10-K 1 bc07e110k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2007 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period to __________ from _______________ Commission file number of issuing entity: 333-140720-04 EquiFirst Loan Securitization Trust 2007-1 (Exact name of Issuing Entity as specified in its Charter) BCAP LLC (Exact name of depositor as specified in its Charter) Sutton Funding LLC (Exact name of sponsor as specified in its Charter) Pooling Tier REMIC-1 30-0432601 Pooling Tier REMIC-2 30-0432593 Lower Tier REMIC 35-2304177 Upper Tier REMIC 38-3761775 New York Grantor Trust 35-6776967 (State or other jurisdiction (I.R.S. Employer incorporation or organization Identification Number of issuing entity) of issuing entity) c/o Deutsche Bank National Trust Company 1761 East St. Andrew Place Santa Ana, California 92705 (Address of principal executive offices (Zip Code of of issuing entity) issuing entity) Issuing Entity's telephone number, including area code: (714) 247-6000 Securities registered pursuant to Section 12(b) of the Act: None. Securities registered pursuant to Section 12(g) of the Act: None. 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 (Section 229.405 of this chapter) 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 this Form 10-K or any amendment to this Form 10-K. Not Applicable. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check One): Large accelerated filer [ ] Accelerated Filer [ ] Non-accelerated Filer [X] (Do not Check if a smaller reporting company) Smaller reporting company [ ] 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 See Item 15(a). PART I ITEM 1. Business. Not Applicable. ITEM 1A. Risk Factors. Not Applicable. ITEM 1B. Unresolved Staff Comments. None. 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. ADDITIONAL ITEMS REQUIRED BY GENERAL INSTRUCTION J(2) Item 1112(b) of Regulation AB, Significant Obligor Financial Information. No single obligor represents 10% or more of the pool assets held by the issuing entity. Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider Information. No entity or group of affiliated entities provides any external credit enhancement or other support for the certificates within this transaction as described under Item 1114(a) of Regulation AB. Item 1115(b) of Regulation AB, Certain Derivative Instruments. Barclays Bank PLC provides an interest rate swap derivative instrument for the issuing entity. No additional disclosure is necessary because the significance percentage for the interest rate swap is less than 10%. Item 1117 of Regulation AB, Legal Proceedings. Legal Proceedings Regarding Barclays Capital Real Estate Inc. d/b/a HomEq Servicing In November 2007, the Attorney General of the State of Ohio ("Attorney General") and the Ohio Department of Commerce, Division of Financial Institutions ("DFI") (collectively, "Ohio Regulators") issued to Barclays Capital Real Estate Inc. d/b/a HomEq Servicing ("HomEq") a Joint Subpoena/Investigative Demand ("Subpoena"), captioned No. PL-HMS-01. This Subpoena was issued to HomEq and a number of other financial institutions as part of a preliminary inquiry by the Ohio Regulators into the mortgage lending and servicing practices of these companies as they relate to the securitization of residential mortgages in Ohio and the rating of securities created by the same. The Subpoena states that the Regulators are investigating potential violations of Ohio's Consumer Sales Practices Act, Ohio's Second Mortgage Loan Act, and/or Ohio's Valentine Act. The Subpoena requests the production of certain responsive documents and information generated between January 1, 2003 and November 9, 2007 as well as responsive documents generated outside the relevant time period, but which contain information concerning the relevant time period. HomEq is fully cooperating with the Ohio Regulators in this inquiry. HomEq has reached an agreement with the Regulators that it will produce responsive documents and information on a rolling basis, and has begun to do so. Given the preliminary status of the matter, HomEq is unable, at this point, to evaluate whether any claim will be Made against HomEq or HomEq's likelihood of successfully defending any such action or the potential exposure in such an action. Legal Proceedings Regarding EquiFirst Corporation and EquiFirst Mortgage Corporation of Minnesota EquiFirst Corporation and EquiFirst Mortgage Corporation of Minnesota, the originators (collectively, "EquiFirst"), are subject to comprehensive federal supervision and regulation by the Board of Governors of the Federal Reserve System ("Federal Reserve"), and as such, EquiFirst is subject to the regulatory restrictions imposed by the Federal Reserve. To the extent that a response to this Item 1117 may involve providing information relating to any Federal Reserve examination, investigation, supervisory process or inquiry, if any, that involves EquiFirst, the disclosure of any such information would be expressly prohibited by federal law. To the extent this Item 1117 relates to any proceeding by governmental authorities other than the Federal Reserve, the Federal Reserve restrictions would not apply. The depositor is unaware of any such material proceedings by any such other governmental authorities. Item 1119 of Regulation AB, Affiliations and Certain Relationships and Related Transactions. The information regarding this Item has been previously filed in a 424(b)(5) on June 27, 2007 (Commission File No. 333-140720-04). Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria. See Exhibits 33 and 34. Material Instances of Noncompliance. Foreclosure was not initiated in accordance with the timeframes established by Barclays Capital Real Estate Inc. d/b/a HomEq Servicing's servicing agreements and the servicing criteria set forth in 1122(d)(4)(vii) of Regulation AB and therefore represents an instance of material noncompliance. Item 1123 of Regulation AB, Servicer Compliance Statement. See Exhibit 35. PART IV ITEM 15. Exhibits, Financial Statement Schedules. (a) Exhibits. (1) Not Applicable. (2) Not Applicable. (3) Exhibit 4 was filed as part of the Registrant's Current Report on Form 8-K filed on July 19, 2007 (Commission File No. 333-140720-04) and is incorporated by reference herein. Exhibit 4 Pooling and Servicing Agreement, dated as of June 1, 2007, by and among BCAP LLC, as depositor, Barclays Capital Real Estate Inc. d/b/a HomEq Servicing, as servicer, Deutsche Bank National Trust Company, as trustee, and The Bank of New York Trust Company, N.A., as custodian. (31) Rule 13a-14(d)/15d-14(d) Certification. (33) Reports on assessment of compliance with servicing criteria for asset-backed securities. Exhibit 33.1 Barclays Capital Real Estate Inc. d/b/a HomEq Servicing's Annual Report on Assessment of Compliance for Year End December 31, 2007. Exhibit 33.2 ZC Real Estate Tax Solutions Ltd's Annual Report on Assessment of Compliance for Year End December 31, 2007. Exhibit 33.3 ZC Sterling Insurance Agency Inc's Annual Report on Assessment of Compliance for Year End December 31, 2007. Exhibit 33.4 Deutsche Bank National Trust Company's Annual Report on Assessment of Compliance for Year End December 31, 2007. Exhibit 33.5 The Bank of New York Trust Company, N.A.'s Annual Report on Assessment of Compliance for Year End December 31, 2007. (34) Attestation reports on assessment of compliance with servicing criteria for asset-backed securities. Exhibit 34.1 Attestation Report on Assessment of Compliance with Servicing Criteria for Barclays Capital Real Estate Inc. d/b/a HomEq Servicing's Report (Exhibit 33.1) for Year End December 31, 2007. Exhibit 34.2 Attestation Report on Assessment of Compliance with Servicing Criteria for ZC Real Estate Tax Solutions Ltd's Report (Exhibit 33.2) for Year End December 31, 2007. Exhibit 34.3 Attestation Report on Assessment of Compliance with Servicing Criteria for ZC Sterling Insurance Agency Inc's Report (Exhibit 33.3) for Year End December 31, 2007. Exhibit 34.4 Attestation Report on Assessment of Compliance with Servicing Criteria for Deutsche Bank National Trust Company's Report (Exhibit 33.4) for Year End December 31, 2007. Exhibit 34.5 Attestation Report on Assessment of Compliance with Servicing Criteria for The Bank of New York Trust Company, N.A.'s Report (Exhibit 33.5) for Year End December 31, 2007. (35) Servicer compliance statement. Exhibit 35.1 Barclays Capital Real Estate Inc. d/b/a HomEq Servicing's Annual Statement of Compliance for Year End December 31, 2007. (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. By: BCAP LLC, (Depositor) By: /s/ Tom Hamilton Tom Hamilton President and Chief Executive Officer (Senior Officer in Charge of Securitization of the Depositor) Date: March 28, 2008 EXHIBIT INDEX Exhibit 4 was filed as part of the Registrant's Current Report on Form 8-K filed on July 19, 2007 (Commission File No. 333-140720-04) and is incorporated by reference herein. Exhibit 4 Pooling and Servicing Agreement, dated as of June 1, 2007, by and among BCAP LLC, as depositor, Barclays Capital Real Estate Inc. d/b/a HomEq Servicing, as servicer, Deutsche Bank National Trust Company, as trustee, and The Bank of New York Trust Company, N.A., as custodian. (31) Rule 13a-14(d)/15d-14(d) Certification. (33) Reports on assessment of compliance with servicing criteria for asset-backed securities. Exhibit 33.1 Barclays Capital Real Estate Inc. d/b/a HomEq Servicing's Annual Report on Assessment of Compliance for Year End December 31, 2007. Exhibit 33.2 ZC Real Estate Tax Solutions Ltd's Annual Report on Assessment of Compliance for Year End December 31, 2007. Exhibit 33.3 ZC Sterling Insurance Agency Inc's Annual Report on Assessment of Compliance for Year End December 31, 2007. Exhibit 33.4 Deutsche Bank National Trust Company's Annual Report on Assessment of Compliance for Year End December 31, 2007. Exhibit 33.5 The Bank of New York Trust Company, N.A.'s Annual Report on Assessment of Compliance for Year End December 31, 2007. (34) Attestation reports on assessment of compliance with servicing criteria for asset-backed securities. Exhibit 34.1 Attestation Report on Assessment of Compliance with Servicing Criteria for Barclays Capital Real Estate Inc. d/b/a HomEq Servicing's Report (Exhibit 33.1) for Year End December 31, 2007. Exhibit 34.2 Attestation Report on Assessment of Compliance with Servicing Criteria for ZC Real Estate Tax Solutions Ltd's Report (Exhibit 33.2) for Year End December 31, 2007. Exhibit 34.3 Attestation Report on Assessment of Compliance with Servicing Criteria for ZC Sterling Insurance Agency Inc's Report (Exhibit 33.3) for Year End December 31, 2007. Exhibit 34.4 Attestation Report on Assessment of Compliance with Servicing Criteria for Deutsche Bank National Trust Company's Report (Exhibit 33.4) for Year End December 31, 2007. Exhibit 34.5 Attestation Report on Assessment of Compliance with Servicing Criteria for The Bank of New York Trust Company, N.A.'s Report (Exhibit 33.5) for Year End December 31, 2007. (35) Servicer compliance statement. Exhibit 35.1 Barclays Capital Real Estate Inc. d/b/a HomEq Servicing's Annual Statement of Compliance for Year End December 31, 2007.