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Published on 3/19/2007 in the Prospect News Special Situations Daily.

C-BASS, Fieldstone Investment amend merger agreement, reduce price to $4.00 per share

By Lisa Kerner

Charlotte, N.C., March 19 - Credit-Based Asset Servicing and Securitization LLC (C-BASS) amended its Feb. 16 definitive agreement to acquire all of the outstanding shares of Fieldstone Investment Corp. to $4.00, from $5.53, per share in cash.

The reduction reflects the cost to provide Fieldstone with needed additional liquidity, pending the closing of the merger, according to a company news release.

"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," Fieldstone president and chief executive officer Michael J. Sonnenfield said in the release.

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

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:$4.00, reduced from $5.53
Announcement date:Feb. 16
Transaction closing:Second quarter of 2007
Stock price for target:Nasdaq: FICC; $4.10 on March 16

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