Origen Financial Announces Agreement To Sell Substantially All Its Assets To GoldenTree And Intent To Dissolve And Liquidate

SOUTHFIELD, Mich., Sept. 9, 2014 /PRNewswire/ -- Origen Financial, Inc. (Pink Sheets: ORGN), a real estate investment trust that manages residual interests in securitized manufactured housing loan portfolios, today announced that it has entered into an agreement with an affiliate of GoldenTree Asset Management LP for the sale of substantially all of Origen's assets for a purchase price of $47 million, in addition to the assumption of Origen's securitization financing, subject to certain adjustments. Contingent upon closing of the sale, Origen intends to dissolve and liquidate.

Completion of the sale and subsequent dissolution is conditioned upon approval by Origen's stockholders, receipt of certain third-party consents, and closing conditions customary for transactions of this type. Origen plans to seek stockholder approval of the proposed sale and subsequent dissolution at a special meeting of stockholders to be held in October. More complete information regarding the transaction will be distributed to Origen stockholders in materials for the special meeting.

If the sale is completed, Origen will distribute to its stockholders the proceeds of the sale, net of transaction expenses, estimated liquidation expenses and estimated reserves for liabilities and contingencies. Origen currently estimates the amount of that distribution will be approximately $1.77 per common share. The per share estimate is subject to change for unforeseen expenses and contingencies and will be reduced to the extent Origen makes any distributions or dividends on its common stock prior to closing the transaction. To the extent that there is cash available after winding up Origen's business, Origen would make an additional distribution to stockholders, although any such distribution is not expected to be substantial.

Ronald A. Klein, Origen's Chief Executive Officer, stated, "We believe that this sale to GoldenTree is the best way to capitalize on the current value of our assets for Origen's stockholders. As we previously disclosed in our June 18, 2014 press release and elsewhere, there are many risks inherent in continuing to hold the residual interests in our seven securitized loan portfolios. The value of our residuals may decrease if interest rates rise or delinquencies and defaults in the securitized pools increase. In addition, the loans in the securitized pools are subject to certain redemption rights beginning in late 2015 and the value of the residuals may be diminished or wiped out if the servicer of the loans or Origen do not or cannot exercise the redemption rights. Our general and administrative expenses as a percentage of our revenues also will continue to grow as the securitized loans are paid down. Our board determined that the GoldenTree transaction, which we expect will result in distributions to our stockholders that represent a premium over the recent trading price of our common stock, was the best way to deliver value to our stockholders."

Hentschel & Company is acting as Origen's financial advisor and has issued a fairness opinion to Origen in connection with the transaction.

About Origen Financial, Inc.

Origen is an internally managed and internally advised company that has elected to be taxed as a real estate investment trust. Origen is based in Southfield, Michigan.

For more information about Origen, please visit www.origenfinancial.com.

About GoldenTree Asset Management LP

GoldenTree Asset Management LP is an asset management company specializing in corporate and structured credit markets. GoldenTree is one of the largest independent asset managers specializing in corporate and structured credit, with primary offices in New York and London. GoldenTree manages approximately $21 billion in assets across a variety of absolute return, long only and opportunistic strategies. GoldenTree has over 190 employees including more than 40 investment professionals. The firm is 100% employee owned.

For more information about GoldenTree, please visit www.goldentree.com.

Forward-Looking Statements

This press release contains various "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, and Origen intends that such forward-looking statements will be subject to the safe harbors created thereby. The words "will," "may," "could," "expect," "anticipate," "believes," "intends," "should," "plans," "estimates," "approximate" and similar expressions identify these forward-looking statements. These forward-looking statements reflect Origen's current views with respect to future events and financial performance, but involve known and unknown risks and uncertainties, both general and specific to the matters discussed in this press release. These risks and uncertainties may cause Origen's actual results to be materially different from any future results expressed or implied by such forward-looking statements. Such risks and uncertainties include, among others, the foregoing assumptions, the fact that Origen cannot predict whether the sale transaction will be consummated or whether stockholders will approve the sale or the subsequent dissolution.  The forward-looking statements contained in this press release speak only as of the date hereof and Origen expressly disclaims any obligation to provide public updates, revisions or amendments to any forward- looking statements made herein to reflect changes in Origen's expectations or future events.

SOURCE Origen Financial, Inc.