Frequently Asked Questions
- Why did I get the notice package?
- What are the lawsuits about?
- Why are these class actions?
- Why is there a settlement?
- How do I know if I am part of the Settlement?
- Are there exceptions to being included?
- What if I am still not sure if I am included?
- What does the Settlement provide?
- How much will my payment be?
- How can I get a payment?
- When will I get my payment?
- What am I giving up to get a payment or stay in the Class?
- How do I exclude myself from the Class?
- If I do not exclude myself, can I sue the Defendants and the other Released Parties for the same thing later?
- If I exclude myself, can I get money from the proposed Settlement?
- Do I have a lawyer in these cases?
- How will the lawyers be paid?
- How do I tell the Court that I object to the proposed Settlement?
- What is the difference between objecting and excluding?
- When and where will the Court decide whether to approve the proposed Settlement?
- Do I have to come to the hearing?
- May I speak at the hearing?
- What happens if I do nothing at all?
- Are there more details about the proposed Settlement?
- How do I get more information?
- What is the status of the settlement?
The Court authorized the Notice to be sent to you because you or someone in your family, or an investment account for which you serve as custodian, may have purchased or otherwise acquired the Certificates between March 12, 2004 and August 7, 2013, inclusive.
If this description applies to you or someone in your family, you have a right to know about the proposed Settlement of three class action lawsuits, and about all of your options, before the Court decides whether to approve the Settlement. Additionally, you have the right to understand how a class action may generally affect your legal rights. If the Court approves the Settlement, and after any objections and appeals are resolved, an administrator appointed by the Court will make the payments that the Settlement allows.
The Notice explains the Actions, the Settlement, Class Members’ legal rights, what benefits are available, who is eligible for them, and how to get them.
The Court in charge of the Actions is the United States District Court for the Central District of California, in Los Angeles, California, and the cases are known as Maine State Retirement System v. Countrywide Financial Corporation, et al., No. 2:10-CV-00302 MRP (MANx) (C.D. Cal.), Luther v. Countrywide Financial Corporation, et al., No. 2:12-CV-05125 MRP (MANx) (C.D. Cal.), and Western Conference of Teamsters Pension Trust Fund v. Countrywide Financial Corporation, et al., No. 2:12-CV-05122 MRP (MANx) (C.D. Cal.). The Actions are assigned to and overseen by the Honorable Mariana R. Pfaelzer, United States District Judge.
The institutions and individual that are suing, namely Iowa Public Employees’ Retirement System, David H. Luther, General Board of Pension and Health Benefits of the United Methodist Church, Maine State Retirement System, Mashreqbank, p.s.c., Operating Engineers Annuity Plan, Orange County Employees’ Retirement System, Pension Trust Fund for Operating Engineers, the State of Oregon, by and through the Oregon State Treasurer and the Oregon Public Employee Retirement Board on behalf of the Oregon Public Employee Retirement Fund, Vermont Pension Investment Committee, Washington State Plumbing and Pipefitting Pension Trust, and Western Conference of Teamsters Pension Trust Fund, are called Plaintiffs.
The companies and persons being sued in some or all of the Actions, namely, Countrywide Financial Corporation, Countrywide Home Loans, Inc., CWALT, Inc., CWMBS, Inc., CWHEQ, Inc., CWABS, Inc., Countrywide Capital Markets, Countrywide Securities Corporation (collectively, the “Countrywide Defendants”), Bank of America Corporation and NB Holdings Corporation (collectively, the “Bank of America Defendants”), certain of Countrywide’s former officers and directors (the “Individual Defendants”), and various investment banks that underwrote offerings of Countrywide Securities (the “Underwriter Defendants”), are called the Defendants.
Headquartered in Calabasas, California, Countrywide was one of the nation’s largest mortgage and home equity lenders. Countrywide originated and securitized mortgage and home equity loans, and the resulting securitizations were offered and sold to investors. In each of the actions described in the Notice, Plaintiffs allege generally that in offering those securitizations, Defendants violated the federal securities laws, specifically Sections 11, 12(a)(2) and 15 of the Securities Act of 1933, 15 U.S.C. §§77k, 77l(a)(2), and 77o, by making material misstatements and omissions concerning Countrywide’s loan origination and underwriting practices (including how properties collateralizing loans were appraised), the creditworthiness of its borrowers, and the value of the collateral underlying its loans.
Plaintiffs further allege that the Individual Defendants signed the offering documents for the Certificates and that the Underwriter Defendants each acted as underwriters in the sale of one or more of the Certificates and disseminated one or more of the offering documents for the Certificates. In one of the Actions, the Bank of America Defendants are alleged to be liable as the Countrywide Defendants’ successors in interest. Additional information about the lawsuits can be found in the Notice.
In a class action, one or more persons or entities (in this case, Plaintiffs (i.e., the proposed representatives for the Class)), sue on behalf of people who allegedly have similar claims. All these persons and entities are a Class, and each is a Class Member. Bringing a case such as these as a class action allows the adjudication of many similar claims of persons and entities that might be economically too small to bring as individual actions. One court resolves the issues for all Class Members at the same time, except for those who exclude themselves from the Class.
The Court did not decide in favor of Plaintiffs or Defendants, who continue to deny liability. Instead, both sides agreed to a settlement. That way, they avoid the cost and risks of further litigation and trial. Additional information regarding the Parties’ reasons for entering into the Settlement can be found in the Notice.
The Class consists of all Persons that purchased or otherwise acquired the individual securities issued as part of the 429 mortgage-backed securities offerings listed in Exhibit A attached to the Notice during the period March 12, 2004 through August 7, 2013. The 429 Offerings at issue in the Actions are also available here, and a complete list of the Certificates issued as part of the 429 Offerings are available here. Please Note: As set forth in the Plan of Allocation in the Notice, only those purchases made from March 12, 2004 to October 16, 2008 are eligible to potentially recover from the Net Settlement Fund.
If you are part of the Class, you are a Class Member and part of the Settlement unless one of the exceptions described in the answer to question 6 below applies to you.
Yes. You are not a Class Member if you are a Defendant in the Actions; a member of the Individual Defendants’ immediate families; any entity in which any Underwriter Defendant has a majority interest; any entity in which any other Defendant has a majority or controlling interest; any person who was an officer, director, partner, or controlling person of any Defendant during the Class Period; or the legal representatives, heirs, successors and assigns of any such person or entity. Additionally, anyone who submits a valid and timely request for exclusion from the Class, in accordance with the procedures set forth in question 13 of the Notice, is not considered a Class Member and cannot participate in the Settlement.
If you are still not sure whether you are included in the Class, you can ask for free help. You can contact the Court-authorized claims administrator, The Garden City Group, Inc. by calling (866) 336-8968 (toll-free), sending an e-mail to Questions@countrywidembssettlement.com, or writing to Countrywide MBS Settlement, c/o The Garden City Group, Inc., P.O. Box 9993, Dublin, OH 43017-5993. Or you can fill out and return the Proof of Claim form described in question 10 below to see if you qualify.
In exchange for the Settlement and dismissal of the Actions, the Countrywide Defendants, on behalf of all Defendants, have agreed to create a Five Hundred Million Dollar ($500,000,000.00) settlement fund to be distributed, after various Court-approved fees and expenses, among all Class Members who submit valid Proof of Claim forms and are eligible to receive a distribution from the Net Settlement Fund (“Authorized Claimants”).
The $500 million settlement amount, and the interest earned thereon, if any, shall be the Gross Settlement Fund. The Gross Settlement Fund, less all taxes, approved costs, fees and expenses (the “Net Settlement Fund”), shall be distributed to the Authorized Claimants (as defined in the Notice). The Net Settlement Fund will be distributed to Authorized Claimants who timely submit acceptable Proof of Claim forms under the Plan of Allocation, or as otherwise ordered by the Court.
Your share of the Net Settlement Fund will depend on the aggregate number of Certificates (represented by valid and acceptable Proof of Claim forms) that members of the Class submit to the Claims Administrator, relative to the Net Settlement Fund; how many Certificates you purchased or otherwise acquired; whether the claims related to those Certificates are represented by named Plaintiffs; whether the claims related to those Certificates are “live” or have been dismissed; whether you held or sold those Certificates; the date on which you sold those Certificates; the amount of principal payments received on those Certificates; and the price at which you sold them. At this time, it is not possible to determine how much individual Class Members may receive from the Settlement.
A Class Member’s “Recognized Claim” will be calculated pursuant to the proposed Plan of Allocation set forth on pages 9-11 of the Notice, or other plan of allocation approved by the Court.
To qualify for a payment, you must submit a timely and valid Proof of Claim form. A Proof of Claim form was included with the Notice. If you did not receive a Proof of Claim form, you can get one on this website by clicking here. You can also request that a Proof of Claim form be mailed to you by contacting the claims administrator by calling (866) 336-8968 toll-free, sending an e-mail to Questions@countrywidembssettlement.com, or writing to Countrywide MBS Settlement, c/o The Garden City Group, Inc., P.O. Box 9993, Dublin, OH 43017-5993.
Read the instructions carefully, fill out the Proof of Claim form, include all the documents the form asks for, sign it, and mail it to the P.O. Box address on the form by first-class mail, postmarked no later than December 15, 2013.
The Court will hold a hearing on October 28, 2013 to decide whether to approve the Settlement. If the Court approves the Settlement after that, there may be appeals. It is always uncertain how these appeals will be resolved, and resolving them can take a long time, perhaps more than a year. It also takes a long time, often as much as a year, for all of the Proofs of Claim to be accurately reviewed and processed. Please be patient.
Unless you exclude yourself, you are staying in the Class, and that means that, upon the “Effective Date,” you will release all “Settled Claims” (as defined on page 12 of the Notice) against the “Released Parties” (as defined on pages 11-12 of the Notice). The “Effective Date” will occur when an Order entered by the Court approving the Settlement becomes Final and not subject to appeal, as explained in more detail in the Settlement Agreement dated as of July 9, 2013, a copy of which can be found in the Court Documents section of this website.
If you remain a member of the Class, all of the Court’s orders will apply to you and legally bind you.
To exclude yourself from the Class, you must mail a signed letter stating that you “request exclusion from the Class in Maine State Retirement System v. Countrywide Financial Corporation, et al., No. 2:10-CV-00302 MRP (MANx) (C.D. Cal.), Luther v. Countrywide Financial Corporation, et al., No. 2:12-CV-05125 MRP (MANx) (C.D. Cal.), and Western Conference of Teamsters Pension Trust Fund v. Countrywide Financial Corporation, et al., No. 2:12-CV-05122 MRP (MANx) (C.D. Cal.).” You cannot exclude yourself by telephone or e-mail. Each request for exclusion must provide (i) name, (ii) mailing address, (iii) daytime telephone number, (iv) email address (if available), (v) the Certificates owned as of March 12, 2004 (the first day of the Class Period) and the Certificates owned as of August 7, 2013 (the last day of the Class Period), (vi) the date(s), price(s) and amount(s) of all purchases, acquisitions and sales of Certificates during the Class Period, and (vii) a statement that the person or entity wishes to be excluded from the Class. You must mail your exclusion request by first-class mail, postmarked no later than October 1, 2013 to:
Countrywide MBS Settlement
c/o The Garden City Group, Inc.
P.O. Box 9993
Dublin, OH 43017-5993
If you ask to be excluded from the Class, you will not receive any payment from the Settlement, and you cannot object to the Settlement. You will not be legally bound by anything that happens in the lawsuits, and you may be able to sue (or continue to sue) the Defendants and the other Released Parties in the future.
No. Unless you properly exclude yourself, you give up any rights you may have to sue the Defendants and the other Released Parties for any and all Settled Claims. If you do not exclude yourself from the Class in accordance with the requirements set forth in the Notice, you will not be entitled to receive any recovery in any other action against any of the Released Parties based on or arising out of the Settled Claims. If you have a pending lawsuit, speak to your lawyer in that case immediately. You must exclude yourself from this Class to continue your own lawsuit. Remember, the exclusion deadline is October 1, 2013.
No. If you exclude yourself, do not send in a Proof of Claim form to request any money. But, you may exercise any right you may have to sue, continue to sue, or be part of a different lawsuit against the Defendants and the other Released Parties.
Should you elect to exclude yourself from the Class, you should understand that Defendants will have the right to assert any and all defenses they may have to any claims that you may seek to assert, including without limitation the defense that any such claims are untimely under applicable statutes of limitations and statutes of repose pursuant to the rulings described above previously issued by the Court, by any other court, or otherwise. Although Defendants have decided to settle the Actions in their entirety in order to avoid the continuing expense of litigation and for the other reasons described in this Notice, Defendants will retain and are not waiving in any way the right to assert that the claims asserted by any individual Class Members who elect not to participate in the Settlement are time-barred, are otherwise subject to dismissal, or otherwise lack merit.
The Court appointed the law firm of Cohen Milstein Sellers & Toll PLLC Lead Counsel in Maine State Retirement System v. Countrywide Financial Corporation, et al., No. 2:10-CV-00302 MRP (MANx) (C.D. Cal.). The law firms of Kessler Topaz Meltzer & Check, LLP and Robbins Geller Rudman & Dowd LLP, represent the Plaintiffs and the putative class in Luther v. Countrywide Financial Corporation, et al., No. 2:12-CV-05125 MRP (MANx) (C.D. Cal.) and Western Conference of Teamsters Pension Trust Fund v. Countrywide Financial Corporation, et al., No. 2:12-CV-05122 MRP (MANx) (C.D. Cal.) and were appointed Co-Lead Counsel in those actions before they were removed to federal court.
You will not be separately charged for any of these lawyers. The Court will determine the amount of Plaintiffs’ Counsel’s fees and expenses, which will be paid from the Gross Settlement Fund. If you want to be represented by your own lawyer, you may hire one at your own expense.
The attorneys representing Plaintiffs and the Class in the Actions have expended considerable time and effort over more than five years in prosecuting and resolving the Actions on a contingent-fee basis, and have advanced all of the expenses of the litigation, totaling millions of dollars, with the expectation that if they were successful in obtaining a recovery for the Class they would be paid from such recovery. In this type of litigation, it is customary for plaintiffs’ counsel to be awarded a percentage of the class’ recovery as their attorneys’ fees.
For their work over the past five-plus years, which Plaintiffs believe to have been exhaustive, Plaintiffs’ Counsel will ask the Court to award attorneys’ fees from the Gross Settlement Fund of no more than $85 million, or approximately 17% of the Gross Settlement Fund (which amount includes interest at the same rate as earned by the Gross Settlement Fund). Plaintiffs’ Counsel will also seek an award of expenses incurred in connection with the prosecution and resolution of these Actions in an amount not to exceed $4 million, plus interest on such expenses at the same rate as earned by the Gross Settlement Fund. Plaintiffs’ Counsel’s application for expenses may include reimbursement of the expenses of Plaintiffs in accordance with 15 U.S.C. §78u-4(a)(4).
If you are a Class Member, you can object to the Settlement or any of its terms, the proposed Plan of Allocation of the Net Settlement Fund, and/or the application by Plaintiffs’ Counsel for an award of attorneys’ fees and expenses. You may write to the Court setting out your objection. You may give reasons why you think the Court should not approve any or all of the Settlement terms or arrangements. If you would like the Court to consider your views, you must file a proper objection within the deadline identified, and according to the following procedures.
To object, you must send a signed letter stating that you object to the proposed Settlement in Maine State Retirement System v. Countrywide Financial Corporation, et al., No. 2:10-CV-00302 MRP (MANx) (C.D. Cal.), Luther v. Countrywide Financial Corporation, et al., No. 2:12-CV-05125 MRP (MANx) (C.D. Cal.), and Western Conference of Teamsters Pension Trust Fund v. Countrywide Financial Corporation, et al., No. 2:12-CV-05122 MRP (MANx) (C.D. Cal.). Any objection must include: (a) the full name, mailing address, daytime telephone number, and e-mail address (if available) of the objecting Class Member; (b) a list and documentation of all of that Class Member’s transactions involving the Certificates, including brokerage confirmation receipts or other competent documentary evidence of such transactions, including the amount and date of each purchase, acquisition or sale and the price paid and/or received; (c) a written statement of all grounds for the objection accompanied by any legal support for the objection; (d) copies of any papers, briefs or other documents upon which the objection is based; (e) a list of all persons who will be called to testify in support of the objection; (f) a statement of whether you intend to appear at the Fairness Hearing; (g) a list of other cases in which you or your counsel have appeared either as settlement objectors or as counsel for objectors in the preceding five years; and (h) the objector’s signature, even if represented by counsel. Your objection must be filed with the Court and mailed or delivered to the following counsel at all of the following addresses, on or before October 7, 2013:
Clerk of the Court
United States District Court for
the Central District of California
United States Courthouse
312 North Spring Street
Los Angeles, CA 90012
Steven J. Toll, Esq.
Cohen Milstein Sellers & Toll PLLC
1100 New York Avenue, N.W.
Suite 500, West Tower
Washington, D.C. 20005
Spencer A. Burkholz, Esq.
Robbins Geller Rudman & Dowd LLP
655 West Broadway, Suite 1900
San Diego, CA 92101
Andrew L. Zivitz, Esq.
Kessler Topaz Meltzer & Check, LLP
280 King of Prussia Road
Radnor, PA 19087
Counsel for Countrywide:
Brian E. Pastuszenski, Esq.
Alexis Shapiro, Esq.
Goodwin Procter LLP
53 State Street
Boston, MA 02109
You do not need to attend the Fairness Hearing to have your written objection considered by the Court. Any Class Member who has not previously submitted a request for exclusion from the Class and who has complied with the procedures set forth in question 18 of the Notice may also appear at the Fairness Hearing and be heard, to the extent allowed by the Court, to state any objection to the Settlement, the Plan of Allocation, or Plaintiffs’ Counsel’s motion for an award of attorneys’ fees and expenses. Any such objector may appear in person or arrange, at his or her own expense, for a lawyer to represent him or her at the Fairness Hearing.
Objecting is telling the Court that you do not like something about the proposed Settlement. You can object only if you stay in the Class and follow the objection procedures described above. Excluding yourself is telling the Court that you do not want to be part of the Class. If you exclude yourself from the Class, you have no basis to object because the Actions no longer affect you.
The Court will hold the Fairness Hearing on October 28, 2013, at 1:30 p.m., in Courtroom 12 at the United States District Court for the Central District of California, United States Courthouse, 312 North Spring Street, Los Angeles, California 90012.
No. Plaintiffs’ Counsel will answer any questions the Court may have. But, you are welcome to attend the Fairness Hearing at your own expense. If you send an objection, you do not have to come to Court to discuss it. As long as you filed your written objection on time, the Court will consider it. You may also pay your own lawyer to attend, but it is not required. If you do hire your own lawyer, he or she must file and serve a Notice of Appearance in the manner described in the answer to question 22 of the Notice.
Please be aware that the Court may change the date or time of the Fairness Hearing without further notice to Class Members. If you or your attorney plan to come to the hearing, you should check with Plaintiffs’ Counsel before coming to be sure that the date or time has not changed.
Class Members do not need to appear at the hearing or take any other action to indicate their approval of the matters being considered at the hearing.
You may speak at the Fairness Hearing if you are a Class Member and you filed an objection to the Settlement, the Plan of Allocation, and/or Plaintiffs’ Counsel’s application for an award of attorneys’ fees and expenses in the manner and the time period described in the answer to question 18 of the Notice. If you plan to have an attorney speak on your behalf at the Fairness Hearing, your attorney must, on or before October 7, 2013, file a Notice of Appearance in these Actions with the Clerk of the Court and deliver a copy to Plaintiffs’ Counsel and Counsel for the Countrywide Defendants at the addresses listed in the answer to question 18 of the Notice.
If you or your attorney plan to attend the Fairness Hearing and present evidence at the hearing, your written objections (prepared and submitted in accordance with the answer to question 18 of the Notice) must identify any witness you or your attorney may seek to call to testify, and must identify any documents or other exhibits you or your attorney may seek to introduce into evidence.
If you do nothing, you will get no money from this Settlement and you will be precluded from starting a lawsuit, continuing with a lawsuit, or being part of any other lawsuit against the Defendants and the other Released Parties concerning the Settled Claims, ever again.
The Notice summarizes the proposed Settlement. More details are contained in the Settlement Agreement dated as of July 9, 2013, a copy of which can be found in the Court Documents section of this website.
You also can call the Claims Administrator toll-free at (866) 336-8968; send an e-mail to Questions@countrywidembssettlement.com; write to Countrywide MBS Settlement, c/o The Garden City Group, Inc., P.O. Box 9993, Dublin, OH 43017-5993; or visit this website.
Additional information concerning the matters involved in these Actions and the proposed Settlement is available on this website, including, among other documents, copies of the Settlement Agreement, important Court Orders and the operative complaints. For more detailed information, you are referred to the papers on file in the Actions, most of which may be inspected at the Office of the Clerk of the United States District Court for the Central District of California, United States Courthouse, 312 North Spring Street, Los Angeles, California 90012, on weekdays (other than court holidays) between 10:00 a.m. and 4:00 p.m. Subscribers to PACER, a fee-based service, can also view the papers filed publicly in the Actions through the Court’s on-line Case Management/Electronic Case Files System at https://ecf.cacd.uscourts.gov.
On December 5, 2013 the Court entered its Order Granting Final Approval of the Class Action Settlement, Plan of Allocation of Settlement Proceeds, and Request for an Award of Attorneys' Fees and Expenses.