SEC Company Response from Ready Capital Corp (RC, RCD, RC-PC, RC-PE) (CIK 0001527590) (RC) — Aug 19, 2016
Ready Capital Corp (RC, RCD, RC-PC, RC-PE) (CIK 0001527590)
Date: Aug. 19, 2016 · CIK: 0001527590 · Accession: 0001144204-16-120347
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-211251
Referenced dates: August 9, 2016
Letter
VIA EDGAR Division of Corporation Finance United States Securities and Exchange Commission Re: ZAIS Financial Corp. Amendment No. 3 to Registration Statement on Form S-4 Filed August 5, 2016 File No. 333-211251
Dear Ms. McManus:
On behalf of our client, ZAIS Financial Corp., a Maryland corporation (“ZAIS Financial” or the “Company”), we are writing to respond to the comment of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in your letter dated August 9, 2016 in connection with your review of Amendment No. 3 to the Registration Statement on Form S-4, File No. 333-211251. For ease of reference, the text of the Staff’s comment is set forth in this letter in bold with our response immediately following the bolded comment. Concurrently with the submission of this letter, the Company has filed with the Commission Amendment No. 4 to the Form S-4 to reflect this comment and other changes to the Form S-4.
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, page 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 disclose 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 Annex A to the joint proxy statement/prospectus.
In response to the Staff’s comment, we have revised the disclosure on page 129 and 131 to clarify that the amendments to the merger agreement do not contain material changes in the assumptions underlying or the validity of the opinions of Houlihan Lokey and BofA Merrill Lynch and that the board of directors of each of ZAIS Financial and Sutherland Asset Management Corporation do not consider the amendments to the merger agreement to affect its determination that the transaction is advisable, fair to and in the best interests of its stockholders. Additionally, we have revised the Exhibit Index to add Amendment No. 2 to the Agreement and Plan of Merger as Exhibit 2.3 to the Form S-4.
Atlanta • Beijing • Brussels • Charlotte • Dallas • Los Angeles • New York • Research Triangle • Silicon Valley • Washington, D.C.
Thank you for your consideration of the Company’s response to the Staff’s comment and we appreciate your review and assistance. If you have any questions regarding this response, please do not hesitate to call the undersigned at (202) 239-3345.
Sincerely,
/s/ David E. Brown, Jr.
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CORRESP
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filename1.htm
The Atlantic Building
950 F Street, NW
Washington, DC 20004-1404
202-239-3300
Fax: 202-654-4951
www.alston.com
David E. Brown, Jr.
Direct Dial: 202-239-3345
Email: david.brown@alston.com
August 19, 2016
VIA EDGAR
Ms. Kim McManus
Senior Attorney – Office of Real Estate and Commodities
Division of Corporation Finance
United States Securities and Exchange Commission
Washington, DC 20549
Re: ZAIS Financial Corp.
Amendment No. 3 to Registration Statement
on Form S-4
Filed August 5, 2016
File No. 333-211251
Dear Ms. McManus:
On behalf of our client,
ZAIS Financial Corp., a Maryland corporation (“ZAIS Financial” or the “Company”), we are writing to respond
to the comment of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
contained in your letter dated August 9, 2016 in connection with your review of Amendment No. 3 to the Registration Statement on
Form S-4, File No. 333-211251. For ease of reference, the text of the Staff’s comment is set forth in this letter in bold
with our response immediately following the bolded comment. Concurrently with the submission of this letter, the Company has filed
with the Commission Amendment No. 4 to the Form S-4 to reflect this comment and other changes to the Form S-4.
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, page 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 disclose 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 Annex A to the joint proxy statement/prospectus.
In response to the
Staff’s comment, we have revised the disclosure on page 129 and 131 to clarify that the amendments to the merger agreement
do not contain material changes in the assumptions underlying or the validity of the opinions of Houlihan Lokey and BofA Merrill
Lynch and that the board of directors of each of ZAIS Financial and Sutherland Asset Management Corporation do not consider the
amendments to the merger agreement to affect its determination that the transaction is advisable, fair to and in the best interests
of its stockholders. Additionally, we have revised the Exhibit Index to add Amendment No. 2 to the Agreement and Plan of Merger
as Exhibit 2.3 to the Form S-4.
Atlanta • Beijing • Brussels • Charlotte • Dallas • Los Angeles • New York • Research Triangle • Silicon Valley • Washington, D.C.
Thank you for your
consideration of the Company’s response to the Staff’s comment and we appreciate your review and assistance. If you
have any questions regarding this response, please do not hesitate to call the undersigned at (202) 239-3345.
Sincerely,
/s/ David E. Brown, Jr.
David E. Brown, Jr.
cc: Becky Chow
Jennifer Monick
Rahul K. Patel
Securities & Exchange Commission
Michael Szymanski
ZAIS Financial Corp.
Scott M. Freeman
Christopher J. Restad
Sidley Austin LLP
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