SEC Charges Mozilo In ‘Tale of Two Companies’

Posted by Orb Staff on June 05, 2009 No Comments
Categories : Residential Mortgage

curities and Exchange Commission (SEC) has [link=http://sec.gov/litigation/complaints/2009/comp21068.pdf][u]charged[/u][/link] former Countrywide Financial CEO Angelo Mozilo and two other former executives with securities fraud for deliberately misleading investors about the significant credit risks being taken in efforts to build and maintain the company's market share. Mozilo was additionally charged with insider trading for selling his Countrywide stock based on non-public information for nearly $140 million in profits. The SEC alleges that Mozilo, along with former Chief Operating Officer and President David Sambol and former Chief Financial Officer Eric Sieracki, misled the market by falsely assuring investors that Countrywide was primarily a prime, quality mortgage lender that had avoided the excesses of its competitors. The SEC's enforcement action alleges that from 2005 through 2007, Countrywide engaged in an unprecedented expansion of its underwriting guidelines and was writing riskier and riskier loans, which these senior executives were warned might ultimately curtail the company's ability to sell them. Countrywide was required to disclose these important trends to its investors in the Management Discussion and Analysis portion of its SEC filings, but failed to do so. E-mails written by Mozilo and made public by the SEC show that the subprime pioneer knew Countrywide was producing toxic loans. In an e-mail to Sambol about subprime 80/20 loans dated April 17, 2006, Mozilo wrote, "In all my years in the business, I have never seen a more toxic prduct [sic]. It's not only subordinated to the first, but the first is subprime. In addition, the FICOs are below 600, below 500 and some below 400[.] With real estate values coming downâ�¦the product will become increasingly worse." In that particular e-mail, Mozilo called for "major changes" to the program, including "substantial increases in the minimum FICO." ‘This is the tale of two companies,’ says Robert Khuzami, director of the SEC's Division of Enforcement. ‘Countrywide portrayed itself as underwriting mainly prime quality mortgages using high underwriting standards. But concealed from shareholders was the true Countrywide, an increasingly reckless lender assuming greater and greater risk." According to the SEC's complaint, filed in federal district court in Los Angeles, Countrywide's annual reports for 2005, 2006 and 2007 misled investors in claiming that Countrywide ‘manage[d] credit risk through credit policy, underwriting, quality control and surveillance activities.’ Its annual reports for 2005 and 2006 falsely stated that the company ensured its ‘access to the secondary mortgage market by consistently producing quality mortgages.’ The annual report for 2006 also falsely claimed that Countrywide had ‘prudently underwritten’ its pay-option ARM loans. The SEC alleges that Mozilo, Sambol and Sieracki actually knew, and acknowledged internally, that Countrywide was writing increasingly risky loans and that defaults and delinquencies would rise as a result, both in loans that Countrywide serviced and loans that the company packaged and sold as mortgage-backed securities. According to the SEC's complaint, Countrywide developed what was internally referred to as a ‘supermarket’ strategy that widened underwriting guidelines to match any product offered by its competitors. By the end of 2006, Countrywide's underwriting guidelines were as wide as they had ever been, and Countrywide made an increasing number of loans based on exceptions to those already wide guidelines, even though exception loans had a higher rate of default. The SEC's complaint alleges that Mozilo believed that the risk was so high that he repeatedly urged that Countrywide sell its entire portfolio of pay-option loans. Despite these severe concerns about the increasing risks that Countrywide was undertaking, Mozilo, Sambol and Sieracki hid these risks from the investing public. The SEC further alleges that Mozilo engaged in insider trading of Countrywide stock that he owned. Mozilo established four executive stock-sale plans for himself in October, November and December 2006 while he was aware of material, non-public information concerning Countrywide's increasing credit risk and the expected poor performance of Countrywide-originated loans. From November 2006 through August 2007, Mozilo exercised more than 5.1 million stock options and sold the underlying shares for total proceeds of nearly $140 million, pursuant to written trading plans adopted in late 2006 and early 2007. SOUR

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