18 Institutional Investors In RMBS Issued By Citigroup Announce Binding Offer By Citigroup To Four RMBS Trustees To Settle

18 Institutional Investors In RMBS Issued By Citigroup Announce Binding Offer
By Citigroup To Four RMBS Trustees To Settle Mortgage Repurchase Claims For 68
                                 RMBS Trusts

PR Newswire

HOUSTON, April 7, 2014

HOUSTON, April 7, 2014 /PRNewswire/ -- Today, 18 institutional investors
represented by Gibbs & Bruns LLP ("Institutional Investors") announced they
have reached an agreement with Citigroup ("Citi") under which Citi will make a
binding offer ("Offer") to the Trustees of 68 RMBS Trusts issued by Citi to
settle mortgage repurchase claims. The Institutional Investors support the
agreement and have asked the Trustees to accept it. The Trusts included in
the Offer are listed on Exhibit "A."

The Trustees will have until June 30, 2014 to accept the Offer, which may be
extended pursuant to the terms of the Offer for an additional forty-five
days. The Offer includes the following key terms:

1.Payment by Citi of $1.125 billion in cash to the Trusts to settle mortgage
    repurchase claims;
2.Reimbursement to the Trustees of expenses associated with their evaluation
    of the Offer; and
3.A release of all repurchase claims that have been or could have been
    asserted by the Trusts.

The Institutional Investors who are parties to the agreement are:

  oBayerische Landesbank
  oBlackRock Financial Management Inc.
  oCascade Investment, L.L.C.
  oFederal Home Loan Bank of Atlanta
  oFederal Home Loan Mortgage Corporation
  oGoldman Sachs Asset Management, L.P.
  oING Investment Management LLC
  oInvesco Advisers, Inc.
  oKore Advisors, L.P.
  oLandesbank Baden-Wuerttemberg
  oMetropolitan Life Insurance Company
  oPacific Investment Management Company LLC
  oSealink Funding Limited
  oTeachers Insurance and Annuity Association of America
  oThe Prudential Insurance Company of America
  oThe TCW Group, Inc.
  oThrivent Financial for Lutherans
  oWestern Asset Management Company

The agreement is subject to regulatory approval by FHFA and acceptance of the
Offer by the Trustees. Pursuant to the agreement, the Institutional Investors
have requested that the Trustees accept the Settlement. The Institutional
Investors have also agreed to use their reasonable best efforts to obtain
court approval of the settlement, if the Trustees elect to accept the Offer
and seek a judicial instruction concerning their decision to do so.
Attorneys' fees for the Institutional Investors' counsel, Gibbs & Bruns, will
be paid in addition to—and not out of—the Settlement Payment upon the latter
of the Trustees' Acceptance or Final Court Approval, if a judicial instruction
is sought.

Q: Who are the parties to the settlement?
   Citi has made a binding Offer to the RMBS Trustees of all of the RMBS
   Trusts listed on Exhibit "A." The Trustees who have received the offer
   are: Deutsche Bank National Trust Company, HSBC Bank USA, N.A., U.S. Bank
A: N.A., and Wells Fargo Bank, N.A., and/or separate or successor trustees for
   the RMBS Trusts appointed pursuant to court orders confirming their
   appointment or otherwise appointed. The Offer is being made pursuant to an
   agreement between Citi and the Institutional Investors.
Q: What Trusts are involved in the proposed settlement?
A: There are 68 Trusts involved in the settlement. They are listed on Exhibit
Q: What was the role of the 18 Institutional Investors?
   The Institutional Investors, through their Steering Committee and their
   counsel, led the settlement negotiations. The Institutional Investors did
   not negotiate on behalf of the Trustees and the Trustees were not parties
A: to the negotiations that led to the Offer. The Institutional Investors
   have requested that the Trustees enter into the settlement and will appear
   in court to support the settlement, should the Trustees elect to seek a
   judicial instruction concerning their decision to accept a settlement.
Q: Will the Institutional Investors benefit differently than other investors
   under the settlement?
   No, they will not. Upon the latter of the Trustees' Acceptance or Final
   Court Approval, the Settlement Payment will be allocated by the Trustees'
   expert among the RMBS Trusts based on each Trust's then current and future
A: expected collateral losses. Each RMBS Trust's allocable share of the
   settlement payment will flow down its payment waterfall in accordance with
   the governing documents for that Trust. The Institutional Investors will
   participate in the settlement, like every other investor, based on the
   terms of the payment waterfall.
Q: Will individual investors' securities claims be released in this
   No, they will not. The settlement pertains only to the Trusts' repurchase
   claims. The Offer states specifically that, "The releases and waivers in
   Article III do not include any direct individual claims for securities
   fraud or other alleged disclosure violations ("Disclosure Claims") that an
A: Investor may seek to assert based upon such Investor's purchase or sale of
   Securities." Citi has reserved the right to assert that any payment made
   or benefit conferred under the settlement constitutes an offset or credit
   against or a reduction in the gross amount of an Investor's Disclosure
   Claim damages.
Q: How will the Trustees assess whether to accept the Offer?
   The Trustees have until June 30, 2014 to conduct a reasonable investigation
A: of the settlement and its terms. They may request a forty-five day
   extension of this evaluation period under the terms of the Agreement.
   The Trustees may request documents or other information from Citi to
   conduct such diligence, may retain experts to assist them, and may conduct
   such other due diligence as they deem necessary to inform themselves
   concerning the Settlement. Citi has agreed to use its reasonable best
   efforts to provide the Trustees promptly with the documents they reasonably
   require for their due diligence.
Q: Will the Trusts pay the costs of the Trustees' evaluation of the
   No. Pursuant to the Offer, Citi will pay all reasonable and
A: non-duplicative costs, fees and expenses the Trustees incur to evaluate the
   settlement, the claims it resolves, and its terms. This payment will be on
   top of, not out of, the $1.125 billion cash settlement payment.
Q: When and how will the settlement payment be distributed?
   The settlement payment will be distributed pursuant to a formula based on
   each accepting Trust's percentage share of total realized and unrealized
   losses. The timing of payment is not certain, as it depends upon a number
A: of factors including: a) whether the Trustees accept the settlement, b)
   whether the Trustees elect to seek a judicial instruction concerning their
   decision to accept the settlement, and c) whether Final Court Approval, if
   sought, is granted.
Q: What is the allocation formula?
   The settlement agreement specifies that the Trustees will retain a single
   financial expert to determine the then current and future expected net
A: losses that have been and are expected to be borne by that Trust from its
   inception to its expected date of termination as a percentage of the sum of
   all such losses that are expected to be borne by all of the RMBS Trusts
   over the same time period.
Q: How can interested investors learn more about the settlement?
   All investors will receive a notice from the relevant Trustee(s) concerning
A: the settlement terms. Information will also be available on a
   settlement-related website that will be created shortly.

Exhibit A

CMLTI 2005-1     CMLTI 2006-NC1
CMLTI 2005-10    CMLTI 2006-NC2
CMLTI 2005-11    CMLTI 2006-NCB1
CMLTI 2005-2     CMLTI 2006-SHL1
CMLTI 2005-3     CMLTI 2006-WF1
CMLTI 2005-4     CMLTI 2006-WF2
CMLTI 2005-5     CMLTI 2006-WFH1
CMLTI 2005-6     CMLTI 2006-WFH2
CMLTI 2005-7     CMLTI 2006-WFH3
CMLTI 2005-8     CMLTI 2006-WFH4
CMLTI 2005-9     CMLTI 2006-WMC1
CMLTI 2005-HE1   CMLTI 2007-10
CMLTI 2005-HE2   CMLTI 2007-2
CMLTI 2005-HE3   CMLTI 2007-6
CMLTI 2005-HE4   CMLTI 2007-AHL1
CMLTI 2005-OPT1  CMLTI 2007-AHL2
CMLTI 2005-OPT3  CMLTI 2007-AHL3
CMLTI 2005-OPT4  CMLTI 2007-AMC1
CMLTI 2005-SHL1  CMLTI 2007-AMC2
CMLTI 2005-WF1   CMLTI 2007-AMC3
CMLTI 2005-WF2   CMLTI 2007-AMC4
CMLTI 2006-4     CMLTI 2007-AR1
CMLTI 2006-AMC1  CMLTI 2007-AR4
CMLTI 2006-AR1   CMLTI 2007-AR5
CMLTI 2006-AR2   CMLTI 2007-AR7
CMLTI 2006-AR3   CMLTI 2007-AR8
CMLTI 2006-AR5   CMLTI 2007-FS1
CMLTI 2006-AR6   CMLTI 2007-OPX1
CMLTI 2006-AR7   CMLTI 2007-SHL1
CMLTI 2006-AR9   CMLTI 2007-WFH1
CMLTI 2006-FX1   CMLTI 2007-WFH2
CMLTI 2006-HE1   CMLTI 2007-WFH3
CMLTI 2006-HE2   CMLTI 2007-WFH4
CMLTI 2006-HE3   CMLTI 2008-2

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SOURCE Gibbs & Bruns LLP

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