UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended
December 31, 2006
Commission file number: 333-130961-25
Fremont Home Equity Loan Trust 2006-3
(Exact name of issuing entity as specified in its Charter)
Financial Asset Securities Corp.
(Exact name of depositor as specified in its Charter)
Greenwich Capital Financial Products, Inc.
(Exact name of sponsor as specified in its Charter)
Delaware 06-1442101
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification Number)
600 Steamboat Road
Greenwich, Connecticut 06830
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(203) 625-2700
Securities registered pursuant to Section 12(b) of the Act:
None.
Securities registered pursuant to Section 12(g) of the Act:
None.
This report omits to disclose the Attestation Report of Fremont
Investment & Loan required by Rule 15d-18 of the Securities Exchange
Act of 1934, as amended.
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No[X]
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act. Yes[ ] No[X]
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the Registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of the
Form 10-K or any amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer. See definition
of "accelerated filer" in Rule 12b-2 of the Exchange Act. (Check One):
Large accelerated filer [ ] Accelerated Filer [ ]
Non-accelerated Filer [X]
Indicate by check mark whether the registrant is a shell company (as
defined in rule 12b-2 of the Act). [ ] Yes [X] No
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked
price of such common equity, as of the of the last business day of
the registrant's most recently completed second fiscal quarter
Not Applicable.
DOCUMENTS INCORPORATED BY REFERENCE
None
PART I
ITEM 1. Business.
Not Applicable.
ITEM 1A. Risk Factors.
Not Applicable.
ITEM 1B. Unresolved Staff Comments
Not Applicable.
ITEM 2. Properties.
Not Applicable.
ITEM 3. Legal Proceedings.
Not Applicable.
ITEM 4. Submission of Matters to a Vote of Security Holders.
Not Applicable.
PART II
ITEM 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities.
Not Applicable.
ITEM 6. Selected Financial Data.
Not Applicable.
ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Not Applicable.
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not Applicable.
ITEM 8. Financial Statements and Supplementary Data.
Not Applicable.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
Not Applicable.
ITEM 9A. Controls and Procedures.
Not Applicable.
ITEM 9A(T). Controls and Procedures.
Not Applicable.
ITEM 9B. Other Information.
None.
PART III
ITEM 10. Directors, Executive Officers and Corporate Governance.
Not Applicable.
ITEM 11. Executive Compensation.
Not Applicable.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.
Not Applicable.
ITEM 13. Certain Relationships and Related Transactions, and
Director Independence.
Not Applicable.
ITEM 14. Principal Accounting Fees and Services.
Not Applicable.
PART IV
Additional Items Required by General Instruction J(2)
Item 1112(b) of Regulation AB, Significant Obligor Financial Information.
None.
Item 1114(b)(2) and Item 1115(b) of Regulation AB , Significant
Enhancement Provider Information.
None.
Item 1117 of Regulation AB, Legal Proceedings.
Recent Events Relating to Fremont Investment & Loan
Pursuant to a Form 12b-25 filed on March 2, 2007, Fremont General
Corporation ("Fremont General"), the parent of Fremont Investment & Loan
("Fremont"), announced that it was delaying the filing of its Annual
Report on Form 10-K for the fiscal year ended December 31, 2006. Pursuant
to a Form 8-K filed on March 16, 2007, Fremont General announced that it
would not file its Annual Report on Form 10-K for the fiscal year ended
December 31, 2006 before its extended deadline of April 17, 2007.
Fremont General also announced that, in light of the current operating
environment for subprime mortgage lenders and recent legislative and
regulatory events, Fremont intends to exit its subprime residential real
estate lending business. Fremont General is are engaged in discussions
with various parties regarding the sale or other disposition of the
residential loan origination platform and has engaged Credit Suisse
Securities LLC in connection therewith; however, there can be no
assurance that Fremont General or its afiliates will be able to enter
into any transaction involving its residential loan origination platform.
Additionally, on March 7, 2006, Fremont General announced that it,
Fremont and Fremont General's wholly owned subsidiary, Fremont General
Credit Corporation, have consented to the terms of a cease and desist
order issued by the Federal Deposit Insurance Corporation without
admitting to the allegations contained therein. The cease and desist
order requires, among other things, Fremont to cease and desist from
the following:
o Operating with management whose policies and practices are
detrimental to Fremont;
o Operating Fremont without effective risk management policies and
procedures in place in relation to Fremont's brokered subprime
mortgage lending and commercial real estate construction lending
businesses;
o Operating with inadequate underwriting criteria and excessive risk
in relation to the kind and quality of assets held by Fremont;
o Operating without an accurate, rigorous and properly documented
methodology concerning its allowance for loan and lease losses;
o Operating with a large volume of poor quality loans;
o Engaging in unsatisfactory lending practices;
o Operating without an adequate strategic plan in relation to the
volatility of Fremont's business lines and the kind and quality of
assets held by Fremont;
o Operating with inadequate capital in relation to the kind and
quality of assets held by Fremont;
o Operating in such a manner as to produce low and unsustainable
earnings;
o Operating with inadequate provisions for liquidity in relation to
the volatility of Fremont's business lines and the kind and quality
of assets held by Fremont;
o Marketing and extending adjustable-rate mortgage products to
subprime borrowers in an unsafe and unsound manner that greatly
increases the risk that borrowers will default on the loans or
otherwise cause losses to Fremont, including (1) adjustable-rate
mortgage products that qualify borrowers for loans with low initial
payments based on an introductory rate that will expire after an
initial period, without adequate analysis of the borrower's ability
to repay at the fully indexed rate, (2) adjustable-rate mortgage
products containing features likely to require frequent refinancing
to maintain affordable monthly payment or to avoid foreclosure, and
(3) loans or loan arrangements with loan-to-value ratios approaching
or exceeding 100 percent of the value of the collateral;
o Making mortgage loans without adequately considering the borrower's
ability to repay the mortgage according to its terms;
o Operating in violation of Section 23B of the Federal Reserve Act, in
that Fremont engaged in transactions with its affiliates on terms
and under circumstances that in good faith would not be offered to,
or would not apply to, nonaffiliated companies; and
o Operating inconsistently with the Federal Deposit Insurance
Corporation's Interagency Advisory on Mortgage Banking and
Interagency Expanded Guidance for Subprime Lending Programs.
The cease and desist order also requires Fremont to take a number of
steps, including (1) having and retaining qualified management; (2)
limiting Fremont General's and Fremont General Credit Corporation's
representation on Fremont's board of directors and requiring that
independent directors comprise a majority of Fremont's board of
directors; (3) revising and implementing written lending policies to
provide effective guidance and control over Fremont's residential
lending function; (4) revising and implementing policies governing
communications with consumers to ensure that borrowers are provided
with sufficient information; (5) implementing control systems to monitor
whether Fremont's actual practices are consistent with its policies
and procedures; (6)implementing a third-party mortgage broker monitoring
program and plan; (7) developing a five-year strategic plan, including
policies and procedures for diversifying Fremont's loan portfolio;
(8) implementing a policy covering Fremont's capital analysis on
subprime residential loans; (9) performing quarterly valuations and
cash flow analyses on Fremont's residual interests and mortgage
servicing rights from its residential lending operation, and obtaining
annual independent valuations of such interests and rights; (10)
limiting extensions of credit to certain commercial real estate
borrowers; (11)implementing a written lending and collection policy to
provide effective guidance and control over Fremont's commercial real
estate lending function, including a planned material reduction in the
volume of funded and unfunded nonrecourse lending and loans for
condominium conversion and construction as a percentage of Tier I
capital; (12) submitting a capital plan that will include a Tier I
capital ratio of not less than 14% of Fremont's total assets; (13)
implementing a written profit plan; (14) limiting the payment of cash
dividends by Fremont without the prior written consent of the Federal
Deposit Insurance Corporation and the Commissioner of the California
Department of Financial Institutions; (15) implementing a written
liquidity and funds management policy to provide effective guidance
and control over Fremont's liquidity position and needs; (16)
prohibiting the receipt, renewal or rollover of brokered deposit
accounts without obtaining a Brokered Deposit Waiver approved by the
Federal Deposit Insurance Corporation; (17) reducing adversely classified
assets; and (18) implementing a comprehensive plan for the methodology
for determining the adequacy of the allowance for loan and lease losses.
Further, Fremont General is analyzing, in connection with the preparation
of Fremont General's consolidated financial statements as of and for the
period ended December 31, 2006, the Federal Deposit Insurance Corporation's
criticism with respect to Fremont General's methodology for determining
the carrying value of Fremont General's residential real estate loans held
for sale.
In addition, on March 5, 2007, Moody's Investors Service, Inc. downgraded
Fremont's residential primary servicer rating for subprime mortgage loans
to "SQ4+" from "SQ3+" and placed such rating on review for possible further
downgrade and on March 6, 2007, Fitch Ratings, Inc. downgraded Fremont's
residential primary servicer rating for subprime mortgage loans to "RPS4"
from "RPS3+" and placed such rating on "Watch Negative", indicating that
further downgrades of such rating are possible.
Item 1119 of Regulation AB, Affiliations and Certain Relationships and
Related Transactions.
None.
Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.
See Item 15, Exhibit 33.
This report on Form 10-K omits the Item 1122 attestation report (the
"Attestation Report") required by Regulation AB for Fremont Investment &
Loan ("Fremont"), the interim servicer of the mortgage loans under the
pooling and servicing agreement from September 1, 2006 until December
31, 2006 (with respect to approximately 66% of the mortgage loans) or
January 31, 2007 (with respect to approximately 34% of the mortgage
loans).
Fremont has informed the Registrant that the accounting firm that was
scheduled to deliver the Attestation Report informed Fremont it was
resigning from its engagement during the last week of March, and Fremont
has not yet been able to engage an alternative accounting firm to
prepare the Attestation Report. Fremont is contractually obligated to
provide the Registrant with an Attestation Report by one or more
registered public accounting firms related to its assessment of
compliance. Fremont is in breach of those obligations. The Registrant
has taken the following measures in an attempt to obtain Fremont's
Attestation Report meeting the Item 1122 requirements: suggested
alternative registered public accounting firms to issue the Attestation
Report, attempted to contact Fremont's current accounting firm for an
explanation as to why the Attestation Report can not be delivered and
held numerous conferences with Fremont's senior management to discuss
the implications of not delivering the Attestation Report and all
possible alternatives. Despite these measures, the Registrant has been
informed by senior management of Fremont that the Attestation Report
will not be delivered by Fremont on or prior to the 10-K filing
deadline.
Fremont is not an affiliate of the Registrant.
The Registrant cannot obtain a compliant Attestation Report from Fremont
through any other steps available to it without unreasonable effort or
expense. The Registrant is continuing to work with Fremont and its
senior management to obtain the Attestation Report by no later than the
extended filing deadline of April 17, 2007.
Item 1123 of Regulation AB, Servicer Compliance Statement.
See Item 15, Exhibit 35.
ITEM 15. Exhibits, Financial Statement Schedules.
(a) Exhibits
4 Pooling and Servicing Agreement, dated as of September 1, 2006,
among Financial Asset Securities Corp., Deutsche Bank National
Trust Company and Wells Fargo Bank, N.A. (incorporated herein by
reference from Exhibit 4.1 of the Current Report on Form 8-K/A of
the registrant, as filed with the Commission on November 13, 2006
and as amended on January 24, 2007).
10 Incorporated by reference as Exhibit (4).
31 Section 302 Certification.
33.1 Servicer's Annual Report on Assessment of Compliance for Year
End December 31, 2006.
33.2 Credit Risk Manager's Annual Report on Assessment of Compliance
for Year End December 31, 2006.
33.3 Trustee's Annual Report on Assessment of Compliance for
Year End December 31, 2006.
34.1 Servicer's Annual Attestation Report on Assessment of Compliance
with Servicing Criteria for Year End December 31, 2006.
34.2 Credit Risk Manager's Annual Attestation Report on Assessment of
Compliance with Servicing Criteria for Year End December 31, 2006.
34.3 Trustee's Annual Attestation Report on Assessment of
Compliance with Servicing Criteria for Year End December 31, 2006.
35.1 Servicer's Annual Statement of Compliance for Year End
December 31, 2006.
(b) See (a) above.
(c) Not Applicable.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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.
Financial Asset Securities Corp.
By: /s/ Robert McGinnis
Robert McGinnis
President
Date: March 30, 2007
EXHIBIT INDEX
Exhibit Document
4 Pooling and Servicing Agreement, dated as of September 1, 2006,
among Financial Asset Securities Corp., Deutsche Bank National
Trust Company and Wells Fargo Bank, N.A. (incorporated herein by
reference from Exhibit 4.1 of the Current Report on Form 8-K/A of
the registrant, as filed with the Commission on November 13, 2006
and as amended on January 24, 2007).
10 Incorporated by reference as Exhibit (4).
31 Section 302 Certification.
33.1 Servicer's Annual Report on Assessment of Compliance for Year
End December 31, 2006.
33.2 Credit Risk Manager's Annual Report on Assessment of Compliance
for Year End December 31, 2006.
33.2 Trustee's Annual Report on Assessment of Compliance for
Year End December 31, 2006.
34.1 Servicer's Annual Attestation Report on Assessment of Compliance
with Servicing Criteria for Year End December 31, 2006.
34.2 Credit Risk Manager's Annual Attestation Report on Assessment of
Compliance with Servicing Criteria for Year End December 31, 2006.
35.1 Servicer's Annual Statement of Compliance for Year End
December 31, 2006.