SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 11, 2006
Financial Asset Securities Corp.
(Exact name of registrant as specified in its charter)
______________________________________________________________________________
| | | |
| Delaware | 333-130961 | 06-1442101 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| | | |
600 Steamboat Road Greenwich, Connecticut | | 06830 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (203) 625-2700
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 2 - Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets
Description of the Certificates and the Mortgage Pool
On May 10, 2006 a single series of certificates, entitled Fremont Home Loan Trust 2006-A, Asset-Backed Certificates, Series 2006-A (the “Certificates”), were issued pursuant to a pooling and servicing agreement, dated as of May 1, 2006 (the “Agreement”), attached hereto as Exhibit 4.1, among Financial Asset Securities Corp. as depositor (the “Depositor”), Fremont Investment & Loan as servicer (the “Servicer”), Wells Fargo Bank, N.A. as master servicer and trust administrator (the “Master Servicer” and “Trust Administrator”) and HSBC Bank USA, National Association as trustee (the “Trustee”). The Certificates consist of twenty classes of certificates (collectively, the “Certificates”), designated as the “Class 1-A-1 Certificates”, “Class 1-A-2 Certificates”, “Class 2-A-1 Certificates”, “Class 2-A-2 Certificates”, “Class 2-A-3 Certificates”, “Class 2-A-4 Certificates”, “Class M-1 Certificates”, “Class M-2 Certificates”, “Class M-3 Certificates”, “Class M-4 Certificates”, “Class M-5 Certificates”, “Class M-6 Certificates”, “Class M-7 Certificates”, “Class M-8 Certificates”, “Class M-9 Certificates”, “Class M-10 Certificates”, “Class C Certificates”, “Class P Certificates”, ”Class R Certificates” and “Class R-X Certificates”. The Certificates evidence in the aggregate the entire beneficial ownership interest in a trust fund (the “Trust Fund”), consisting of a pool of mortgage loans (the “Mortgage Pool”) of conventional, one- to four- family, adjustable rate and fixed rate, first and second lien mortgage loans having original terms to maturity up to 30 years (the “Mortgage Loans”). The Mortgage Pool consists of Mortgage Loans having an aggregate principal balance of $982,532,607 as of May 1, 2006 (the “Cut-off Date”). The Mortgage Loans were assigned to the Trust pursuant to the Mortgage Loan Purchase Agreement, dated May 1, 2006, (the “Purchase Agreement”) between Fremont Investment & Loan as originator (the “Originator”) and the Depositor. The Class 1-A-1 Certificates, Class 1-A-2 Certificates, Class 2-A-1 Certificates, Class 2-A-2 Certificates, Class 2-A-3 Certificates, Class 2-A-4 Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class M-4 Certificates, Class M-5 Certificates, Class M-6 Certificates, Class M-7 Certificates, Class M-8 Certificates, Class M-9 Certificates and Class M-10 Certificates were sold by the Depositor to Greenwich Capital Markets, Inc., Barclays Capital Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and JPMorgan Chase Securities Inc (collectively, the “Underwriters”), pursuant to an Underwriting Agreement, dated May 3, 2006 (the “Underwriting Agreement”) among the Depositor and the Underwriters.
The Certificates have the following initial Certificate Balances and Pass-Through Rates:
Class | Original Certificate Principal Balance | Pass-Through Rate |
| Class 1-A-1 | $235,410,000 | Variable |
| Class 1-A-2 | $58,847,000 | Variable |
| Class 2-A-1 | $169,871,000 | Variable |
| Class 2-A-2 | $115,101,000 | Variable |
| Class 2-A-3 | $134,034,000 | Variable |
| Class 2-A-4 | $42,303,000 | Variable |
| Class M-1 | $71,725,000 | Variable |
| Class M-2 | $19,651,000 | Variable |
| Class M-3 | $18,177,000 | Variable |
| Class M-4 | $17,686,000 | Variable |
| Class M-5 | $16,212,000 | Variable |
| Class M-6 | $15,721,000 | Variable |
| Class M-7 | $13,264,000 | Variable |
| Class M-8 | $10,808,000 | Variable |
| Class M-9 | $8,352,000 | Variable |
| Class M-10 | $9,825,000 | Variable |
| Class C | N/A | Variable |
| Class P | $100 | N/A |
The Certificates, other than the Class C Certificates, Class P Certificates, Class R Certificates and Class R-X Certificates, and Mortgage Loans are more particularly described in the Prospectus, dated April 26, 2006 and the Prospectus Supplement, dated May 3, 2006, as previously filed with the Securities and Exchange Commission pursuant to Rule 424(b). The Class C Certificates, Class P Certificates, Class R Certificates and Class R-X Certificates have not been and will not be publicly offered by the Depositor. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Prospectus Supplement.
Simultaneously with the issuance of the Offered Certificates, the Depositor sold (i) the Class C Certificates, (ii) the Class P Certificates, (iii) the Class R Certificates and (iv) the Class R-X Certificates (collectively, the “Private Certificates”) to Fremont Investment & Loan on May 10 2006, in a transaction exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(a) Not applicable
(b) Not applicable
(c) Exhibits
Exhibit No. | Description |
| 4.1 | Pooling and Servicing Agreement, dated as of May 1, 2006, by and among Financial Asset Securities Corp. as Depositor, Fremont Investment & Loan as Servicer, Wells Fargo Bank, N.A. as Master Servicer and Trust Administrator and HSBC Bank USA, National Association as Trustee, relating to the Series 2006-A Certificates. |
| 1.1 | Underwriting Agreement, dated as of May 3, 2006, by and among Financial Asset Securities Corp. as Depositor, Greenwich Capital Markets, Inc., Barclays Capital Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and JPMorgan Chase Securities Inc. relating to the Series 2006-A Certificates. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: May 10, 2006
| | FINANCIAL ASSET SECURITIES CORP. |
| |
| | By: | /s/ Ara Balabanian |
| | Name: Ara Balabanian |
| | Title: Vice President |
Index to Exhibits
Exhibit No. | Description |
| 4.1 | Pooling and Servicing Agreement, dated as of May 1, 2006, by and among Financial Asset Securities Corp. as Depositor, Fremont Investment & Loan as Servicer, Wells Fargo Bank, N.A. as Master Servicer and Trust Administrator and HSBC Bank USA, National Association as Trustee, relating to the Series 2006-A Certificates. |
| 1.1 | Underwriting Agreement, dated as of May 3, 2006, by and among Financial Asset Securities Corp. as Depositor, Greenwich Capital Markets, Inc., Barclays Capital Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and JPMorgan Chase Securities Inc. relating to the Series 2006-A Certificates. |
