Cecelia Philipps Horner

Cecelia focuses on the income tax aspects of domestic and international secured financing, loan and other asset acquisitions, investment funds, derivatives, restructurings and workouts, and related financial products and transactions.

Cecelia is co-head of the firm’s Tax and ERISA practice.  She represents a wide variety of clients concerning federal and international tax issues in private and public securitized REMIC, debt and grantor trust offerings, in connection with a wide variety of assets including real estate, mortgage loans and online marketplace loans. She also represents various financial institutions, specialty finance companies, hedge funds and private equity funds regarding federal and international income taxation with a particular focus on issues regarding real estate assets, mortgage loans and online marketplace loans, distressed assets, fund formation and choice of entity, US trade or business, FIRPTA, US withholding, and PFIC and CFC status.

Relevant Experience

• Served as issuer’s and initial purchaser’s counsel to J.P. Morgan Mortgage Acquisition Corp. and J.P. Morgan Securities LLC (together, “J.P. Morgan”) in connection with the development and execution of a securitization program involving the issuance of $186.4 million in securities backed by a fixed pool of participation interests in home equity lines of credit (HELOCs) originated by third parties.
• Represent various parties in connection with the federal tax aspects of purchases, sales, financing, and securitizations of forward and reverse performing, reperforming and nonperforming mortgage loans, REO, online marketplace loans, auto loans, credit card receivables, student loans, servicing rights, excess servicing strips and other financial assets, including through bespoke structures.
• Tax structuring and evaluation of collateralized loan obligation transactions, collateralized debt obligation transactions, synthetic and hybrid securitization transactions, and resecuritization transactions and representation of parties related to these transactions.
• Represent clients regarding the federal income tax aspects of derivative transactions including total rate of return swaps, credit default swaps, options and forward contracts.
• Represent clients concerning the federal tax aspects of debt workouts and restructurings and the wind-down of securitization entities.
• Represent servicers, underwriters and investors in connection with servicing advance facility financings.
• Represent REIT clients in connection with securitized debt transactions.