IN THE UNITED STATES COURT OF APPEALS FOR THE FIFTH CIRCUIT United States Court of Appeals Fifth Circuit

FILED No. 14-51055 August 10, 2015 Lyle W. Cayce Clerk FEDERAL DEPOSIT INSURANCE CORPORATION, as Receiver for Guaranty Bank,

Plaintiff - Appellant v. RBS SECURITIES INCORPORATED,

Defendant - Appellee ____________________________ Cons w/ 14-51066 FEDERAL DEPOSIT INSURANCE CORPORATION, as Receiver for Guaranty Bank,

Plaintiff - Appellant v. DEUTSCHE BANK SECURITIES, INCORPORATED; GOLDMAN SACHS & COMPANY,

Defendants - Appellees

Appeals from the United States District Court for the Western District of Texas Case: 14-51055 Document: 00513148005 Page: 2 Date Filed: 08/10/2015

No. 14-51055 Before KING, SMITH, and ELROD, Circuit Judges. KING, Circuit Judge: The Federal Deposit Insurance Corporation sued the Defendants– Appellees for securities fraud, alleging that they made false and misleading statements in selling and underwriting residential mortgage backed securities. While the FDIC filed its lawsuit within three years of its appointment as receiver, and therefore within the federal limitations period in the FDIC Extender Statute, 12 U.S.C. § 1821(d)(14), it filed suit more than five years after the securities at issue were sold, running afoul of the limitations period in the Texas Securities Act. Though the FDIC argued that the FDIC Extender Statute preempts the state law limitations period, the district court granted judgment on the pleadings in favor of the Appellees, holding that the FDIC Extender Statute preempts only state statutes of limitations, not state statutes of repose. That decision was error. For the reasons set out below, we conclude that the FDIC Extender Statute preempts all limitations periods, whether characterized as statutes of limitations or as statutes of repose. We therefore REVERSE the judgment of the district court, and REMAND this case for further proceedings. I. Prior to the 2008 global financial crisis, Guaranty Bank had invested approximately $2,100,000,000 in residential mortgage backed securities. Residential mortgage backed securities are packages of residential mortgages that are sold by the original lender to a trust. Along with the mortgages themselves, the trust receives the right to the monthly payments on those mortgages from the homeowners. Investors can then purchase a form of security, called a certificate, from the trust. The certificate gives the investor the right to a share of the monthly payments on the underlying mortgages; the investment also provides capital for the trust to purchase mortgages. 2 Case: 14-51055 Document: 00513148005 Page: 3 Date Filed: 08/10/2015

No. 14-51055 Guaranty purchased many of its residential mortgage backed securities from the Appellees. In 2004 and 2005, Guaranty invested approximately $250,000,000 in two AAA-rated residential mortgage backed securities underwritten and sold by Appellee RBS Securities, Inc.; $100,000,000 in a AAA-rated residential mortgage backed security underwritten and sold by Appellee Goldman, Sachs & Co.; and another $490,000,000 in three AAA-rated residential mortgage backed securities underwritten and sold by Appellee Deutsche Bank Securities, Inc. 1 On August 21, 2009, the Office of Thrift Supervision closed Guaranty Bank and the FDIC was appointed r