.47 6.40 -13.82 *** -5.39
0.98 0.01 -0.01 * -2.01 0.02 0.01 0.01 * 1.86 0.00 0.00 0.00 0.87
0.34 0.07 0.58 0.07 0.08 0.01
-0.08 *** -2.83 0.07 ** 2.52 0.01 ** 2.29
29
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Washington Mutual’s Covered Bonds – Case Solution
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Washington Mutual Bank (WaMu) was the 6th largest savings institution in the United States of America. By 2008, Washington Mutual has been downgraded by all three major credit rating agencies and many of WaMus fixed-income securities, namely Washington Mutual's Covered Bonds, traded at a substantial discount to previous prices. This case study describes a covered bond and its difference from an unsecured obligation. It looks into whether WaMu’s covered bonds is a good investment in 2008.
?DANIEL B. BERGSTRESSER; ROBIN GREENWOOD; JAMES QUINN
HARVARD BUSINESS REVIEW (209093-PDF-ENG)
MARCH 13, 2009
Case questions answered:
How does a covered bond compare to an unsecured obligation of a financial institution? To mortgage-backed security? How is the structure of the Washington Mutual's Covered Bonds program?
Using data from the case, what is your best estimate of the value of covered bonds (you may need to make assumptions, and considered several scenarios of possible developments)?
In September 2008, would you recommend WaMu’s covered bonds as an investment (try to avoid hindsight bias)? From the perspective of today, what is now your recommendation?
In late July 2008, the U.S. Treasury Secretary said that covered bonds had the “potential to increase mortgage financing, improve underwriting standards, and strengthen U.S. financial institutions.” Do you agree (and why or why not)?
NOT THE QUESTIONS YOU WERE LOOKING FOR? SUBMIT YOUR QUESTIONS & GET ANSWERS.
Case answers for Washington Mutual's Covered Bonds
Founded in 1889, in the year of 2006, Washington Mutual Bank (WaMu) was the 6th largest savings institution in the United States of America. With more than USD 300bn in assets, WaMu provided a whole range of financial services.
By 2008, Washington Mutual has been downgraded by all three major credit rating agencies, reflecting distress in the American housing market and the emergence of the financial crisis. After Freddie Mac and Fannie Mae have been placed into conservatorship through the U.S. government, many of WaMus fixed-income securities, namely covered bonds, traded at a substantial discount to previous prices.
Accordingly, many analysts were puzzled by the question, whether the securities are underpriced. In the following, the characteristics of covered bonds will be analyzed in comparison to traditional bonds and asset-backed securities, and their value will be determined. Furthermore, it will be evaluated whether covered bonds constituted a good investment in 2008 and if they indeed have the potential of improving the situation of U.S. financial institutions. (Bergstresser et al., 2009)
1.1 How does a covered bond compare to an unsecured obligation of a financial institution? To mortgage-backed security?
While covered bonds are a relatively new phenomenon in the United States, they have been common throughout Europe for a long time. In 1988, the European Union set up guidelines for transactions of covered bonds, which granted investors the right to increase the amounts of assets, they put into covered bonds.
The basic concept of a covered bond is rather simple. As unsecured bonds, it is a fixed-income security that constitutes a liability to the security’s issuer. It is used by the issuer to raise funds and provides a predetermined stream of cash-flows to the investor until eventually the principal is redeemed. The difference between a covered and a non-covered bond does not lie in their cash flows, but in the degree of collateralization and therefore their riskiness.
Traditional debt instruments, issued by a company, provide the holder, according to the security’s seniority, with a residual claim on remaining assets, should the issuing company default on its debt. The seniority of different debt instruments, which determines which residual claim comes first, is not bound to specific assets of the company, and neither are the cash flows.
Covered bonds, on the other hand, are covered by distinct assets, which means that the assets covering the bonds serve as direct collateral. Companies may issue covered bonds to raise funds in order to finance investments into certain assets, typically mortgage loans. The income that these investments generate, e.g., through mortgage payments, is then again partially used to pay out the covered bond investors.
For investors, covered bonds are an attractive asset as they come with low riskiness through dual default protection. Firstly, the covered bonds are a debt obligation to the company, and non-payments will result in the company’s default, which the issuer will seek to prevent. Secondly, in the case of default, the covered bond investors’ residual claim on the pool of collateral, backing the covered bonds, is senior to the claims of other, traditional, debtors. Accordingly, covered bonds often received the highest credit rating by all three rating agencies.
Mortgage-backed securities (MBS) are a special type of asset-backed security (ABS), with mortgages loans serving as collateral. They are in certain ways similar to covered bonds, as they result from the desire of investors to isolate themselves from the creditworthiness of the issuing company. Instead, cash flows and the risk profile should match individual assets or asset pools that serve as collateral.
MBS are different from covered bonds, as they involve the creation of a special-purpose vehicle (SPV). SPVs are legal entities, separate from the bond issuer, that are created for the sole purpose of bankruptcy remoteness. In the case of MBS, the original company passes the asset pool, the mortgage loans, on to the SPV, and thereby removes them of its balance sheet. The SPV receives a credit rating that is independent of the original company, and further payment obligations are only between the investors and the SPV.
Even in the case when the issuing company defaults on its debt, the SPV is, in theory, unaffected. Therefore, the risk of credit loss for MBS is solely concerned with the riskiness of the collateral pool that lies in the SPV’s balance sheet. If the risk in the SPV is minimized through credit enhancement techniques, the SPV may have a better credit rating than the issuer.
The distinct difference to covered bonds lies in fact, that the MBS completely isolates riskiness and cash flows to the investor from the original company. Covered bonds, on the other hand, are issued by the company, and the collateral of covered bonds remains within the issuer’s balance sheet.
Covered bonds may be seen as a hybrid financial instrument, combining features of secured corporate bonds and asset-(mortgage-) backed securities. Like secured corporate bonds, they are a direct obligation of the issuer. However, covered bonds are, like MBS, also derivative securities, in the sense that their cash flow derives from certain assets.
1.2 How is the structure of the Washington Mutual’s Covered Bonds program?
In the year of Washington Mutual was the first non-European bank to issue covered bonds. The total issue was about EUR 4bn and comprised two tranches of bonds. The initial placement was very popular with investors and four times oversubscribed. It is assumed that the majority of owners are European institutional investors and banks.
The covered bonds, after issuance, traded at a yield of 3.9%, resembling a risk-premium of only 0.28% over the German 5-year Bunds, reflecting their low riskiness. The structure of Washington Mutual’s covered bond program is outlined in the following:
Washington Mutual's Covered Bonds
The covered bonds are issued by the Washington Mutual’s Covered Bonds Program (WMCB), a fiduciary company. Via placement agents, they are sold to institutional investors. The fixed-income securities are backed by…
AZ, any thoughts on what Bill Paatalo is saying regarding U.S. Bank Trust, N.A. as trustee for LSF9 Master Participation Trust ("LSF9 MPT"). If they have not been forth coming on any information regarding where the proceeds from these actions have gone, what makes you think the board at mr cooper will be so willing to just hand it over after there has been years of lies and manipulation and also no record of any money or who owns what.
I had the pleasure to speak with bill a few days ago, he told me he believes they are using the lsf9 to filter all of our proceeds from the sale and foreclosure of thousands of homes. This money belongs to shareholders and he advised me they are skimming it from us. The lsf9 is the the company being used to steal our rightful money and until we as shareholders hire and attorney and do some more investigation, we will get the short end of the stick. They are also working with mr cooper and lsf9 to do the same. There billions of dollars being lost and no one can track it or tell us where the proceeds have gone. We need to take action.
Mr copper is responsible and also Fdic and Jpm and the U.S. Bank Trust, N.A. as trustee for LSF9 Master Participation Trust ("LSF9 MPT")
They have stolen billions from us and won’t tell us who what how, when or why
Billions of dollars worth of mortgages and no record of anything. We need to hire bill to look into this and get a lawyer to sue those responsible
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Aug 2021 filed
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19-5280 - SCRIPNICENCU v. LSF9 MASTER PARTICIPATION TRUST et al
Summary
Document in Context
Category
Judicial Publications
Collection
United States Courts Opinions
SuDoc Class Number
JU 4.15
Court Type
District
Court Name
United States District Court Eastern District of Pennsylvania
Circuit
3rd
Office Location
Philadelphia
Case Type
civil
Nature of Suit
Negotiable Instruments
Cause
28:1331 Fed. Question: Breach of Contract
Party Names
ROBERT J. BIRCH, Defendant
CALIBER HOME LOANS, Defendant
KKR WAND INVESTORS CORPORATION, Defendant
LSF6 MID-SERVICE HOLDINGS, LLC, Defendant
LSF6 SERVICE OPERATIONS, LLC, Defendant
LSF9 MASTER PARTICIPATION TRUST, Defendant
MR. COOPER, Defendant
MR. COOPER GROUP INC., Defendant
NATIONSTAR MORTGAGE HOLDINGS INC., Defendant
NATIONSTAR MORTGAGE LLC, Defendant
NATIONSTAR SUB 1 LLC, Defendant
NATIONSTAR SUB 2 LLC, Defendant
SETERUS, INC., Defendant
LINDA BONNIE SCRIPNICENCU, Plaintiff
ROBERT J. BIRCH, Unrepresented Party
Back in late 2016 I wrote the following article showing evidence that the “LSF9 Master Participation Trust” was a “sham” entity. (See: https://bpinvestigativeagency.com/beware-the-lsf9-master-participation-trust-is-operating-as-a-secret-agent/). Since then, I have been called into cases throughout the United States involving this entity, which is typically named – “U.S. Bank Trust, N.A. as Trustee for the LSF9 Master Participation Trust.”
In opposing this named entity as an expert witness, and providing litigation support in the areas of “discovery,” inconsistent “trust” documents (typically 50-70% redacted), as well as testimony put forth by various counsel and witnesses for this entity continue to mount, and here’s why.
As I stated in my previous article, the “LSF9 Master Participation Trust” is not an actual trust that holds any assets, it is merely a “Participation Agent” per at least one of the many trust documents produced thus far. I point out that the actual “Indenture Trustee” representing a myriad of alleged series trusts is actually “U.S. Bank, N.A.” and NOT “U.S. Bank Trust, N.A.” These are different entities. “U.S. Bank, N.A.” is non-existent in any of these cases involving the “LSF9 Master Participation Trust,” yet this recent letter obtained in a case I’m involved reveals this entity is indeed the “trustee for the Trust that owns the mortgage and note.” (See: US Bank NA Letter Re-LSF9 – July 2018 ). In spite of the admissions in this letter, which I will outline below, a judgment was granted in favor of the Plaintiff “U.S. Bank Trust, N.A. as Trustee for the LSF9 Master Participation Trust” who claimed that IT was the Trustee for the Trust that owned the mortgage and note. (Of note, I was not retained in the case until after the judgment.) The letter provides the following statements:
“The servicer is the party to the Trust that has the authority and responsibility to make decisions and take action regarding individual mortgage loans in the Trust.”
[NOTE: In the trust document referenced in my previous article, the servicer (Caliber Home Loans) which is the same in this case with the attached letter, is named as the servicer for the “VOLT XXVII Asset-Backed Notes, Series 2014-NPL7,” and not the “LSF9 Master Participation Trust.”]
“Please note, the Trust is the owner of the mortgage and note, not the trustee, or us in our individual capacity.”
[NOTE: The alleged version of the trust agreement is signed as follows, and implies that “U.S. Bank Trust, N.A.” is the “Owner Trustee” of the “LSF9 Master Participation Trust,” to which this entity claims in all cases that it is the owner of the mortgages and notes. This does not comport with the above statement by “U.S. Bank, N.A.,” or the “Certificate of Trust filed in Delaware for the LSF9 Master Participation Trust (See: Certificate of Trust-LSF9 MPT). “U.S. Bank, N.A.” states it owns nothing related to the Trust that owns the mortgage and note! But, “U.S. Bank Trust, N.A.” states in these documents that it is the “owner trustee” of the LSF9 Master Participation Trust, who again, is simply a “Participation Agent.”
LSF9 Servicing Agreement - Tim Matyi - Role 2
This highlights the differences between these two U.S. Bank entities, and if not objected to in these foreclosure cases, the courts brush through these facts like horseshoes and hand grenades – close enough. (i.e. – from a hearing in a recent CT case involving LSF9:
Schiavo snip - lsf9
Back to the letter:
“While U.S. Bank understands and wishes to assist you with this matter, the servicer is the only party with the authority and responsibility to make decisions regarding this mortgage and they are not affiliated with U.S. Bank in any way.”
In every case I’ve reviewed thus far, Caliber or other servicers take the position via counsel that they are acting as agent on behalf of “U.S. Bank Trust, N.A. as Trustee for the LSF9 Master Participation Trust” who owns the mortgages and notes. This is clearly not the case which is confirmed by “U.S. Bank, N.A.’s” admissions in this letter.
Let me hammer this home one more time – Caliber has no affiliation “in any way” with the actual trustee (“U.S. Bank, N.A.”) who represents hidden investors for a multitude of alleged series trusts. No document has been produced thus far in any case I am aware showing Caliber’s authority to act as a servicing agent for “U.S. Bank, N.A.” or any of the various series trusts, nor has any actual “Trust Agreement” of “Pooling & Servicing Agreement” (PSA) ever been produced for any of these series trusts which are being concealed from the courts. U.S. Bank, N.A. who claims to be the actual trustee for the Trust that owns this particular loan, is nowhere to be found in the chain of title, nor was it ever named as an interested party in the foreclosure proceeding resulting in a judgment for “U.S. Bank Trust, N.A. as Trustee for the LSF9 Master Participation Trust.”
This evidence provides clarity as to why “U.S. Bank Trust, N.A.” never refiled its motion in Monroe, as analyzed here by Neil Garfield recently (See: https://livinglies.wordpress.com/2018/07/12/ny-monroe-case-default-entered-against-homeowner-case-dismissed-on-standing-us-bank-never-refiled/)
With the growing dossier I’ve collected on this entity, the evidence now paints a pretty clear picture that the named Plaintiff or foreclosing party “U.S. Bank Trust, N.A. as Trustee for the LSF9 Master Participation Trust” is nothing more than a “straw man” that owns no mortgage assets.
People reach out to me on regular basis expressing frustration with the FDIC and its stonewalling of information and documentation regarding the sale of their Washing Mutual Bank mortgage loans to JPMorgan Chase. I have read countless email exchanges with the FDIC, as well as formal requests made for such information using “The Freedom of Information Act” (FOIA Requests). The responses coming back from various ombudsmen and customer service personnel routinely state that all requests for such information need to be sent to Chase. It is a vague and indirect way of saying the FDIC has nothing.
The attached public filing is an FDIC subpoena response that is now a public record in the matter: Wayne Barber, George White vs. Select Portfolio Servicing, Inc. In the Superior Court of Riverside County, California Case number PSC 1802458. (See partial filed response: FDIC Subpoena Response – parial filed document – White v SPS). This response confirms the FDIC has nothing, and it is my opinion that this response is universal for all WaMu loans.
Here are some of the specific requests to which the FDIC acknowledges “no responsive documents.”
PLEASE PRODUCE ANY and ALL DOCUMENTS that evidence YOU acquired ownership of the SUBJECT LOAN when Washington Mutual Bank, Henderson, Nevada failed.
PLEASE PRODUCE ANY and ALL DOCUMENTS that evidence ownership of SPECIFIC SUBJECT LOAN was sold as part of “certain assets” acquired by JPMorgan Chase Bank, N.A. on September 25, 2008.
PLEASE PRODUCE ANY and ALL DOCUMENTS that evidence servicing rights for the SPECIFIC SUBJECT LOAN was sold as part of “certain assets” acquired by JPMorgan Chase Bank, N.A. on September 25, 2008.
PLEASE PRODUCE ANY and ALL DOCUMENTS that evidence the SUBJECT LOAN appeared on the financial statement(s) WASHINGTON MUTUAL BANK, HENDERSON, NEVADA between January 1, 2006 to October 30, 2008.
PLEASE PRODUCE ANY and ALL DOCUMENTS that evidence the PURCHASE & ASSUMPTION AGREEMENT between the FDIC-R and JPMorgan Chase Bank, N.A. included assets of WaMu Asset Acceptance Corp.
PLEASE PRODUCE the guidelines as established by YOU as to when and how JPMorgan Chase Bank, N.A. could, by power of attorney, transfer any ownership interest in the SUBJECT LOAN, SUBJECT NOTE, or SUBJECT DEED OF TRUST.
PLEASE PRODUCE the power of attorney issued by YOU to JPMorgan Chase Bank, N.A. specific to the SUBJECT LOAN, SUBJECT NOTE or SUBJECT DEED OF TRUST.
Here is the FDIC’s response:
The FDIC’s Litigation Information Technology Unit advised this office they have completed searching the databases available for this Receivership and have identified no records that are responsive to your request.
It is now revealed that the FDIC can search its own databases through its “Litigation Information Technology Unit” without having to pawn the requests off to Chase. Here is what that database search screenshot looks like:
Despite this subpoena response, the FDIC continues to cover-up and stonewall those seeking this information. Here is a recent example of an FDIC FOIA response dated 12/29/2020 in which this specific screenshot was requested:
(Bold emphasis added)
The FDIC has provided you with a copy of all the agency records responsive to your request in reference to your loan. The FDIC does not have any record of the date of sale of your loan prior to September 25, 2008; therefore, please direct any further questions or records requests to JPMorgan Chase as the Custodian of Records. Per Section 6.3 of the Purchase and Assumption Agreement, JPMorgan Chase agreed to preserve and maintain all records in its custody and to respond to subpoenas, discovery requests, and other similar official inquiries with respect to the records of which it has custody.
Per the Purchase and Assumption Agreement, the Receiver (FDIC) delivered the records pertaining to Loan and collateral records, credit files and other documents to JPMorgan Chase. This included deeds, mortgages, abstracts, surveys, and other instruments or records pertaining to real estate or real estate mortgages.
JPMorgan Chase has an active Limited Power of Attorney from the FDIC and is authorized to act on its behalf in the assignments and mortgage lien releases originated and owned by WAMU.
If you need any additional information, please contact JPMorgan Chase at 1-800-242-7399 or email: executive.office@chase.com
Best regards,
Frank C Montañez
Resolutions and Closings Manager
Customer Service
Federal Deposit Insurance Corporation
Division of Resolutions and Receiverships
This doesn’t appear to jibe with the subpoena response. Furthermore, the FDIC states that not only was it required to maintain custody of “Loan and collateral records,” it actually “delivered” said records to Chase. This is NOT how things went down according to the FDIC receiver Robert Schoppe who testified as follows (See: Testimony of Robert Schoppe – FDIC )
A. The agreement does call for us to get a list of the loans. We agreed that we would not get them. There were tens of hundreds of thousands of loans. We had no way of actually getting and — we usually — every other bank, we will get a download of all the loans. They number in the thousands. Here, they were numbering in the millions, I believe, tens of millions, and we simply didn’t have capacity to download that information, store it someplace where we could get it. So we agreed with JPMorgan that we would not take a download. If we needed the information, we would just get it from them.
The subpoena response above succeeded in opening the door for Plaintiff to amend its complaint based upon this new information and evidence, and the court has granted the request.
Both the subpoena response and the testimony of Robert Schoppe confirm that the FDIC has no evidence of selling any specific WaMu loan to Chase.
Posted by Bill Paatalo on Aug 17, 2016 in Uncategorized | 0 comments
Having investigated the WaMu/FDIC/Chase fact pattern for nearly seven-years now, and having investigated hundreds of foreclosure cases where JPMorgan Chase claims sole ownership of specific Washington Mutual Bank loans by virtue of the “Purchase & Assumption Agreement” (PAA) with the FDIC, one fact is now well established – no schedule or inventory of assets listing any specific WMB mortgage loan acquired by JPMC exists, or has ever been produced or disclosed. The reason for this fact is that the vast majority of residential mortgage loans were securitized through WaMu’s “Off-Balance Sheet Activities,” meaning WMB sold their loans prior to the FDIC Receivership. Many of these prior sales transactions by WMB to private investors went undocumented, and were kept outside the prevue of regulators, the borrowers, and the general public. For roughly the past 8-years, Chase has been foreclosing on thousands of these previously sold WMB loans in its own name as mortgagee and beneficiary of the security instruments, when by Chase’s own admissions to numerous borrowers, the loans were sold to private investors.
Chase Admits, Then Denies
In cases I have reviewed all across the country, borrowers have made and continue to make, inquiries to their servicer “Chase” for the identity of the beneficial owners / investor(s) of their WaMu loan(s) only to be told,
“Your loan was sold into a public security managed by JPMorgan Chase Bank, N.A. and may include a number of investors. As the servicer of your loan, Chase is authorized by the security to handle any related concerns on their behalf” (See: Chase Private Investor Letters ).
In both cases involving these two disclosure letters, after having made these admissions to the borrowers, JPMorgan Chase reversed itself in court by taking the position that it was the sole owner of the loans by virtue of the PAA, and there were no investors associated with these loans because “WaMu never sold or securitized the loans.”
But now Chase has tripped itself by disclosing an actual investor in complete contradiction of its publicly recorded assignment. (See: Chase Discloses Investor WaMu 2007-FLX1 but assigns deed to itself in 2012.)
Here, Chase executes this self-serving assignment to itself from the FDIC declaring beneficial rights to the deed of trust even though they disclosed to the borrower that the owner of the loan is “Deutsche Bank Nat Trust Co as Trustee for WAMU 2007-FLEX1.” This particular investor trust was the subject of litigation within the Washington Mutual, Inc. bankruptcy proceeding (See: WaMu Inc Investor Complaint 2010.)
According to the complaint, the WAMU 2007-FLEX1 was a part of three asset trusts set up by Washington Mutual Preferred Funding, LLC (WMPF), who purchased the assets from WMB in 2006 and 2007. The following asset trusts were labeled “Preferred Trust Securities”:
ASSET TRUST I, ASSET TRUST II, & ASSET TRUST III
(Washington Mutual Home Equity Trust I)
(WaMu 2006-OA1)
(WaMu 2007-FLEX1)
Per the Complaint:
16. On September 26, 2008, as a result of the FDIC’s takeover of Washington Mutual Bank and the bankruptcy of Washington Mutual, Inc., Plaintiffs’ investments in the Preferred Trust Securities automatically converted into preferred stock of Washington Mutual, Inc., and thereby rendered worthless.
260. Upon seizing WaMu, the FDIC immediately sold off WaMu’s assets and bank deposits to the highest bidder. (WaMu’s debt and preferred equity securities obligations, such as those owned by Plaintiff, were not part of the transaction.)
Very little information is available regarding these “Preferred Trust Securities” outside of this “Confidential Offering Circular.” (See: Asset Trusts Offering Circular.)
However, one thing is crystal clear. WMB sold “67,529” of these toxic loans totaling “$10,947,602,313.00” to WMPF, and was reimbursed for the sale of these assets. WMPF then sold all assets backing these “67,529” loans to investors in these securities. (See: “Appendix E” of Offering Circular.)
Combined Asset Trust Data 67529 loans
These loans were some of the worst, fraud-laced loans originated by WMB, yet my initial investigation has yet to find a single foreclosure action (judicially or non-judicially) in the name of any of these investor trusts. How can this be, you ask? Simple, because JPMorgan Chase has decided to claim ownership of these loans, and continues to foreclose and harvest these assets in its own name by concealing these facts, and denying in Courtrooms that WMB ever sold or securitized these loans. This fraud story, which Chase and its attorneys continue to stick to, is no longer believable or sustainable based on the cumulative evidence compiled in the public domain. I can pretty much assure that all 67,529 of these loans have a non-existent and fatally defective chains of title.
But here’s something even more dubious and suspicious. In “JP Morgan Chase & Co.’s” 10-K filings with the SEC for fiscal years 2009-2013, “Washington Mutual Home Equity Trust I,” “WaMu 2006-OA1,” and “WaMu 2007-FLEX1” are all listed as subsidiaries of the company, but vanished as subsidiaries beginning in 2014. What I suspect is that these 67,529 loans, or whatever is left of them, were sold by Chase in hedge fund debt purchases in 2014, along with the non-existent chains of title. I’ll save that for another article.
These trusts were set-up as Delaware Statutory Trusts with REMIC status. In virtually all PSA agreements for DST’s that are visible, to which the DST’s are irrevocable and elect REMIC status, they are required to maintain complete separateness from any other person or entity. Chase’s naming of these trusts as subsidiaries certainly smells “fishy.” At best, Chase acquired servicing rights to these loans, but even this should not be assumed. How a servicer can take control of a REMIC Trust and claim it as a subsidiary on its 10-K is beyond me, but I’d sure like to see the documentation granting this authority.
In the meantime, someone explain to me how tens of thousands of foreclosures have been conducted in the names of private MBS REMIC trusts since the crash in 2008, and not one foreclosure appears to have occurred within this toxic group of 67,529 loans in the name of Deutsche Bank as Trustee for these trusts. The odds are virtually impossible.
Bill Paatalo – Private Investigator – OR PSID# 49411
Bill.bpia@gmail.com
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Recent Posts
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Selling Mortgage Loan Data Is Like Selling The Brooklyn Bridge; Another Tale In The LSF9 Crime Spree.
Is A Silent Invasion Upon Us? My Wakeup Call To The Department Of Justice!
Comments
Leah Dean on FOIA Request Reveals Servicer’s “Justification” For Fraud In Obtaining Limited Power Of Attorney From FDIC
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izraul on Wells Fargo Admits To Executing WaMu Note Endorsement in 2013, And Gets Away With It!
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Libor settlement order granted final approval could this be our $$$$$ money $$$$ finally????????????
3184 order Judgment ~Util - Add and Terminate Parties Mon 10/05 5:05 PM
FINAL JUDGMENT AND ORDER GRANTING FINAL APPROVAL OF SETTLEMENTS WITH HSBC BANK PLC, JPMORGAN CHASE & CO., JPMORGAN CHASE BANK, N.A., BANK OF AMERICA CORPORATION, BANK OF AMERICA, N.A., AND CITIBANK, N.A.: NOW, THEREFORE, IT IS HEREBY ORDERED, ADJUDGED AND DECREED: This Court has subject matter jurisdiction over this Action and, solely for purposes of effectuating the Settlements and subject to the express limitations contained in the Settlement Agreements, personal jurisdiction over Non-Defendant OTC Plaintiffs, Settling Defendants, and all Class Members. All terms in initial capitalization used in this Final Judgment and Order shall have the same meanings as set forth in the Settlement Agreements, unless otherwise defined herein. Upon review of the record, the Court finds that the Plan of Allocations has a reasonable, rational basis and is fair and adequate. Therefore, the Plan of Allocation is herebyfinally approved. The Court approves and directs the implementation of all the terms of the Settlements. If this Final Judgment and Order is set aside, materially modified, or overturned by this Court or on appeal, and is not fully reinstated on further appeal, this Final Judgment and Order certifying the Settlement Classes shall be vacated nunc pro tunc. And as set forth herein. IT IS SO ORDERED., Bank of America, N.A., Chase Bank USA, N.A., Chase Bank USA, NA, Citibank NA, HSBC Bank, PLC, J.P. Morgan Chase & Co., J.P. Morgan Chase & Co., J.P. Morgan Chase Bank, N.A., Bank Of America Corporation and Bank of America Corporation terminated. (Signed by Judge Naomi Reice Buchwald on 10/05/2020) Filed In Associated Cases: 1:11-md-02262-NRB, 1:12-cv-05822-NRB, 1:12-cv-06693-NRB (ama)
Gov site safe harbor rules
Interesting details regarding safe harbor regulations
Financial Companies and the Bankruptcy Code
Large, complex financial companies that are eligible to file for bankruptcy generally file under Chapter 11 of the Code. Such companies operating in the United States engage in a range of financial services activities. Many are organized under both U.S. and foreign laws. The U.S. legal structure is frequently premised on a parent holding company owning regulated subsidiaries (such as depository institutions, insurance companies, broker-dealers, and commodity brokers) and nonregulated subsidiaries that engage in financial activities.
Certain financial institutions may not file as debtors under the Code and other entities face special restrictions in using the Code:
• Insured depository institutions. Under the Federal Deposit Insurance Act, FDIC serves as the conservator or receiver for insured depository institutions placed into conservatorship or receivership under applicable law.13
• Insurance companies. Insurers generally are subject to oversight by state insurance commissioners, who have the authority to place them into conservatorship, rehabilitation, or receivership.
• Broker-dealers. Broker-dealers can be liquidated under the Securities Investor Protection Act (SIPA) or under a special subchapter of Chapter 7 of the Code. However, broker-dealers may not file for reorganization under Chapter 11.14
• Commodity brokers. Commodity brokers, which include futures commission merchants, foreign futures commission merchants, clearing organizations, and certain other entities in the derivatives
1312 U.S.C. § 1821(c).
14Chapter 7 of the Code contains special provisions for the liquidation of stockbrokers. 11 U.S.C. §§ 741-753. Under SIPA, the Securities Investor Protection Corporation (SIPC) initiates a liquidation proceeding, the primary purpose of which is to protect customers against financial losses arising from the insolvency of their brokers. Once a protective decree has been applied for, any other pending bankruptcy proceeding involving the debtor stockbroker is stayed, and the court where the application is filed has exclusive jurisdiction over that stockbroker. SIPC participation can displace a Chapter 7 liquidation pending the SIPA liquidation, but provisions of the Code apply in a SIPA liquidation to the extent they are consistent with SIPA. See 15 U.S.C. §§ 78eee(b)(2)(B), 78fff(b). Because the stockbrokers discussed in this report are also dealers registered with SEC as broker- dealers, we generally use broker-dealer rather than stockbroker in this report.
Page 8 GAO-15-299 Financial Company Bankruptcies
Current Role of Financial Regulators in Bankruptcy Proceedings
industry, can only use a special subchapter of Chapter 7 for bankruptcy relief.15
Regulators often play a role in financial company bankruptcies. With the exception of CFTC and SEC, the Code does not explicitly name federal financial regulators as a party of interest with a right to be heard before the court. In practice, regulators frequently appear before the court in financial company bankruptcies. For example, as receiver of failed insured depository institutions, FDIC’s role in bankruptcies of bank holding companies is typically limited to that of creditor. CFTC has the express right to be heard and raise any issues in a case under Chapter 7. SEC has the same rights in a case under Chapter 11. SEC may become involved in a bankruptcy particularly if there are issues related to disclosure or the issuance of new securities. SEC and CFTC are, in particular, involved in Chapter 7 bankruptcies of broker-dealers and commodity brokers. In the event of a broker-dealer liquidation, pursuant to SIPA the bankruptcy court retains jurisdiction over the case and a trustee, selected by the Securities Investor Protection Corporation (SIPC), typically administers the case. SEC may participate in any SIPA proceeding as a party.
The Code does not restrict the federal government from providing DIP financing to a firm in bankruptcy, and in certain cases it has provided such funding—for example, financing under the Troubled Asset Relief Program16 (TARP) in the bankruptcies of General Motors and Chrysler.17 The authority to make new financial commitments under TARP terminated on October 3, 2010. In July 2010, the Dodd-Frank Act amended section 13(3) of the Federal Reserve Act to prohibit the establishment of an emergency lending program or facility for the purpose of assisting a single and specific company to avoid bankruptcy. Nevertheless, the Federal Reserve may design emergency lending
15 Chapter 7 of the Code contains special provisions for commodity broker liquidation (11 U.S.C. §§ 753, 761-767), and CFTC’s rules relating to bankruptcy are set forth at 17 C.F.R. § 190.01 et seq.
16Pub. L. No. 110-343, 122 Stat. 3765 (2008).
17In a bankruptcy proceeding, creditors often provide financing for the debtor to have immediate cash as well as ongoing working capital during a reorganization process. This financing is called DIP financing.
Page 9 GAO-15-299 Financial Company Bankruptcies
Current Safe-Harbor Treatment for Financial Contracts under the Code
programs or facilities for the purpose of providing liquidity to the financial system.18
Although the automatic stay generally preserves assets and prevents creditors from taking company assets in payment of debts before a case is resolved and assets are systematically distributed, the stay is subject to exceptions, one of which can be particularly important in a financial institution bankruptcy. These exceptions—commonly referred to as the “safe harbor provisions”—pertain to certain financial and derivative19 contracts, often referred to as qualified financial contracts (QFC).20 The types of contracts eligible for the safe harbors are defined in the Code. They include derivative financial products, such as forward contracts and swap agreements that financial companies (and certain individuals and nonfinancial companies) use to hedge against losses from other transactions or speculate on the likelihood of future economic developments.21 Repurchase agreements, which are collateralized instruments that provide short-term financing for financial companies and others, also generally receive safe-harbor treatment.
Under the safe-harbor provisions, most counterparties that entered into a qualifying transaction with the debtor may exercise certain contractual rights even if doing so otherwise would violate the automatic stay.22 In the event of insolvency or the commencement of bankruptcy proceedings, the nondefaulting party in a QFC may liquidate, terminate, or accelerate the contract, and may offset (net) any termination value, payment amount, or
18Dodd-Frank Act, Pub. L. No. 111-203, § 1101(a). FDIC can create widely available programs to guarantee obligations of solvent insured depository institutions or holding companies during times of severe economic distress.
19Financial derivatives are financial instruments whose value is based on one or more underlying reference items such as a security or assets.
20The term “qualified financial contract” is not used in the Code.
21A futures contract is a contract that is standardized and traded on an organized futures exchange, while a forward contract is privately negotiated between the buyer and seller. A swap is a type of derivative that involves an ongoing exchange of one or more assets, liabilities, or payments for a specified period. Financial and nonfinancial firms use swaps and other over-the-counter derivatives to hedge risk, or speculate, or for other purposes.
22A contractual right includes a right set forth in the rules or bylaws of, among others, a derivatives clearing organization, a multilateral clearing organization, a national securities exchange or association, or a securities clearing agency.
Page 10 GAO-15-299 Financial Company Bankruptcies
Orderly Liquidation Authority
other transfer obligation arising under the contract when the debtor files for bankruptcy. That is, generally nondefaulting counterparties subtract what they owe the bankrupt counterparty from what that counterparty owes them (netting), often across multiple contracts. If the result is positive, the nondefaulting counterparties can sell any collateral they are holding to offset what the bankrupt entity owes them. If that does not fully settle what they are owed, the nondefaulting counterparties are treated as unsecured creditors in any final liquidation or reorganization.
OLA gives FDIC the authority, subject to certain constraints, to resolve large financial companies, including a bank holding company or a nonbank financial company designated for supervision by the Federal Reserve, outside of the bankruptcy process.23 This regulatory resolution authority allows for FDIC to be appointed receiver for a financial company if the Secretary of the Treasury, in consultation with the President, determines, upon the recommendation of two-thirds of the Board of Governors of the Federal Reserve and (depending on the nature of the financial firm) FDIC, SEC, or the Director of the Federal Insurance Office, among other things, that the firm’s failure and its resolution under applicable law, including bankruptcy, would have serious adverse effects on U.S. financial stability and no viable private-sector alternative is available to prevent the default.24 In December 2013, FDIC released for public comment a notice detailing a proposed single-point-of-entry
23Pub. L. No. 111-203, § 204, 124 Stat. at 1454-1456.
24The factors to be considered by the Secretary of the Treasury are set forth in Section 203(b) of the Dodd-Frank Act. Pub. L. No. 111-203, § 203(b), 124 Stat. at 1451 (codified at 12 U.S.C. § 5383(b)). Before the Secretary of the Treasury, in consultation with the President, makes a decision to seek the appointment of FDIC as receiver of a financial company, at least two-thirds of those serving on the Board of Governors of the Federal Reserve System and at least two-thirds of those serving on the Board of Directors of FDIC must vote to make a written recommendation to the Secretary of the Treasury to appoint FDIC as receiver. Pub. L. No. 111-203, § 203(a)(1)(A), 124 Stat. at 1450 (codified at 12 U.S.C. § 5383(a)(1)(A)). In the case of a broker-dealer, the recommendation must come from at least two-thirds of those serving as members of the Federal Reserve Board and at least two-thirds of those serving as members of the Securities and Exchange Commission, in consultation with FDIC, and in the case of an insurance company, from at least two-thirds of those serving as members of the Federal Reserve Board and the Director of the Federal Insurance Office, in consultation with FDIC. Pub. L. No. 111-203, § 203(a)(1)(B)-(C), 124 Stat. at 1450 (codified at 12 U.S.C. § 5383(a)(1)(B)-(C)).
Page 11 GAO-15-299 Financial Company Bankruptcies
Challenges of Resolving Failing Cross Border Financial Companies
(SPOE) approach to resolving a systemically important financial institution under OLA.25
Under the SPOE approach, as outlined, FDIC would be appointed receiver of the top-tier U.S. parent holding company of a covered financial company determined to be in default or in danger of default pursuant to the appointment process set forth in the Dodd-Frank Act. Immediately after placing the parent holding company into receivership, FDIC would transfer assets (primarily the equity and investments in subsidiaries) from the receivership estate to a bridge financial company. By allowing FDIC to take control of the firm at the parent holding company level, this approach could allow subsidiaries (domestic and foreign) carrying out critical services to remain open and operating. In a SPOE resolution, at the parent holding company level, shareholders would be wiped out, and unsecured debt holders would have their claims written down to reflect any losses that shareholders cannot cover.
The resolution of globally active large financial firms is often associated with complex international, legal, and operational challenges. The resolution of failed financial companies is subject to different national frameworks. During the recent financial crisis, these structural challenges led to government rescues or disorderly liquidations of systemic firms.
• Insolvency laws vary widely across countries. The legal authorities of some countries are not designed to resolve problems in financial groups operating through multiple legal entities that span borders. Some resolution authorities may not encourage cooperative solutions with foreign resolution authorities.
• Regulatory and legal regimes may conflict. Depositor preference, wholesale funding arrangements, derivatives, and repurchase agreements are often treated differently among countries when a firm enters bankruptcy.
• Some resolution authorities may lack the legal tools or authority to share information with relevant foreign authorities about the financial group as a whole or subsidiaries or branches.
25Resolution of Systemically Important Financial Institutions: The Single Point of Entry Strategy, 78 Fed. Reg. 76614, Dec. 18, 2013.
Page 12 GAO-15-299 Financial Company Bankruptcies
Chapter 15 of the Bankruptcy Code Governs Judicial Cross-Border Coordination in Limited Circumstances
• Country resolution authorities may have as their first responsibility the protection of domestic financial stability and minimization of any risk to public funds. For instance, if foreign authorities did not have full confidence that national and local interests would be protected, the assets of affiliates or branches of a U.S.-based financial institution chartered in other countries could be ring fenced or isolated and wound down separately under the insolvency laws of other countries thus complicating home-country resolution efforts.26
In 2005, the United States adopted Chapter 15 of the U.S. Bankruptcy Code.27 Chapter 15 is based on the Model Law on Cross-Border Insolvency of the United Nations Commission on International Trade Law (UNCITRAL). The model law is intended to promote coordination between courts in different countries during insolvencies and has been adopted in 21 jurisdictions.28 More than 450 Chapter 15 cases have been filed since its adoption, with more than half filed in the Southern District of New York and the District of Delaware.
Among the stated objectives of Chapter 15 are promoting cooperation between U.S. and foreign parties involved in a cross-border insolvency case, providing for a fair process that protects all creditors, and facilitating the rescue of a distressed firm.29 In pursuit of these goals, Chapter 15 authorizes several types of coordination, including
• U.S. case trustees or other authorized entities operating in foreign countries on behalf of a U.S. bankruptcy estate;
26Ring fencing refers to the practice by which local authorities set aside or shield assets of a local subsidiary from the failed institution and insist that local creditors get paid first, prior to any funds being transferred to satisfy claims made against the failed parent.
27Bankruptcy Abuse Prevention and Consumer Protection Act of 2005, Pub. L. No. 109-8. § 801, 119 Stat. 23, 134 (2005).
28See, H.R. Rep. No. 109-31, pt. 1 at 105-07 (2005). As of March 2015, legislation based upon the UNCITRAL Model Law had been enacted in Australia (2008); the British Virgin Islands (2003); Canada (2009); Chile (2013); Colombia (2006); Eritrea (1998); Greece (2010); Japan (2000); Mauritius (2009); Mexico (2000); Montenegro (2002); New Zealand (2006); Poland (2003); the Republic of Korea (2006); Romania (2003); Serbia (2004); Slovenia (2008); South Africa (2000); Uganda (2011); UK (2006); and the Unit
Boardork, Az, Royaldude can you explain why Tmrw is so important compared to other months and quarters that have come and gone without money in our Escrow accounts? Also what kind of distribution do you think will happen on sept 25 2020?
Oldie but goodie, good refresher
WMI Liquidating Trust Provides Information On Escrow CUSIPs
NEWS PROVIDED BY
WMI Liquidating Trust
Mar 24, 2015, 04:05 ET
SEATTLE, March 24, 2015 /PRNewswire/ -- WMI Liquidating Trust, formed pursuant to the confirmed Seventh Amended Joint Plan of Affiliated Debtors under Chapter 11 of the United States Bankruptcy Code (as modified, the "Plan") of Washington Mutual, Inc. ("WMI"), today provided additional information regarding certain Escrow CUSIPs issued to eligible former shareholders of WMI. Eligible former shareholders are those who timely submitted relevant documentation, including the release required under Section 41.6 of the Plan.
As of the Effective Date of the Plan, Depository Trust Company ("DTC") established and maintains positions in the Escrow CUSIPs. These Escrow CUSIPs represent nominees' positions that would be used to make future distributions, if any, of common stock issued by WMI Holdings Corp. ("WMIHC"). Pursuant to the Plan, such shares of WMIHC's common stock were deposited in the Disputed Equity Escrow established in accordance with the Plan and are to be maintained in the Disputed Equity Escrow until such time as Claims involving Disputed Equity Interests are either allowed or disallowed.
Upon resolution of those Claims, the related portion of the shares maintained in the Disputed Equity Escrow will be distributed to the claimant holding the newly allowed claim or, if the claim is disallowed, the related portion of the shares will be redistributed to beneficiaries of the Trust in accordance with the distribution mechanics set forth in the Plan. In the event any future distributions of WMIHC common stock are made from the Disputed Equity Reserve, DTC will be instructed to allocate such common stock to each of the Escrow CUSIPs on a pro rata basis.
As stated above, the Escrow CUSIPs were established for any potential distributions of shares of WMIHC common stock. The only source of common stock available for any such a distribution would be from the 2.9 million of shares remaining on deposit in the Disputed Equity Escrow. Specifically, the Escrow CUSIPs do not, in and of themselves, entitle their holders to any possible future cash distributions from the Trust, WMIHC or the Federal Deposit Insurance Corporation (either in its corporate capacity or as the receiver for Washington Mutual Bank).
The Trust will issue Liquidating Trust Interests to WMI's former shareholders if the Trust is able to monetize Liquidating Trust Assets in amounts sufficient to pay-in-full claims held by beneficiaries of the Trust who are senior to members of Classes 19 and 22, and if a shareholder satisfied all conditions applicable to receiving any such Liquidating Trust Interests. There can be no assurances that the Trust will be able to monetize assets in a manner sufficient to give effect to the foregoing.
The Trust discloses the status of its operations (including the status of pending litigations) and unaudited financial information in a Form 10-K filed annually with the Securities and Exchange Commission. In addition, the Trust files a Quarterly Summary Report with the Bankruptcy Court and under Form 8-K with the Securities Exchange Commission.
Capitalized terms used and not otherwise defined in this Press Release have the meanings given to such terms of the Plan. The Plan and additional information about WMI Liquidating Trust can be found at www.wmitrust.com.
Cautionary Statement Regarding Forward-Looking Statements
This press release may contain certain estimates, statements of belief and assumptions that may be deemed to be "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and/or covered by the "Bespeaks Caution" doctrine applied by the courts under the antifraud provisions of the federal securities laws. Such forward-looking statements are based on current plans, expectations, estimates and beliefs about the value of the assets of the Trust. Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates" or variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future payments to holders of beneficial interests in the Trust ("Liquidating Trust Interests") and are subject to risks and uncertainties that are difficult to predict. These risks include, among other factors: (i) the Trust's ability to obtain Court approval with respect to motions in the chapter 11 proceedings of WMI and WMI's wholly-owned subsidiary, WMI Investment Corp. (together with WMI, the "Debtors"); (ii) the Trust's ability to resolve disputed claims; (iii) risks associated with any litigation and other claims that might be brought against the Debtors or by or against the Trust in the future during the term of the Trust (the initial period of which was three years and was extended for up to three years); and (iv) there is no liquidity for the Liquidating Trust Interests, which are non-certificated and non-transferable other than by will, intestate succession or operation of law.
Contact
Andrew Siegel / Aaron Palash
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
New Libor news sept 17 2020 please review and analyze. , final judgements and settlements.
From Pacermonitor
Docket last updated: 09/23/2020 11:59 PM EDT
Tuesday, September 22, 2020
3181 misc Letter Tue 09/22 4:25 PM
LETTER addressed to Judge Naomi Reice Buchwald from Jefferson E. Bell dated September 22, 2020 re: employment of Ben Sherwood. Document filed by UBS AG..(Bell, Jefferson)
Thursday, September 17, 2020
3180 order Judgment ~Util - Add and Terminate Parties Thu 09/17 5:27 PM
FINAL JUDGMENT AND ORDER AND FINAL APPROVAL OF EXCHANGE-BASED PLAINTIFFS' CLASS ACTION SETTLEMENT WITH SOCIETE GENERALE: IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT: This Final Judgment and Order and Final Approval of Exchange-Based Plaintiffs' Class Action Settlement with Societe Generale ("Final Judgment and Approval Order") hereby incorporates by reference the definitions in the Settlement Agreement and the Court's March 2, 2020 Order: (1) Preliminarily Approving Settlements with Defendants Bank of America, Barclays Bank plc, Citi, Deutsche Bank, HSBC Bank plc, JPMorgan, and Societe Generale; (2) Approving the Proposed Form and Program of Notice; and (3) Scheduling a Fairness Hearing, In re LIBOR-Based Fin. Instruments Antitrust Litig., No. 11 MD 2262, 2020 WL 1059489 (S.D.N.Y. Mar. 2, 2020); [ECF No. 3038] (the "Preliminary Approval Order"), and all capitalized terms used herein shall have the same meaning as those set forth in the Settlement Agreement or Preliminary Approval Order, unless otherwise indicated. Pursuant to Rule 23(g) of the Federal Rules of Civil Procedure, and solely for settlement purposes, the law firms of Lovell Stewart Halebian Jacobson LLP and Kirby McInerney LLP are designated as settlement class counsel ("Settlement Class Counsel") for the Exchange-Based Plaintiffs' Action. This Court has subject matter jurisdiction over this Action under 28 U.S.C. § 1331, and, solely for purposes of approving and effectuating the Settlement Agreement and all exhibits attached thereto, personal jurisdiction over Exchange-Based Plaintiffs, Societe Generale, and all members of the Settlement Class. Pursuant to Rule 23(e)(2) of the Federal Rules of Civil Procedure, this Court hereby finally approves the Settlement, as set forth in the Settlement Agreement, and finds that the Settlement is, in all respects, fair, reasonable and adequate as to, and in the best interests of the Settlement Class Members, including Exchange-Based Plaintiffs. In reaching this conclusion, the Court considered the factors set forth in City of Detroit v. Grinnell Corp., 495 F.2d 448, 463 (2d Cir. 1974), abrogated on other grounds by Goldberger v. Integrated Res., Inc., 209 F.3d 43 (2d Cir. 2000) and Rule 23(e)(2) of the Federal Rules of Civil Procedure. This Court further finds that the Settlement set forth in the Settlement Agreement is the result of arm's length negotiations between experienced counsel representing the interests of the Parties, and that Settlement Class Counsel and Exchange-Based Plaintiffs adequately represented the Settlement Class for the purpose of entering into and implementing the Settlement Agreement. Accordingly, the Settlement embodied in the Settlement Agreement is hereby approved in all respects. The Parties are hereby directed to carry out the Settlement Agreement in accordance with all of its terms and provisions, including the termination provisions, and as further set forth in this judgment. There is no just reason for delay in the entry of this Final Judgment and Approval Order, and immediate entry by the Clerk of the Court is expressly directed pursuant to Rule 54(b) of the Federal Rules of Civil Procedure. (Societe Generale S.A. terminated.) (Signed by Judge Naomi Reice Buchwald on 9/17/2020) Filed In Associated Cases: 1:11-md-02262-NRB, 1:11-cv-02613-NRB (jwh)
3179 order Judgment ~Util - Add and Terminate Parties Thu 09/17 5:23 PM
FINAL JUDGMENT AND ORDER AND FINAL APPROVAL OF EXCHANGE-BASED PLAINTIFFS' CLASS ACTION SETTLEMENT WITH HSBC BANK PLC: IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT: This Final Judgment and Order and Final Approval of Exchange-Based Plaintiffs' Class Action Settlement with HSBC Bank plc ("Final Judgment and Approval Order") hereby incorporates by reference the definitions in the Settlement Agreement and the Court's March 2, 2020 Order (1) Preliminarily Approving Settlements with Defendants Bank of America, Barclays Bank plc, Citi, Deutsche Bank, HSBC Bank plc, JPMorgan and Socit Gnrale; (2) Approving the Proposed Form and Program of Notice; and (3) Scheduling a Fairness Hearing, In re LIBOR-Based Fin. Instruments Antitrust Litig., No. 11-md-2262, 2020 WL 1059489 (S.D.N.Y. Mar. 2, 2020), [ECF No. 3038] (the "Preliminary Approval Order"). All terms used herein shall have the same meanings as set forth in the Settlement Agreement or Preliminary Approval Order unless otherwise indicated. Pursuant to Rule 23(e)(2) of the Federal Rules of Civil Procedure, this Court hereby finally approves the Settlement, as set forth in the Settlement Agreement, and finds that the Settlement is, in all respects, fair, reasonable and adequate as to, and in the best interests of the Settlement Class, including Exchange-Based Plaintiffs. The Settlement Fund has been established as a trust and shall be established as a fiduciary account (the "Settlement Fiduciary Account"). Settlement Class Counsels request for attorneys' fees, reimbursement of expenses and Settlement Class Representative service awards shall be the subject of a separate order. There is no just reason for delay in the entry of this Final Judgment and Approval Order, and immediate entry by the Clerk of the Court is expressly directed pursuant to Rule 54(b) of the Federal Rules of Civil Procedure. (And as further set forth herein.) IT IS SO ORDERED. HSBC Bank plc and HSBC Holdings plc. terminated. (Signed by Judge Naomi Reice Buchwald on 9/17/2020) Filed In Associated Cases: 1:11-md-02262-NRB, 1:11-cv-02613-NRB (jca)
3178 order Judgment ~Util - Add and Terminate Parties Thu 09/17 5:17 PM
FINAL JUDGMENT AND ORDER OF DISMISSAL AND FINAL APPROVAL OF EXCHANGE-BASED PLAINTIFFS' CLASS ACTION SETTLEMENT WITH JPMORGAN AND BANK OF AMERICA: IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT: This Final Judgment and Approval Order hereby incorporates by reference the definitions in the Settlement Agreement and in the Court's March 2, 2020 Order (1) Preliminarily Approving Settlements with Defendants Bank of America, Barclays Bank plc, Citi, Deutsche Bank, HSBC Bank plc, JPMorgan and Socit Gnrale; (2) Approving the Proposed Form and Program of Notice; and (3) Scheduling a Fairness Hearing, In re LIBOR-Based Fin. Instruments Antitrust Litig. (No. 11 Md. 2262), 2020 WL 1059489 (S.D.N.Y. Mar. 2, 2020) [ECF No. 3038] (the "Preliminary Approval Order"). All terms used herein shall have the same meanings as set forth in the Settlement Agreement or Preliminary Approval Order unless otherwise indicated. Pursuant to Rule 23(g) of the Federal Rules of Civil Procedure, and solely for settlement purposes, the law firms of Lovell Stewart Halebian Jacobson LLP and Kirby McInerney LLP are designated as settlement class counsel ("Settlement Class Counsel") for the Exchange-Based Plaintiffs' Action. This Court has personal jurisdiction over Exchange-Based Plaintiffs, the Settling Defendants, and all members of the Settlement Class and subject matter jurisdiction over the Action to approve the Settlement Agreement and all exhibits attached thereto under 28 U.S.C. § 1331. Pursuant to Rule 23(e)(2) of the Federal Rules of Civil Procedure, this Court hereby finally approves the Settlement, as set forth in the Settlement Agreement, and finds that the Settlement is, in all respects, fair, reasonable and adequate as to, and in the best interests of the Settlement Class, including Exchange-Based Plaintiffs. In reaching this conclusion, the Court considered the factors set forth in City of Detroit v. Grinnell Corp., 495 F.2d 448, 463 (2d Cir. 1974), abrogated on other grounds by Goldberger v. Integrated Res., Inc., 209 F.3d 43 (2d Cir. 2000) and Rule 23(e)(2) of the Federal Rules of Civil Procedure. This Court further finds that the Settlement set forth in the Settlement Agreement is the result of arm's length negotiations between experienced counsel representing the interests of the Parties, and that Class Counsel and Exchange-Based Plaintiffs adequately represented the Settlement Class for the purpose of entering into and implementing the Settlement Agreement. Accordingly, the Settlement embodied in the Settlement Agreement is hereby approved in all respects. The Parties are hereby directed to carry out the Settlement Agreement in accordance with all of its terms and provisions, including the termination provisions, and as further set forth in this judgment. There is no just reason for delay in the entry of this Final Judgment and Approval Order, and immediate entry by the Clerk of the Court is expressly directed pursuant to Rule 54(b) of the Federal Rules of Civil Procedure. (J.P. Morgan Chase & Co., JP Morgan Chase Bank, N.A., Bank of America Corporation and Bank of America, N.A. terminated.) (Signed by Judge Naomi Reice Buchwald on 9/17/2020) Filed In Associated Cases: 1:11-md-02262-NRB, 1:11-cv-02613-NRB (jwh)
3177 order Judgment ~Util - Add and Terminate Parties Thu 09/17 5:09 PM
FINAL JUDGMENT AND ORDER AND FINAL APPROVAL OF EXCHANGE-BASED PLAINTIFFS' CLASS ACTION SETTLEMENT WITH CITI: IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT: This Final Judgment and Approval Order and Final Approval of Exchange-Based Plaintiffs' Class Action Settlement with Citi ("Final Judgment and Approval Order") hereby incorporates by reference the definitions in the Settlement Agreement and in the Court's March 2, 2020 Order (1) Preliminarily Approving Settlements with Defendants Bank of America, Barclays Bank plc, Citi, Deutsche Bank, HSBC Bank plc, JPMorgan and Socit Gnrale; (2) Approving the Proposed Form and Program of Notice; and (3) Scheduling a Fairness Hearing, In re LIBOR-Based Fin. Instruments Antitrust Litig., No. 11-md-2262, 2020 WL 1059489 (S.D.N.Y. Mar. 2, 2020) [ECF No. 3038] (the "Preliminary Approval Order"). All terms used herein shall have the same meanings as set forth in the Settlement Agreement or Preliminary Approval Order unless otherwise indicated. Pursuant to Rule 23(g) of the Federal Rules of Civil Procedure, and solely for settlement purposes, the law firms of Lovell Stewart Halebian Jacobson LLP and Kirby McInerney LLP are designated as settlement class counsel ("Settlement Class Counsel") for the Exchange-Based Plaintiffs' Action. This Court has personal jurisdiction over Exchange-Based Plaintiffs, the Settling Defendants, and all members of the Settlement Class and subject matter jurisdiction over the Action to approve the Settlement Agreement and all exhibits attached thereto under 28 U.S.C. § 1331, and as Pursuant to Rule 23(e)(2) of the Federal Rules of Civil Procedure, this Court hereby finally approves the Settlement, as set forth in the Settlement Agreement, and finds that the Settlement is, in all respects, fair, reasonable and adequate as to, and in the best interests of the Settlement Class, including Exchange-Based Plaintiffs. In reaching this conclusion, the Court considered the factors set forth in City of Detroit v. Grinnell Corp., 495 F.2d 448, 463 (2d Cir. 1974), abrogated on other grounds by Goldberger v. Integrated Res., Inc., 209 F.3d 43 (2d Cir. 2000) and Rule 23(e)(2) of the Federal Rules of Civil Procedure. This Court further finds that the Settlement set forth in the Settlement Agreement is the result of arm's length negotiations between experienced counsel representing the interests of the Parties, and that Settlement Class Counsel and Exchange-Based Plaintiffs adequately represented the Settlement Class for the purpose of entering into and implementing the Settlement Agreement. Accordingly, the Settlement embodied in the Settlement Agreement is hereby approved in all respects. The Parties are hereby directed to carry out the Settlement Agreement in accordance with all of its terms and provisions, including the termination provisions, and as further set forth in this judgment. There is no just reason for delay in the entry of this Final Judgment and Approval Order, and immediate entry by the Clerk of the Court is expressly directed pursuant to Rule 54(b) of the Federal Rules of Civil Procedure. (Citigroup Inc., Citibank NA and Citigroup Global Markets Inc. terminated.) (Signed by Judge Naomi Reice Buchwald on 9/17/2020) Filed In Associated Cases: 1:11-md-02262-NRB, 1:11-cv-02613-NRB (jwh)
3176 order Judgment ~Util - Add and Terminate Parties Thu 09/17 5:09 PM
FINAL JUDGMENT AND ORDER AND FINAL APPROVAL OF EXCHANGE-BASED PLAINTIFFS' CLASS ACTION SETTLEMENT WITH DEUTSCHE BANK: IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT: This Final Judgment and Approval Order hereby incorporates by reference the definitions in the Settlement Agreement and the Court's March 2, 2020 Order (1) Preliminarily Approving Settlements with Defendants Bank of America, Barclays Bank plc, Citi, Deutsche Bank, HSBC Bank plc, JPMorgan and Socit Gnrale; (2) Approving the Proposed Form and Program of Notice; and (3) Scheduling a Fairness Hearing, In re LIBOR-Based Fin. Instruments Antitrust Litig., No. 11 MD 2262, 2020 WL 1059489 (S.D.N.Y. Mar. 2, 2020); [ECF No. 3038] (the "Preliminary Approval Order"), and all terms used herein shall have the same meanings as set forth in the Settlement Agreement or Preliminary Approval Order unless otherwise indicated. The Settlement Fund has been established as a trust and shall be established as a fiduciary account (the "Settlement Fiduciary Account"). Settlement Class Counsel's request for attorneys' fees, reimbursement of expenses and Settlement Class Representative service awards shall be the subject of a separate order. There is no just reason for delay in the entry of this Final Judgment and Approval Order, and immediate entry by the Clerk of the Court is expressly directed pursuant to Rule 54(b) of the Federal Rules of Civil Procedure. (And as further set forth herein.) IT IS SO ORDERED. Deutsche Bank Securities Inc., DB Group Services (UK) Limited and Deutsche Bank AG terminated. (Signed by Judge Naomi Reice Buchwald on 9/17/2020) Filed In Associated Cases: 1:11-md-02262-NRB, 1:11-cv-02613-NRB (jca)
3175 order Judgment ~Util - Add and Terminate Parties Thu 09/17 5:00 PM
FINAL JUDGMENT AND ORDER AND FINAL APPROVAL OF EXCHANGE-BASED PLAINTIFFS' CLASS ACTION SETTLEMENT WITH BARCLAYS BANK PLC: IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT: 1. Incorporation of Settlement Documents - This Final Judgment and Approval Order hereby incorporates by reference the definitions in the Settlement Agreement and the Court's March 2, 2020 Order (1) Preliminarily Approving Settlements with Defendants Bank of America, Barclays Bank plc, Citi, Deutsche Bank, HSBC Bank plc, JPMorgan and Socit Gnrale; (2) Approving the Proposed Form and Program of Notice; and (3) Scheduling a Fairness Hearing, In re LIBOR-Based Fin. Instruments Antitrust Litig., No. 11 MD 2262, 2020 WL 1059489 (S.D.N.Y. Mar. 2, 2020); [ECF No. 3038] (the "Preliminary Approval Order"), and all terms used herein shall have the same meanings as set forth in the Settlement Agreement or Preliminary Approval Order unless otherwise indicated. Pursuant to Rule 23(g) of the Federal Rules of Civil Procedure, and solely for settlement purposes, the law firms of Lovell Stewart Halebian Jacobson LLP and Kirby McInerney LLP are designated as settlement class counsel ("Settlement Class Counsel") for the Exchange-Based Plaintiffs' Action. This Court has personal jurisdiction over Exchange-Based Plaintiffs, the Settling Defendant, and all members of the Settlement Class and subject matter jurisdiction over the Action to approve the Settlement Agreement and all exhibits attached thereto under 28 U.S.C. § 1331. Pursuant to Rule 23(e)(2) of the Federal Rules of Civil Procedure, this Court hereby finally approves the Settlement, as set forth in the Settlement Agreement, and finds that the Settlement is, in all respects, fair, reasonable and adequate as to, and in the best interests of the Settlement Class Members, including Exchange-Based Plaintiffs. The Settlement Fund has been established as a trust and shall be established as a fiduciary account (the "Settlement Fiduciary Account"). Settlement Class Counsel's request for attorneys' fees, reimbursement of expenses and Settlement Class Representative service awards shall be the subject of a separate order. There is no just reason for delay in the entry of this Final Judgment and Approval Order, and immediate entry by the Clerk of the Court is expressly directed pursuant to Rule 54(b) of the Federal Rules of Civil Procedure. (And as further set forth herein.) IT IS SO ORDERED. Barclays Bank Plc, terminated. (Signed by Judge Naomi Reice Buchwald on 9/17/2020) Filed In Associated Cases: 1:11-md-02262-NRB, 1:11-cv-02613-NRB (jca)
order Order Thu 09/17 9:26 AM
The dial-in for the fairness hearing scheduled for 11:00 a.m. today is (888)
Tuesday, September 15, 2020
3174 misc Letter Tue 09/15 5:21 PM
LETTER addressed to Judge Naomi Reice Buchwald from Christopher Lovell and David E. Kovel dated September 15, 2020 re: Proposed Orders in regards to Plaintiffs' Motion for Final Approval. Document filed by 303030 Trading, LLC, Atlantic Trading USA, LLC, FTC Futures Fund PCC Ltd, FTC Futures Fund SICAV, Gary Francis, Nathaniel Haynes, Metzler Investment GmbH, 303030 Trading LLC, Gary Francis, Nathaniel Haynes, Metzler Investment GmbH.Filed In Associated Cases: 1:11-md-02262-NRB, 1:11-cv-02613-NRB.(Kovel, David)
Att: 1 Exhibit 1,
Att: 2 Exhibit 2,
Att: 3 Exhibit 3,
Att: 4 Exhibit 4,
Att: 5 Exhibit 5,
Att: 6 Exhibit 6
Question boardork, wasn’t something written along time ago that said the existing company would be entitled to 5 % of the magic pot that remains. Along time ago there was some discussion about this. Wouldn’t MR cooper be entitled to the 5% pot ? Including the use of the NOL
Anyone know the values Of these isin’s
WMIH CORP ISIN Codes: For those who chose to look on their own.
US9393221117 WMI WT EXP MATURITY 05/03/2041
US939322024 WMI PFD SErC Perp
US9393224004 WMIPFD SER E Perp
US9393225092 WMI PFD Ser F 8.3%
US9393226082 WMI DEPOSITORY RCPT SER F EACH SH REPOSITORY
US9393227072 WMI CL A
US9393227569 WMI PRF SER S
US9393227643 WMI CONV PERP PFD SER T ACCD INVS
US9393227726 WMI CONV PERP PFD SER T 144A
US9393227809 WMI CONV PERP PFD SER S ACCS INVS
US9393227981 WMI CONV PERP PFD
US9393228062 PFD
Great DD boardork AZ and royal
Here comes his back up, honestly here for coop, he’s been here way before coop talking smack. The lies need to stop and manipulation needs to end. These negative lies and people pretending to be here for the good of the board needs to end. Please go away if you have nothing good to say. The dream team is here protecting each other trying to legitimize why they are actually here