Deerfield Capital announces stockholder rights plan

By Lisa Kerner

Charlotte, N.C., March 11 - Deerfield Capital Corp.'s board of directors adopted a stockholder rights plan to dissuade investors from accumulating ownership in Deerfield Capital and triggering an ownership change under sections 382 and 383 of the Internal Revenue Code.

An ownership change would significantly limit Deerfield Capital's ability to use its previously accumulated net capital losses and net operating losses, the company said.

According to Deerfield Capital, an ownership change would generally occur if stockholders owning 5% or more of the company's stock increase their ownership of the company's outstanding shares by more than 50 percentage points over a specified period of time.

"The stockholder rights plan is not intended for defensive or anti-takeover purposes and we believe its implementation is in the best interests of all stockholders," chief executive officer Jonathan Trutter said in a company news release.

"We further believe that providing for the expiration of the rights plan upon the adoption of a charter amendment intended to preserve NCLs, NOLs or other tax attributes is in the best interest of our stockholders."

Under the plan, Deerfield Capital will distribute for each share of its stock held one right to purchase one one-thousandth of a share of a new series A junior participating preferred stock for $16.

Record date for the distribution is March 11.

The rights are triggered when any person or group acquires or announces a tender offer to acquire 4.9% or more of Deerfield Capital's outstanding common stock.

Shareholders currently owning 4.9% or more of the company's common stock will become an acquiring person if they purchase additional shares.

The rights will expire on March 10, 2019.

Deerfield Capital is a Rosemont, Ill.-based corporation with a portfolio composed primarily of fixed-income investments.

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