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Published on 2/16/2007 in the Prospect News Special Situations Daily.

C-BASS to acquire Fieldstone Investment for $5.53 per share

By Lisa Kerner

Charlotte, N.C., Feb. 16 - Credit-Based Asset Servicing and Securitization LLC (C-BASS) announced it entered into a definitive agreement to acquire all of the outstanding shares of Fieldstone Investment Corp. for $5.53 per share in cash.

The per share purchase price is subject to a $0.20 reduction if Fieldstone does not settle certain pending litigation prior to the merger, according to a company news release.

Fieldstone's board of directors approved the merger agreement and recommended that common shareholders also vote to approve the deal.

The transaction is expected to occur in the second quarter of 2007.

"We look forward to working with Fieldstone on enhancing their loan programs through our proprietary analytics and the skill of [C-BASS wholly owned subsidiary] Litton Loan Servicing," C-BASS chief executive officer John Draghi said in the release.

"We believe that Fieldstone's origination business will be stronger as a result of our affiliation, and we look forward to the opportunity to acquire a portion of Fieldstone's loans for the C-BASS portfolio on an ongoing basis."

C-BASS, a New York-based affiliate of MGIC and Radian Group Inc., specializes in credit-sensitive residential mortgage assets.

Fieldstone Investment owns and manages a portfolio of non-conforming mortgage loans originated primarily by its mortgage origination subsidiary, Fieldstone Mortgage Co.

Acquirer:Credit-Based Asset Servicing and Securitization LLC
Target:Fieldstone Investment Corp.
Payment per share:$5.53
Announcement date:Feb. 16
Transaction closing:Second quarter of 2007
Stock price for target:Nasdaq: FICC; $2.60 on Feb. 15

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