Clayton Holdings, Inc. To Be Acquired by Greenfield Partners for $6.00 Per Share in Cash

SHELTON, Conn. , April 14 /PRNewswire-FirstCall/ -- Clayton Holdings, Inc. (Nasdaq: CLAY), a leading due diligence and surveillance provider, announced today that it has entered into a definitive merger agreement under which an affiliate of a fund...


SHELTON, Conn. , April 14 /PRNewswire-FirstCall/ -- Clayton Holdings, Inc. (Nasdaq: CLAY), a leading due diligence and surveillance provider, announced today that it has entered into a definitive merger agreement under which an affiliate of a fund managed by Greenfield Partners, LLC, a private equity firm, will acquire all of the outstanding common shares of Clayton Holdings for $6.00 per share, or approximately $134 million, plus the repayment of $23.8 million of debt. The purchase price represents a premium of approximately 24% over Clayton's closing price on April 11, 2008 and a premium of approximately 33% over Clayton's average closing price during the 30 trading days ended April 11, 2008 .

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The transaction, which was approved by Clayton's board of directors, is subject to shareholder and regulatory approvals and other customary conditions. It is expected to close in the third quarter of 2008. Investment funds affiliated with TA Associates, which own approximately 37% of Clayton's outstanding common stock, have agreed to vote in favor of the transaction.

Frank Filipps , Chairman and Chief Executive Officer of Clayton Holdings, said: "This transaction benefits our shareholders, clients and employees. It provides a significant premium to our shareholders during a period of unprecedented difficulty and great uncertainty in the markets that 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."

Eugene A. Gorab , President and Chief Executive Officer at Greenfield Partners, said: "We are excited to have reached an agreement to acquire Clayton . As a leader in credit risk and transaction management, the company provides a host of value-added services to leading capital markets firms, 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."

Advisors

Greenhill & Co., LLC and Skadden, Arps, Slate, Meagher & Flom LLP were Greenfield's advisors in the transaction. Clayton's advisors were Banc of America Securities LLC and Goodwin Procter LLP.

About Greenfield Partners, LLC

Greenfield Partners, LLC ("Greenfield") is a private partnership that specializes in real estate and related investments on behalf of itself and a select group of private and institutional partners. Since inception in 1997, Greenfield has secured in excess of $3.5 billion in equity commitments to eight different investment funds and operates in both North America and abroad. The firm's most recent funds are Greenfield Acquisition Partners V and Greenfield Land Partners II, which have equity commitments of $1.0 billion and $400 million, respectively. Greenfield has offices in South Norwalk, Connecticut and Chicago, Illinois . Additional information is available at www.greenfieldpartners.com .

About Clayton Holdings, Inc.

Clayton Holdings, Inc., headquartered in Shelton, Connecticut , is an information and analytics company serving leading capital markets firms, lending institutions, fixed income investors and loan servicers with a full suite of information-based analytics, specialty consulting and outsourced services. Clayton's services include due diligence analytics, conduit support services, professional staffing, compliance products and services, credit risk management and surveillance and specialized loan servicing services. Additional information is available at www.clayton.com .

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