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Clayton sold to Private Equity Firm

Clayton Holdings, a due diligence and surveillance provider that has been adversely affected by the subprime mortgage debacle, has agreed to be purchased by Greenfield Partners for $6 per share, or approximately $134 million plus the repayment of $23.8 million of debt.

The purchase price represents a premium of 24% over Clayton's closing stock price on April 11, just before the deal was announced. It's also a premium of 33% over Clayton's average closing price during the 30 trading days that ended April 11.

The rich premium may be an indication that players in the market are regaining confidence in the future of the mortgage securitization business. Clayton also performs specialty subservicing.

Frank Filipps, chairman and CEO, said in announcing the deal the transaction will benefit shareholders, clients and employees.

"It provides a significant premium to our shareholders during a period of unprecedented difficulty and great uncertainty in the markets we serve. For our clients and employees, the transaction will strengthen our balance sheet and allow us to continue to invest in European operations and in the development of products and services that will deliver the greater transparency and predictive solutions that the market will require," Mr. Filipps said.

Eugene Gorab, president and CEO of Greenfield Partners, described Clayton as "a leader in credit risk and transaction management," noting that Clayton provides value-added services to the capital markets, lending institutions, fixed-income investors and loan servicers.

"The company is well positioned to participate in the restructuring of the asset-backed and mortgage-backed securities markets," Mr. Gorab said.

Greenhill & Co. and Skadden Arps advised Greenfield on the transaction. Clayton was advised by Banc of America Securities and Goodwin Procter.

Greenfield Partners is a private partnership that specializes in real estate and related investments. Since its inception in 1997, Greenfield has secured in excess of $3.5 billion in equity commitments to eight different investment funds. (c) 2008 Mortgage Servicing News and SourceMedia, Inc. All Rights Reserved. http://www.mortgageservicingnews.com/ http://www.sourcemedia.com/

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