SEC Comment Letter for Ready Capital Corp (RC, RCD, RC-PC, RC-PE) (CIK 0001527590) (RC) — Aug 2, 2016
Ready Capital Corp (RC, RCD, RC-PC, RC-PE) (CIK 0001527590)
Date: Aug. 2, 2016 · CIK: 0001527590 · Accession: 0000000000-16-086802
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 3233 August 2 , 2016 Via E -mail Michael Szymanski Chief Executive Officer ZAIS Financial Corp. Two Bridge Avenue, Suite 322 Red Bank, New Jersey 07701
Re: ZAIS Financial Corp. Amendment No. 2 to Re gistration Statement on Form S -4 Filed July 19 , 2016 File No. 333 -211251 Form 10 -K for Fiscal Year Ended December 31, 2015 File No. 001 -35808
Dear Mr. Szymanski :
We have reviewed your amended 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 amending your registration statement and providing the requested informatio n. 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 any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise , our references to prior comments are to comments in our July 8 , 2016 letter .
Amendment No. 2 to Registration Statement on Form S -4 Filed July 19 , 2016
Exhibit 5.1
1. We note the assumption contained in paragraph 6 on page 2 of the opinion. Please confirm that you will file an appropriately unqualified opinion by post -effective amendment or on Form 8 -K or Form 6 -K, to the extent such filings are incorporated by refer ence into the registration statement, no later than the closing date of the exchange offer. Refer to Staff Legal Bulletin No. 19.
Michael Szymanski ZAIS Financial Corp. August 2 , 2016 Page 2
ZAIS Financial Corp. Form 10 -K for the year ended December 31, 2015
Item 8. Financial Statements and Supplementary Data , page 80
Note 2. Summary of Significant Accounting Policies , page 86
Revenue Recognition , page 91
Mortgage Loans Held for Investment, at Fair Value , page 91
2. We note your response to comment 14 and your proposed revised disclosure . Please clarify for us and further revise your disclosure to describe in more detail your methodology for allocating a portion of the change in fair value to interest income. Please provide us an example of your proposed disclosure.
You may contact Becky Chow, Staff Accoun tant, at (202) 551 -6524 or Jennifer Monick, Assistant Chief Accountant, at (202) 551 -3295 if you have questions regarding comments on the financial statements and related matters. Please contact Rahul K. Patel, Staff Attorney, at (202) 551-3799 or me at (202) 551 -3215 with any other questions.
Sincerely,
/s/ Kim McManus
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Mail Stop 3233 August 2 , 2016 Via E -mail Michael Szymanski Chief Executive Officer ZAIS Financial Corp. Two Bridge Avenue, Suite 322 Red Bank, New Jersey 07701 Re: ZAIS Financial Corp. Amendment No. 2 to Re gistration Statement on Form S -4 Filed July 19 , 2016 File No. 333 -211251 Form 10 -K for Fiscal Year Ended December 31, 2015 File No. 001 -35808 Dear Mr. Szymanski : We have reviewed your amended 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 amending your registration statement and providing the requested informatio n. 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 any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise , our references to prior comments are to comments in our July 8 , 2016 letter . Amendment No. 2 to Registration Statement on Form S -4 Filed July 19 , 2016 Exhibit 5.1 1. We note the assumption contained in paragraph 6 on page 2 of the opinion. Please confirm that you will file an appropriately unqualified opinion by post -effective amendment or on Form 8 -K or Form 6 -K, to the extent such filings are incorporated by refer ence into the registration statement, no later than the closing date of the exchange offer. Refer to Staff Legal Bulletin No. 19. Michael Szymanski ZAIS Financial Corp. August 2 , 2016 Page 2 ZAIS Financial Corp. Form 10 -K for the year ended December 31, 2015 Item 8. Financial Statements and Supplementary Data , page 80 Note 2. Summary of Significant Accounting Policies , page 86 Revenue Recognition , page 91 Mortgage Loans Held for Investment, at Fair Value , page 91 2. We note your response to comment 14 and your proposed revised disclosure . Please clarify for us and further revise your disclosure to describe in more detail your methodology for allocating a portion of the change in fair value to interest income. Please provide us an example of your proposed disclosure. You may contact Becky Chow, Staff Accoun tant, at (202) 551 -6524 or Jennifer Monick, Assistant Chief Accountant, at (202) 551 -3295 if you have questions regarding comments on the financial statements and related matters. Please contact Rahul K. Patel, Staff Attorney, at (202) 551-3799 or me at (202) 551 -3215 with any other questions. Sincerely, /s/ Kim McManus Kim McManus Senior Attorney Office of Real Estate and Commodities cc: Justin Howard , Esq.