Heller Ehrman's structural finance team focuses primarily on transactions in residential and commercial mortgage loans, ranging from warehouse financing lines to whole loan purchases, sales and reconstitutions, purchase and sale of servicing rights, and securitizations. This group includes two tax lawyers experienced in a variety of domestic and offshore mortgage-backed securitization structures, as well as an attorney who served as a principal drafter of revised Article 9, and as a member of the American Bar Association Legal Opinion Committee SFAS 140 Task Force that developed a model receivership opinion for bank securitizations.

We have substantial experience in federal and state securities laws, bankruptcy law, United States federal and state and foreign tax issues, derivative transactions, regulation of financial institutions and commercial finance. In addition, members of our group have solid working relationships with the leading investment banks in this area and with accounting firms, rating agencies, Fannie Mae and Freddie Mac, and a variety of monoline insurers, all of whom have been partners with our clients in pioneering new structures in the mortgage loan securitization market.

Facts About Our Practice

• Heller Ehrman is consistently ranked in the top 15 firms in Thomson Financial's "U.S. Asset-backed Securities/Issuer Legal Advisor" rankings and Asset-Backed Alert's "Top Issuer Counsel for US ABS/MBS" rankings.
• For 2006, Heller Ehrman was ranked 8th in Thomson Financial's “U.S. Asset-backed Securities/Issuer Legal Advisor” league table and 12th by Asset-Backed Alert.

Our Capabilities

Securitizations/NIMS

Heller Ehrman is regularly involved in securitizations of a variety of mortgage products (multifamily, subprime, prime, Alt-A, second lien and home equity loans), primarily as issuer's and sponsor's counsel. We have extensive experience in the securitization of subprime mortgages and have been involved in a number of innovative or first-of-a-kind transactions, including:

• The first Fannie Mae guaranteed subprime deal.
• The first Freddie Mac guaranteed subprime deal.
• One of the first Fannie Mae fully-wrapped subprime deals.
• The first insured and uninsured Cayman Islands NIMS transactions since the late 1990s.
• The first Cayman Islands NIMS transaction in which a single issuer issued multiple classes of notes since the late 1990s.
• The first subprime deal insured by a monoline insurer and guaranteed by Fannie Mae.
• One of the few subprime deals incorporating a pay-as-you-go cap structure.
• One of the largest new issuance subprime securitizations ($4.4 billion) and NIMS transaction ($290 million) ever closed.
• One of the first, reverse rent-a-shelf structures in which an investment bank purchases subprime loans from an originator in a whole loan sale and subsequently securitizes them using the originator's shelf.
• In January 2006, the first securitization to file a preliminary prospectus supplement with the SEC under new Regulation AB.
• One of the first Alt-B securitizations combining low quality Alt-A loans with high quality subprime loans.
• We also act as underwriters' counsel in connection with the securitization of mortgage loans.

Whole Loan Purchases and Sales

We regularly handle purchase, sale and reconstitution transactions for all types of residential and commercial mortgage loans, including prime loans, FHA/VA loans, subprime loans, nonperforming loans, delinquent loans purchased out of Ginnie Mae securities (early buyout or EBO loans), federally insured loans, multifamily loans and commercial and industrial loans. We have structured programs for flow sales of many of these classes of loans, including EBO loan sale programs, programs directed at purchasers who wish to obtain Community Reinvestment Act credits for portfolio purchases and programs for agency MBS-backed by qualifying loans.

Related Mortgage Transactions and Experience

• Representation of lenders and borrowers in mortgage warehouse financing arrangements.
• Representation of buyers and sellers of servicing rights, including base servicing and excess servicing strips.
• Ongoing advice to and consultation with the rating agencies and GSEs regarding UCC and accounting developments that affect loan sale and securitization transactions.
• Ongoing programs and transactions with the Federal Home Loan Banks and Freddie Mac, Fannie Mae and Ginnie Mae.
• Structuring loan sales and securitizations for insured institutions to minimize regulatory capital requirements.