RANCHO SANTA FE, Calif. — White River Capital and its wholly-owned subsidiary Coastal
Credit — a specialized auto finance company founded back in 1987 — are being
merged with a California-based private equity firm.

Officials announced this week that Boston-based White River
and Parthenon Capital Partners out of San Francisco signed a definitive merger
agreement. The deal is pursuant to which an affiliate of Parthenon will make
the acquisition in a merger transaction between the Parthenon affiliate and
White River.

Under the terms of the merger agreement an affiliate of
Parthenon, in which Parthenon's partner, OP Trust, is an investor, will acquire
all of the outstanding shares of White River common stock in an all-cash
transaction for an aggregate deal value of approximately $79.5 million or
$21.93 for each share of White River common stock.

White River is the holding company for Coastal Credit, which
is headquartered in Virginia Beach, Va. Coastal Credit is engaged in acquiring
subprime auto receivables from both franchised and independent dealers that
have entered into contracts with purchasers of typically used, but some new
vehicles. Coastal Credit then services the receivables it acquires.

Coastal Credit started its operations in Virginia back in
1987 and conducts business in 27 states — Alaska, California, Colorado,
Delaware, Florida, Georgia, Hawaii, Illinois, Indiana, Kansas, Kentucky,
Louisiana, Maryland, Mississippi, Missouri, Nevada, New Mexico, North Carolina,
Ohio, Oklahoma, Pennsylvania, South Carolina, Tennessee, Texas, Utah, Virginia
and Washington — through its 14 branch locations.

White River chairman and chief executive officer John Eggemeyer
said, "Bill McKnight has done an incredible job building Coastal Credit into
one of the leading subprime auto finance companies today.

"We are pleased that we have been able to enter into an
agreement that is good for our shareholders while at the same time being
positive for our employees and customers," Eggemeyer continued.

McKnight, who is Coastal Credit's CEO, added, "We are very
excited to be partnering with Parthenon, a firm with an outstanding reputation,
valuable industry insight and capital that will enhance our ability to grow the
business."

Brian Golson, managing partner at Parthenon described how
the firm arrived at this deal with White River and Coastal Credit.

"After 10 years of effort in the industry and an intense
three-year search for the right partnership in the sub-prime auto finance
sector, we're thrilled to partner with Bill McKnight and the Coastal Credit
executive team to aggressively grow the company," Golson said. "Coastal is
poised to build upon its leadership position in the auto finance marketplace."

Andrew Dodson, a partner at Parthenon, noted, "We are impressed
with the team at Coastal Credit and their remarkable 25 year track record of
excellence. We look forward to assisting the company as it continues to build
its franchise nationally."

More Details on Merger Agreement

Officials said the merger agreement contains customary representations,
warranties and covenants for a transaction of this type, including the White
River's agreement to conduct its business in the ordinary course prior to the
closing of the merger.

"Each party's obligation to consummate the merger is subject
to various customary closing conditions, including the approval of White
River's shareholders, the expiration or termination of applicable waiting
periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and approval by certain state regulatory authorities," officials said.

In addition, the merger agreement provides a limited right
of White River's board of directors to terminate the agreement under certain
circumstances in order to satisfy its fiduciary duties consistent with
applicable law (subject to the payment of a termination fee to Parthenon).

The merger consideration is subject to adjustment up or down
as provided in the merger agreement, within a range of $2 million in either
direction to take account of the Company's operations between signing and
closing and certain estimated transaction expenses.

As a result of covenants in the merger agreement governing
White River's and Coastal Credit's pre-closing activities, White River said it will
not be declaring any dividends going forward until further notice.

The parties anticipate closing the merger as soon as
practicable after receiving the approval of White River's shareholders and the
satisfaction or waiver of the other closing conditions.

White River expects to hold a special meeting of its
shareholders to consider and act upon the proposed transaction as promptly as
practicable. Officials said details regarding the record date for, and date,
time and place of, the special meeting will be released when finalized.

In anticipation of the shareholders meeting, White River
will mail to its shareholders a notice of the meeting and a proxy statement
relating to the transaction and the vote to be taken at the meeting.

"Shareholders are urged to carefully read the proxy
statement and any other documents accompanying it in their entirety because
they will contain important information about the company and the proposed
merger," officials said.

Milestone Advisors acted as financial adviser to White River
Capital, and Barnes & Thornburg acted as legal advisor. Kirkland &
Ellis acted as legal advisor to Parthenon Capital Partners.


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