Deerfield Capital Corp. Working to Restore Compliance With NYSE Listing Standards

CHICAGO, June 23 /PRNewswire-FirstCall/ — Deerfield Capital Corp.
(NYSE: DFR), or the Company, today announced that, on June 17, 2008, the
Company was notified by the New York Stock Exchange, or the NYSE, that it
was not in compliance with an NYSE continued listing standard applicable to
its common stock. The standard requires that the average closing price of
any listed security not fall below $1.00 per share for any consecutive 30
trading-day period.

Under NYSE rules, the Company has ten business days, or until July 1,
2008, to notify the NYSE of its intent to cure this deficiency. On June 20,
2008, the Company notified the NYSE of its intent to cure this deficiency.
Under NYSE rules, the Company has six months from the date of the NYSE
notice to do so. If the Company is not compliant by that date, its common
stock will be subject to suspension and delisting by the NYSE.

The Company is currently exploring alternatives for curing the
deficiency and restoring compliance with the continued listing standards.
The Company’s common stock remains listed on the NYSE under the symbol DFR,
but will be assigned a “.BC” indicator by the NYSE to signify that the
Company is not currently in compliance with the NYSE’s continued listing
standards.

About the Company

Deerfield Capital Corp. is a real estate investment trust, or REIT,
with a portfolio comprised primarily of fixed income investments, including
U.S. government securities, corporate debt, residential mortgage backed
securities and related hedges. In addition, through its subsidiary,
Deerfield Capital Management LLC, it manages assets for third party
clients, including government securities, corporate debt, residential
mortgage backed securities and asset-backed securities.

For more information, please go to the company website at
http://www.deerfieldcapital.com

NOTES TO PRESS RELEASE

Certain statements in this press are forward-looking as defined by the
Private Securities Litigation Reform Act of 1995. These include statements
as to such things as the intent of Deerfield Capital Corp. (DFR) to restore
compliance with the New York Stock Exchange (NYSE) continued listing
standards and any other statements regarding future results or
expectations. Forward- looking statements can be identified by forward
looking language, including words such as “believes,” “anticipates,”
“expects,” “estimates,” “intends,” “may,” “plans,” “projects,” “will” and
similar expressions, or the negative of these words. Such forward-looking
statements are based on facts and conditions as they exist at the time such
statements are made. Forward- looking statements are also based on
predictions as to future facts and conditions the accurate prediction of
which may be difficult and involve the assessment of events beyond DFR’s
control. The forward-looking statements are further based on various
operating assumptions. Caution must be exercised in relying on
forward-looking statements. Due to known and unknown risks, actual results
may differ materially from expectations or projections. DFR does not
undertake any obligation to update any forward-looking statement, whether
written or oral, relating to matters discussed in this press release,
except as may be required by applicable securities laws.

The following factors, among others, could cause actual results to
differ materially from those described in the forward-looking statements:



Relating to our business generally:

* DFR’s current noncompliance with the continued listing standards of
the NYSE and the potential that DFR may be unable able to restore
its compliance with those listing standards, its common stock may be
suspended or delisted and it may be unable to obtain an alternative
listing for its common stock;
* actual financial results may differ from any projections or
estimates;
* effects of the current dislocation in the subprime mortgage sector
and the weakness in the mortgage market and credit markets
generally;
* rapid changes in market value of and/or sales of residential
mortgage-backed securities (RMBS) and other assets, making it
difficult for us to maintain our real estate investment trust (REIT)
qualification or our current or any alternative exemption from the
Investment Company Act of 1940, as amended (1940 Act);
* failure to comply with covenants contained in the agreements
governing our indebtedness;
* limitations and restrictions contained in instruments and agreements
governing indebtedness;
* ability to maintain adequate liquidity, including ability to raise
additional capital and secure additional financing;
* changes in the general economy or debt markets in which we invest;
* increases in borrowing costs relative to interest received on
assets;
* the costs and effects of the current Securities and Exchange
Commission (SEC) investigation into certain mortgage securities
trading procedures in connection with which the SEC has requested
information from DFR and Deerfield Capital Management LLC (DCM)
regarding certain mortgage securities trades of ours;
* changes in investment strategy;
* ability to continue to issue collateralized debt obligation (CDO)
vehicles, which can provide us with attractive financing for debt
securities investments;
* effects of CDO financings on cash flows;
* loss of key personnel, most of whom are not bound by employment
agreements;
* adverse changes in accounting principles, tax law, or
legal/regulatory requirements;
* changes in REIT qualification requirements, making it difficult for
us to conduct our investment strategy, and failure to maintain our
qualification as a REIT;
* failure to comply with applicable laws and regulations;
* liability resulting from actual or potential future litigation;
* the costs, uncertainties and other effects of legal and
administrative proceedings;
* the impact of competition; and
* actions of domestic and foreign governments and the effect of war or
terrorist activity.


Relating to the DFR investment portfolio:

* impact of DFR’s changes in its strategy surrounding the composition
of its investment portfolio;
* widening of mortgage spreads relative to swaps or treasuries leading
to a decrease in the value of DFR’s mortgage portfolio resulting in
higher counterparty margin calls and decreased liquidity;
* effects of leverage and indebtedness on portfolio performance;
* effects of defaults or terminations under repurchase transactions,
interest rate swaps and long-term debt obligations;
* higher or lower than expected prepayment rates on the mortgages
underlying DFR’s RMBS portfolio;
* illiquid nature of certain of the assets in DFR’s investment
portfolio;
* increased rates of default on DFR’s investment portfolio (which risk
rises as the portfolio seasons) and decreased recovery rates on
defaulted loans;
* DFR’s inability to obtain favorable interest rates, margin or other
terms on the financing that is needed to leverage DFR’s RMBS and
other positions;
* flattening or inversion of the yield curve (short term interest
rates increasing at a greater rate than longer term rates), reducing
DFR’s net interest income on its financed mortgage securities
positions;
* DFR’s inability to adequately hedge its holdings sensitive to
changes in interest rates;
* narrowing of credit spreads, thus decreasing DFR’s net interest
income on future credit investments (such as bank loans);
* concentration of investment portfolio in adjustable-rate RMBS;
* effects of investing in equity and mezzanine securities of CDOs; and
* effects of investing in the debt of middle market companies.


Relating to the business of Deerfield & Company LLC (Deerfield) and DCM:

* significant reductions in DCM’s assets under management, (AUM) which
would reduce DCM’s advisory fee revenue, due to such factors as weak
investment performance, substantial illiquidity or price volatility
in the fixed income instruments DCM trades, loss of key portfolio
management or other personnel (or lack of availability of additional
key personnel if needed for expansion), reduced investor demand for
the types of investment products DCM offers or loss of investor
confidence due to weak investment performance, volatility of returns
and adverse publicity;
* significant reductions in DCM’s AUM resulting from redemption of
investment fund investments by investors therein or withdrawal of
money from separately managed accounts;
* significant reductions in DCM’s investment advisory fee and/or AUM
resulting from the failure to satisfy certain structural protections
and/or the triggering of events of default contained in the
indentures governing the CDOs;
* non-renewal or early termination of investment management agreements
or removal of DCM as investment manager pursuant to the terms of
such investment management agreements;
* pricing pressure on the advisory fees that DCM can charge for its
investment advisory services;
* difficulty in increasing AUM, or efficiently managing existing
assets, due to market-related constraints on trading capacity,
inability to hire the necessary additional personnel or lack of
potentially profitable trading opportunities;
* the reduction in DCM’s CDO management fees or AUM resulting from
payment defaults by issuers of the underlying collateral, downgrades
of the underlying collateral or depressed market values of the
underlying collateral, all of which may contribute to the triggering
of certain structural protections built into CDOs;
* changes in CDO asset and liability spreads making it difficult or
impossible for DCM to launch new CDOs;
* DCM’s dependence on third party distribution channels to market its
CDOs;
* liability relating to DCM’s failure to comply with investment
guidelines set by its clients or the provisions of the management
and other agreements; and
* changes in laws, regulations or government policies affecting DCM’s
business, including investment management regulations and accounting
standards.


Relating to the Merger:

* DFR’s ability to integrate the businesses of DFR and DCM
successfully and the amount of time and expense to be spent and
incurred in connection with the integration;
* the ability to realize the economic benefits that DFR anticipates as
a result of the Merger;
* failure to uncover all risks and liabilities associated with
acquiring DCM;
* federal income tax liability as a result of owning Deerfield through
taxable REIT subsidiaries, or TRSs, and the effect of DFR’s
acquisition of Deerfield on DFR’s ability to continue to qualify as
a REIT;
* the impact of owning Deerfield on DFR’s ability to rely on an
exemption from registration under the 1940 Act;
* the limitations or restrictions imposed on DCM’s investment
management services as a result of DFR’s ownership of DCM;
* the impact of approximately $74 million of two series of senior
secured notes issued as partial consideration for the Merger and
DFR’s guarantee of those notes, including the impact of DFR’s
guarantee of those notes on DFR’s liquidity, ability to raise
additional capital and financial condition;
* the continuing impact of 14,999,992 shares of Series A Preferred
Stock issued in connection with the Merger, including its conversion
into common stock approved by DFR’s stockholders, which includes
dilution of the ownership of DFR’s common stock and may reduce its
market price; and
* the impact of owning DCM on DFR’s ability to implement certain
alternative organizational structures.

These and other factors that could cause DFR’s actual results to differ
materially from those described in the forward-looking statements are set
forth in DFR’s annual report on Form 10-K, as amended, for the year ended
December 31, 2007, DFR’s quarterly report on Form 10-Q for the quarter
ended March 31, 2008 and DFR’s other public filings with the SEC and public
statements by DFR. Readers of this press release are cautioned to consider
these risks and uncertainties and not to place undue reliance on any
forward- looking statements.



See Also:

[Via Real Estate Newswire]

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