SEC Company Response from Ready Capital Corp (RC, RCD, RC-PC, RC-PE) (CIK 0001527590) (RC) — Feb 5, 2013
Ready Capital Corp (RC, RCD, RC-PC, RC-PE) (CIK 0001527590)
Date: Feb. 5, 2013 · CIK: 0001527590 · Accession: 0001104659-13-007609
AI Filing Summary & Sentiment
File numbers found in text: 333-185938
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CORRESP 1 filename1.htm ZAIS Financial Corp. Two Bridge Avenue, Suite 322 Red Bank, New Jersey 07701-1106 February 5, 2013 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-0404 Attention: Duc Dang, Esq. Re: Request for Acceleration of Effectiveness ZAIS Financial Corp. Registration Statement on Form S-11 (File No. 333- 185938) Dear Mr. Dang: In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), ZAIS Financial Corp. (the “Company”) hereby requests that the effectiveness for the above-captioned Registration Statement on Form S-11 (as amended through the date hereof) filed under the Securities Act be accelerated to 4:00 p.m., New York City time, on February 7, 2013, or as soon thereafter as practicable. The Company hereby confirms that it is aware of its obligations under the Securities Act and the Securities Exchange Act of 1934, as amended. The disclosure in the filing is the responsibility of the Company. The Company represents to the Securities and Exchange Commission (the “Commission”) that should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing. The Company represents that it may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. The Company further acknowledges that the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosures in the filing. [Signature page follows] Sincerely, By: /s/ Michael Szymanski Name: Michael Szymanski Title: Chief Executive Officer and President DEUTSCHE BANK SECURITIES INC. 60 Wall Street, 4th Floor New York, New York 10005 CITIGROUP GLOBAL MARKETS INC. 388 Greenwich Street New York, New York 10013 BARCLAYS CAPITAL INC. 745 7th Avenue New York, New York 10019 CREDIT SUISSE SECURITIES (USA) LLC Eleven Madison Avenue New York, New York 10010 February 5, 2013 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Duc Dang, Attorney-Advisor Re: ZAIS Financial Corp. Registration Statement on Form S-11 (File No. 333-185938) Ladies and Gentlemen: In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of ZAIS Financial Corp. that the effective date of the above-referenced Registration Statement be accelerated so that it will be declared effective at 4:00 p.m., Eastern Time, on February 7, 2013 or as soon thereafter as practicable. The following is supplemental information supplied under Rule 418(a)(7) and Rule 460 under the Act: (i) Dates of distribution: January 30, 2013 through the date hereof. (ii) Number of prospectuses distributed: a total of approximately 5,500 copies were distributed to prospective underwriters, institutional investors, dealers and others. (iii) We have been informed by the participating underwriters that they have complied and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934. [SIGNATURE PAGE FOLLOWS] Very truly yours, DEUTSCHE BANK SECURITIES INC. CITIGROUP GLOBAL MARKETS INC. BARCLAYS CAPITAL INC. CREDIT SUISSE SECURITIES (USA) LLC As Representatives of the Underwriters DEUTSCHE BANK SECURITIES INC. By: /s/ Brad Miller Name: Brad Miller Title: Managing Director By: /s/ Frank Windels Name: Frank Windels Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Christo Realov Name: Christo Realov Title: Vice President BARCLAYS CAPITAL INC. By: /s/ Victoria Hale Name: Victoria Hale Title: Vice President CREDIT SUISSE SECURITIES (USA) LLC By: /s/ David Stolzar Name: David Stolzar Title: Director