C-Bass, Fieldstone Investment Corporation To Amend Merger Agreement
Credit- Based Asset Servicing and Securitization LLC (C-BASS), the established leader in servicing and securitizing credit-sensitive residential mortgages, and an affiliate of MGIC (NYSE: MTG - News) and Radian Group Inc. (NYSE: RDN - News), and Fieldstone Investment Corporation (Nasdaq: FICC - News), a mortgage banking company that originates, sells, and invests primarily in non-conforming single-family residential mortgage loans, today announced that they have amended their previously announced merger agreement to reduce the per share purchase price to $4.00 per share. The reduction in purchase price reflects the cost to provide Fieldstone with needed additional liquidity, pending the closing of the merger. This additional liquidity will be provided through the sale to C-BASS, at Fieldstone’s option, of securities and mortgage loans owned by Fieldstone.
Michael J. Sonnenfeld, Fieldstone’s President and CEO, stated “The recent severe deterioration of the market for subprime loans has sharply reduced our liquidity and has required us to reduce our merger price in exchange for immediate added liquidity prior to completing our proposed merger with C-BASS.”
John Draghi, Chief Operating Officer at C-BASS, said “We are confident that this strategic acquisition will be a positive contributor to C-BASS over the long term.”
Completion of the merger remains contingent on various closing conditions, including regulatory approvals, certain consents of third parties and the approval of holders of a majority of Fieldstone’s outstanding common stock. Fieldstone’s stockholders will be asked to vote to approve the proposed transaction at a special meeting to be announced.
Fieldstone will file a Form 12b-25 notification of late filing with the Securities and Exchange Commission to receive a 15 day extension to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2006 to include a description of the terms of this amendment.
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