Mr Cooper Group Inc (COOP)

[Dmdmd2020]

I finally found the legislation and documentation, IMO...that states Securitizations cannot be seized by the FDIC!

The following two articles details the genesis and approval of the legislation:

https://www.housingwire.com/articles/fdic-extends-safe-harbor-transfer-new-existing-abs-assets

“FDIC Extends 'Safe Harbor' for Transfer of New, Existing ABS Assets

November 12, 2009 Diana Golobay

The Federal Deposit Insurance Corp. (FDIC) on Thursday approved an interim rule providing a "safe harbor" for the transfer of assets related to certain types of asset-backed securities (ABS) from insured depositary institutions. The transitional safe harbor applies to all securitizations issued before March 31, 2010, shielding the assets from seizure by the FDIC in instances where the insured depositary institutions fail. The resolution clears some uncertainty regarding the treatment of transferred assets under pending accountancy rule changes for off-balance sheet securitizations, according to Fitch Ratings. Fitch indicated it can now assign ratings to these assets higher than those placed on the originating entity, thanks to the interim rule. The rule grandfathers existing transactions and those issued before March 31, 2010, if the transactions would be compliant with the existing securitization rule and would qualify as a Generally Acceptable Accounting Principals (GAAP) sale for reporting periods before Nov. 15, 2009, Fitch said. "Fitch believes the Interim Rule effectively addresses a key concern that results from existing transactions losing GAAP sale status following implementation of the new accounting rules," Fitch said in a statement Thursday. "Prior to today's clarification, the comfort previously provided by the FDIC -- that it would not seek to recover financial assets transferred in connection with a securitization or participation -- had been jeopardized by SFAS 166 as one of the preconditions of the Securitization Rule was that the transfer qualify as a sale under GAAP provisions." The American Securitization Forum (ASF) also issued a statement supporting the securitization rule extension. “ASF welcomes the FDIC Board’s unanimous action this morning to extend application of the FDIC’s securitization rule to provide needed certainty to existing securitizations as well as those issued over the next few months," ASF said Thursday. "The application of this rule had been cast in doubt by accounting standards changes that will take effect for reporting periods after November 15th, 2009." ASF adds: "Today's action by the FDIC Board will resolve this uncertainty and will allow bank securitizations of credit card and auto loans to resume, which in turn will make additional credit available to consumers at a critical time for the American economy.” Write to Diana Golobay.”

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https://www.housingwire.com/articles/fdics-proposed-rule-targets-sustainable-securitization

“FDIC's Proposed Rule Targets 'Sustainable' Securitization

December 15, 2009 Diana Golobay

The Federal Deposit Insurance Corp. (FDIC) approved an advanced notice of proposed rule-making regarding safe harbor protection of failed institutions' assets being transferred for securitization. The new rule-making comes after a move in mid-November to grandfather securitization or participations in process through March 31, 2010 through a transitional safe harbor. Under this safe harbor, assets being transferred for securitization cannot be seized by the FDIC if the issuing firm fails or is taken over in receivership. "The misalignment of incentives in securitizations has contributed to massive losses to insured institutions, to the [deposit insurance fund] DIF, and to our financial system," said FDIC chairman Sheila Bair. "Fostering a sustainable securitization market that emphasizes transparency, loan quality, risk retention, and appropriate incentives and authorities for restructuring troubled loans will restore investor confidence and help banks diversify their funding sources while managing interest rate risk for longer dated assets." Bair added: "The sample regulatory text for conditions to a FDIC safe harbor would, I believe, go far towards correcting the weaknesses in securitization that contributed to the crisis and is very consistent with the direction of legislation in the House and Senate." With Financial Accounting Standards (FAS) 166 and 167 taking effect Jan. 1, 2010, most securitizations will not meet off-balance-sheet standards for sale treatment, the FDIC said in a statement Tuesday. In a statement on the FDIC's advance notice of proposed rule-making on securitizations, Comptroller of the Currency John Dugan said the suggested 5% credit risk retention would make sales treatment more difficult to achieve under FAS 166 and 167, with capital and credit constriction implications. He indicated that limiting securitization transactions to no more than six credit tranches could inhibit the flexibility of issuers to meet differing cash flow needs of various investors. He also said it might restrict investor interest if this structure is not deemed as liquid as competing alternatives. Dugan said the suggested requirement that all residential mortgages in a securitization comply with all regulatory standards as well as supervisory guidance in effect at the time of origination would complicate the assessment of the loans for qualification. He asked: "How would compliance with this standard be evaluated? And what if a very minor portion of a securitization did not qualify?" In an interview Monday with the Institutional Risk Analyst (IRA), Michael Krimminger, special advisor for policy to the chairman of the FDIC, said the advance notice of proposed rule-making will set new requirements on future securitizations established after March 31st. "The conditions we will be proposing to our Board focus on residential mortgage backed securitizations because we have seen the clearest evidence of the problems created by the misalignment of incentives in that asset class," he said. "These conditions focus on key issues that investors, banks and many others have been asking about -- greater transparency, simpler capital structures, clearer terms defining the roles and responsibilities of parties to the transaction, strengthened standards for loss mitigation, and risk retention." Krimminger added: "Fundamentally, what we are hearing is that investors will not return to RMBS, particularly, without greater transparency throughout the deal and about the securitized assets. That is also crucial to safer securitization for banks and the DIF." The IRA's interview with Krimminger will appear in an upcoming issue of HousingWire, due to hit mailboxes in January. Write to Diana Golobay.”

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IMO...my conclusions as of March 09, 2019:

1) “The transitional safe harbor applies to all securitizations issued before March 31, 2010, shielding the assets from seizure by the FDIC in instances where the insured depository institutions fail.”

Therefore, the MBS Trusts that were created by WMI subsidiaries were illegally seized by the FDIC

2) IMO...WMI subsidiaries created and retained more than just the residual tranches, but rather they retained senior and subordinate tranches.


https://www.sec.gov/Archives/edgar/data/933136/000104746908009146/a2187197z10-q.htm

Page 60

"Off-Balance Sheet Activities

The Company transforms loans into securities through a process known as securitization. When the Company securitizes loans, the loans are usually sold to a qualifying special-purpose entity ("QSPE"), typically a trust. The QSPE, in turn, issues securities, commonly referred to as asset-backed securities, which are secured by future cash flows on the sold loans. The QSPE sells the securities to investors, which entitle the investors to receive specified cash flows during the term of the security. The QSPE uses the proceeds from the sale of these securities to pay the Company for the loans sold to the QSPE. These QSPEs are not consolidated within the financial statements since they satisfy the criteria established by Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. In general, these criteria require the QSPE to be legally isolated from the transferor (the Company), be limited to permitted activities, and have defined limits on the types of assets it can hold and the permitted sales, exchanges or distributions of its assets.

When the Company sells or securitizes loans that it originated, it generally retains the right to service the loans and may retain senior, subordinated, residual, and other interests, all of which are considered retained interests in the sold or securitized assets. Retained interests in mortgage loan securitizations, excluding the rights to service such loans, were $1.23 billion at June 30, 2008, of which $1.13 billion are of investment-grade quality. Retained interests in credit card securitizations were $1.56 billion at June 30, 2008, of which $421 million are of investment-grade quality. Additional information concerning the pretax gains, cash flows, servicing fees, principal and interest received on and valuation of retained interests and loan repurchases, in each case, arising from the Company's securitization activities is included in Note 7 to the Consolidated Financial Statements – "Securitizations" in the Company's 2007 Annual Report on Form 10-K/A. Additional information concerning the revenue and expenses from the sales and servicing of home mortgage loans, including the effects of derivative risk management instruments is included in Note 8 to the Consolidated Financial Statements – "Mortgage Banking Activities" in the Company's 2007 Annual Report on Form 10-K/A. "

4) WMI Escrow Marker Holders are the rightful owners to the beneficial interests in certificate participation in MBS Trusts that were created by WMI subsidiaries.