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Firm Represents Lead Investors in Private Placement by Thornburg Mortgage

04.07.08

STB is representing MatlinPatterson Global Opportunities Partners III, L.P. and affiliates as the lead investors in the recently completed private placement by Thornburg Mortgage, Inc. of $1.35 billion principal amount of its senior subordinated secured notes, warrants to purchase 39.6% of its common stock outstanding on a fully diluted basis, and a principal participation in certain of its mortgage related assets. Thornburg received $1.15 billion of proceeds on March 31, 2008 and will receive another $200 million deposited in escrow upon the successful completion of an offer to exchange cash and additional common stock warrants for its outstanding preferred stock. Upon shareholder approval of an increase in the number of authorized shares of Thornburg common stock, the investors will receive additional warrants constituting 87-90% (depending on the outcome of the exchange offer) of Thornburg's common stock then outstanding on a fully diluted basis. The investors are required to exercise their warrants after April 11, 2008. MatlinPatterson has the right to designate 3 of Thornburg's 10 directors and certain other investors may designate 2 of the 10 directors.

The STB team representing MatlinPatterson includes Marcy Geller, Peter Gordon, Michael Nathan, Lesley Peng, Mark Thompson, Erik Hepler, Michael Naughton, Daniel Holzer, Bryan Yoon, Jeremy Friedman, Sima Gandhi, Elsa Wang, Won Sun Jung and Ash Tehrani.