SEC Comment Letter for Ready Capital Corp (RC, RCD, RC-PC, RC-PE) (CIK 0001527590) (RC) — Aug 9, 2016
Ready Capital Corp (RC, RCD, RC-PC, RC-PE) (CIK 0001527590)
Date: Aug. 9, 2016 · CIK: 0001527590 · Accession: 0000000000-16-087946
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 3233 August 9, 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. 3 to Re gistration Statement on Form S -4 Filed August 5 , 2016 File No. 333 -211251
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 information . If you do not believe our comments apply to your facts and circumstanc es 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 .
Recommendation of the ZAIS Financial Board and Its Reasons for the Mergers, page 119 Recommendation of the Sutherland Board and Its Reasons for the Mergers, pag e 125
1. We note the revised language indicating that the opinions rendered by BofA Merrill Lynch and Houlihan Lokey relate to the original merger agreement dated April 6, 2016 and do not take into account any amendments to the merger agreement. Please disc lose whether any of the merger amendments contain material changes in the assumptions underlying the opinion and whether the board believes the opinion remains valid. Please also revise to clarify that the board of ZAIS and Sutherland each considered the amendments to the merger agreement in recommending the transaction as advisable, fair to, and in the best interests of stockholders. Last, please revise the exhibit index to reference Amendment No. 2 to the Agreement and Plan of Merger, filed as part of A nnex A to the joint proxy statement/prospectus.
Michael Szymanski ZAIS Financial Corp. August 9 , 2016 Page 2
You may contact Becky Chow, Staff Accountant, 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 9, 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. 3 to Re gistration Statement on Form S -4 Filed August 5 , 2016 File No. 333 -211251 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 information . If you do not believe our comments apply to your facts and circumstanc es 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 . Recommendation of the ZAIS Financial Board and Its Reasons for the Mergers, page 119 Recommendation of the Sutherland Board and Its Reasons for the Mergers, pag e 125 1. We note the revised language indicating that the opinions rendered by BofA Merrill Lynch and Houlihan Lokey relate to the original merger agreement dated April 6, 2016 and do not take into account any amendments to the merger agreement. Please disc lose whether any of the merger amendments contain material changes in the assumptions underlying the opinion and whether the board believes the opinion remains valid. Please also revise to clarify that the board of ZAIS and Sutherland each considered the amendments to the merger agreement in recommending the transaction as advisable, fair to, and in the best interests of stockholders. Last, please revise the exhibit index to reference Amendment No. 2 to the Agreement and Plan of Merger, filed as part of A nnex A to the joint proxy statement/prospectus. Michael Szymanski ZAIS Financial Corp. August 9 , 2016 Page 2 You may contact Becky Chow, Staff Accountant, 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.