8-K 1 x35415k9e8vk.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): June 7, 2007 MERRILL LYNCH MORTGAGE INVESTORS TRUST, SERIES 2007-HE3 (Issuing Entity) MERRILL LYNCH MORTGAGE INVESTORS, INC. (Exact Name of Depositor as Specified in its Charter) MERRILL LYNCH MORTGAGE LENDING, INC. (Exact Name of Sponsor as Specified in its Charter) MERRILL LYNCH MORTGAGE INVESTORS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 333-140436 13-3416059 (State or Other Jurisdiction (Commission (I.R.S. Employer Of Incorporation) File Number) Identification No.)

250 Vesey Street 4 World Financial Center, 10th Floor New York, NY 10080 (Address of Principal Executive Offices) (Zip Code)

REGISTRANT'S TELEPHONE, INCLUDING AREA CODE: (212) 449-0357 No Change (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 8.01 Other Events. The Registrant registered issuances of Merrill Lynch Mortgage Investors, Inc. Mortgage Loan Asset-Backed Certificates on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Act"), by a Registration Statement on Form S-3 (Registration File No. 333- 140436) (the "Registration Statement"). Pursuant to the Registration Statement, the Registrant issued $630,134,100 in aggregate principal amount Class A-1, Class A-2, Class A-3, Class A-4, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2, Class B-3 and Class R Certificates of its Merrill Lynch Mortgage Investors Trust, Series 2007-HE3 Mortgage Loan Asset-Backed Certificates, on June 7, 2007. This Current Report on Form 8-K is being filed to satisfy an undertaking, contained in the definitive Prospectus dated May 15, 2007, as supplemented by the Prospectus Supplement dated June 6, 2007 (collectively, the "Prospectus Supplement"), to file a copy of the Pooling and Servicing Agreement (as defined below) executed in connection with the issuance of the Certificates (as defined below), a form of which was filed as an exhibit to the Registration Statement. The Certificates (as defined below) were issued pursuant to a Pooling and Servicing Agreement, attached hereto as Exhibit 4.1, dated as of May 1, 2007 (Pooling and Servicing Agreement), among Merrill Lynch Mortgage Investors, Inc., Wilshire Credit Corporation, and LaSalle Bank National Association. The "Certificates" consist of the following classes: Class A-1, Class A-2, Class A-3, Class A-4, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class B-1, Class B-2, Class B-3, Class C, Class P and Class R. The Certificates evidence all the beneficial ownership interest in a trust fund (the "Trust Fund") that consists primarily of a pool of sub-prime mortgage loans secured by first and second liens on residential properties (the "Mortgage Loans") with an aggregate outstanding principal balance of approximately $668,937,131 as of May 1, 2007. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Pooling and Servicing Agreement. ITEM 9.01. Financial Statements; Pro Forma Information and Exhibits. (a) Not applicable. (b) Not applicable. (c) Not applicable. (d) Exhibits: 4.1 Pooling and Servicing Agreement, dated as of May 1, 2007, among Merrill Lynch Mortgage Investors, Inc., Wilshire Credit Corporation and LaSalle Bank National Association. 99.1 Mortgage Loan Purchase Agreement, dated as of May 1, 2007, between Merrill Lynch Mortgage Lending Inc., as seller, and Merrill Lynch Mortgage Investors, Inc., as purchaser. 99.2 Mortgage Loan Sale and Assignment Agreement, dated as of May 1, 2007, between Merrill Lynch Mortgage Lending, Inc., as seller, and Merrill Lynch Mortgage Investors, Inc., as purchaser

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MERRILL LYNCH MORTGAGE INVESTORS, INC. By: /s/ Paul Park ------------------------------------ Name: Paul Park Title: Authorized Signatory Date: June 22, 2007 EXHIBIT INDEX

Exhibit No. Description Page No. ----------- ----------- 5-------- 4.1 ~~Opinion~~Pooling ofand ~~Dechert~~Servicing ~~LLP~~Agreement, dated as toof ~~legality~~May ~~(including~~1, ~~consent~~2007, ofamong ~~such~~Merrill ~~firm)~~Lynch Mortgage Investors, Inc., 8Wilshire Credit Corporation and LaSalle Bank National Association. 99.1 ~~Opinion~~Mortgage ofLoan ~~Dechert~~Purchase ~~LLP~~Agreement, dated as toof ~~certain~~May ~~tax~~1, ~~matters~~2007, ~~(including~~between ~~consent~~Merrill ofLynch ~~such~~Mortgage ~~firm~~Lending ~~included~~Inc., inas ~~Exhibit~~seller, 5and Merrill Lynch Mortgage Investors, Inc.1), as purchaser. 2399.12 ~~Consent~~Mortgage Loan Sale and Assignment Agreement, dated as of ~~Dechert~~May ~~LLP~~1, ~~(included~~2007, inbetween ~~Exhibit~~Merrill 5Lynch Mortgage Lending, Inc.1), as seller, and Merrill Lynch Mortgage Investors, Inc., as purchaser

Filing Compare · Merrill Lynch Mortgage Investors Trust, Series 2007-HE3