Aether Holdings acquired UCC Capital Corp., which provides structured finance solutions to intellectual property focused firms. The purchase, which was completed on Tuesday last week, will provide Aether with an IP centric company acquisition platform. Robert D'Loren, who was previously UCC's president and CEO, has been named as Aether's new CEO and has been appointed to the Board of Directors. David Oros will continue as chairman.

D'Loren said the merged company will fund its operations through partnerships or directly. Although it plans to retain its MBS, it does not expect to tap the ABS market very often. He said that through Aether, UCC would be able to shift its focus from the bond markets to acquiring consumer branded and franchising firms. "This is part of the evolution of UCC," D'Loren. "I've been doing this for some time and have seen the market's tremendous growth. There's no shortage of deal flow and we have a lot of things we are currently exploring."

Under the purchase's terms, Aether has bought all of UCC Capital's outstanding equity as well as several affiliated firms for 2.5 million shares of Aether common stock. Aether also said that it will pay up to another 2.5 million shares, and up to $10 million in cash, if the new business achieves specified financial targets and the price of Aether's common stock goes over specified levels within five years. Additionally, D'Loren has entered into a long-term employment arrangement with Aether that includes a combination of cash and equity bonus opportunities and a package of stock options and warrants.

It will decide on the future of this business based upon the outlook on MBS market conditions and the progress of its new IP strategy. The UCC acquisition will not require the firm to sell any existing MBS investments.

The firm will move its headquarters to New York City where UCC is currently based.

(c) 2006 Asset Securitization Report and SourceMedia, Inc. All Rights Reserved.

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