Fannie Mae has been issuing credit-risk-transfer (CRT) deals under its Connecticut Avenue Securities (CAS) program since 2013. The investor base for these securities has traditionally been a diverse group of asset managers, hedge funds, private equity firms, and insurance companies. The deals had been largely ignored by Real Estate Investment Trusts (REITs), however. The following pie charts illustrate the investor breakdown of Fannie Mae’s CAS 2018-C06 deal, issued in October 2018. Note that REITs accounted for only 11 percent of the investor base of the Group 1 and Group 2 M-2 tranches (see note below for information on how credit risk is distributed across tranches), and just 4 percent of the Group 1 B-1 tranche. Things began to change in November 2018, however, when Fannie Mae began to structure CAS offering as notes issued by trusts that qualify as Real Estate Mortgage Investment Conduits (REMICs). The first such REMIC offering, CAS 2018-R07, brought about a substantial shift in the investor distribution, with REITs now accounting for a significantly higher share. As the pie charts below illustrate, REITs now account for some 22 percent of the M-2 tranche investor base and nearly 20 percent of the B-1 tranche. What Could Be Driving This Trend? It seems reasonable to assume that REITs are flocking to more favorable tax treatment of REMIC-based structures. These will now be more simplified and aligned with other mortgage-related securities, as Fannie Mae points out. Additionally, the new CAS REMIC notes meet all the REIT income and asset tests for tax purposes, and there is a removal on tax withholding restrictions for non-U.S. investors in all tranches. The REMIC structure offers additional benefits to REITs and other investors. Unlike previous CAS issues, the CAS REMIC—a bankruptcy-remote trust—issues the securities and receives the cash proceeds from investors. Fannie Mae pays monthly payments to the trust in exchange for credit protection, and the trust is responsible for paying interest to the investors and repaying principal less any credit losses. Since it is this new third-party trustee issuing the CAS REMIC securities, investors will be shielded from exposure to any future counterparty risk with Fannie Mae. The introduction of the REMIC structure represents an exciting development for the CAS program and for CRT securities overall. It makes them more attractive to REITs and offers these and other traditional mortgage investors a new avenue into credit risk previously available only in the private-label market. End Note: How Are CAS Notes Structured? Notes issued prior to 2016 as part of the CAS program are aligned to a structure of six classes of reference tranches, as illustrated below: Two mezzanine tranches of debt are offered for sale to investors. The structure also consists of 4 hypothetical reference tranches, retained by Fannie Mae and used for allocation of cash flows. When credit events occur, write-downs are first applied to the Fannie Mae retained first loss position. Only after the entire first loss position is written down are losses passed on to investors in mezzanine tranche debt – first M2, then M1. Loan prepayment is allocated along an opposite trajectory. As loans prepay, principal is first returned to the investors in M1 notes. Only after the full principal balance of M1 notes have been repaid do M2 note holders receive principal payments. Beginning with the February 2016 CAS issuance (2016-C01), notes follow a new structure of seven classes of reference tranches, as illustrated below: In addition to the two mezzanine tranches, a portion of the bottom layer is also sold to investors. This allows Fannie Mae to transfer a portion of the initial expected loss. When credit events occur, both Fannie Mae and investors incur losses. Additionally, beginning with this issuance, the size of the B tranche was increased to 100 bps, effectively increasing the credit support offered to mezzanine tranches. Beginning with the January 2017 CAS issuance (2017-C01), notes follow a structure of eight classes of reference tranches, as illustrated below: Fannie Mae split the B tranche horizontally into two equal tranches, with Fannie Mae retaining the first loss position. The size of the B1 tranche is 50 bps, and Fannie Mae retains a vertical slice of the B1 tranche.