Fitch Rates Freddie Mac STACR Debt Notes, Series 2016-HQA3; Outlook Stable
--$143,000,000 class M-1 notes 'BBBsf'; Outlook Stable;
--$148,500,000 class M-2 notes 'BBB-sf'; Outlook Stable;
--$148,500,000 class M-2F exchangeable notes 'BBB-sf'; Outlook Stable;
--$148,500,000 class M-2I notional exchangeable notes 'BBB-sf'; Outlook Stable;
--$203,500,000 class M-3 exchangeable notes 'B+sf'; Outlook Stable;
--$101,750,000 class M-3A notes 'BBsf'; Outlook Stable;
--$101,750,000 class M-3AF exchangeable notes 'BBsf'; Outlook Stable;
--$101,750,000 class M-3AI notional exchangeable notes 'BBsf'; Outlook Stable;
--$101,750,000 class M-3B notes 'B+sf'; Outlook Stable.
The following classes will not be rated by Fitch:
--$14,845,386,255 class A-H reference tranche;
--$61,222,244 class M-1H reference tranche;
--$63,576,947 class M-2H reference tranche;
--$43,561,982 class M-3AH reference tranche;
--$43,561,982 class M-3BH reference tranche;
--$87,123,964 class M-3H reference tranche;
--$20,000,000 class B notes;
--$137,094,034 class B-H reference tranche.
The 'BBBsf' rating for the M-1 notes reflects the 4.20% subordination provided by the 1.35% class M-2 notes; the 0.93% class M-3A notes; the 0.93% class M-3B; and the 1.00% class B notes. The 'BBB-sf' rating for the M-2 notes reflects the 2.85% subordination provided by the 0.93% class M-3A notes, the 0.93% class M-3B notes and the 1.00% class B notes. The notes are general unsecured obligations of Freddie Mac ('AAA'/Outlook Stable) subject to the credit and principal payment risk of a pool of certain residential mortgage loans held in various Freddie Mac-guaranteed MBS.
STACR 2016-HQA3 represents Freddie Mac's fifth risk transfer transaction applying actual loan loss severity to a reference pool of over 80% and less than 95% loan-to-value (LTV) loans issued as part of the Federal Housing Finance Agency's Conservatorship Strategic Plan for 2013 - 2017 for each of the government-sponsored enterprises (GSEs) to demonstrate the viability of multiple types of risk-transfer transactions involving single-family mortgages.
The objective of the transaction is to transfer credit risk from Freddie Mac to private investors with respect to a $15.7 billion pool of mortgage loans currently held in previously issued MBS guaranteed by Freddie Mac where principal repayment of the notes is subject to the performance of a reference pool of mortgage loans. As loans liquidate or other credit events occur, the outstanding principal balance of the debt notes will be reduced by the actual loan's loss severity (LS) percentage related to those credit events, which includes borrower's delinquent interest.
While the transaction structure simulates the behavior and credit risk of traditional RMBS senior-subordinate securities, Freddie Mac will be responsible for making monthly payments of interest and principal to investors. Because of the counterparty dependence on Freddie Mac, Fitch's expected rating on the M-1, M-2, M-2F, M-2I, M-3A, M-3AF, M-3AI, M-3B and M-3 notes will be based on the lower of: the quality of the mortgage loan reference pool and credit enhancement (CE) available through subordination, and Freddie Mac's Issuer Default Rating. The M-1, M-2, M-3A, M-3B and B notes will be issued as uncapped LIBOR-based floaters and will carry a 12.5-year legal final maturity.
KEY RATING DRIVERS
High-Quality Mortgage Pool (Positive): The reference pool consists of 68,900 30-year, fixed-rate fully amortizing loans totaling $15.709 billion with strong credit profiles and low leverage, acquired by Freddie Mac between Oct. 1, 2015 and Dec. 31, 2015. The pool has a weighted average (WA) original combined LTV (CLTV) of 91.8%, WA debt-to-income (DTI) ratio of 35.3% and credit score of 748. Third-party, loan-level due diligence was conducted on approximately 31% of Freddie Mac's quality control sample of 2,731 loans (the sample represents about 1.2% of the total reference pool). Fitch believes the results of the review generally indicate strong underwriting controls.
Actual Loss Severities (Neutral): This will be Freddie Mac's fifth actual loss risk transfer transaction in which losses borne by the noteholders will not be based on a fixed loss severity (LS) schedule on loans with LTVs of over 80%. The notes in this transaction will experience losses realized at the time of liquidation, which will include both principal and delinquent interest.
12.5-Year Hard Maturity (Positive): M-1, M-2, M-3A, M-3B and B notes benefit from a 12.5-year legal final maturity. Thus, any credit events on the reference pool that occur beyond year 12.5 are borne by Freddie Mac and do not affect the transaction. In addition, credit events that occur prior to maturity with losses realized from liquidations that occur after the final maturity date will not be passed through to noteholders. This feature more closely aligns the risk of loss to that of the 10-year, fixed LS STACRs where losses were passed through when a credit event occurred: i. e. loans became 180 days delinquent with no consideration for liquidation timelines. Fitch accounted for the 12.5-year maturity in its analysis and applied a reduction to its lifetime default expectations. The credit ranged from 8% at the 'Asf' rating category to 12% at the 'BBsf' rating category.
Solid Lender Review and Acquisition Processes (Positive): Fitch found that Freddie Mac has a well-established and disciplined process in place for the purchase of loans and views its lender approval and oversight processes for minimizing counterparty risk and ensuring sound loan quality acquisitions as positive. Loan quality control (QC) review processes are thorough and indicate a tight control environment that limits origination risk. Fitch has determined Freddie Mac to be an above-average aggregator for its 2013 and later product. The lower risk was accounted for by Fitch by applying a lower default estimate for the reference pool.
Advantageous Payment Priority (Positive): The payment priority of the M-1 class will result in a shorter life and more stable CE than mezzanine classes in private-label (PL) RMBS, providing a relative credit advantage. Unlike PL mezzanine RMBS, which often do not receive a full pro-rata share of the pool's unscheduled principal payment until year 10, the M-1 class can receive a full pro-rata share of unscheduled principal immediately as long as a minimum CE level is maintained, the cumulative net loss is within a certain threshold and the delinquency test is within a certain threshold. Additionally, unlike PL mezzanine classes, which lose subordination over time due to scheduled principal payments to more junior classes, the M-2, M-3A, M-3B and B classes will not receive any scheduled or unscheduled principal allocations until the M-1 class is paid in full. The B class will not receive any scheduled or unscheduled principal allocations until the M-3B class is paid in full.
Solid Alignment of Interests (Positive): While the transaction is designed to transfer credit risk to private investors, Fitch believes the transaction benefits from solid alignment of interests. Freddie Mac will retain credit risk in the transaction by holding the senior reference tranche A-H, which has 5.50% of loss protection, as well as a minimum of 50% of the first-loss B tranche. Initially, Freddie Mac will retain an approximately 30% vertical slice/interest in the M-1, M-2, M-3A and M-3B tranches.
Receivership Risk Considered (Neutral): Under the Federal Housing Finance Regulatory Reform Act, the Federal Housing Finance Agency (FHFA) must place Freddie Mac into receivership if it determines that the government-sponsored enterprise's (GSE) assets are less than its obligations for longer than 60 days following the deadline of its SEC filing. As receiver, FHFA could repudiate any contract entered into by Freddie Mac if it is determined that such action would promote an orderly administration of the GSE's affairs. Fitch believes that the U. S. government will continue to support Freddie Mac, as reflected in its current rating of the GSE. However, if, at some point, Fitch views the support as being reduced and receivership likely, the rating of Freddie Mac could be downgraded, and ratings on M-1, M-2, M-3A and M-3B notes, along with their corresponding MAC notes, could be affected.
Fitch's analysis incorporates sensitivity analyses to demonstrate how the ratings would react to steeper market value declines (MVDs) than assumed at both the MSA and national levels. The implied rating sensitivities are only an indication of some of the potential outcomes and do not consider other risk factors that the transaction may become exposed to or be considered in the surveillance of the transaction.
This defined stress sensitivity analysis demonstrates how the ratings would react to steeper MVDs at the national level. The analysis assumes MVDs of 10%, 20% and 30%, in addition to the model-projected 32.8% at the 'AAsf' level, 28.1% at the 'Asf' level and 23.3% at the 'BBBsf' level. As shown in the table at right, the analysis indicates that there is some potential rating migration with higher MVDs, compared with the model projection.
Fitch also conducted defined rating sensitivities which determine the stresses to MVDs that would reduce a rating by one full category, to non-investment grade, and to 'CCCsf'. For example, additional MVDs of 11%, 11% and 35% would potentially move the 'BBBsf' rated class down one rating category, to non-investment grade, to 'CCCsf', respectively.
USE OF THIRD-PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G-10
Fitch was provided with due diligence information from Clayton Holdings, LLC (Clayton). The due diligence focused on credit and compliance reviews, desktop valuation reviews and data integrity. Clayton examined selected loan files with respect to the presence or absence of relevant documents. Fitch received certifications indicating that the loan-level due diligence was conducted in accordance with Fitch's published standards. The certifications also stated that the company performed its work in accordance with the independence standards, per Fitch's criteria, and that the due diligence analysts performing the review met Fitch's criteria of minimum years of experience. Fitch considered this information in its analysis and the findings did not have an impact on our analysis.
Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action.
REPRESENTATIONS, WARRANTIES AND ENFORCEMENT MECHANISMS
A description of the transaction's representations, warranties and enforcement mechanisms (RW&Es) that are disclosed in the offering document and which relate to the underlying asset pool was not prepared for this transaction. Offering documents for U. S. credit risk transfer transactions do not typically include RW&Es that are available to investors and that relate to the asset pool underlying the security. Therefore, Fitch credit reports for U. S. credit risk transfer transactions will not typically include descriptions of RW&Es. For further information, please see Fitch's Special Report titled 'Representations, Warranties and Enforcement Mechanisms in Global Structured Finance Transactions,' dated May 2016.