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8/4/2019 US GOVERNMENT SUES BOTH UBS AND BARCLAYS- TWO FHFA LAWSUITS SEPT 2 2011
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UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF NEW YORK
FEDERAL HOUSING FINANCE AGENCY,AS CONSERVATOR FOR THE FEDERAL
NATIONAL MORTGAGE ASSOCIATIONAND THE FEDERAL HOME LOANMORTGAGE CORPORATION,
Plaintiff,
-against-
BARCLAYS BANK PLC; BARCLAYSCAPITAL INC.; SECURITIZED ASSETBACKED RECEIVABLES LLC; MICHAEL
WADE; JOHN CARROLL; and PAULMENEFEE,
Defendants.
___ CIV. ___ (___)
COMPLAINT
JURY TRIAL DEMANDED
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i
TABLE OF CONTENTS
NATURE OF ACTION ...................................................................................................................1
PARTIES .........................................................................................................................................5
The Plaintiff and the GSEs ..................................................................................................5
The Defendants ....................................................................................................................6
JURISDICTION AND VENUE ......................................................................................................7
FACTUAL ALLEGATIONS ..........................................................................................................8
I. THE SECURITIZATIONS ..................................................................................................8
A. Residential Mortgage-Backed Securitizations In General .......................................8
B. The Securitizations At Issue In This Case .............................................................10
C. The Securitization Process .....................................................................................11
1. Mortgage Loans Are Grouped in Special Purpose Trusts .........................11
2. The Trusts Issue Securities Backed by the Loans ......................................12
II. THE DEFENDANTS PARTICIPATION IN THE SECURITIZATIONPROCESS ..........................................................................................................................14
A. The Role of Each of the Defendants ......................................................................14
1. SABR .........................................................................................................15
2. Barclays Capital .........................................................................................16
3. Barclays Bank ............................................................................................16
4. The Individual Defendants .........................................................................17
B. Defendants Failure To Conduct Proper Due Diligence ........................................17
III. THE REGISTRATION STATEMENTS AND THE PROSPECTUSSUPPLEMENTS................................................................................................................18
A. Compliance With Underwriting Guidelines ..........................................................18
B. Statements Regarding Occupancy Status of Borrower ..........................................21
C. Statements Regarding Loan-to-Value Ratios .........................................................23
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D. Statements Regarding Credit Ratings ....................................................................25
IV. FALSITY OF STATEMENTS IN THE REGISTRATION STATEMENTS ANDPROSPECTUS SUPPLEMENTS ......................................................................................27
A. The Statistical Data Provided in the Prospectus Supplements ConcerningOwner Occupancy and LTV Ratios Was Materially False ....................................27
1. Owner Occupancy Data Was Materially False ..........................................28
2. Loan-to-Value Data Was Materially False ................................................30
B. The Originators of the Underlying Mortgage Loans SystematicallyDisregarded Their Underwriting Guidelines .........................................................32
1. Government Investigations Have Confirmed That the Originatorsof the Loans in the Securitizations Systematically Failed to Adhere
to Their Underwriting Guidelines ..............................................................33
2. The Collapse of the Certificates Credit Ratings Further Indicatesthat the Mortgage Loans were not Originated in Adherence to theStated Underwriting Guidelines. ................................................................37
3. The Surge in Mortgage Delinquency and Default Further Indicatesthat the Mortgage Loans Were Not Originated in Adherence to theStated Underwriting Guidelines .................................................................38
V. FANNIE MAES AND FREDDIE MACS PURCHASES OF THE GSECERTIFICATES AND THE RESULTING DAMAGES .................................................40
FIRST CAUSE OF ACTION ........................................................................................................41
SECOND CAUSE OF ACTION ...................................................................................................45
THIRD CAUSE OF ACTION .......................................................................................................48
FOURTH CAUSE OF ACTION ...................................................................................................51
FIFTH CAUSE OF ACTION ........................................................................................................54
SIXTH CAUSE OF ACTION .......................................................................................................57
SEVENTH CAUSE OF ACTION .................................................................................................60
EIGHTH CAUSE OF ACTION ....................................................................................................62
PRAYER FOR RELIEF ................................................................................................................66
JURY TRIAL DEMANDED .........................................................................................................67
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1
Plaintiff Federal Housing Finance Agency (FHFA), as conservator of The Federal
National Mortgage Association (Fannie Mae) and The Federal Home Loan Mortgage
Corporation (Freddie Mac), by its attorneys, Quinn Emanuel Urquhart & Sullivan, LLP, for its
Complaint herein against Barclays Bank PLC (Barclays Bank), Barclays Capital Inc.
(Barclays Capital), and Securitized Asset Backed Receivables LLC (SABR) (collectively,
Barclays), Michael Wade, John Carroll, and Paul Menefee (collectively, the Individual
Defendants, and together with Barclays, the Defendants) alleges as follows:
NATURE OF ACTION
1. This action arises out of Defendants actionable conduct in connection with theoffer and sale of certain residential mortgage-backed securities (RMBS) to Fannie Mae and
Freddie Mac (collectively, the Government Sponsored Enterprises or the GSEs). These
securities were sold pursuant to registration statements, including prospectuses and prospectus
supplements that formed part of those registration statements, which contained materially false
or misleading statements and omissions. Defendants falsely stated that the underlying
mortgage loans and properties complied with certain underwriting guidelines and standards,
including representations that significantly overstated the ability of the borrowers to repay their
mortgage loans. These representations were material to the GSEs, as reasonable investors, and
their falsity violates Sections 11, 12(a)(2), and 15 of the Securities Act of 1933, 15 U.S.C. 77a
et seq., Sections 13.1-522(A)(ii) and 13.1-522(C) of the Virginia Code, Sections 31-
5606.05(a)(1)(B) and 31-5606.05(c) of the District of Columbia Code, and constitutes negligent
misrepresentation.
2. Between October 28, 2005 and February 28, 2007, Fannie Mae and Freddie Macpurchased approximately $4.9 billion in residential mortgage-backed securities (the GSE
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Certificates) issued in connection with eight Barclays-underwritten securitizations.1 The GSE
Certificates purchased by Freddie Mac, along with date and amount of the purchases, are listed
infra in Table 10. The GSE Certificates purchased by Fannie Mae, along with date and amount
of the purchases, are listed infra in Table 11. The following eight securitizations are at issue in
this action:
i. Argent Securities Inc., Asset-Backed Pass-Through Certificates, Series 2005-W3(ARSI 2005-W3);
ii. Fremont Home Loan Trust, Mortgage-Backed Certificates, Series 2005-D (FHLT2005-D);
iii.
Ameriquest Mortgages Securities Inc., Asset-Backed Pass-Through Certificates,Series 2005-R10 (AMSI 2005-R10);
iv. Argent Securities Inc., Asset-Backed Pass-Through Certificates, Series 2006-W5(ARSI 2006-W5);
v. Securitized Asset Backed Receivables LLC Trust, C-Bass Mortgage Loan Asset-Backed Certificates, Series 2006-CB1 (CBASS 2006-CB1);
vi. Argent Securities Inc., Asset-Backed Pass-Through Certificates, Series 2006-W2(ARSI 2006-W2)
vii. Fremont Home Loan Trust, Mortgage-Backed Certificates, Series 2006-C (FHLT2006-C);
viii. Securitized Asset Backed Receivables LLC Trust, C-Bass Mortgage Loan Asset-Backed Certificates, Series 2007-CB2 (CBASS 2007-CB2);
(collectively, the Securitizations).
3. Each Certificate was offered for sale pursuant to one of seven shelf registrationstatements (the Shelf Registration Statements) filed with the Securities and Exchange
Commission (the SEC). Defendant SABR filed two of the Shelf Registration Statements (the
1 For purposes of this Complaint, the securities issued under the RegistrationStatements (as defined in paragraph 4 below) are referred to as Certificates, while theparticular Certificates that Fannie Mae and Freddie Mac purchased are referred to as the GSECertificates. Holders of Certificates are referred to as Certificateholders.
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SABR Shelf Registration Statements) that pertained to two of the Securitizations CBASS
2006-CB1 and CBASS 2007-CB2 (the SABR Securitizations). The Individual Defendants
signed one or more of the SABR Shelf Registration Statements and the amendments thereto.
Argent Securities Inc., Fremont Mortgage Securities, and Ameriquest Mortgage Securities Inc.
filed the remaining five Shelf Registration Statements. Barclays Capital was the lead or co-lead
underwriter and the underwriter who sold the GSE Certificates to Fannie Mae and Freddie Mac
with respect to all the Securitizations.
4. For each Securitization, a prospectus (Prospectus) and prospectus supplement(Prospectus Supplement) were filed with the SEC as part of the Registration Statement
2
for
that Securitization. The GSE Certificates were marketed and sold to Fannie Mae and Freddie
Mac pursuant to the Registration Statements, including the Shelf Registration Statements and the
corresponding Prospectuses and Prospectus Supplements.
5. The Registration Statements contained statements about the characteristics andcredit quality of the mortgage loans underlying the Securitizations, the creditworthiness of the
borrowers of those underlying mortgage loans, and the origination and underwriting practices
used to make and approve the loans. Such statements were material to a reasonable investors
decision to invest in mortgage-backed securities by purchasing the Certificates. Unbeknownst
to Fannie Mae and Freddie Mac, these statements were materially false, as significant
percentages of the underlying mortgage loans were not originated in accordance with the
represented underwriting standards and origination practices and had materially poorer credit
quality than what was represented in the Registration Statements.
2 The term Registration Statement as used herein incorporates the Shelf RegistrationStatement, the Prospectus, and the Prospectus Supplement for each referenced Securitization,except where otherwise indicated.
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6. The Registration Statements also contained statistical summaries of the groups ofmortgage loans in each Securitization, such as the percentage of loans secured by owner-
occupied properties and the percentage of the loan groups aggregate principal balance with
loan-to-value ratios within specified ranges. This information was also material to reasonable
investors. However, a loan-level analysis of a sample of loans for each Securitizationa
review that encompassed thousands of mortgages across all of the Securitizationshas revealed
that these statistics were false and omitted material facts due to inflated property values and
misstatements of other key characteristics of the mortgage loans.
7.
For example, the percentage of owner-occupied properties is a material risk factor
to the purchasers of Certificates, such as Fannie Mae and Freddie Mac, since a borrower who
lives in a mortgaged property is generally less likely to stop paying his or her mortgage and more
likely to take better care of the property. Likewise, the Prospectus Supplements misrepresented
other material factors, including the true value of the mortgaged properties relative to the amount
of the underlying loans.
8. Defendants Barclays Capital (which lead underwrote and then sold the GSECertificates to the GSEs), SABR (which acted as depositor in the SABR Securitizations), and the
Individual Defendants (who signed the SABR Shelf Registration Statements) are directly
responsible for the misstatements and omissions of material fact contained in the Registration
Statements because they prepared, signed, filed and/or used these documents to market and sell
the Certificates to Fannie Mae and Freddie Mac.
9. Defendant Barclays Bank is likewise responsible for the misstatements andomissions of material fact contained in the Registration Statements by virtue of its direction and
control over the business operations of Defendants Barclays Capital and SABR. Barclays Bank
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directly participated in and exercised dominion and control over the business operations of
Defendants Barclays Capital and SABR.
10. Fannie Mae and Freddie Mac purchased approximately $4.9 billion of theCertificates pursuant to the Registration Statements filed with the SEC. These documents
contained misstatements and omissions of material facts concerning the quality of the underlying
mortgage loans, the creditworthiness of the borrowers, and the practices used to originate such
loans. As a result of Defendants misstatements and omissions of material fact, Fannie Mae
and Freddie Mac have suffered substantial losses as the value of their holdings has significantly
deteriorated.
11. FHFA, as Conservator of Fannie Mae and Freddie Mac, brings this action againstthe Defendants for violations of Sections 11, 12(a)(2), and 15 of the Securities Act of 1933, 15
U.S.C. 77k, 77(a)(2), 77o, Sections 13.1-522(A)(ii) and 13.1-522(C) of the Virginia Code,
Sections 31-5606.05(a)(1)(B) and 31-5606.05(c) of the District of Columbia Code, and for
negligent misrepresentation.
PARTIES
The Plaintiff and the GSEs
12. The Federal Housing Finance Agency is a federal agency located at 1700 GStreet, N.W. in Washington, D.C. FHFA was created on July 30, 2008 pursuant to the Housing
and Economic Recovery Act of 2008 (HERA), Pub. L. No. 110-289, 122 Stat. 2654 (2008)
(codified at 12 U.S.C. 4617) to oversee Fannie Mae, Freddie Mac, and the Federal Home Loan
Banks. On September 6, 2008, under HERA, the Director of FHFA placed Fannie Mae and
Freddie Mac into conservatorship and appointed FHFA as conservator. In that capacity, FHFA
has the authority to exercise all rights and remedies of the GSEs, including but not limited to, the
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authority to bring suits on behalf of and/or for the benefit of Fannie Mae and Freddie Mac. 12
U.S.C. 4617(b)(2).
13. Fannie Mae and Freddie Mac are government-sponsored enterprises chartered byCongress with a mission to provide liquidity, stability and affordability to the United States
housing and mortgage markets. As part of this mission, Fannie Mae and Freddie Mac invested
in residential mortgage-backed securities. Fannie Mae is located at 3900 Wisconsin
Avenue, NW in Washington, D.C. Freddie Mac is located at 8200 Jones Branch Drive in
McLean, Virginia.
The Defendants
14. Defendant Barclays Bank is a public limited company registered in England andWales, with its registered head office at Churchill Place, London E14 5HP. Barclays Bank
maintains a New York Branch that is located at 200 Park Avenue, New York, New York 10166.
Together with its subsidiary companies, it is an international financial services group engaged
primarily in banking, investment banking, and asset management.
15. Defendant Barclays Capital is an SEC-registered broker-dealer. BarclaysCapital is a Connecticut corporation that is principally located at 200 Park Avenue, New York,
New York 10166. Barclays Capital is a wholly-owned subsidiary of Barclays Bank.
Defendant Barclays Capital was the lead or co-lead underwriter for each Securitization, and was
intimately involved in the offerings. Fannie Mae and Freddie Mac purchased all of the GSE
Certificates from Barclays Capital in its capacity as underwriter of the Securitizations.
16. Defendant SABR is a Delaware corporation, and is principally located at 200 ParkAvenue, New York, New York 10166. SABR is a wholly owned subsidiary of Barclays Bank.
SABR was the depositor for the SABR Securitizations. SABR, as depositor, was also
responsible for preparing and filing reports required under the Securities Exchange Act of 1934.
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17. Defendant Michael Wade was President and Chief Executive Officer at SABR.Mr. Wade signed the SABR Shelf Registration Statements and the amendments thereto, and did
so in New York.
18. Defendant John Carroll was Vice President and Chief Financial Officer at SABR.Mr. Carroll signed the SABR Shelf Registration Statements and the amendments thereto, and did
so in New York.
19. Defendant Paul Menefee was Vice President and Chief Accounting Officer atSABR. Mr. Menefee signed the SABR Shelf Registration Statements and the amendments
thereto, and did so in New York.
The Non-Party Originators
20. The loans underlying the Certificates were acquired by the sponsor for eachSecuritization from non-party mortgage originators.3 The originators principally responsible
for the loans underlying the Certificates were Argent Mortgage Company, L.L.C. (Argent),
Fremont Investment & Loan (Fremont), Ameriquest Mortgage Company (Ameriquest),
HSBC Consumer Lending (USA) Inc. (HSBC), and Lime Financial Inc. (Lime).
JURISDICTION AND VENUE
21. Jurisdiction of this Court is founded upon 28 U.S.C. 1345, which gives federalcourts original jurisdiction over claims brought by FHFA in its capacity as conservator of Fannie
Mae and Freddie Mac.
22. Jurisdiction of this Court is also founded upon 28 U.S.C. 1331 because theSecurities Act claims asserted herein arise under Sections 11, 12(a)(2), and 15 of the Securities
3 The Securitizations were all sponsored by non-parties. In particular, Ameriquest,Fremont, and Credit-Based Asset Servicing and Securitization (C-BASS) each sponsored oneor more of the eight Securitizations.
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Act of 1933, 15 U.S.C. 77k, 77l(a)(2), 77o. This Court further has jurisdiction over the
Securities Act claims pursuant to Section 22 of the Securities Act of 1933, 15 U.S.C. 77v.
23. This Court has jurisdiction over the statutory claims of violations of Sections13.1-522(A)(ii) and 13.1-522(C) of the Virginia Code and Sections 31-5606.05(a)(1)(B) and 31-
5606.05(c) of the District of Columbia Code, pursuant to this Courts supplemental jurisdiction
under 28 U.S.C. 1367(a). This Court also has jurisdiction over the common law claim of
negligent misrepresentation pursuant to this Courts supplemental jurisdiction under 28 U.S.C.
1367(a).
24.
Venue is proper in this district pursuant to Section 22 of the Securities Act of
1933, 15 U.S.C. 77v, and 28 U.S.C. 1391(b). Barclays Capital and SABR are principally
located in this district. Barclays Bank maintains a branch in this district. Many of the acts and
transactions alleged herein, including the preparation and dissemination of the Registration
Statements, occurred in substantial part within this district. The Individual Defendants signed
the Registration Statements in this district. Defendants are also subject to personal jurisdiction
in this District.
FACTUAL ALLEGATIONS
I. THE SECURITIZATIONSA. Residential Mortgage-Backed Securitizations In General25. Asset-backed securitization distributes risk by pooling cash-producing financial
assets and issuing securities backed by those pools of assets. In residential mortgage-backed
securitizations, the cash-producing financial assets are residential mortgage loans.
26. The most common form of securitization of mortgage loans involves a sponsor the entity that acquires or originates the mortgage loans and initiates the securitization and the
creation of a trust, to which the sponsor directly or indirectly transfers a portfolio of mortgage
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loans. The trust is established pursuant to a Pooling and Servicing Agreement entered into by,
among others, the depositor for that securitization. In many instances, the transfer of assets to
a trust is a two-step process: the financial assets are transferred by the sponsor first to an
intermediate entity, often a limited purpose entity created by the sponsor . . . and commonly
called a depositor, and then the depositor will transfer the assets to the [trust] for the particular
asset-backed transactions. Asset-Backed Securities, Securities Act Release No. 33-8518,
Exchange Act Release No. 34-50905, 84 SEC Docket 1624 (Dec. 22, 2004).
27. Residential mortgage-backed securities are backed by the underlying mortgageloans. Some residential mortgage-backed securitizations are created from more than one cohort
of loans called collateral groups, in which case the trust issues securities backed by different
groups. For example, a securitization may involve two groups of mortgages, with some
securities backed primarily by the first group, and others primarily by the second group.
Purchasers of the securities acquire an ownership interest in the assets of the trust, which in turn
owns the loans. Within this framework, the purchasers of the securities acquire rights to the
cash-flows from the designated mortgage group, such as homeowners payments of principal and
interest on the mortgage loans held by the related trust.
28. Residential mortgage-backed securities are issued pursuant to registrationstatements filed with the SEC. These registration statements include prospectuses, which
explain the general structure of the investment, and prospectus supplements, which contain
detailed descriptions of the mortgage groups underlying the certificates. Certificates are issued
by the trust pursuant to the registration statement, the prospectus, and the prospectus supplement.
Underwriters sell the certificates to investors.
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Transaction Tranche Sponsor DepositorLead
Underwriter(s)
Principal
Amount Issued
Date of
Issuance
Supportin
Loan Grou
CBASS 2006-CB1 AV1Credit-Based Asset
Servicing andSecuritization LLC
SecuritizedAsset BackedReceivables
LLC
Barclays CapitalInc.
$287,298,000 1/26/2006 Group I
ARSI 2006-W2 A1Ameriquest
Mortgage CompanyArgent
Securities Inc.
Barclays CapitalInc. and Deutsche
Bank Securities Inc.
$725,306,000 2/27/2006 Group I
FHLT 2006-C 1A1Fremont Investment
& Loan
FremontMortgageSecurities
Corporation
Barclays CapitalInc.
$459,746,000 8/30/2006 Group 1
CBASS 2007-CB2 A1Credit-Based Asset
Servicing andSecuritization LLC
SecuritizedAsset BackedReceivables
LLC
Barclays CapitalInc.
$220,801,000 2/28/2007 Group I
C. The Securitization Process1. Mortgage Loans Are Grouped in Special Purpose Trusts
31. Non-party sponsors Ameriquest, Fremont, and C-BASS purchased the mortgageloans underlying the Certificates for one or more of the Securitizations after the loans were
originated, either directly from the originators or through affiliates of the originators.
32. The sponsors then sold the mortgage loans for the Securitizations that theysponsored to depositors. C-BASS sold the mortgage loans for two of the Securitizations to
Defendant SABR, as depositor. With respect to the remaining six Securitizations, non-party
sponsors Ameriquest and Fremont sold the mortgage loans to non-party depositors, as reflected
in Table 1, supra at paragraph 30. Defendant Barclays Capital was the lead or co-lead and the
selling underwriter for all eight Securitizations.
33. SABR was a wholly-owned, limited-purpose financial subsidiary of BarclaysCapital. The sole purpose of SABR as depositor was to act as a conduit through which loans
acquired by the sponsor could be securitized and sold to investors.
34. As depositor for the SABR Securitizations, SABR transferred the relevantmortgage loans to the trusts.
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35. As part of each of the Securitizations, the trustee, on behalf of theCertificateholders, executed a Pooling and Servicing Agreement (PSA) with the relevant
depositor and the parties responsible for monitoring and servicing the mortgage loans in that
Securitization. The trust, administered by the trustee, held the mortgage loans pursuant to the
related PSA and issued Certificates, including the GSE Certificates, backed by such loans. The
GSEs purchased the GSE Certificates, through which they obtained an ownership interest in the
assets of the trust, including the mortgage loans.
2. The Trusts Issue Securities Backed by the Loans36. Once the mortgage loans were transferred to the trusts in accordance with the
PSAs, each trust issued Certificates backed by the underlying mortgage loans. The Certificates
were then sold to investors like Fannie Mae and Freddie Mac, which thereby acquired an
ownership interest in the assets of the corresponding trust. Each Certificate entitles its holder to
a specified portion of the cash-flows from the underlying mortgages in the Supporting Loan
Group. The level of risk inherent in the Certificates was a function of the capital structure of
the related transaction and the credit quality of the underlying mortgages.
37. The Certificates were issued pursuant to one of seven Shelf RegistrationStatements filed with the SEC on a Form S-3. The Shelf Registration Statements were
amended by one or more Forms S-3/A filed with the SEC. Each Individual Defendant signed
one or more of the SABR Shelf Registration Statements, including any amendments thereto.
The SEC filing number, registrants, signatories and filing dates for the seven Shelf Registration
Statements and amendments thereto, as well as the Certificates covered by each Shelf
Registration Statement, are reflected in Table 2 below.
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Table 2
SEC
File
No.
Date
Registration
Statement
Filed
Date(s)
Amended
Registration
Statement
Filed
RegistrantsCovered
Certificates
Signatories of
Registration
Statement
Signatories of
Amendments
333
1122371/27/2004 Notapplicable
ArgentSecurities
Inc.ARSI2005W3
AdamJ.Bass;
JohnP.Grazer;
AndrewL.Stidd
Notapplicable
333
1255876/7/2005 Notapplicable
Fremont
Mortgage
Securities
Corporation
FHLT2005D
MurrayL.Zoota;
LouisJ.Rampino;
WayneR.Bailey;
ThomasW.Hayes;
PatrickLamb
Notapplicable
333
12178112/30/2004 Notapplicable
Ameriquest
Mortgage
SecuritiesInc.
AMSI2005R10
AdamJ.Bass;
JohnP.Grazer;
AndrewL.Stidd
Notapplicable
333
12178212/30/2004 1/12/2006
ArgentSecurities
Inc.
ARSI2005W5;
ARSI2006W2
AdamJ.Bass;
JohnP.Grazer;
AndrewL.Stidd
AdamJ.Bass;
JohnP.Grazer;
AndrewL.Stidd
333
1239904/11/2005 12/7/2005
SecuritizedAssetBacked
ReceivablesLLC
CBASS2006CB1MichaelWade;JohnCarroll;
PaulMenefee
MichaelWadeJohnCarroll;
PaulMenefee
333
1325403/17/2006
5/16/2006,
6/23/2006
Fremont
Mortgage
Securities
Corporation
FHLT2006C
MurrayL.Zoota;
LouisJ.Rampino;
WayneR.Bailey;
ThomasW.Hayes;
DonaldPuglisi;
KyleR.Walker;
RonaldNicolas,Jr.
5/16Am.
MurrayL.Zoota;
LouisJ.Rampino;
WayneR.Bailey;
ThomasW.Hayes;
DonaldPuglisi;
PatrickE.Lamb;
AlanFaigin;
6/23Am.
KyleW.Walker;
LouisJ.Rampino;
MurrayL.Zoota;
WayneR.Bailey;
ThomasW.Hayes;
DonaldPuglisi;
RonaldS.Nicolas;
AlanFaigin
333
13054312/20/2005 2/9/2006
SecuritizedAsset
Backed
ReceivablesLLC
CBASS2007CB2
MichaelWade;
JohnCarroll;
PaulMenefee
JohnCarroll;
MichaelWade;
PaulMenefee
38. The Prospectus Supplement for each Securitization describes the underwritingguidelines that purportedly were used in connection with the origination of the underlying
mortgage loans. In addition, the Prospectus Supplements purport to provide accurate statistics
regarding the mortgage loans in each group, including the ranges of and weighted average FICO
credit scores of the borrowers, the ranges of and weighted average loan-to-value ratios of the
loans, the ranges of and weighted average outstanding principal balances of the loans, the debt-
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to-income ratios, the geographic distribution of the loans, the extent to which the loans were for
purchase or refinance purposes; information concerning whether the loans were secured by a
property to be used as a primary residence, second home, or investment property; and
information concerning whether the loans were delinquent.
39. The Prospectus Supplements associated with each Securitization were filed withthe SEC as part of the Registration Statements. The Form 8-Ks attaching the PSAs for each
Securitization were also filed with the SEC. The date on which the Prospectus Supplement and
Form 8-K were filed for each Securitization, as well as the filing number of the Shelf
Registration Statement related to each, are set forth in Table 3 below.
Table 3
TransactionDate Prospectus
Supplement Filed
Filing Date of Form
8-K Attaching PSA
Filing No. of Related Registration
StatementARSI 2005-W3 10/28/2005 11/11/2005 333-112237
FHLT 2005-D 11/16/2005 12/5/2005 333-125587
AMSI 2005-R10 11/23/2005 12/08/2005 333-121781
ARSI 2005-W5 12/27/2005 1/12/2006 333-121782
CBASS 2006-CB1 1/26/2006 2/10/2006 333-123990
ARSI 2006-W2 2/27/2006 3/14/2006 333-121782
FHLT 2006-C 8/31/2006 9/20/2006 333-132540
CBASS 2007-CB2 3/2/2007 3/15/2007 333-130543
40. The Certificates were issued pursuant to the PSAs, and Defendant BarclaysCapital offered and sold the GSE Certificates to Fannie Mae and Freddie Mac pursuant to the
Registration Statements, which, as noted previously, included the Prospectuses and Prospectus
Supplements.
II. THE DEFENDANTS PARTICIPATION IN THE SECURITIZATION PROCESSA. The Role of Each of the Defendants41. Each of the Defendants, including the Individual Defendants, had a role in the
securitization process and the marketing for most or all of the Certificates, which included
purchasing the mortgage loans from the originators, arranging the Securitizations, selling the
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mortgage loans to the depositor, transferring the mortgage loans to the trustee on behalf of the
Certificateholders, underwriting the public offering of the Certificates, structuring and issuing
the Certificates, and marketing and selling the Certificates to investors such as Fannie Mae and
Freddie Mac.
42. With respect to each Securitization, the depositor, underwriters, and IndividualDefendants who signed the Registration Statement, as well as the Defendants who exercised
control over the activities, are liable, jointly and severally, as participants in the registration,
issuance and offering of the Certificates, including issuing, causing, or making materially
misleading statements in the Registration Statements, and omitting material facts required to be
stated therein or necessary to make the statements contained therein not misleading.
1. SABR43. Defendant SABR is a wholly owned subsidiary of Barclays Bank. It is a special
purpose entity formed solely for the purpose of purchasing mortgage loans, filing registration
statements with the SEC, forming issuing trusts, assigning mortgage loans and all of its rights
and interests in such mortgage loans to the trustee for the benefit of the Certificateholders, and
depositing the underlying mortgage loans into the issuing trusts.
44. SABR was the depositor for two of the eight Securitizations. In its capacity asdepositor, SABR purchased the mortgage loans from the sponsor (which was C-BASS in the
SABR Securitizations) pursuant to a mortgage loan purchase and warranties agreement. SABR
then sold, transferred, or otherwise conveyed the mortgage loans to be securitized to the trusts.
SABR, together with the other Defendants, was also responsible for preparing and filing the
Registration Statements pursuant to which the Certificates were offered for sale. The trusts in
turn held the mortgage loans for the sole benefit of the Certificateholders, and issued the
Certificates in public offerings for sale to investors such as Fannie Mae and Freddie Mac.
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2. Barclays Capital45. Defendant Barclays Capital was formed in 1997 and is the investment banking
division of Barclays Bank. Defendant Barclays Capital was, at all relevant times, a registered
broker/dealer and one of the leading underwriters of mortgage and other asset-backed securities
in the United States.
46. Barclays Capital was the lead or co-lead underwriter in each of theSecuritizations. In that role, it was responsible for underwriting and managing the offer and
sale of the Certificates to Fannie Mae and Freddie Mac and other investors. Barclays Capital
was also obligated to conduct meaningful due diligence to ensure that the Registration
Statements did not contain any material misstatements or omissions, including as to the manner
in which the underlying mortgage loans were originated, underwritten, and transferred.
3. Barclays Bank47. Barclays Bank employed its wholly-owned subsidiaries, Barclays Capital and
SABR, in the key steps of the securitization process. With respect to the SABR Securitizations,
the depositor was SABR. SABR does not have any significant assets and was created for the
sole purpose of acquiring and pooling residential loans, offering securities or other mortgage- or
asset-related securities, and related activities. Barclays Capital, the investment banking division
of Barclays Bank, was the lead and selling underwriter with respect to all of the Securitizations.
48. As the sole corporate parent of Barclays Capital and SABR, Barclays Bank hadthe practical ability to direct and control the actions of Barclays Capital and SABR related to the
Securitizations, and in fact exercised such direction and control over the activities of these
entities related to the issuance and sale of the Certificates. Furthermore, Barclays Bank, upon
information and belief, shared overlapping management with the other Defendant entities. For
instance, Defendant John Carroll was Vice President and Chief Financial Officer at SABR. Mr.
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Carroll was also Managing Director at Barclays Bank. Mr. Carroll signed the SABR Shelf
Registration Statements as an employee of both Barclays Bank and SABR.
4. The Individual Defendants49. Defendant Michael Wade was President and Chief Executive Officer at SABR.
Mr. Wade signed the SABR Shelf Registration Statements and the amendments thereto.
50. Defendant John Carroll was Vice President and Chief Financial Officer at SABR.Mr. Carroll was also Managing Director at Barclays Bank. Mr. Carroll signed the SABR Shelf
Registration Statements and the amendments thereto.
51. Defendant Paul Menefee was Vice President and Chief Accounting Officer atSABR. Mr. Menefee signed the SABR Shelf Registration Statements and the amendments
thereto.
B. Defendants Failure To Conduct Proper Due Diligence52. The Defendants failed to conduct adequate and sufficient due diligence to ensure
that the mortgage loans underlying the Securitizations complied with the representations in the
Registration Statements.
53. During the time period in which the Certificates were issuedapproximately2005 through 2007Barclays was extensively involved in the subprime mortgage market. In
2005, Barclays Capital securitized $27.1 billion in mortgage-backed securities, putting it in the
top ten banks in this category. In June 2006, Barclays Bank acquired mortgage servicer
HomeEq Servicing Corporation from Wachovia Corporation. In April 2007, Barclays Bank
acquired EquiFirst Corporation (EquiFirst), the non-prime mortgage origination business of
Regions Financial Corporation for $76 million. EquiFirst made $24.4 billion of high interest
loans between 2005 and 2007. Barclays Bank stated that EquiFirst was to be combined with
Barclays Capitals active U.S. wholesale mortgage business, mortgage servicing, and capital
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markets capabilities to create a vertically integrated franchise for the purchase and securitization
of non-prime mortgages.
54. Defendants had enormous financial incentives to complete as many offerings asquickly as possible without regard to ensuring the accuracy or completeness of the Registration
Statements, or conducting adequate and reasonable due diligence. For example, Barclays
Capital, as the underwriter, was paid a commission based on the amount it received from the sale
of the Certificates to the public.
55. The push to securitize large volumes of mortgage loans contributed to the absenceof controls needed to prevent the inclusion of untrue statements of material facts and omissions
of material facts in the Registration Statements. In particular, Defendants failed to conduct
adequate diligence or otherwise to ensure the accuracy of the statements in the Registrations
Statements pertaining to the Securitizations.
III. THE REGISTRATION STATEMENTS AND THE PROSPECTUSSUPPLEMENTS
A. Compliance With Underwriting Guidelines56. The Prospectus Supplements for each Securitization describe the mortgage loan
underwriting guidelines pursuant to which the mortgage loans underlying the related
Securitizations were to have been originated. These guidelines were intended to assess the
creditworthiness of the borrower, the ability of the borrower to repay the loan, and the adequacy
of the mortgaged property as security for the loan.
57. The statements made in the Prospectus Supplements, which, as discussed, formedpart of the Registration Statement for each Securitization, were material to a reasonable
investors decision to purchase and invest in the Certificates because the failure to originate a
mortgage loan in accordance with the applicable guidelines creates a higher risk of delinquency
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and default by the borrower, as well as a risk that losses upon liquidation will be higher, thus
resulting in a greater economic risk to an investor.
58. The Prospectus Supplements for the Securitizations contained several keystatements with respect to the underwriting standards of the entities that originated the loans in
the Securitizations. For example, the Prospectus Supplement for the AMSI 2005-R10
Securitization, for which Ameriquest was the originator, Barclays Capital was the underwriter
and Ameriquest Mortgage Securities, Inc. was the depositor, stated that: All mortgage loans to
be included in a trust fund will have been subject to underwriting standards acceptable to the
depositor and applied as described in the following paragraph. Each mortgage loan seller, or
another party on its behalf, will represent and warrant that mortgage loans purchased by or on
behalf of the depositor from it have been originated by the related originators in accordance with
these guidelines. It also stated that the Underwriting Guidelines are primarily intended to
evaluate: (1) the applicants credit standing and repayment ability and (2) the value and adequacy
of the mortgaged property as collateral.
59. The AMSI 2005-R10 Prospectus Supplement stated that the originator maydetermine that a loan applicant, not strictly qualifying under an enumerated risk factor warrants
an exception to the requirements set forth in the Underwriting Guidelines, but emphasized that
the exceptions were made on a case-by-case basis.
60. With respect to the information evaluated by the originator, the ProspectusSupplement stated that: Each loan application package has an application completed by the
applicant that includes information with respect to the applicants liabilities, income, credit
history and employment history, as well as certain other personal information. The Originator
also obtains (or the broker submits) a credit report on each applicant from a credit reporting
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company. If applicable, the loan application package must also generally include a letter from
the applicant explaining all late payments on mortgage debt and, generally, consumer (i.e. non-
mortgage) debt.
61. The Prospectus and Prospectus Supplement for each of the Securitizations hadsimilar representations to those quoted above. The relevant representations in the Prospectus
and Prospectus Supplement pertaining to originating entity underwriting standards for each
Securitization are reflected in Appendix A to this Complaint. As discussed infra at paragraphs
91 through 109, in fact, the originators of the mortgage loans in the Supporting Loan Group for
the Securitizations did not adhere to their stated underwriting guidelines, thus rendering the
description of those guidelines in the Prospectuses and Prospectus Supplements false and
misleading.
62. Further, for the vast majority of the Securitizations, the Prospectuses andProspectus Supplements described or referenced additional representations and warranties in the
PSA or the Mortgage Loan Purchase Agreement by the originator/sponsor concerning the
mortgage loans underlying the Securitizations. These representations and warranties, which are
described more fully for each Securitization in Appendix A, included (i) each mortgage loan was
made in material compliance with all applicable local, state and federal laws and regulations; (ii)
no mortgage loan is delinquent; (iii) origination and collection practices used by the originator
with respect to each mortgage note and mortgage have been in all respects legal, proper, prudent
and customary in the mortgage origination and servicing business; and (iv) the mortgage note
and the mortgage were not subject to any right of rescission, set-off, counterclaim or defense
(including the defense of usury) as to render such mortgage note or mortgage unenforceable.
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63. The inclusion of these representations in the Prospectuses and ProspectusSupplements had the purpose and effect of providing additional assurances to investors regarding
the quality of the mortgage collateral underlying the Securitizations and the compliance of that
collateral with the underwriting guidelines described in the Prospectuses and Prospectus
Supplements. These representations were material to a reasonable investors decision to
purchase the Certificates.
B. Statements Regarding Occupancy Status of Borrower64. The Prospectus Supplements contained collateral group-level information about
the occupancy status of the borrowers of the loans in the Securitizations. Occupancy status
refers to whether the property securing a mortgage is to be the primary residence of the
borrower, a second home, or an investment property. The Prospectus Supplements for each of
the Securitizations presented this information in tabular form, usually in a table entitled
Occupancy Status of the Mortgage Loans. This table divided all the loans in the collateral
group by occupancy status, e.g., into the following categories: (i) Primary, or Owner-
Occupied; (ii) Secondary or Second Home; and (iii) Investor or Non-Owner. For
each category, the table stated the number of loans in that category. Occupancy statistics for
the Supporting Loan Groups for each Securitization were reported in the Prospectus Supplements
as follows:5
Table 4
TransactionSupporting
Loan Group
Primary/ Owner-
Occupied (%)
Secondary/Second
Home (%)
Investor/Non-Owner
(%)
ARSI 2005-W3 Group I 85.64 1.01 13.35
FHLT 2005-D Group I 89.98 1.29 8.73
5 Each Prospectus Supplement provides the total number of loans and the number ofloans in the following categories: primary or owner-occupied, secondary or second home, andinvestor or non-owner. These numbers have been converted to percentages.
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TransactionSupporting
Loan Group
Primary/ Owner-
Occupied (%)
Secondary/Second
Home (%)
Investor/Non-Owner
(%)
AMSI 2005-R10 Group I 95.93 0.92 3.15
ARSI 2005-W5 Group I 84.32 1.01 14.67
CBASS 2006-CB1 Group I 91.81 1.41 6.78
ARSI 2006-W2 Group I 83.66 0.98 15.36
FHLT 2006-C Group 1 94.29 0.66 5.05CBASS 2007-CB2 Group I 89.82 2.12 8.06
65. As Table 4 makes clear, the Prospectus Supplements for each Securitizationreported that an overwhelming majority of the mortgage loans in the Supporting Loan Groups
were owner-occupied, while a small percentage were reported to be non-owner-occupied (i.e. a
second home or investor/non-owner property).
66. The statements about occupancy status were material to a reasonable investorsdecision to invest in the Certificates. Information about occupancy status is an important factor
in determining the credit risk associated with a mortgage loan and, therefore, the securitization
that it collateralizes. Because borrowers who reside in mortgaged properties are less likely to
default than borrowers who purchase homes as second homes or investments and live elsewhere,
and are more likely to care for their primary residence, the percentage of loans in the collateral
group of a securitization that are secured by mortgage loans on owner-occupied residences is an
important measure of the risk of the certificates sold in that securitization.
67. Other things being equal, the higher the percentage of loans not secured byowner-occupied residences, the greater the risk of loss to the certificateholders. Even small
differences in the percentages of primary/owner-occupied, second home/secondary, and
investor/non-owner properties in the collateral group of a securitization can have a significant
effect on the risk of each certificate sold in that securitization, and thus, are important to the
decision of a reasonable investor whether to purchase any such certificate. As discussed at
paragraphs 80 through 84 below, the Registration Statement for each Securitization materially
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overstatedthe percentage of loans in the Supporting Loan Groups that were owner-occupied,
thereby misrepresenting the degree of risk of the GSE Certificates.
C. Statements Regarding Loan-to-Value Ratios68. The loan-to-value ratio of a mortgage loan, or LTV ratio, is the ratio of the
balance of the mortgage loan to the value of the mortgaged property when the loan is made.
69. The denominator in the LTV ratio is the value of the mortgaged property, and isgenerally the lower of the purchase price or the appraised value of the property. In a
refinancing or home-equity loan, there is no purchase price to use as the denominator, so the
denominator is often equal to the appraised value at the time of the origination of the refinanced
loan. Accordingly, an accurate appraisal is essential to an accurate LTV ratio. In particular,
an inflated appraisal will understate, sometimes greatly, the credit risk associated with a given
loan.
70. The Prospectus Supplements for each Securitization also contained group-levelinformation about the LTV ratio for the underlying group of loans as a whole. The percentage
of loans with an LTV ratio at or less than 80 percent and the percentage of loans with an LTV
ratio greater than 100 percent as reported in the Prospectus Supplements for the Supporting Loan
Groups are reflected in Table 5 below.6
6 As used in this Complaint, LTV refers to the original loan-to-value ratio for firstlien mortgages and for properties with second liens that are subordinate to the lien that wasincluded in the securitization (i.e., only the securitized lien is included in the numerator of theLTV calculation). However, for second lien mortgages, where the securitized lien is junior toanother loan, the more senior lien has been added to the securitized one to determine thenumerator in the LTV calculation (this latter calculation is sometimes referred to as thecombined-loan-to-value ratio, or CLTV).
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Table 5
TransactionSupporting Loan
Group
Percentage of loans, by
aggregate principal
balance, with LTV less
than or equal to 80%
Percentage of loans, by
aggregate principal
balance, with LTV greater
than 100%
ARSI 2005-W3 Group I 53.18 0.00
FHLT 2005-D Group I 69.19 0.00
AMSI 2005-R10 Group I 54.09 0.00
ARSI 2005-W5 Group I 56.08 0.00
CBASS 2006-CB1 Group I 69.72 0.01
ARSI 2006-W2 Group I 48.87 0.00
FHLT 2006-C Group 1 60.13 0.00
CBASS 2007-CB2 Group I 56.66 0.00
71.
As Table 5 makes clear, the Prospectus Supplement for each Securitization
reported that many or most of the mortgage loans in the Supporting Loan Groups had an LTV
ratio of 80% or less, and that virtually no mortgage loans in the Supporting Loan Group had an
LTV ratio over 100 percent.
72. The LTV ratio is among the most important measures of the risk of a mortgageloan, and thus, it is one of the most important indicators of the default risk of the mortgage loans
underlying the Certificates. The lower the ratio, the less likely that a decline in the value of the
property will wipe out an owners equity, and thereby give an owner an incentive to stop making
mortgage payments and abandon the property. This ratio also predicts the severity of loss in the
event of default. The lower the LTV, the greater the equity cushion, so the greater the
likelihood that the proceeds of foreclosure will cover the unpaid balance of the mortgage loan.
73. Thus, LTV ratio is a material consideration to a reasonable investor in decidingwhether to purchase a certificate in a securitization of mortgage loans. Even small differences
in the LTV ratios of the mortgage loans in the collateral group of a securitization have a
significant effect on the likelihood that the collateral groups will generate sufficient funds to pay
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Certificateholders in that securitization, and thus are material to the decision of a reasonable
investor whether to purchase any such certificate. As discussed infra at paragraphs 85 through
90, the Registration Statements for the Securitizations materially overstatedthe percentage of
loans in the Supporting Loan Groups with an LTV ratio at or less than 80 percent, and materially
understatedthe percentage of loans in the Supporting Loan Groups with an LTV ratio over 100
percent, thereby misrepresenting the degree of risk of the GSE Certificates.
D. Statements Regarding Credit Ratings74. Credit ratings are assigned to the tranches of mortgage-backed securitizations by
the credit rating agencies, including Moodys Investors Service, Standard & Poors, Fitch
Ratings, and DBRS. Each credit rating agency uses its own scale with letter designations to
describe various levels of risk. In general, AAA or its equivalent ratings are at the top of the
credit rating scale and are intended to designate the safest investments. C and D ratings are at
the bottom of the scale and refer to investments that are currently in default and exhibit little or
no prospect for recovery. At the time the GSEs purchased the GSE Certificates, investments
with AAA or its equivalent ratings historically experienced a loss rate of less than .05 percent.
Investments with a BBB rating, or its equivalent, historically experienced a loss rate of less than
one percent. As a result, securities with credit ratings between AAA or its equivalent through
BBB- or its equivalent were generally referred to as investment grade.
75. Rating agencies determine the credit rating for each tranche of a mortgage-backedsecuritization by comparing the likelihood of contractual principal and interest repayment to the
credit enhancements available to protect investors. Rating agencies determine the likelihood
of repayment by estimating cash-flows based on the quality of the underlying mortgages by
using sponsor-provided loan-level data. Credit enhancements, such as subordination, represent
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the amount of cushion or protection from loss incorporated into a given securitization.7 This
cushion is intended to improve the likelihood that holders of highly rated certificates receive the
interest and principal to which they are contractually entitled. The level of credit enhancement
offered is based on the make-up of the loans in the underlying collateral group and entire
securitization. Riskier loans underlying the securitization necessitate higher levels of credit
enhancement to insure payment to senior certificate holders. If the collateral within the deal is
of a higher quality, then rating agencies require less credit enhancement for AAA or its
equivalent rating.
76.
Credit ratings have been an important tool to gauge risk when making investment
decisions. In testimony before the Senate Permanent Subcommittee on Investigations, Susan
Barnes, the North American Practice Leader for RMBS at S&P from 2005 to 2008, confirmed
that the rating agencies relied upon investment banks to provide accurate information about the
loan pools:
The securitization process relies on the quality of the data generated about theloans going into the securitizations. S&P relies on the data produced by othersand reported to both S&P and investors about those loans . . . . S&P does notreceive the original loan files for the loans in the pool. Those files are reviewedby the arranger or sponsor of the transaction, who is also responsible for reportingaccurate information about the loans in the deal documents and offeringdocuments to potential investors. (SPSI hearing testimony, April 23, 2010).
77. For almost a hundred years, investors like pension funds, municipalities,insurance companies, and university endowments have relied heavily on credit ratings to assist
them in distinguishing between safe and risky investments. Fannie Mae and Freddie Macs
7 Subordination refers to the fact that the certificates for a mortgage-backedsecuritization are issued in a hierarchical structure, from senior to junior. The junior certificatesare subordinate to the senior notes in that, should the underlying mortgage loans becomedelinquent or default, the junior certificates suffer losses first. These subordinate certificatesthus provide a degree of protection to the senior certificates from losses on the underlying loans.
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respective internal policies limited their purchases of private label residential mortgage-backed
securities to those rated AAA (or its equivalent), and in very limited instances, AA or A bonds
(or their equivalent).
78. Each tranche of the Securitizations received a credit rating upon issuance, whichpurported to describe the riskiness of that tranche. The Defendants reported the credit ratings
for each tranche in the Prospectus Supplements. The credit rating provided for each of the GSE
Certificates was investment grade, AAA or its equivalent. The accuracy of these ratings was
material to a reasonable investors decision to purchase the Certificates. As set forth in Table 8,
infra at paragraph 105, the ratings for the Securitizations were inflated as a result of Defendants
provision of incorrect data concerning the attributes of the underlying mortgage collateral to the
ratings agencies, and, as a result, Defendants sold and marketed the GSE Certificates as AAA (or
its equivalent) in fact, they were not.
IV. FALSITY OF STATEMENTS IN THE REGISTRATION STATEMENTS ANDPROSPECTUS SUPPLEMENTS
A. The Statistical Data Provided in the Prospectus Supplements ConcerningOwner Occupancy and LTV Ratios Was Materially False
79. A review of loan-level data was conducted in order to assess whether thestatistical information provided in the Prospectus Supplements was true and accurate. For each
Securitization, the sample consisted of 1,000 randomly selected loans per Supporting Loan
Group, or all of the loans in the group if there were fewer than 1,000 loans in the Supporting
Loan Group. The sample data confirms, on a statistically-significant basis, material
misrepresentations of underwriting standards and of certain key characteristics of the mortgage
loans across the Securitizations. The data review demonstrates that the data concerning owner
occupancy and LTV ratios was materially false and misleading.
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1. Owner Occupancy Data Was Materially False80. The data review has revealed that the owner occupancy statistics reported in the
Prospectus Supplements were materially false and inflated. In fact, far fewer underlying
properties were occupied by their owners than disclosed in the Prospectus Supplements, and
more correspondingly were held as second homes or investment properties.
81. To determine whether a given borrower actually occupied the property asclaimed, a number of tests were conducted, including, inter alia, whether months after the loan
closed, the borrowers tax bill was being mailed to the property or to a different address; whether
the borrower had claimed a tax exemption on the property; and whether the mailing address of
the property was reflected in the borrowers credit reports, tax records, or lien records. Failing
two or more of these tests is a strong indication that the borrower did not live at the mortgaged
property and instead used it as a second home or an investment property, both of which make it
much more likely that a borrower will not repay the loan.
82. A significant number of the loans failed two or more of these tests, indicating thatthe owner occupancy statistics provided to Fannie Mae and Freddie Mac were materially false
and misleading.
83. For example, for the AMSI 2005-R10 Securitization, the Prospectus Supplementstated that 4.07 percent of the underlying properties by loan count in the Supporting Loan Group
were not owner-occupied. But the data review revealed that, for 9.65 percent of the properties
represented as owner-occupied, the owners lived elsewhere, indicating that the true percentage of
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non-owner-occupied properties was 13.33 percent, more than double the percentage reported in
the Prospectus Supplement.8
84. The data review revealed that for each Securitization, the Prospectus Supplementmisrepresented the percentage of non-owner-occupied properties. The true percentage of non-
owner-occupied properties, as determined by the data review, versus the percentage stated in the
Prospectus Supplement for each Securitization, is reflected in Table 6 below. Table 6
demonstrates that the Prospectus Supplements for each Securitization understated the percentage
of non-owner-occupied properties by at least 7.49 percent, and for all but one of the
Securitizations by nine percent or more.
Table 6
TransactionSupporting
Loan Group
Reported
Percentage of
Non-Owner-
Occupied
Properties
Percentage of
Properties
Reported as
Owner-
Occupied
With Strong
Indication of
Non-Owner
Occupancy9
Actual
Percentage of
Non-Owner-
Occupied
Properties
Prospectus
Under-
statement of
Non-Owner-
Occupied
Properties
ARSI 2005-W3 Group I 14.36 11.60 24.30 9.94FHLT 2005-D Group I 10.02 13.36 22.05 12.02
AMSI 2005-R10 Group I 4.07 9.65 13.33 9.26
ARSI 2005-W5 Group I 15.68 11.44 25.33 9.65
CBASS 2006-CB1 Group I 8.19 8.16 15.68 7.49
ARSI 2006-W2 Group I 16.34 11.34 25.83 9.49
FHLT 2006-C Group 1 5.71 12.87 17.85 12.14
CBASS 2007-CB2 Group I 10.18 12.40 21.32 11.14
8 This conclusion is arrived at by summing (a) the stated non-owned-occupiedpercentage in the Prospectus Supplement (here, 4.07 percent), and (b) the product of (i) the statedowner-occupied percentage (here, 95.93 percent) and (ii) the percentage of the propertiesrepresented as owner-occupied in the sample that showed strong indications that their owners infact lived elsewhere (here, 9.65 percent).
9 As described more fully in paragraph 81, failing two or more tests of owner-occupancy is a strong indication that the borrower did not live at the mortgaged property andinstead used it as a second home or an investment property.
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2. Loan-to-Value Data Was Materially False85. The data review has further revealed that the LTV ratios disclosed in the
Prospectus Supplements were materially false and understated, as more specifically set out
below. For each of the sampled loans, an industry standard automated valuation model
(AVM) was used to calculate the value of the underlying property at the time the mortgage
loan was originated. AVMs are routinely used in the industry as a way of valuing properties
during prequalification, origination, portfolio review and servicing. AVMs rely upon similar
data as appraisersprimarily county assessor records, tax rolls, and data on comparable
properties. AVMs produce independent, statistically-derived valuation estimates by applying
modeling techniques to this data.
86. Applying the AVM to the available data for the properties securing the sampledloans shows that the appraised value given to such properties was significantly higher than the
actual value of such properties. The result of this overstatement of property values is a material
understatement of LTV. That is, if a propertys true value is significantly less than the value
used in the loan underwriting, then the loan represents a significantly higher percentage of the
propertys value. This, of course, increases the risk a borrower will not repay the loan and the
risk of greater losses in the event of a default.
87. For example, for the CBASS 2007-CB2 Securitization, which was sponsored byC-BASS and underwritten by Barclays Capital, the Prospectus Supplement stated that no LTV
ratio for the Supporting Loan Group was above 100 percent. In fact, 29.27 percent of the
sample of loans included in the data review had LTV ratios above 100 percent. In addition, the
Prospectus Supplement stated that 60.68 percent of the loans had LTV ratios at or below 80
percent. The data review indicated that only 31.87 percent of the loans had LTV ratios at or
below 80 percent.
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88. The data review revealed that for each Securitization, the Prospectus Supplementmisrepresented the percentage of loans with an LTV ratio above 100 percent, as well the
percentage of loans that had an LTV ratio at or below 80 percent. Table 7 reflects (i) the true
percentage of mortgages in the Supporting Loan Group with LTV ratios above 100 percent,
versus the percentage reported in the Prospectus Supplement; and (ii) the true percentage of
mortgages in the Supporting Loan Group with LTV ratios at or below 80 percent, versus the
percentage reported in the Prospectus Supplement. The percentages listed in Table 7 were
calculated by aggregated principal balance.
Table 7
PROSPECTUSDATA
REVIEWPROSPECTUS
DATA
REVIEW
TransactionSupporting
Loan Group
Percentage of
Loans Reported
to Have LTV
Ratio At Or Less
Than 80%
True Percentage
of Loans With
LTV Ratio At
Or Less Than
80%
Percentage of
Loans Reported
to Have LTV
Ratio Over
100%
True
Percentage of
Loans With
LTV Ratio
Over 100%ARSI 2005-W3 Group I 53.18 36.47 0.00 17.07
FHLT 2005-D Group I 69.19 46.05 0.00 13.33
AMSI 2005-R10 Group I 54.09 41.14 0.00 12.93
ARSI 2005-W5 Group I 56.08 37.59 0.00 14.