Monday, March 23, 2009

Legacy Securities Public-Private Investment Funds Summary of Terms

TO BE NOTED: From FinancialStability.Gov:

Legacy Securities Public-Private Investment Funds
Summary of Terms
Summary of Program
The United States Department of the Treasury (“Treasury”) will
participate in Legacy Securities Public-Private Investment Funds
(“Funds”) that will invest in legacy securities that will initially include
securities backed by mortgages on residential and commercial
properties (“Eligible Assets”) on behalf of taxpayers and private
The Funds are one component of a broader array of measures targeting
legacy assets in order to encourage new credit formation. This program
contributes to that effort by improving the health of financial
institutions through removal of legacy assets from their balance sheets
and by helping to increase the liquidity and functioning of markets for
these securities.
Private asset managers (“Fund Managers”) will apply to be prequalified
to raise private capital to invest in joint investment programs
with Treasury.
Fund Managers will raise equity capital from private investors and
receive matching Treasury equity funding (as described below).
Taxpayers (through the Treasury) and private investors will generally
share any profits or losses on a pro rata basis in accordance with equity
capital investments, except as described under “Treasury Warrants”
Investment Objective To generate attractive returns for taxpayers and private investors
through long-term opportunistic investments in accordance with the
Investment Strategy.
Investment Strategy The Funds will seek to achieve the Investment Objective by following
predominantly a long-term buy and hold strategy, but Treasury will
consider other strategies involving limited trading.
Fund Structure Treasury and a vehicle controlled by the applicable Fund Manager
through which private investors will invest in a Fund (each, a “Private
Vehicle”) will be the sole investors in a Fund. Except as described
under “Asset Purchases / Dispositions” below, Treasury and the
applicable Private Vehicle will invest and divest proportionately at the
same time and on the same terms and conditions in the Eligible Assets.
Additional detail with respect to Fund Structure can be found under
“Fund Structure Detail” below.
Pre-Qualification of
Fund Managers
Private asset managers wishing to participate in this program should
submit the application found at to
Treasury as part of the selection process. Fund Managers will be prequalified
based upon criteria that are anticipated to include:
• Demonstrated capacity to raise at least $500 million of private
• Demonstrated experience investing in Eligible Assets, including
through performance track records.
• A minimum of $10 billion (market value) of Eligible Assets
under management.
• Demonstrated operational capacity to manage the Funds in a
manner consistent with Treasury’s stated Investment Objective
while also protecting taxpayers.
• Headquarters in the United States.
Other criteria are identified in the application. Treasury will consider
suggestions from Fund Managers to raise equity capital from retail
Application Deadlines An applicant must submit its application to Treasury no later than April
10, 2009.
Treasury expects to inform an applicant of its preliminary approval on
or prior to May 1, 2009.
Applicants will have a limited period of time from preliminary approval
to raise at least $500 million of private capital and demonstrate
committed capital before receiving final approval from Treasury.
Applicants will be asked to describe the amount of time they anticipate
needing to raise private capital in their applications. In the event
applicants are not able to so demonstrate, Treasury will consider other
Treasury Funding Treasury expects to approve approximately 5 Fund Managers to raise
private capital to invest in joint investment programs with Treasury.
The number of Fund Managers may be increased depending on
Treasury’s evaluation of the applications received and determination of
what is in the best interests of taxpayers. Treasury will consider
expanding the program through additional fundings in the future.
Eligible Assets The Eligible Assets will initially be commercial mortgage backed
securities and residential mortgage backed securities issued prior to
2009 that were originally rated AAA or an equivalent rating by two or
more nationally recognized statistical rating organizations without
ratings enhancement and that are secured directly by the actual
mortgage loans, leases or other assets and not other securities (other
than certain swap positions, as determined by the Treasury). The loans
and other assets underlying any Eligible Asset must be situated
predominantly in the United States, which limitation is subject to further
clarification by Treasury. The Eligible Assets must be purchased solely
from financial institutions from which the Secretary of the Treasury
may purchase assets pursuant to Section 101(a)(1) of the Emergency
Economic Stabilization Act of 2008 (“EESA”).
Drawdowns Treasury equity capital will be drawn down in tranches to provide for
anticipated investments (subject to limitations to be agreed with
Treasury); provided that, except as otherwise agreed by Treasury,
Treasury equity capital may only be drawn down at the same time and
in the same proportion as private capital is drawn down. Debt financing
(as described below) will be funded concurrently with drawdowns of
equity commitments.
Asset Purchases /
Fund Managers will control the process of asset selection and pricing.
Fund Managers will also control the process of asset liquidation,
trading, and disposition.
Governance and
Treasury expects to define final terms and conditions for the Funds prior
to fundraising.
Funds will be managed by Fund Managers, not the Treasury.
Treasury will retain the right to cease funding of committed but
undrawn Treasury equity capital and debt financing in its sole
Fund Managers will be required to present monthly reports to Treasury
on Eligible Assets purchased, Eligible Assets disposed, current
valuations of Eligible Assets and profits/losses on Eligible Assets
included in each Fund.
Prices of Eligible Assets for reporting purposes must be tracked using
third party sources and annual audited valuations by a nationally
recognized accounting firm.
Each Fund Manager may only purchase Eligible Assets from sellers that
are not affiliates of such Fund Manager, any other Fund Manager or
their respective affiliates or any private investor that has committed at
least 10% of the aggregate private capital raised by such Fund Manager.
Private investors may not be informed of potential acquisitions of
specific Eligible Assets prior to acquisition.
Fund Managers must agree to waste, fraud and abuse protections for the
Fund to be defined by Treasury in order to protect taxpayers.
Fund Managers must agree to provide access to relevant books and
records of the Fund for Treasury, the Special Inspector General of the
TARP, the Government Accountability Office and their respective
advisors and representatives to enable appropriate oversight and
taxpayer protection.
Treasury Capital
Fund Managers will make proposals for the term of a Fund with the
intention to maximize returns for taxpayers and private investors, but no
greater than 10 years, subject to extension with Treasury’s consent.
Debt Financing Each Fund Manager will have the option to obtain for each Fund
secured non-recourse loans from Treasury (“Treasury Debt Financing”)
in an aggregate amount of up to 50% of a Fund’s total equity capital;
provided that Treasury Debt Financing will not be available to any Fund
Manager in respect of a Fund in which the private investors have
voluntary withdrawal rights. Treasury will consider requests for
Treasury Debt Financing of up to 100% of a Fund’s total equity capital
subject to restrictions on asset level leverage, withdrawal rights,
disposition priorities and other factors Treasury deems relevant. Fund
Managers will have the opportunity to request this additional Treasury
Leverage and propose additional terms in their applications.
Funds may also finance the purchase of Eligible Assets through Legacy
TALF, any other Treasury program or debt financing raised from
private sources; provided that Treasury equity capital and Private
Vehicle capital must be leveraged proportionately from such private
debt financing sources.
The Treasury Debt Financing will be secured by the Eligible Assets
held by the applicable Fund.
Loans made by Treasury to any Fund will accrue interest at an annual
rate to be determined by the Treasury and will be payable in full on the
date of termination of the Treasury Capital Term.
Treasury Warrants Proceeds received by a Fund will be divided between the Treasury and
the applicable Private Vehicle based on equity contributions, except that
Treasury will take warrants as required by EESA to protect the interests
of taxpayers. The terms and amounts of such warrants will be
determined in part based on the amount of Treasury Debt Financing
Fees Fund Managers may charge private investors fees in their discretion.
The Treasury will consider the fees proposed to be charged to private
investors when evaluating applications by private asset managers.
For Treasury equity capital, the Treasury will accept proposals for fixed
management fees (“Treasury Fees”) to apply as a percentage of equity
capital contributions for invested equity capital. Treasury Fees and
Treasury’s share of Fund expenses will be paid solely out of
distributions with respect to Treasury equity capital.
Any fees paid to a Fund Manager or its affiliates in connection with a
Fund other than Treasury Fees and management or incentive fees
charged to private investors should accrue to the benefit of the Treasury
and private investors on a pari passu basis based on equity capital
Small, Veteran-,
Minority- and Women-
Owned Businesses
To ensure a diversity of participation, the Treasury will encourage
small, veteran-, minority- and women-owned private asset managers to
partner with other private asset managers, if necessary, in order to meet
the criteria identified above for assets under management and ability to
raise private capital.
Fund Structure Detail Private investors may be given voluntary withdrawal rights at the level
of a Private Vehicle, subject to limitations to be agreed with Treasury
including that no private investor may have the right to voluntarily
withdraw from a Private Vehicle prior to the third anniversary of the
first investment by such Private Vehicle.
The Treasury will request suggestions on structure from Fund
Managers, including with respect to possible recycling of realized
It is anticipated that Private Vehicles will be structured so that benefit
plan investors, within the meaning of Section 3(42) of the United States
Employee Retirement Income Security Act of 1974, as amended, will
be eligible to participate as indirect investors in the Funds.

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