Fitch Expects to Rate Freddie Mac's STACR 2015-HQA2; Presale Issued

NEW YORK--()--Fitch Ratings expects to assign the following ratings and Rating Outlooks to Freddie Mac's risk-transfer transaction, Structured Agency Credit Risk Debt Notes Series 2015-HQA2 (STACR 2015-HQA2):

--$100,000,000 class M-1 notes 'A-sf'; Outlook Stable;

--$100,000,000 class M-1F exchangeable notes 'A-sf'; Outlook Stable;

--$100,000,000 class M-1I notional exchangeable notes 'A-sf'; Outlook Stable;

--$245,000,000 class M-2 notes 'BBB-sf'; Outlook Stable;

--$245,000,000 class M-2F exchangeable notes 'BBB-sf'; Outlook Stable;

--$245,000,000 class M-2I notional exchangeable notes 'BBB-sf'; Outlook Stable;

--$195,000,000 class M-3 notes 'Bsf'; Outlook Stable;

--$195,000,000 class M-3F exchangeable notes 'Bsf'; Outlook Stable;

--$195,000,000 class M-3I notional exchangeable notes 'Bsf'; Outlook Stable;

--$345,000,000 class M-12 exchangeable notes 'BBB-sf'; Outlook Stable;

--$540,000,000 class MA exchangeable notes 'Bsf'; Outlook Stable.

The following classes will not be rated by Fitch:

--$16,008,842,938 class A-H reference tranche;

--$71,034,646 class M-1H reference tranche;

--$174,034,885 class M-2H reference tranche;

--$138,517,561 class M-3H reference tranche;

--$50,000,000 class B notes;

--$121,034,647 class B-H reference tranche.

The 'A-sf' rating for the M-1 notes reflects the 5.40% subordination provided by the 2.45% class M-2 notes, the 1.95% class M-3 notes, and the 1.00% class B notes. The 'BBB-sf' rating for the M-2 notes reflects the 2.95% subordination provided by the 1.95% class M-3 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 2015-HQA2 represents Freddie Mac's second risk transfer transaction applying actual loan loss severity to a reference pool of over 80% 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 $17.1 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-1F, M-1I, M-2, M-2F, M-2I, M-3, M-3F, M-3I, MA and M-12 notes will be based on the lower of: the quality of the mortgage loan reference pool and CE available through subordination, and Freddie Mac's Issuer Default Rating. The M-1, M-2, M-3 and B notes will be issued as uncapped LIBOR-based floaters and will carry a 12.5-year legal final maturity.

KEY RATING DRIVERS

Actual Loss Severities: This will be Freddie Mac's second 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.

Mortgage Insurance Guaranteed by Freddie Mac: The majority of the loans are covered either by borrower-paid mortgage insurance (BPMI) or lender-paid MI (LPMI). Freddie Mac will be guaranteeing the MI coverage amount, which will typically be the MI coverage percentage multiplied by the sum of the unpaid principal balance as of the date of the default, up to 36 months of delinquent interest, taxes and maintenance expenses. While the Freddie Mac guarantee allows for credit to be given to MI, Fitch applied a haircut to the amount of BPMI available due to the automatic termination provision as required by the Homeowners Protection Act when the loan balance is first scheduled to reach 78%.

High-Quality Mortgage Pool: The reference mortgage loan pool consists of 74,432 high-quality mortgage loans totaling $17.1 billion that were acquired by Freddie Mac between Dec. 1, 2014 and March 31, 2015. The pool consists of loans with original LTVs of over 80% and less than or equal to 95% with a weighted average (WA) original combined LTV of 91.6%. The WA debt-to-income (DTI) of 35.0% and credit score of 749 reflect the strong credit profile of post-crisis mortgage originations.

12.5-Year Hard Maturity: M-1, M-2 and M-3 notes benefit from a 12.5-year legal final maturity as opposed to the 10-year maturity for prior fixed LS STACRs. 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. The credit ranged from 8% at the 'Asf' rating category to 12% at the 'BBsf' rating category.

Solid Lender Review and Acquisition Processes: 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 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: 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-3 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-3 class is paid in full.

Solid Alignment of Interests: 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 6.40% of loss protection, as well as a minimum of 50% of the first-loss B tranche, sized at 100bps. Initially, Freddie Mac will retain a 42% vertical slice/interest in the M-1, M-2 and M-3 tranches.

Receivership Risk Considered: 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 GSE's 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 Freddie Mac'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 and M-3 notes, along with their corresponding MAC notes, could be affected.

RATING SENSITIVITIES

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 26.9% at the 'A-sf' level, 22.2% at the 'BBB-sf' level, and 14.2% at the 'Bsf' level. 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 9%, 16% and 39% would potentially move the 'A-sf' rated class down one rating category, to non-investment grade, to 'CCCsf', respectively.

Key Rating Drivers and Rating Sensitivities are further detailed in Fitch's accompanying presale report, available at 'www.fitchratings.com' or by clicking on the above link.

DUE DILIGENCE USAGE

Fitch was provided with due diligence information from Adfitech, Inc. (Adfitech). The due diligence focused on credit and compliance reviews, desktop valuation reviews and data integrity. Adfitech 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.

The offering documents for STACR 2015-HQA2 do not disclose any representations, warranties, or enforcement mechanisms (RW&Es) that are available to investors and which relate to the underlying asset pool. Please see Fitch's Special Report for further information regarding Fitch's approach to the disclosure of a transaction's RW&Es as required under SEC Rule 17g-7.

Additional information is available at www.fitchratings.com.

Structured Agency Credit Risk Debt Notes, Series 2015-HQA2 (US RMBS)

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=874081

Applicable Criteria

Counterparty Criteria for Structured Finance and Covered Bonds (pub. 14 May 2014)

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=744158

Global Rating Criteria for Single- and Multi-Name Credit-Linked Notes (pub. 09 Mar 2015)

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=863276

Global Structured Finance Rating Criteria (pub. 06 Jul 2015)

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=867952

Rating Criteria for U.S. Residential and Small Balance Commercial Mortgage Servicers (pub. 23 Apr 2015)

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=864368

U.S. RMBS Cash Flow Analysis Criteria (pub. 06 Apr 2015)

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=863973

U.S. RMBS Loan Loss Model Criteria (pub. 03 Aug 2015)

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=868923

U.S. RMBS Master Rating Criteria (pub. 01 Oct 2015)

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=870427

U.S. RMBS Surveillance and Re-REMIC Criteria (pub. 01 Jun 2015)

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=866259

Additional Disclosures

Dodd-Frank Rating Information Disclosure Form

https://www.fitchratings.com/creditdesk/press_releases/content/ridf_frame.cfm?pr_id=995194

Solicitation Status

https://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=995194

Endorsement Policy

https://www.fitchratings.com/jsp/creditdesk/PolicyRegulation.faces?context=2&detail=31

ALL FITCH CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS. PLEASE READ THESE LIMITATIONS AND DISCLAIMERS BY FOLLOWING THIS LINK: HTTP://FITCHRATINGS.COM/UNDERSTANDINGCREDITRATINGS. IN ADDITION, RATING DEFINITIONS AND THE TERMS OF USE OF SUCH RATINGS ARE AVAILABLE ON THE AGENCY'S PUBLIC WEBSITE 'WWW.FITCHRATINGS.COM'. PUBLISHED RATINGS, CRITERIA AND METHODOLOGIES ARE AVAILABLE FROM THIS SITE AT ALL TIMES. FITCH'S CODE OF CONDUCT, CONFIDENTIALITY, CONFLICTS OF INTEREST, AFFILIATE FIREWALL, COMPLIANCE AND OTHER RELEVANT POLICIES AND PROCEDURES ARE ALSO AVAILABLE FROM THE 'CODE OF CONDUCT' SECTION OF THIS SITE. FITCH MAY HAVE PROVIDED ANOTHER PERMISSIBLE SERVICE TO THE RATED ENTITY OR ITS RELATED THIRD PARTIES. DETAILS OF THIS SERVICE FOR RATINGS FOR WHICH THE LEAD ANALYST IS BASED IN AN EU-REGISTERED ENTITY CAN BE FOUND ON THE ENTITY SUMMARY PAGE FOR THIS ISSUER ON THE FITCH WEBSITE.

Contacts

Fitch Ratings
Primary Analyst
Rachel Noonan
Director
+1-212-908-0224
Fitch Ratings, Inc.
33 Whitehall Street
New York, NY 10004
or
Secondary Analyst
Ryan O'Loughlin
Associate Director
+1-212-908-0387
or
Committee Chairperson
Grant Bailey
Managing Director
+1-212-908-0544
or
Media Relations:
Hannah James, +1 646-582-4947
hannah.james@fitchratings.com

Contacts

Fitch Ratings
Primary Analyst
Rachel Noonan
Director
+1-212-908-0224
Fitch Ratings, Inc.
33 Whitehall Street
New York, NY 10004
or
Secondary Analyst
Ryan O'Loughlin
Associate Director
+1-212-908-0387
or
Committee Chairperson
Grant Bailey
Managing Director
+1-212-908-0544
or
Media Relations:
Hannah James, +1 646-582-4947
hannah.james@fitchratings.com