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

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The transaction, which was approved by Clayton's board of directors, issubject to shareholder and regulatory approvals and other customaryconditions. It is expected to close in the third quarter of 2008. Investmentfunds affiliated with TA Associates, which own approximately 37% of Clayton'soutstanding 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. Itprovides a significant premium to our shareholders during a period ofunprecedented difficulty and great uncertainty in the markets that we serve.For our clients and employees, the transaction will strengthen our balancesheet and allow us to continue to invest in European operations and in thedevelopment of products and services that will deliver the greatertransparency and predictive solutions that the market will require.'

Eugene A. Gorab, President and Chief Executive Officer at GreenfieldPartners, said: 'We are excited to have reached an agreement to acquireClayton. As a leader in credit risk and transaction management, the companyprovides a host of value-added services to leading capital markets firms,lending institutions, fixed income investors and loan servicers. The companyis well positioned to participate in the restructuring of the asset-backed andmortgage-backed securities markets.'

Advisors

Greenhill & Co., LLC and Skadden, Arps, Slate, Meagher & Flom LLP wereGreenfield's advisors in the transaction.