Prepared By R.R. Donnelley Financial -- Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): 04/12/2007

FIELDSTONE INVESTMENT CORPORATION

(Exact name of registrant as specified in its charter)

Commission File Number: 000-50938

Maryland		74-2874689
(State or other jurisdiction of		(IRS Employer
incorporation)		Identification No.)

11000 Broken Land Parkway, Columbia, Maryland 21044

(Address of principal executive offices, including zip code)

(410) 772-7200

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Information to be included in the report

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On April 12, 2007, Fieldstone Mortgage Investment Corporation, a wholly owned subsidiary of Fieldstone Investment Corporation (the "Company"), closed a securitization and the related offering of approximately $358 million of notes by Fieldstone Mortgage Investment Trust, Series 2007-1 (the "Trust"). The securitization involved the issuance of four classes of senior notes and ten classes of subordinated notes. The securitization is structured as an on-balance sheet financing. The notes are treated as debt for both tax and financial reporting purposes. All of the notes represent obligations of the Trust.

The securitization features credit enhancement in the form of excess interest (including net swap receipts received from the swap counterparty under an interest rate swap agreement), overcollateralization, subordination and limited cross-collateralization. The initial level of overcollateralization for the notes is approximately $14.9 million, or approximately 4.0% of the aggregate balance of the mortga ge loans on April 1, 2007. In addition, the Company has made certain representations and warranties concerning the mortgage loans securing the notes. In the event of a breach of a representation or warranty with respect to a mortgage loan, the Company may be required either to repurchase such mortgage loan from the Trust or, under certain circumstances, to substitute a mortgage loan having characteristics substantially similar to the mortgage loan subject to the breach of the representation or warranty.

A copy of the press release announcing this securitization transaction is included as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 Press release dated April 12, 2007 announcing closing of $358 million asset-backed securitization.

Signature(s)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		FIELDSTONE INVESTMENT CORPORATION


Date: April 18, 2007	By:	/s/ Michael J. Sonnenfeld
		Michael J. Sonnenfeld
		President and Chief Executive Officer

Exhibit Index

Exhibit No.		Description
EX-99.1		Press release dated April 12, 2007 announcing closing of $358 million asset-backed securitization.

EX-99.1 2 rrd154911_19550.htm PRESS RELEASE DATED APRIL 12, 2007 ANNOUNCING CLOSING OF $358 MILLION ASSET-BACKED SECURITIZATION. Exhibit 99.1

FOR IMMEDIATE RELEASE:

CONTACT:
Mark C. Krebs
Director of Investor Relations
Tel: 410-772-5160
Toll-Free: 866-438-1088
Investors@FieldstoneInvestment.com

Exhibit 99.1

FIELDSTONE INVESTMENT CORPORATION
11000 Broken Land Parkway
Columbia, Maryland 21044
www.FieldstoneInvestment.com

Fieldstone Investment Corporation
Closes $358 Million Asset-Backed Securitization

COLUMBIA, MARYLAND, April 12, 2007 - Fieldstone Investment Corporation (Nasdaq: FICC) announced today the securitization by its affiliate, Fieldstone Mortgage Investment Corporation (FMIC), and the related offering of approximately $358 million of notes by Fieldstone Mortgage Investment Trust, Series 2007-1. The assets of the trust include two groups of conventional, adjustable rate and fixed-rate mortgage loans secured by first and second liens on residential properties that were originated by Fieldstone Mortgage Company, Fieldstone Investment Corporation's mortgage origination subsidiary.

Lead underwriter for the transaction is Credit Suisse Securities (USA) LLC, with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Lehman Brothers Inc., and J.P. Morgan Securities, Inc. as co-underwriters.

The securitization involved the issuance of four classes of senior notes and ten classes of subordinated notes offered pursuant to the prospectus supplement and accompanying prospectus. Below is a summary of the notes:

	CLASS			RATING
	PRINCIPAL	EXPECTED
CLASS	AMOUNT	INTEREST RATE		MOODY'S	S&P

1-A	$124,711,000	1 MO LIBOR + 0.2575%		Aaa	AAA
2-A1	$92,056,000	1 MO LIBOR + 0.110%		Aaa	AAA
2-A2	$50,000,000	1 MO LIBOR + 0.270%		Aaa	AAA
2-A3	$20,763,000	1 MO LIBOR + 0.340%		Aaa	AAA
M1	$13,434,000	1 MO LIBOR + 0.390%		Aa1	AA+
M2	$12,128,000	1 MO LIBOR + 0.450%		Aa2	AA
M3	$7,650,000	1 MO LIBOR + 0.550%		Aa3	AA
M4	$6,717,000	1 MO LIBOR + 0.900%		A1	A+
M5	$6,158,000	1 MO LIBOR + 1.000%		A2	A+
M6	$5,597,000	1 MO LIBOR + 1.500%		A3	A
M7	$5,785,000	1 MO LIBOR + 2.250%		Baa1	A-
M8	$5,224,000	1 MO LIBOR + 2.250%		Baa2	BBB+
M9	$3,918,000	1 MO LIBOR + 2.250%		Baa3	BBB-
M10	$4,105,000		7.00% Fixed	Not Rated	BBB-

TOTAL	$358,246,000

The securitization is structured as an on-balance sheet financing. All of the notes represent obligations of Fieldstone Mortgage Investment Trust, Series 2007-1, a Delaware statutory trust. Fieldstone will use substantially all of the net proceeds from the securitization to relieve outstanding financing obligations secured by the mortgage loans.

Copies of the prospectus supplement and accompanying prospectus relating to the notes may be obtained from FMIC by contacting 866-365-FMIC (3642).

About Fieldstone Investment Corporation

Fieldstone Investment Corporation owns and manages a portfolio of non-conforming mortgage loans originated primarily by its mortgage origination subsidiary, Fieldstone Mortgage Company, and has elected to be a real estate investment trust for federal income tax purposes. Founded in 1995, Fieldstone Mortgage Company is a nationwide residential mortgage banking company that originates non-conforming and conforming residential mortgage loans through independent mortgage brokers serviced by wholesale operations centers and a network of retail branch offices located throughout the country. Fieldstone is headquartered in Columbia, Maryland.

About Fieldstone Mortgage Investment Corporation

Fieldstone Mortgage Investment Corporation (FMIC) is a Maryland corporation and a wholly-owned, limited-purpose financing subsidiary of Fieldstone Investment Corporation. FMIC was formed solely for the purposes of facilitating the financing and sale of mortgage loans and mortgage-related assets.

Information Regarding Forward-Looking Statements

Certain matters discussed in this press release may constitute "forward-looking statements" within the meaning of the federal securities laws. These statements are being made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Actual results and the timing of certain events may differ materially from those indicated by such forward-looking statements due to a variety of risks and uncertainties, many of which are beyond Fieldstone's ability to control or predict, including but not limited to (i) Fieldstone's ability to implement or change aspects of its portfolio strategy; (ii) interest rate volatility and the level of interest rates generally; (iii) the sustainability of loan origination volumes and levels of origination costs; (iv) compliance with the covenants in Fieldstone's credit and repurchase facilities and continued availability of credit facilities for the liquidity it needs to support its origination of mortgage loans; (v) the ability t o sell or securitize mortgage loans on favorable economic terms; (vi) deterioration in the credit quality of Fieldstone's loan portfolio; (vii) the nature and amount of competition; (viii) deterioration in the performance of Fieldstone's loans sold and the related repurchase activity; (ix) the impact of changes to the fair value of Fieldstone's interest rate swaps on its net income, which will vary based upon changes in interest rates and could cause net income to vary significantly from quarter to quarter; and (x) other risks and uncertainties outlined in Fieldstone Investment Corporation's periodic reports filed with the Securities and Exchange Commission. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are qualified by the cautionary statements in this section. We undertake no obligation to update or publicly release any revisions to forward-looking statements to reflect events, circumstances or changes in expectations after the date of thi s press release.

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