SEC Comment Letter for Ready Capital Corp (RC, RCD, RC-PC, RC-PE) (CIK 0001527590) (RC) — Jan 8, 2013
Ready Capital Corp (RC, RCD, RC-PC, RC-PE) (CIK 0001527590)
Date: Jan. 8, 2013 · CIK: 0001527590 · Accession: 0000000000-13-001097
AI Filing Summary & Sentiment
Reasoning
Referenced dates: December 17, 2012
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE January 7, 2013 Via Email Michael Szymanski Chief Executive Officer ZAIS Financial Corp. Two Bridge Ave., Ste. 322 Red Bank, NJ 07701
Re: ZAIS Financial Corp. Amendment No. 1 to Confidential Draft Registration Statement on Form S -11 Submitted December 21, 2012 CIK No. 00015275 90
Dear Mr. Szymanski :
We have reviewed your confidential draft registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by providing the requested information and either submitting an amended confidential draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to th ese comments and your amended confidential draft registration statement or filed registration statement, we may have additional comments.
General
1. We have reviewed your response to comment 4 of our letter dated December 17, 2012. Please note that we may have further comment once the offering range and aggregate offering price has been included in the registration statement.
Performance of ZAIS RMBS and Whole Loan Funds, page 151
2. Please revise to disclose the leverage used by each program listed in this section.
Michael Szymanski, Chief Executive Officer ZAIS Financial Corp. January 7, 2013 Page 2
If you intend to respond to these comments with an amended draft registration statement, please submit it and any associated correspondence in accordance with the guidance we provide in the Division’s October 11, 2012 announcement on the SEC w ebsite at http://www.sec.gov/divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm.
Please keep in mind that we may publicly post filing review correspondence in accordance with our December 1, 2011 policy ( http://www.sec.gov/divisions/corpfin/ cfannouncements/edgarcorrespondence.htm). If you intend to use Rule 83 (17 CFR 200.83) to request confidential treatment of information in the correspondence you submit on EDGAR, please properly mark that information in each of your confidential submissio ns to us so we do not repeat or refer to that information in our comment letters to you.
You may contact William Demarest, Staff Accountant, at (202) 551 -3432 or Jorge Bonilla, Senior Staff Accountant, at (202) 551 -3414 if you have questions regarding comments on the financial stateme nts and related matters. Please contact Kristina Aberg, Attorney - Advisor, at (202) 551 -3404 or me at (202) 551 -3386 with any other questions.
Sincerely,
/s/ Duc Dang
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
January 7, 2013
Via Email
Michael Szymanski
Chief Executive Officer
ZAIS Financial Corp.
Two Bridge Ave., Ste. 322
Red Bank, NJ 07701
Re: ZAIS Financial Corp.
Amendment No. 1 to Confidential Draft
Registration Statement on Form S -11
Submitted December 21, 2012
CIK No. 00015275 90
Dear Mr. Szymanski :
We have reviewed your confidential draft registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by providing the requested information and either submitting
an amended confidential draft registration statement or publicly filing your registration statement
on EDGAR. If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to th ese comments and your amended
confidential draft registration statement or filed registration statement, we may have additional
comments.
General
1. We have reviewed your response to comment 4 of our letter dated December 17, 2012.
Please note that we may have further comment once the offering range and aggregate
offering price has been included in the registration statement.
Performance of ZAIS RMBS and Whole Loan Funds, page 151
2. Please revise to disclose the leverage used by each program listed in this section.
Michael Szymanski, Chief Executive Officer
ZAIS Financial Corp.
January 7, 2013
Page 2
If you intend to respond to these comments with an amended draft registration statement,
please submit it and any associated correspondence in accordance with the guidance we provide
in the Division’s October 11, 2012 announcement on the SEC w ebsite at
http://www.sec.gov/divisions/corpfin/cfannouncements/drsfilingprocedures101512.htm.
Please keep in mind that we may publicly post filing review correspondence in
accordance with our December 1, 2011 policy ( http://www.sec.gov/divisions/corpfin/
cfannouncements/edgarcorrespondence.htm). If you intend to use Rule 83 (17 CFR 200.83) to
request confidential treatment of information in the correspondence you submit on EDGAR,
please properly mark that information in each of your confidential submissio ns to us so we do
not repeat or refer to that information in our comment letters to you.
You may contact William Demarest, Staff Accountant, at (202) 551 -3432 or Jorge
Bonilla, Senior Staff Accountant, at (202) 551 -3414 if you have questions regarding comments
on the financial stateme nts and related matters. Please contact Kristina Aberg, Attorney -
Advisor, at (202) 551 -3404 or me at (202) 551 -3386 with any other questions.
Sincerely,
/s/ Duc Dang
Duc Dang
Attorney -Advisor
cc: Jay Bernstein
Clifford Chance