SecProbe.io

December 4, 2025
Andrew Ahlborn
Chief Financial Officer
Ready Capital Corp
1251 Avenue of the Americas, 50th Floor
New York, NY 10020
Re:Ready Capital Corp
Form 10-K for the fiscal year ended December 31, 2024
File No. 001-35808
Dear Andrew Ahlborn:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
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Document

September 29, 2025

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jeffrey Lewis and Ameen Hamady

Re:      Ready Capital Corp

Form 10-K for the fiscal year ended December 31, 2024

Form 10-Q for the quarterly period ended March 31, 2025

File No. 001-35808

Dear Messrs. Lewis and Hamady:

This letter is being submitted in response to the comment letter from the staff of the Securities & Exchange Commission (the “Staff”), dated September 2, 2025 and addressed to Andrew Ahlborn, Chief Financial Officer of Ready Capital Corporation (the “Company,” “we,” “us,” and “our”), relating to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Form 10-K”) and Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 (the “Form 10-Q”). For your convenience, each comment is repeated below, followed by the Company’s response.

Form 10-Q for the quarterly period ended March 31, 2025

Note 5. Business Combinations, page 23

1.              We note you recorded a bargain purchase gain of $102.5M for the three months ended March 31, 2025 upon acquisition of United Development Funding IV (“UDF IV”). Please tell us in greater detail the reassessment performed under ASC 805-30-25-4 before recognizing the gain. In addition, please expand your disclosures to highlight the facts and circumstances that resulted in your acquisition of UDF IV at a significant discount relative to the fair value of net assets acquired consistent with the guidance in ASC 805-30-50-1(f)(2).

Response: The Company respectfully acknowledges the Staff’s comment and acknowledges that ASC 805-30-25-4 requires that if a bargain purchase gain is identified, the acquirer should reassess whether all of the assets acquired and liabilities assumed have been identified and recognized, including any additional assets and liabilities not previously identified or recognized in the acquisition accounting. In accordance with ASC 805-30-25-4, the Company followed the guidance outlined in ASC 805-20-25-5 and ASC 805-30-25-6 in completing its review of the business combination. Specifically, the Company completed the following items:

•To verify that all identifiable assets and liabilities assumed were properly accounted for in the business combination, the Company reviewed the historical financial statements of UDF IV, reconciled the business combination workpapers to the ending balance sheet of UDF IV, reviewed the underlying accounting workpapers at UDF IV and conducted interviews with the accounting professionals at UDF IV.

•Subsequent to identifying all identifiable assets and liabilities, the Company fair valued all identified assets and liabilities. More specifically, the Company engaged a third-party expert with relevant knowledge and experience to provide valuations on the loan portfolio and contingent liabilities. Fair values were determined using acceptable and common valuation methodologies, primarily the discounted cash flow approach. The Company gave additional scrutiny to those

assumptions requiring a higher degree of judgment and subjectivity. All other asset and liabilities, which included primarily cash, receivables and payables, were agreed back to source documents, such as bank statements, and assessed for collectability or liability, respectively.

•The Company determined, post completion of its review, that all assets and liabilities were properly identified, and that each asset and each liability was recorded properly at its fair value.

•The Company did not have a noncontrolling interest in UDF IV and determined upon completion of its review that no other noncontrolling interest existed.

•The Company did not hold a previous equity interest in UDF IV.

•As consideration for the asset and liabilities acquired, the Company issued 12,766,819 shares and an equal number of Contingent Value Rights determined by a fixed exchange ratio agreed to in the Agreement and Plan of Merger, “Merger Agreement”, dated November 29, 2024. On the business combination date, the Company valued the stock consideration using the closing price on March 13, 2025 of $5.06. For the Contingent Value Right, the Company engaged a third party to provide the valuation and reviewed the third party’s conclusion for accuracy and reasonableness of assumptions employed in the valuation.

The Company believes that the following factors contributed to the bargain purchase gain:

•The past performance of UDF IV’s stock price led to a significant discount in UDF IV’s market valuation compared to the fair value of UDF IV’s net assets.

•The suspension of UDF IV shares from Nasdaq on or around October 19, 2016, purportedly due to a failure to file its 2015 annual financial reports and subsequent quarterly reports with the SEC, followed by the delisting of the UDF IV shares from Nasdaq on or around May 28, 2017, led to significant illiquidity in the stock, allowing for the Company to make a compelling offer at a discount to the fair value of UDF IV’s net assets.

•The Merger Agreement dated November 29, 2024 included a fixed exchange ratio. On November 29, 2024, the Company’s stock price was $7.37 compared to $5.06 on the date of the merger. The decline in the Company’s stock price over that period accounted for $29.5 million of the $102.5 million total bargain purchase gain within the Form 10-Q for the period ended March 31, 2025

In future filings beginning with the Form 10-Q for the period ended September 30, 2025, the Company will expand its disclosure to highlight the facts and circumstances that resulted in its acquisition of UDF IV at a significant discount relative to the fair value of net assets acquired consistent with the guidance in ASC 805-30-50-1 (f)(2). The Company will add language substantially like the below in Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 5 – Business Combinations (the following text is from the 10-Q for the quarterly period ended March 31, 2025, with the proposed new text to be included in future filings shown in blue, underlined text):

Unallocated - Corporate.

Q1 2025 versus Q1 2024. Non-interest income of $103.8 million primarily represented a gain on bargain purchase recognized from the UDF IV Merger, primarily driven by a discount in UDF IV’s market valuation due to factors such as the illiquid nature of UDF IV’s shares, and a change in our stock price between the date of the agreement and the closing date of the merger.

Note 5. Business Combinations

UDF IV Merger

. . .

The table below illustrates the aggregate consideration transferred, net assets acquired, and the related bargain purchase gain, which was primarily driven by a discount in UDF IV’s market valuation due to factors such as the illiquid nature of UDF IV’s shares, and a change in our stock price between the date of the agreement and the closing date of the merger.

Form 10-K for the fiscal year ended December 31, 2024

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations, page 84

2.              We note that your provision for loan losses was approximately $292.8 million, $7.2 million and $34.4 million for the years ended December 31, 2024, 2023 and 2022 respectively and the subsequent increase in your loan recoveries disclosed in your Form 10-Q for the period ended March 31, 2025 of $109.6 million when compared to the $26.5 million for the same period ended March 31, 2024. We further note based on your disclosure on page 130, the significant increase in your general reserve and specific reserves in your allowance for credit losses for your Bridge Loans and Construction Loans respectively as of December 31, 2024 and December 31, 2023. Finally, we also note the significant increase in the number of loan modifications made to borrowers experiencing financial difficulty with 65 such loan modifications entered into during the year ended December 31, 2024 versus 21 loan modifications for the year ended December 31, 2023. Please further expand your disclosures to discuss the factors that led to the significant increase in the provision for loan losses and subsequent recoveries and the increase in your loan modifications made to borrowers experiencing financial difficulty. In that regard, please ensure that your disclosure highlights whether such changes are driven by general macroeconomic conditions and/or whether there were other specific circumstances such as loan type, geographic, market or other contributing to the significant change in your credit losses and allowance amounts between periods. Finally, please ensure your disclosures address whether you expect such disproportionate fluctuations and increase in trends to recur. See Item 303(b)(2)(i) and (ii) of Regulation S-K.

Response: The Company respectfully acknowledges the Staff’s comment. For your convenience, the Company’s response is split into 3 sections, relating to the Provision/Allowance for Loan Loss and Loan Modifications, Recovery of Loan Losses, and Disproportionate Fluctuations and Increase in Trends.

Provision/Allowance for Loan Loss and Loan Modifications

The Company refers the Staff to the existing disclosure found in the following sections of our 10-K for the year ended December 31, 2024:

•Note 6 - Loans and Allowance for Credit Losses: Note 6 on page 130 discloses the allowances for loan losses as of December 31, 2024 and December 31, 2023, along with a summary of changes in the allowances for loan losses.  These tables show that the main driver of loan losses in 2024 related to the bridge loan portfolio and bridge loans held for sale. With respect to credit quality, Note 6 on page 129 includes disclosure showing the migration of the portfolio, especially bridge loans, to loans with higher loan-to-value ratios, which was driven by reduced property valuations for  loans secured by real property. In particular, we note that for December 31, 2024, 27.8% of loans had an LTV of 80.1% or greater, compared to only 8.7% of loans with an LTV of 80.1% or greater for December 31, 2023. With respect to loan modifications, Note 6 on pages 131 and 132 includes disclosure concerning loan modifications for the year ended December 31, 2024

with breakdowns concerning what constituted the carrying value of loan modifications, comparative details for the year ended December 31, 2023, and cites factors such as interest payment deferrals, payment modifications including reduction of interest payments, and term extensions.  For instance, the disclosure states that “[t]here were 30 loans with aggregate carrying value of $688.8 million, or 8.2% of loans, net, that were modified to include both term extensions and interest payment deferral.”

•Note 23 – Financial Instruments with Off-Balance Sheet Risk, Credit Risk, and Certain Other Risks: This note contains detailed disclosure addressing market, credit, and interest rate risks, all of which were drivers of changes in the allowance for loan losses.

•Item 7A. Quantitative and Qualitative Disclosures About Market Risk: This item contains detailed disclosure addressing market, credit, and interest rate risks, all of which were drivers of changes in the allowance for loan losses.

•Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations within Factors Impacting Operating Results under Current Market Conditions: This item discloses factors affecting operating results, including interest rates, macroeconomic concerns and inflation, all of which were drivers in the fiscal year ended December 31, 2024.

Notwithstanding the foregoing, the Company confirms that in future filings, beginning with the Form 10-Q for the period ended September 30, 2025, it will expand its existing disclosures on the provision for loan loss and modifications. The Company will add language substantially like the below in Management’s Discussion and Analysis of Financial Condition and Results of Operations, leveraging disclosure contained elsewhere in the 10-K (the following text is from the 10-K for the year ended December 31, 2024, with the proposed new text to be included in future filings shown in blue, underlined text, and any deleted text shown in red, struck-through text):

Factors Impacting Operating Results

We expect that our results of operations will be affected by a number of factors and will primarily depend on the level of interest income from our assets, the market and fair value of our assets and the supply of, and demand for, LMM loans, SBA loans, USDA loans, construction loans, MBS and other assets we may acquire in the future, demand for housing, population trends, construction costs, the availability of alternative real estate financing from other lenders, changes in credit spreads, and the financing and other costs associated with our business. These factors may have an impact on our ability to originate new loans or the performance of our existing loan portfolio. Our net investment income, which includes the amortization of purchase premiums and accretion of purchase discounts, varies primarily as a result of changes in market interest rates, the rate at which our distressed assets are liquidated and the prepayment speed of our performing assets. Interest rates and prepayment speeds vary according to the type of investment, conditions in the financial markets, competition and other factors, none of which can be predicted with any certainty. Our operating results may also be impacted by changes in our provision for loan losses. Increases in the provision for loan loss are primarily driven by a deterioration in the contractual performance of a loan. Macroeconomic factors including interest rates and inflation, as well as supply absorption and cap rate movements, may contribute to a deterioration in a loan’s contractual performance. In certain circumstances, the Company may choose to modify a loan which had experienced financial difficulty due to the factors previously described.  Our operating results may also be impacted by our available borrowing capacity, conditions in the financial markets, credit losses in excess of initial estimates or

unanticipated credit events experienced by borrowers whose loans are held directly by us or are included in our MBS. Difficult market conditions as well as inflation, energy costs, geopolitical issues, health epidemics and outbreaks of contagious diseases, unemployment and the availability and cost of credit are factors which could also impact our operating results.

Balance Sheet Analysis and Metrics

As of December 31, 2024, total assets in our consolidated balance sheet were $10.1 billion, a decrease of $2.3 billion from December 31, 2023, primarily reflecting a decrease in Assets of consolidated VIEs and Loans, net. Assets of consolidated VIEs decreased $1.7 billion, due to paydowns on securitized loans. Loans, net decreased $642.0 million, primarily due to an increase in our general and specific reserves, which in total account for the allowance for loan losses on our balance sheet, as well as an increase in the CECL reserves and loans transferred to Loans, held for sale. The increase in the allowance for loan losses was primarily driven by reduced property valuations for loans secured by real property. The increase in loan modifications made to borrowers experiencing financial difficulty was primarily driven by an increase in loan delinquencies and in certain circumstances, loans with an inability to repay at maturity under the contractual terms of the loan. Property valuation declines, loan delinquencies and loans with an inability to repay at maturity were primarily driven by interconnected macroeconomic factors, specifically the rise in interest rates and increased inflationary pressure, as well as supply absor

September 2, 2025
Andrew Ahlborn
Chief Financial Officer
Ready Capital Corp
1251 Avenue of the Americas, 50th Floor
New York, NY 10020
Re:Ready Capital Corp
Form 10-K for the fiscal year ended December 31, 2024
Form 10-Q for the quarterly period ended March 31, 2025
File No. 001-35808
Dear Andrew Ahlborn:
             We have limited our review of your filings to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-Q for the quarterly period ended March 31,2025
Note 5. Business Combinations , page 23
1.We note you recorded a bargain purchase gain of $102.5M for the three months ended
March 31, 2025 upon acquisition of United Development Funding IV (“UDF IV”).
Please tell us in greater detail the reassessment performed under ASC 805-30-25-4
before recognizing the gain. In addition, please expand your disclosures to highlight
the facts and circumstances that resulted in your acquisition of UDF IV at a significant
discount relative to the fair value of net assets acquired consistent with the guidance in
ASC 805-30-50-1(f)(2).
Form 10-K for the fiscal year ended December 31, 2024
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 84
We note that your provision for loan losses was approximately $292.8 million, $7.2 2.

September 2, 2025
Page 2
million and $34.4 million for the years ended December 31, 2024, 2023 and 2022
respectively and the subsequent increase in your loan recoveries disclosed in your
Form 10-Q for the period ended March 31, 2025 of $109.6 million when compared to
the $26.5 million for the  same period ended March 31, 2024. We further note based
on your disclosure on page 130, the significant increase in your general reserve and
specific reserves in your allowance for credit losses for your Bridge Loans and
Construction Loans respectively as of December 31, 2024 and December 31, 2023.
Finally, we also note the significant increase in the number of loan modifications
made to borrowers experiencing financial difficulty with 65 such loan modifications
entered into during the year ended December 31, 2024 versus 21 loan modifications
for the year ended December 31, 2023.  Please further expand your disclosures to
discuss the factors that led to the significant increase in the provision for loan losses
and subsequent recoveries and the increase in your loan modifications made to
borrowers experiencing financial difficulty. In that regard, please ensure that your
disclosure highlights whether such changes are driven by general macroeconomic
conditions and/or whether there were other specific circumstances such as loan type,
geographic, market or other contributing to the significant change in your credit losses
and allowance amounts between periods. Finally, please ensure your disclosures
address whether you expect such disproportionate fluctuations and increase in trends
to recur. See Item 303(b)(2)(i) and (ii) of Regulation S-K.
Exhibits
3.We note you have identified the wrong periodic report in paragraph 1 of the
certifications as you reference the quarterly report on Form 10-Q rather than the
annual report on Form 10-K. Please file an amendment to your Form 10-K for the
fiscal year ended December 31, 2024 in its entirety to revise your certifications to
identify the correct periodic report in paragraph 1 of the certifications. We refer you to
Compliance & Disclosure Interpretations ("C&DIs") Section 246.14 of Regulation S-
K.
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Jeffrey Lewis at 202-551-6216 or Ameen Hamady at 202-551-3891
with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

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Ready Capital Corporation

1251 Avenue of the Americas, 50th
Floor

New York, NY

January 6, 2025

VIA EDGAR AND E-MAIL

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Benjamin Holt

Re: Ready Capital Corporation (the
 “Company”) Registration Statement on Form S-4 (File No. 333-284038) (as amended, the “Registration Statement”)—Acceleration
Request

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Securities Act”), the Company hereby requests that the Securities and Exchange Commission (the
 “Commission”) accelerate the effective date of the Registration Statement and declare the Registration Statement effective
under the Securities Act at 5:00 p.m., Eastern Time, on January 8, 2025, or as soon thereafter as practicable. We also request that
the Commission specifically confirm such effective date and time to us in writing.

    Sincerely,

    READY CAPITAL
    CORPORATION

    By:
    /s/ Thomas E. Capasse

    Name: Thomas E. Capasse

    Title: Chairman and Chief Executive
    Officer

January 2, 2025
Thomas E. Capasse
Chairman, Chief Executive Officer and Chief Investment Officer
Ready Capital Corporation
1251 Avenue of the Americas, 50th Floor
New York, NY 10020
Re:Ready Capital Corporation
Registration Statement on Form S-4
Filed December 26, 2024
File No. 333-284038
Dear Thomas E. Capasse:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Benjamin Holt at 202-551-6614 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:David E. Brown, Jr.

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Ready Capital Corporation

1251 Avenue of the Americas, 50th
Floor

New York, NY

April 18, 2023

Via EDGAR and E-MAIL

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attention: Ronald E. Alper

 Re: Ready Capital Corporation (the “Company”) Registration Statement on Form S-4 (File
No. 333-270849), as amended (the “Registration Statement”)—Acceleration Request

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Securities Act”), the Company hereby requests that the Securities
and Exchange Commission (the “Commission”) accelerate the effective date of the above-referenced Registration Statement
and declare the Registration Statement, as amended, effective under the Securities Act at 5:00 p.m., Eastern Time, on April 20, 2023,
or as soon thereafter as practicable. We also request that the Commission specifically confirm such effective date and time to us in writing.

  Sincerely,

  READY CAPITAL CORPORATION

  By:
  Thomas E. Capasse

  Thomas E. Capasse

  Chairman and Chief Executive Officer

United States securities and exchange commission logo
March 30, 2023
Thomas E. Capasse
Chief Executive Officer
Ready Capital Corporation
1251 Avenue of the Americas, 50th Floor
New York, NY 10020
Re:Ready Capital Corp
Registration Statement on Form S-4
Filed March 27, 2023
File No. 333-270849
Dear Thomas E. Capasse:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Ronald (Ron) E. Alper at 202-551-3329 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Michael Kessler, Esq.

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Ready Capital Corporation

1251 Avenue of the Americas, 50th Floor

New York, NY

February 7, 2022

VIA EDGAR AND E-MAIL

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attention: Victor Rivera Melendez

    Re:
    Ready Capital Corporation
    (the “Company”) Registration Statement on Form S-4 (File No. 333-262070), as amended (the “Registration
    Statement”)—Acceleration Request

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended (the “Securities Act”), the Company hereby requests that the Securities and Exchange Commission
(the “Commission”) accelerate the effective date of the above-referenced Registration Statement and declare the Registration
Statement, as amended, effective under the Securities Act at 4:00 p.m., Eastern Time, on February 9, 2022, or as soon thereafter as practicable.
We also request that the Commission specifically confirm such effective date and time to us in writing.

    Sincerely,

    READY CAPITAL CORPORATION

    By:
    /s/ Thomas E. Capasse

    Thomas E. Capasse

    Chairman and Chief Executive Officer

United States securities and exchange commission logo
January 18, 2022
Thomas E. Capasse
Chief Executive Officer
Ready Capital Corp
1251 Avenue of the Americas, 50th Floor
New York, NY 10020
Re:Ready Capital Corp
Registration Statement on Form S-4
Filed on January 10, 2022
File No. 333-262070
Dear Mr. Capasse:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Victor Rivera Melendez at 202-551-4182 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Michael J. Kessler, Esq.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

       DIVISION OF
CORPORATION FINANCE

April 30 , 2021

Via E -Mail
Michael J. Kessler, Esq.
Alston & Bird LLP
90 Park Avenue
New York, NY  10016

 Re: Ready Capital Corporation
  Amended Schedule TO -I
Filed April 2 1, 2021
  SEC File No.  005-87416

Dear Mr . Kessler :

We have reviewed your filing and your response letter and have the following comment .

Amended Schedule TO -I
1. We note your response to prior comment 1. While not necessarily agreeing with your
analysis regarding the existence of a tender offer, we have determined not to pursue  the
applicability of Rule 13e -3 to the offer at this time. We reserve the right to make further
inquiry into this matter and make any recommendations we deem appropriate.

 Please direct any q uestions to me at (202) 551 -3619.

Sincerely,

        /s/Daniel F. Duchovny
Daniel F. Duchovny
Special Counsel
Office of Mergers & Acquisitions

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90 Park Avenue

15th Floor

New York, NY 10016-1387

212-210-9400 | Fax: 212-210-9444

    Michael J. Kessler
    Direct Dial: 212-210-9566
    Email: michael.kessler@alston.com

April 21, 2021

VIA EDGAR

    Daniel F. Duchovny

    Special Counsel

    Office of Mergers & Acquisitions

    U.S. Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

    Re:

    Ready Capital Corporation

    Schedule TO-I

    Filed April 2, 2021

    SEC File No. 005-87416

Dear Mr. Duchovny:

This letter sets forth the
responses of our client, Ready Capital Corporation (the “Company”), to the comment letter dated April 14,
2021 (the “Comment Letter”) issued by the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) regarding the Company’s Tender Offer Statement on Schedule TO-I filed on April 2,
2021 (the “Schedule TO”) relating to the tender offer (the “Offer”) by the Company to purchase
shares of the Company’s 6.25% Series C Cumulative Convertible Preferred Stock, $0.0001 par value per share (the “Shares”).
For your convenience, we have set forth below each of the Staff’s comments (or requests) followed by the relevant response. The
headings and pages below correspond to the headings and pages in the Comment Letter and the Company’s Offer to Purchase and Notice
of Fundamental Change to Holders of 6.25% Series C Cumulative Convertible Preferred Stock (the “Offer to Purchase”).
All capitalized terms used but not defined herein have the meanings ascribed to them in the Offer to Purchase. The responses and information
described below are based upon information provided to us by the Company. Where revisions to the Schedule TO are referenced in the Company’s
responses set forth below, such revisions are included in the Company’s Amendment No. 1 to the Schedule TO (“Amendment
No. 1”) filed concurrently herewith.

Schedule TO-I

 1. Comment:    Please provide us your detailed legal analysis
supporting your apparent conclusion that Rule 13e-3 does not apply to this tender offer.

Response:    The Company
respectfully submits that Rule 13e-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
is not applicable to the Offer by virtue of the exception set forth in Rule 13e-3(g)(4), which states that Rule 13e-3 shall not apply
to “[r]edemptions, calls or similar purchases of an equity security by an issuer pursuant to specific provisions set forth in the
instrument(s) creating or governing that class of equity securities.”

  Alston & Bird LLP
  www.alston.com

Atlanta | Beijing | Brussels | Charlotte | Dallas | London | Los Angeles | New York | Research Triangle
| San Francisco | Silicon Valley | Washington, D.C.

April 21, 2021

Page 2

Pursuant to the Agreement
and Plan of Merger, dated as of December 6, 2020 (the “Merger Agreement”), by and among the Company, RC Merger Subsidiary,
LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“Merger Sub”), and Anworth
Mortgage Asset Corporation, a Maryland corporation (“Anworth”), on March 19, 2021, Anworth merged with and into Merger
Sub, with Merger Sub surviving as a wholly-owned subsidiary of the Company (the “Merger”). At the effective time of
the Merger, each share of Anworth’s 6.25% Series B Cumulative Convertible Preferred Stock, $0.01 par value per share (“Anworth
Series B Preferred Stock”), issued and outstanding immediately prior to the effective time of the Merger was converted into
the right to receive one Share, subject to the terms and conditions set forth in the Merger Agreement, including that the Shares have
“the rights, preferences, privileges and voting powers substantially the same as those of the Anworth Series B Preferred Stock immediately
prior to the Merger.” The Company notes that the provisions of the Articles Supplementary to the Amended Articles of Incorporation
of Anworth designating the Anworth Series B Preferred Stock (the “Anworth Articles Supplementary”) and the Articles
Supplementary to the Articles of Amendment of the Company designating the Shares (the “Articles Supplementary”) are
substantially identical, as provided in the Merger Agreement.

As part of the Merger, the
Company succeeded to the obligations of Anworth, and as the successor issuer of the Shares, the Company was required under the terms of
the Anworth Articles Supplementary to offer to repurchase the Shares. Thus, as provided in Rule 13e-3(g)(4), the Company is conducting
the Offer pursuant to specific provisions set forth in the instrument that created and governs the Shares. The terms of the Offer are
not in the Company’s discretion. Specifically, the Company is required to (i) within 30 calendar days after the occurrence
of the Fundamental Change, provide a notice to holders of the Shares containing the information set forth in Section 12(b) of the Anworth
Articles Supplementary, as was included in the Offer to Purchase; and (ii) offer to purchase the Shares for the Fundamental Change Purchase
Price and on the Fundamental Change Purchase Date, pursuant to the terms and conditions set forth in Sections 12(a) and (c)-(j) of the
Anworth Articles Supplementary. The Company is not voluntarily or opportunistically offering to repurchase the Shares at this time. Instead,
by affording holders of the Shares the opportunity to have their Shares repurchased as required by and in accordance with the Anworth
Articles Supplementary and Articles Supplementary (which, as noted above, are substantially identical), the Company is fulfilling its
obligations under the instrument that created and governs the Shares pursuant to specific provisions set forth therein.

Cautionary Note Regarding Forward-Looking Statements,
page 10

2.         Comment:	    We
note the disclaimer that you do not undertake any obligation to update any forward-looking statements. This disclaimer is
inconsistent with the requirements of General Instruction F of Schedule TO and your obligations under Rule 13e-4(c)(3) to amend the
Schedule to reflect a material change in the information previously disclosed. Please revise the offer to purchase to delete this
statement.

Response:	    In response
to the Staff’s comment, the Company has provided in Amendment No. 1 that the third paragraph appearing under the heading “Cautionary
Note Regarding Forward-Looking Statements” on page 10 of the Offer to Purchase is amended and restated as follows:

“In addition,
the statements in this Notice are made as of April 2, 2021. Subsequent events or developments may cause our views to change. We
Except as required by law, we do not undertake any obligation to update our forward-looking statements after the
date of this document for any reason, even if new information becomes available or other events occur in the future.”

Procedures to Be Followed by Holders Electing
to Surrender Shares for Repurchase, page 15

3.
Comment:	    We note the waiver included in clause (ii) of the fourth bullet point in section 3.2. Please tell us how this disclosure
is consistent with Section 29(a) of the Securities Exchange Act of 1934 or revise.

April 21, 2021

Page 3

Response:	    In response
to the Staff’s comment, the Company has revised the disclosure in Amendment No. 1 under clause (ii) of the fourth bullet point
in Section 3.2 of the Offer to Purchase to clarify that tendering shareholders are not waiving claims arising out of provisions under
the Exchange Act or any rule or regulation thereunder, or arising out of any rule of a self-regulatory organization.

Payment for Surrendered Shares,
page 18

4.
Comment:	   We note you may use borrowed funds to pay for tendered securities. Please revise your disclosure to include disclosure
responsive to Item 1007(d) of Regulation M-A.

Response:	    In response
to the Staff’s comment, the Company has revised the disclosure appearing under the heading “How will the Company fund repurchases
of Shares if any are surrendered for repurchase pursuant to the Fundamental Change Purchase Right?” on page 6 of the Offer to Purchase
and in the third paragraph of Section 5 on page 18 of the Offer to Purchase to reflect that the Company intends to fund the repurchase
with cash on hand, and not through borrowed funds.

Plans or Proposals of the
Company, page 18

5.
Comment:	    Please revise this section to describe the types of plans or proposals referenced rather than referring security
holders to Item 1006(c) of Regulation M-A, which is not included in your document.

Response:	    In response
to the Staff’s comment, the Company has provided in Amendment No. 1 that the disclosure in Section 7 on page 18 of the Offer
to Purchase is amended and restated as follows:

“Except
as disclosed in this Notice, the Company does not have any present plans or proposals and is not engaged in any negotiations that relate
to or would result in (i) any extraordinary transaction, such as a merger, reorganization or liquidation, involving the Company or any
of its subsidiaries; (ii) any purchase, sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (iii)
any material change in the Company’s present dividend rate or policy, or indebtedness or capitalization of the Company; (iv) any
change in the composition of the Board of Directors or management of the Company, including, but not limited to, any plans or proposals
to change the number or the term of members of the Board of Directors, to fill any existing vacancies on the Board of Directors or to
change any material term of the employment contract of any executive officer; (v) any other material change in the Company’s corporate
structure or business, including any plans or proposals to make any changes in the Company’s investment policy for which a vote
would be required by Section 13 of the Investment Company Act of 1940, as amended; (vi) any class of the Company’s equity securities
being delisted from a national securities exchange or ceasing to be authorized to be quoted in an automated quotations system operated
by a registered national securities association; (vii) any class of the Company’s equity securities becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Exchange Act; (viii) the suspension of the Company’s obligation to file reports
pursuant to Section 15(d) of the Exchange Act; (ix) the acquisition by any person of additional securities of the Company, or the disposition
of securities of the Company; or (x) any changes in the Company’s charter, bylaws or other governing instruments or other actions
that could impede the acquisition of control of the Company.”

Additional Information, page
29

6.
Comment:	    We note that you attempt to incorporate by reference into the offer document all filings made while your offer
is pending. However, Schedule TO does not expressly authorize such “forward incorporation by reference.” Rather, General
Instruction F specifies how you may incorporate by reference in a Schedule TO.

April 21, 2021

Page 4

Response:	    In response
to the Staff’s comment, the Company has provided in Amendment No. 1 that the fourth bullet point in the third paragraph of Section
13 on page 22 of the Offer to Purchase is deleted.

In addition to the foregoing
responses to the Staff’s comments, the Company and its management acknowledge that they are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

Should you have any further
questions or need additional information, please do not hesitate to contact me at 212-210-9566.

  Sincerely,

   /s/ Michael J. Kessler

  Michael J. Kessler

    cc:

    Thomas E. Capasse, Ready Capital Corporation

    Andrew Ahlborn, Ready Capital Corporation

    David E. Brown, Alston & Bird LLP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

       DIVISION OF
CORPORATION FINANCE

April 14, 2021

Via E -Mail
Michael J. Kessler, Esq.
Alston & Bird LLP
90 Park Avenue
New York, N Y  10016

 Re: Ready Capital Corporation
  Schedule TO -I
Filed April 2, 2021
  SEC File No.  005-87416

Dear Mr . Kessler :

We have reviewed your filing and have the following comment s.

Please respond to this letter by amending your filing, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comment s apply  to your facts and circumstances or do not believe an ame ndment is
appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you pr ovide in
response to the se comment s, we may have additional comments.

Schedule TO -I
1. Please provide us your detailed legal a nalysis supporting your apparent conclusion that
Rule 13e -3 does not apply to this tender offer .

Cautionary Note Regarding Forward -Looking Statements, page 10
2. We note the disclaimer that you do not undertake any obligation to update any forward -
looking statements. This disclaimer is inc onsistent with the requirements of General
Instruction F of Schedule TO and your obligations under Rule 13e -4(c)(3) to amend the
Schedule to reflect a material change in the information previously disclosed. Please
revise the offer to purchase to delete th is statement .

Procedures to Be Followed by Holders Electing to Surrender Shares for Repurchase , page 15
3. We n ote the waiver included in clause (ii) of the fourth bullet point in section 3.2. Please

Michael J. Kessler, Esq.
Alston & Bird LLP
April 14, 2021
Page 2

 tell us how this disclosure  is consistent with Section 29(a) of the Securities Exchange Act
of 1934 or revise .

Payment for Surrendered Shares, page 18
4. We note you may use borrowed funds to pay for tendered securities. Please revise your
disclosure to include disclosure responsive to Item 1007(d) of Regulation M -A.

Plans or Proposals of the Company , page 18
5. Please revise this section to describe the types of plans or proposals referenced rather
than referr ing security holders to Item 1006(c)  of Regulation M -A, which is not included
in your document .

Additional Information, page 2 9
6. We note that you attempt to incorporate by reference into the offer document all filings
made while your offer is pending.  However, Schedule TO does not expressly authorize
such “forwa rd incorporation by reference.”  Rather, General Instruction F specifies how
you may incorporate by reference in a Schedule TO.

 We remind you that the filing persons  are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or a bsence of action by the staff.

 Please direct any q uestions to me at (202) 551 -3619.

Sincerely,

        /s/Daniel F. Duchovny
Daniel F. Duchovny
Special Counsel
Office of Mergers & Acquisitions

CORRESP
1
filename1.htm

Ready
Capital Corporation

1251 Avenue of the Americas, 50th Floor

New
York, NY

February 5, 2021

Via EDGAR and
E-MAIL

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attention: Stacie Gorman

 Re: Ready Capital Corporation (the “Company”) Registration Statement on Form S-4
(File No. 333-251863), as amended (the “Registration Statement”)—Acceleration Request

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended (the “Securities Act”), the Company hereby requests that the Securities
and Exchange Commission (the “Commission”) accelerate the effective date of the above-referenced Registration
Statement and declare the Registration Statement, as amended, effective under the Securities Act at 4:00 p.m., Eastern Time, on
February 9, 2021, or as soon thereafter as practicable. We also request that the Commission specifically confirm such effective
date and time to us in writing.

    Sincerely,

    READY CAPITAL CORPORATION

    By:
    /s/ Thomas E. Capasse

    Thomas E. Capasse

    Chairman and Chief Executive Officer

United States securities and exchange commission logo
January 12, 2021
Thomas Capasse
Chief Executive Officer
Ready Capital Corp
1251 Avenue of the Americas
50th Floor
New York, NY 10020
Re:Ready Capital Corp
Form S-4
Filed January 4, 2021
File No. 333-251863
Dear Mr. Capasse :
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Stacie Gorman at 202-551-3585 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Michael J. Kessler, Esq.

CORRESP
1
filename1.htm

July 31, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    Stacie Gorman

    Re:

    Request for Acceleration of Effectiveness

    Ready Capital Corporation

    Registration Statement on Form S-3

    File No. 333-240086

Dear Ms. Gorman:

In accordance with
Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Ready Capital Corporation (the "Company")
hereby requests that the effective date and time of the above-referenced Registration Statement on Form S-3 be accelerated to 5:00
p.m., Eastern Time, on August 4, 2020, or as soon thereafter as practicable.

If you have questions
or comments regarding this request, please call Jacob A. Farquharson of Clifford Chance US LLP at (212) 878-3302.

    Sincerely,

    Ready Capital Corporation

    /s/ Andrew Ahlborn

    Andrew Ahlborn

    Chief Financial Officer

cc: Jacob A. Farquharson, Esq.

United States securities and exchange commission logo
July 27, 2020
Thomas Capasse
Chief Executive Officer
Ready Capital Corp
1251 Avenue of the Americas
50th Floor
New York, NY 10020
Re:Ready Capital Corp
Form S-3
Filed July 24, 2020
File No. 333-240086
Dear Mr. Capasse :
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Stacie Gorman at 202-551-3585 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Jacob A. Farquharson, Esq.

November 7, 2019
Andrew Ahlborn
Chief Financial Officer
Ready Capital Corporation
1251 Avenue of the Americas, 50th Floor
New York, NY 10020
Re:Ready Capital Corporation
Registration Statement on Form S-3
Filed November 1, 2019
File No. 333-234423
Dear Mr. Ahlborn:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Ruairi Regan at 202-551-3269 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Michael J. Kessler, Esq.

CORRESP
1
filename1.htm

Ready Capital Corporation

1251 Avenue of the Americas, 50th Floor

New York, NY 10020

November 7, 2019

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Re:                             Ready Capital Corporation

Registration Statement on Form S-3

File No. 333-234423

Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, Ready Capital Corporation (the “Company”) hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the above referenced Registration Statement on Form S-3 so that it will become effective at 5:00 p.m. Eastern Time on November 12, 2019, or as soon as practicable thereafter. The Company also requests that the Commission specifically confirm such effective date and time to the Company.

Very   truly yours,

READY   CAPITAL CORPORATION

By:

/s/ Thomas   E. Capasse

Name:

Thomas E.   Capasse

Title:

Chairman   and Chief Executive Officer

CORRESP
1
filename1.htm

Ready Capital Corporation

1140 Avenue of the Americas,

7th Floor

New York, NY 10036

February 13, 2019

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Re:                             Ready Capital Corporation

Registration Statement on Form S-4

File No. 333-228769

Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, Ready Capital Corporation (the “Company”) hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the above referenced Registration Statement on Form S-4 so that it will become effective at 5:00 p.m. Eastern Time on February 15, 2019, or as soon as practicable thereafter.

In connection with the foregoing request, the Company hereby acknowledges 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 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 disclosure in the filing; and

·                        the Company 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.

Very truly yours,

READY CAPITAL CORPORATION

By:

/s/ Thomas E. Capasse

Name:

Thomas E. Capasse

Title:

Chairman and Chief Executive Officer

February 12, 2019
Frederick Herbst
Chief Financial Officer
Ready Capital Corporation
1140 Avenue of the Americas, 7th Floor
New York, NY 10036
Re:Sutherland Asset Management Corporation
Form 10-K for the year ended December 31, 2017
Filed March 16, 2018
File No. 001-35808
Dear Mr. Herbst:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate and
Commodities

CORRESP
1
filename1.htm

February 8, 2019

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Kristi Marrone and Jennifer Monick

Re:                Sutherland Asset Management Corporation

Form 10-K for the year ended December 31, 2017

Filed March 16, 2018

File No. 001-35808

Dear Mses. Marrone and Monick:

This letter is being submitted in response to the comment letter dated February 6, 2019 (the “Comment Letter”) addressed to Frederick Herbst, Chief Finance Officer of Ready Capital Corporation (formerly named Sutherland Asset Management Corporation) (the “Company”) relating to the Company’s Form 10-K for the year ended December 31, 2017 (the “Form 10-K”). For your convenience, each comment is repeated below, followed by the Company’s response.

Form 10-K for the year ended December 31, 2017

Consolidated Statements of Income, page 115

1.              We note your response to comment 3. We continue to be unclear how you determined that the current presentation of “gains on residential mortgage banking activities, net of variable loan expenses” is compliant with Rule 9-04 of Regulation S-X. Please specifically address the following:

· Explain to us why realized and unrealized gains and losses on residential mortgage loans and unrealized gains (loss) on IRLCs and other derivatives are characterized as non-interest income while realized and unrealized gains on other financial instruments are presented below total non-interest expense. Additionally, tell us why a $4 million unrealized loss and a $6.9 million unrealized gain on residential mortgage banking financial instruments were recorded in 2017 and 2016, respectively, in “Net unrealized gain on financial instruments” rather than with the other residential mortgage banking gains and losses recorded within non-interest income. Within your response, please reference the authoritative literature management relied upon.

1

· Cite specific authoritative literature to support your position that loan origination fee income on loans carried at fair value should not be classified as interest income in accordance with Rule 9-04.1 of Regulation S-X. We note that origination fees on loans carried at fair value are not deferred and amortized like the origination fees on loans held for investment. However, please clarify for us how you determined that the timing of revenue recognition would impact the characterization of recognized fees on the statements of income.

· Cite specific authoritative literature to support your policy of presenting “correspondent fees and other direct loan expenses, including the provision for loan indemnification” as a reduction of the related income rather than as an expense.

Response: We respectfully advise the Staff that we believe our Exchange Act periodic reports currently provide investors with all pertinent information regarding our gains on residential mortgage banking activities and the material components of these amounts. In response to your revised comment regarding compliance with Rule 9-04 of Regulation S-X:

·                  We have included realized and unrealized gains and losses of residential mortgage loans held for sale, at fair value and unrealized gains (loss) on IRLCs and other derivatives within non-interest income rather than with realized and unrealized gains below non-interest expense, as we view the income generated on these loans to be revenue, rather than incidental gains. Pursuant to CON 6, Elements of Financial Statements, “Revenues are inflows or other enhancements of assets of an entity or settlements of its liabilities (or a combination of both) from delivering or producing goods, rendering services, or other activities that constitute the entity’s ongoing major or central operations”, while gains are defined as “increases in equity from peripheral or incidental transactions of an entity and from all other transactions and other events and circumstances affecting the entity except those that result from revenues or investments by owners.” We believe that the income generated on our residential agency mortgage loans, including price risk related to changes in the fair value of IRLCs and mortgage loans held for sale not committed to investors, represent activities that constitute the segment’s primary operations (revenue), rather than gains, which are defined as increases in equity from peripheral transactions.

In future filings, commencing with the Company’s Form 10-K for the year ended December 31, 2018, the Company proposes to revise our Consolidated Statements of Income presentation to include “Residential mortgage banking activities” associated with our residential mortgage banking business, as a separate line within “Non-interest income”. Refer to bullet number three below for proposed, revised tabular presentation.

2

Additionally, as noted in the Staff’s revised comment, the Company included a $4 million unrealized loss and a $6.9 million unrealized gain on residential mortgage banking financial instruments within “Net unrealized gain on financial instruments”. The Company respectfully notes that these amounts relate exclusively to periodic changes in fair value on the Company’s residential mortgage servicing rights, which are accounted for under the fair value option pursuant to ASC 825, Financial Instruments. While these amounts pertain to the residential mortgage banking segment, we view these gains to be peripheral and not revenue generated by its primary activities.

·                  The Company’s residential agency mortgage lending business is focused on originating Agency-conforming residential mortgages primarily through our direct, wholesale, and correspondent channels. Loans are typically sold within 30 days after origination into a liquid market on a servicing retained basis. Our residential agency mortgage loans are held-for-sale, at fair value, on the Company’s Consolidated Balance Sheet. Although the guidance within Rule 9-04.1 of Regulation S-X, requires a separate category for Interest and fees on loans (including origination fees), we note that ASC 310-20-15-3C, Nonrefundable fees and other costs, states that, “The guidance in this Subtopic does not apply to the following transactions…… c) Nonrefundable fees and costs associated with originating or acquiring loans that are carried at fair value if the changes in fair value are included in earnings of a business entity.” We have concluded that these loans fit squarely within the above exception in the ASC 310 guidance since they are carried at fair value and will be typically be sold within 30 days.

We consider the substance and business use of these loans to be different from our other categories of loans that are held-for-investment, where, under ASC 310-10, the Company defers origination fees and costs at origination and amortizes them under the effective interest method over the life of the loan pursuant to ASC 835, Interest. The origination fees on these residential agency loans represent part of the margin on the sale of the originated loan, rather than interest earned over a specified period of time for holding the asset and, in our view, should be characterized differently. For example, during the year ended December 31, 2017, we recognized interest income of $4.0 million, or 2.9% of the total interest income recognized by the Company. The $4.0 million of interest income was recognized based upon the principal amount outstanding and contractual rates for the approximate 30 day period in which the loans are on the Company’s balance sheet, but prior to sale. During the year ended December 31, 2017, we incurred interest expense of $3.1

3

million on these loans, which represents the borrowing costs incurred for warehousing these loans prior to their sale. In the event we were to recognize loan origination fees on these loans as an effective yield adjustment, we believe this would artificially inflate and distort the net interest margin for this loan portfolio, since these loan origination fees do not represent interest earned over a specified period of time for holding the asset, but represent revenue associated with the sale of the loan.

·                  We acknowledge the Staff’s comment in regards to the characterization of correspondent fees and other direct loan expenses, including the provision for loan indemnification as a reduction of non-interest income rather than as non-interest expense. Our initial concerns with classifying correspondent fees and other direct loan expenses in an alternate manner were that these amounts would distort the income statement presentation as it relates to our other operating segments and reduce the overall comparability to our competitors in the small business commercial loan origination and acquisition business, which unlike us do not also operate in the residential agency loan origination business.

In order to address the Staff’s comment, the Company proposes the following:

In future filings, commencing with the Company’s Form 10-K for the year ended December 31, 2018, the Company will revise its Consolidated Statements of Income presentation to include “correspondent fees and other direct loan expenses, including the provision for loan indemnification” associated with our residential mortgage banking business, within the “Non-interest expense” category under the caption “Variable expenses on residential mortgage banking activities”:

For the Year Ended December 31,

(In Thousands, except share data)

2017

2016

2015

Interest income

$

138,305

$

137,023

$

148,955

Interest expense

(74,646

)

(57,772

)

(47,806

)

Net   interest income before provision for loan losses

$

63,659

$

79,251

$

101,149

Provision for   loan losses

(2,363

)

(7,819

)

(19,643

)

Net   interest income after provision for loan losses

$

61,296

$

71,432

$

81,506

Non-interest   income

Residential mortgage   banking activities

$

83,437

$

7,630

$

—

Net realized   gain on financial instruments

19,329

6,914

181

Net unrealized   gain on financial instruments

7,000

17,937

5,732

Other income

8,458

9,161

14,431

Servicing   income, net of amortization and impairment of $6,020, $7,732 and $10,499

22,994

8,658

5,133

Gain on bargain   purchase

—

15,218

—

Total   non-interest income

$

141,218

$

65,518

$

25,477

Non-interest   expense

Employee   compensation and benefits

$

(55,039

)

$

(24,827

)

$

(18,949

)

Allocated   employee compensation and benefits from related party

(3,843

)

(3,668

)

(3,323

)

Variable   expenses on residential mortgage banking activities

(41,737

)

(597

)

—

Professional   fees

(8,921

)

(13,420

)

(6,954

)

Management fees   — related party

(8,059

)

(7,432

)

(7,260

)

Incentive fees —   related party

—

—

(965

)

Loan servicing   expense

(10,323

)

(4,611

)

(4,347

)

Other operating   expenses

(26,939

)

(17,180

)

(11,954

)

Total   non-interest expense

$

(154,861

)

$

(71,735

)

$

(53,752

)

Income from   continuing operations before provision for income taxes

$

47,653

$

65,215

$

53,231

Provision for   income taxes

(1,839

)

(9,651

)

(7,810

)

Net income from   continuing operations

$

45,814

$

55,564

$

45,421

Discontinued   operations

Loss from   discontinued operations (including loss on disposal of $2,695 in 2016)

$

—

$

(3,538

)

$

(5,103

)

Income tax   benefit

—

1,380

4,450

Loss from   discontinued operations

$

—

$

(2,158

)

$

(653

)

Net   income

$

45,814

$

53,406

$

44,768

Less: Net income   attributable to non-controlling interest

2,524

4,237

4,385

Net   income attributable to Sutherland Asset Management Corporation

$

43,290

$

49,169

$

40,383

4

We believe this achieves both the level of transparency and comparability that is most useful to our investors, whilst more clearly conforming with the guidance set forth in Rule 9-04 of Regulation S-X.

If deemed to be appropriate, the Company will provide this presentation in its future Form 10-K and 10-Q filings.

If you have any questions or comments regarding this response, please call the undersigned at (212) 257-4607. Thank you for your attention to this matter.

Very   truly yours,

/s/   Frederick Herbst

Frederick   Herbst

Chief   Financial Officer

5

February 7, 2019
Frederick Herbst
Chief Financial Officer
Ready Capital Corporation
1140 Avenue of the Americas, 7th Floor
New York, NY 10036
Re:Sutherland Asset Management Corporation
Form 10-K for the year ended December 31, 2017
Filed March 16, 2018
File No. 001-35808
Dear Mr. Herbst:
            We have reviewed your February 1, 2019 response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
January 31, 2019 letter.
Form 10-K for the year ended December 31, 2017
Consolidated Statements of Income, page 115
1.We note your response to comment 3.  We continue to be unclear how you determined
that the current presentation of "gains on residential mortgage banking activities, net of
variable loan expenses" is compliant with Rule 9-04 of Regulation S-X.  Please
specifically address the following:
•Explain to us why realized and unrealized gains and losses on residential mortgage
loans and unrealized gains (loss) on IRLCs and other derivatives are characterized as
non-interest income while realized and unrealized gains on other financial instruments
are presented below total non-interest expense.  Additionally, tell us why a $4 million
unrealized loss and a $6.9 million unrealized gain on residential mortgage banking
financial instruments were recorded in 2017 and 2016, respectively, in "Net unrealized

 FirstName LastNameFrederick Herbst
 Comapany NameReady Capital Corporation
 February 7, 2019 Page 2
 FirstName LastName
Frederick Herbst
Ready Capital Corporation
February 7, 2019
Page 2
gain on financial instruments" rather than with the other residential mortgage banking
gains and losses recorded within non-interest income. Within your response, please
reference the authoritative literature management relied upon.
•Cite specific authoritative literature to support your position that loan origination fee
income on loans carried at fair value should not be classified as interest income in
accordance with Rule 9-04.1 of Regulation S-X.  We note that origination fees on
loans carried at fair value are not deferred and amortized like the origination fees on
loans held for investment.  However, please clarify for us how you determined that the
timing of revenue recognition would impact the characterization of recognized fees on
the statements of income.
•Cite specific authoritative literature to support your policy of presenting
"correspondent fees and other direct loan expenses, including the provision for loan
indemnification" as a reduction of the related income rather than as an expense.
            You may contact Kristi Marrone at (202) 551-3429 or Jennifer Monick at (202) 551-3295
if you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Real Estate and
Commodities

CORRESP
1
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February 1, 2019

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Kristi Marrone and Jennifer Monick

Re:      Sutherland Asset Management Corporation

Form 10-K for the year ended December 31, 2017

Filed March 16, 2018

File No. 001-35808

Dear Mses. Marrone and Monick:

This letter is being submitted in response to the comment letter dated January 31, 2019 (the “Comment Letter”) addressed to Frederick Herbst, Chief Financial Officer of Ready Capital Corporation (formerly named Sutherland Asset Management Corporation) (the “Company”) relating to the Company’s Form 10-K for the year ended December 31, 2017 (the “Form 10-K”). For your convenience, each comment is repeated below, followed by the Company’s response.

Form 10-K for the year ended December 31, 2017

Return Information, page 80

1.              We note your response to comment 1. The reconciliation of Net Income to Core Earnings on page 97 is for the years ended December 31, 2017, 2016 and 2015. The non-GAAP measures based on Core Earnings on page 80 are for the quarter ended December 31, 2017. As previously requested, please include a reconciliation of Net Income to Core Earnings for any period for which you present a non-GAAP measure based on Core Earnings.

Response: We acknowledge the Staff’s comment, and, in future filings, the Company proposes to include the following disclosure, for all periods presented, under the respective sections of the Non-GAAP Financial Measures within the Management’s Discussion and Analysis of Financial Condition and Results of Operation:

1

Three Months Ended

(in thousands)

December 31, 2017

September 30, 2017

Change

Net   Income

$

12,730

$

12,374

$

356

Reconciling   items:

Unrealized   (gain) loss on MBS

24

(194

)

218

Unrealized   (gain) loss on MSRs

47

1,728

(1,681

)

Total   reconciling items

$

71

$

1,534

$

(1,463

)

Income tax   adjustments

(359

)

(1,037

)

678

Core   earnings

$

12,442

$

12,871

$

(429

)

We also advise the Staff that we will include an explanation in future filings of the differences between GAAP ROE and Core ROE.  In addition, we note that the difference between GAAP ROE and CORE ROE flows entirely from the difference between Net Income and Core Earnings.

Non-GAAP Financial Measures, page 96

2.              We note your response to comment 2 and your explanation related to the adjustment for unrealized gains and losses on MBS. As previously requested, please also tell us and expand your definition in future filings to clarify why the realized gain or loss on a particular category of MBS and the unrealized gain or loss on MSRs are excluded from Core Earnings. Reference is made to Item 10(e) of Regulation S-K.

Response: The Company will clarify in future filings that, in calculating Core Earnings, Net Income (in accordance with GAAP) is adjusted to exclude realized gains and losses on certain MBS securities considered to be non-core. Certain MBS positions are considered to be non-core due to a variety of reasons which may include collateral type, duration, and size. In 2016, the Company liquidated the majority of its non-core MBS portfolio to fund its core and recurring operating segments.

The Company respectfully notes that as of December 31, 2016, the total MBS balance was $32.4 million, compared to $213.5 million as of December 31, 2015, demonstrating the divestiture of certain non-core assets during 2016. The remaining MBS were deemed to be fundamental and a recurring part of our business and realized gains and losses on these assets are not adjusted to calculate Core Earnings.

In addition, the Company will clarify in future filings that, in calculating Core Earnings, Net Income (in accordance with GAAP) is adjusted to exclude unrealized gains or losses on Residential MSRs, held at fair value. The Company treats its commercial mortgage servicing rights and residential mortgage servicing rights as two separate classes based on the nature of the underlying mortgages and its treatment of these assets as two separate pools for risk management purposes. Servicing rights relating to our small business

2

commercial business are accounted for under ASC 860, Transfers and Servicing, while the Company’s residential mortgage servicing rights are accounted for under the fair value option under ASC 825, Financial Instruments. In calculating Core Earnings, Net Income (in accordance with GAAP) is adjusted to exclude unrealized gains or losses on Residential MSRs, held at fair value. We do not exclude realized gains or losses on either commercial mortgage servicing rights or residential mortgage servicing rights, held at fair value as servicing income is a fundamental part of this business and as an indicator of the ongoing performance.

Consolidated Statements of Income, page 115

3.              We note your response to comment 4. Please tell us specifically why you have 1) included realized and unrealized gains and losses of residential mortgage loans held for sale, at fair value and unrealized gains (loss) on IRLCs and other derivatives with noninterest income rather than with realized and unrealized gains below non-interest expense, 2) characterized loan origination fee income on residential mortgage loans as non-interest income rather than as interest income (see Rule 9-04.1 of Regulation S-X) and 3) characterized correspondent fees and other direct loan expenses, including provision for loan indemnification as a reduction of non-interest income rather than as non-interest expense. Please refer to Rule 9-04 of Regulation S-X.

Response: The Company’s primary business is focused on originating and acquiring small balance commercial loans. We also originate residential agency loans as part of our residential mortgage banking operating segment, which generates variable revenue and incurs variable expenses directly related to loan origination and sale activity. This primarily consists of the revenue generated by realized gains on sales of residential loans held for sale and loan origination fee income, offset by direct costs, such as correspondent fee expenses and other direct expenses relating to these loans, which vary based on loan origination volumes.

We respectfully advise the Staff that we believe our Exchange Act periodic reports currently provide investors with all pertinent information regarding our gains on residential mortgage banking activities and the material components of these amounts. As you previously acknowledged, on page 150 of our Form 10-K for the year ended December 31, 2017 under Note 10 — Gains on residential mortgage banking activities, net, the Company provided a tabular presentation of the components of gains on residential mortgage banking activities for each material category of revenue and expense.

We believe that separately disclosing each component of the variable revenue and expense on these residential loans on the Consolidated Statements of Income distorts the presentation of other income and expense categories when combined with our other operating businesses, due to the magnitude of the variability in these items, relative to the size and nominal amount of equity allocated to this operating business.

3

We have included realized and unrealized gains and losses of residential mortgage loans held for sale, at fair value and unrealized gains (loss) on IRLCs and other derivatives within non-interest income rather than with realized and unrealized gains below non-interest expense, since classifying these in an alternate manner would distort the income statement presentation of realized and unrealized gains attributable to our other operating segments and reduce the overall comparability to our competitors, whom largely operate in the small business commercial loan origination and acquisition businesses, rather than residential agency loan origination business. Additionally, we have characterized correspondent fees and other direct loan expenses, including the provision for loan indemnification as a reduction of non-interest income rather than as non-interest expense as these expenses are variable and directly attributable to the sales of these loans. Classifying these items in an alternate manner would distort the income statement presentation as it relates to our other operating segments and reduce the overall comparability to our competitors, for similar reasons as discussed above.

We have characterized loan origination fee income on residential mortgage loans as non-interest income rather than as interest income, due to the fact that these loans are held-for-sale, at fair value, and not retained as held-for-investment on the Company’s Consolidated Balance Sheet. For loans held at fair value, and loans, held for sale, at fair value, pursuant to ASC 825, the Company reports origination fee income as revenue, rather than interest. These fees are excluded from the fair value of the loans. Origination fees for loans, held at fair value, and loans, held for sale, at fair value, are presented in the consolidated statements of income in other non-interest income. For loans, held-for-investment, under ASC 310-10, the Company defers these origination fees and costs at origination and amortizes them under the effective interest method over the life of the loan pursuant to ASC 835, Interest.

For these reasons, the Company believes that our current presentation of gains on our residential mortgage banking activities, net, is the most transparent and relevant information for financial statement users.

The Company will continue to provide this information in its Form 10-K filings and will also continue to provide a similar table in future Form 10-Q filings if deemed to be appropriate based on materiality and other relevant considerations.

If you have any questions or comments regarding this response, please call the undersigned at (212) 257-4607. Thank you for your attention to this matter.

Very   truly yours,

/s/   Frederick Herbst

Frederick   Herbst

Chief   Financial Officer

4

January 31, 2019
Frederick Herbst
Chief Financial Officer
Ready Capital Corporation
1140 Avenue of the Americas, 7th Floor
New York, NY 10036
Re:Sutherland Asset Management Corporation
Form 10-K for the year ended December 31, 2017
Filed March 16, 2018
File No. 001-35808
Dear Mr. Herbst:
            We have reviewed your January 4, 2019 response to our comment letter 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
December 21, 2018 letter.
Form 10-K for the year ended December 31, 2017
Return Information, page 80
1.We note your response to comment 1. The reconciliation of Net Income to Core Earnings
on page 97 is for the years ended December 31, 2017, 2016 and 2015.  The non-GAAP
measures based on Core Earnings on page 80 are for the quarter ended December 31,
2017.  As previously requested, please include a reconciliation of Net Income to Core
Earnings for any period for which you present a non-GAAP measure based on Core
Earnings.
Non-GAAP Financial Measures, page 96
2.We note your response to comment 2 and your explanation related to the adjustment for
unrealized gains and losses on MBS.  As previously requested, please also tell us and

 FirstName LastNameFrederick Herbst
 Comapany NameReady Capital Corporation
 January 31, 2019 Page 2
 FirstName LastName
Frederick Herbst
Ready Capital Corporation
January 31, 2019
Page 2
expand your definition in future filings to clarify why the realized gain or loss on a
particular category of MBS and the unrealized gain or loss on MSRs are excluded from
Core Earnings. Reference is made to Item 10(e) of Regulation S-K.
Consolidated Statements of Income, page 115
3.We note your response to comment 4.  Please tell us specifically why you have 1)
included realized and unrealized gains and losses of residential mortgage loans held for
sale, at fair value and unrealized gains (loss) on IRLCs and other derivatives with non-
interest income rather than with realized and unrealized gains below non-interest expense,
2) characterized loan origination fee income on residential mortgage loans as non-interest
income rather than as interest income (see Rule 9-04.1 of Regulation S-X) and 3)
characterized correspondent fees and other direct loan expenses, including provision for
loan indemnification as a reduction of non-interest income rather than as non-interest
expense.  Please refer to Rule 9-04 of Regulation S-X.
            You may contact Kristi Marrone at (202) 551-3429 or Jennifer Monick at (202) 551-3295
if you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Real Estate and
Commodities

CORRESP
1
filename1.htm

January 4, 2019

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Kristi Marrone and Jennifer Monick

Re:                 Sutherland Asset Management Corporation

Form 10-K for the year ended December 31, 2017

Filed March 16, 2018

File No. 001-35808

Dear Mses. Marrone and Monick:

This letter is being submitted in response to the comment letter dated December 21, 2018 (the “Comment Letter”) addressed to Frederick Herbst, Chief Finance Officer of Ready Capital Corporation (formerly named Sutherland Asset Management Corporation) (the “Company”) relating to the Company’s Form 10-K for the year ended December 31, 2017 (the “Form 10-K”). For your convenience, each comment is repeated below, followed by the Company’s response.

Form 10-K for the year ended December 31, 2017

Return Information, page 80

1.              We note several non-GAAP measures disclosed in the tables on pages 80 and 81: Core Earnings per Common Share, Core Return on Equity per Common Share and Core ROE. To the extent that these measures are presented in future filings, please include a reconciliation of Core Earnings to Net Income for any period that you present a non-GAAP measure based on Core Earnings. In addition, with respect to your presentation of Core ROE in the table at the top of page 81, please include an explanation of any differences between GAAP ROE and CORE ROE. For example, GAAP ROE for FY 2017 is 17.0% and CORE ROE for FY 2017 is 17.6% for one line item in your table; please revise to include an explanation of this 0.6% difference. Reference is made to Item 10(e) of Regulation S-X.

Response: We acknowledge the Staff’s comment and advise the Staff that a reconciliation of Net Income to Core Earnings is already provided on page 97 of the Form 10-K.  We also advise the Staff that we will include an explanation in future filings of the differences between GAAP ROE and Core ROE.  In addition, we note that the difference between GAAP ROE and CORE ROE flows entirely from the difference between Net Income and Core Earnings.

Non-GAAP Financial Measures, page 96

2.              We note that Core Earnings excludes unrealized and realized gains and losses on certain MBS and unrealized gains or losses on MSRs. Please tell us and expand your definition in future filings to clarify how you determine if the gain or loss on a particular category of MBS is excluded from Core Earnings. In addition, please tell us and revise future filings to disclose the reasons why you believe that the exclusion of these gains or losses provides useful information to investors. Reference is made to Item 10(e) of Regulation S-K.

Response: The Company will clarify in future filings that, in calculating Core Earnings, Net Income (in accordance with GAAP) is adjusted to exclude unrealized gains and losses on MBS acquired by the Company in the secondary market, but is not adjusted to exclude unrealized gains and losses on MBS retained by the Company as part of the Company’s loan origination businesses (such as, for example, in the case of the Company’s Freddie Mac Multifamily SBL program), where the Company transfers originated loans into an MBS securitization and retains an interest in the securitization.   The Company will also clarify in future filings that, in calculating Core Earnings, the reason the Company does not adjust Net Income to take into account unrealized gains and losses on MBS retained by the Company as part of the Company’s loan origination businesses is that the Company considers the unrealized gains and losses that are generated in the loan origination and securitization process to be a fundamental part of this business and as an indicator of the ongoing performance and credit quality of the Company’s historical loan originations.  The Company will also clarify that this distinction provides useful information to investors in helping them develop an understanding of the performance and value creation of its origination franchises.

Liquidity and Capital Resources, page 99

3.              We note that you account for repurchase agreements as collateralized financing transactions. As previously requested in the Staff comment letter dated June 7, 2016, please disclose in future filings the average quarterly balances of your repurchase agreements for each of the past three years. In addition, please quantify the period end balance for each of those quarters and the maximum balance at any month-end. Also explain the causes and business reasons for any significant variances among these amounts.

Response: In response to the Staff’s comment, in future filings, the Company proposes to include the following disclosure under the “Liquidity and Capital Resources” section within “Management’s Discussion and Analysis of Financial Condition and Results of Operation”:

2

Collateralized Borrowings Under Repurchase Agreements

The following table presents the amount of collateralized borrowings outstanding under repurchase agreements as of the end of each quarter, the average amount of collateralized borrowings outstanding under repurchase agreements during the quarter and the highest balance of any month end during the quarter (dollars in thousands):

Quarter End

Quarter End Balance

Average Balance in
   Quarter

Highest Month End
   Balance in Quarter

Q4 2015

$

644,137

$

706,555

$

768,972

Q1 2016

614,613

629,375

614,613

Q2 2016

568,837

591,725

568,837

Q3 2016

581,773

575,305

592,180

Q4 2016

600,852

591,313

745,573

Q1 2017

632,951

616,902

632,951

Q2 2017

520,169

576,560

520,169

Q3 2017

320,371

420,270

433,183

Q4 2017

382,612

351,492

382,612

The net decrease in the outstanding balances during 2016 was primarily due to the repayment of borrowings under repurchase facilities as a result of proceeds provided by our securitization activities during 2016.

The net decrease in the outstanding balances during 2017 was primarily due to the proceeds provided by our convertible note issuance of approximately $115.0 million and proceeds provided by our senior secured notes of approximately $142.0 million, which were used to pay-down borrowings under repurchase agreements of approximately $218.2 million.

The Company also advises the Staff that, unlike certain mortgage REITs that use borrowings under repurchase agreements to finance their MBS portfolio, the Company uses borrowings under repurchase agreements primarily as part of the Company’s loan origination business and repays such borrowings as securitizations are created into which loans are transferred.

Consolidated Statements of Income, page 115

4.              We note your presentation of the line item labeled Gains on residential mortgage banking activities, net of variable loan expenses. Please tell us how your presentation of this line item complies with Rule 9-04 of Regulation S-X.

3

Response: Rule 9-04 of Regulation S-X provides that “the purpose of this section is to indicate the various items which, if applicable, should appear on the face of the statement of comprehensive income or in the notes thereto.”  The Company advises the Staff that in Note 10 — Gains on residential mortgage banking activities, net of variable loan expenses, on page 150 of the Form 10-K, the Company has provided a tabular presentation of the components of gains on residential mortgage banking activities for each material category of revenue and expense.  Accordingly, the Company believes that the Company’s presentation of the line item Gains on residential mortgage banking activities, net of variable loan expenses, complies with Rule 9-04 of Regulation S-X.

Notes to the Consolidated Financial Statements

Note 3 - Summary of Significant Accounting Policies

Loans, held at fair value, page 122

5.              We note you transfer loans held at fair value to loans, held-for-investment upon the completion of securitization. Please clarify for us if you cease to account for these loans at fair value upon transfer. To the extent you do not continue to account for these loans, held-for-investment at fair value, please tell us how you complied with ASC 825-10-25-2, which states that the fair value option shall be irrevocable unless a new election date occurs.

Response: The Company separately presents certain loans as loans held at fair value on the Balance Sheet to provide users of the Company’s financial statements information on those loans intended to be securitized utilizing one or more real estate mortgage investment conduits (“REMIC”). The Company elected the fair value option per ASC 825-10-25 on those loans and determined this policy was appropriate due to the unique tax treatment of REMIC transactions, specifically the taxable gain or loss resulting from the legal true sale of loans to the REMIC and the subsequent sale of REMIC regular interests.

The Company determined that the securitization event and subsequent consolidation of the REMIC (as a variable interest entity), per guidance described in ASC 810, Consolidation, qualifies as an “An event that requires an eligible item to be measured at fair value at the time of the event but does not require fair value measurement at each reporting date after that, excluding the recognition of impairment under lower-of-cost-or-market accounting or other-than-temporary impairment,” per ASC 825-10-25-4(e). The Company’s activities are consistent with the examples presented in ASC 825-10-25-5, specifically, “Consolidation or deconsolidation of a subsidiary or VIE,” as stated in ASC 825-10-25-5(b). The fair value of the loan, upon initial consolidation of the VIE, is the cost basis which is accounted for under ASC 310, Receivables, consistent with the accounting for the other loans held on the Company’s balance sheet.

Servicing rights, page 125

6.              We note your disclosure that servicing rights are recognized upon securitization of loans if servicing is retained. Please tell us how you determined it is appropriate to recognize servicing rights for a loan securitization. Please refer to ASC 860-50-25-2.

4

Response: The Company acknowledges the Staff’s comment and advises the Staff that the Company only recognizes servicing rights upon the sale of loans, which may include a securitization of loans that is accounted for as a sale in accordance with GAAP, if servicing is retained. The Company advises the Staff that it will revise the disclosure in future filings to state that “Servicing rights are recognized upon sale of loans, including a securitization of loans accounted for as a sale in accordance with GAAP, if servicing is retained.”

Schedule IV - Mortgage Loans on Real Estate, page 176

7.              We note your disclosure that applicable information on your loan portfolio is in Note 6. We are unable to locate your disclosure of interest rates and maturities in Note 6. Please advise or revise future filings to include this information, which may be stated in terms of ranges. Reference is made to Rule 12-29 of Regulation S-X.

Response: We acknowledge the Staff’s comment and confirm that in future filings, the Company will expand our disclosure under Schedule IV — Mortgage Loans on Real Estate within the Financial Statements and Supplementary Data section to include interest rates and maturity ranges to comply with Rule 12-29 of Regulation S-X.

If you have any questions or comments regarding this response, please call the undersigned at (212) 257-4607. Thank you for your attention to this matter.

Very   truly yours,

/s/ Frederick Herbst

Frederick   Herbst

Chief   Financial Officer

5

December 21, 2018
Frederick Herbst
Chief Financial Officer
Ready Capital Corporation
1140 Avenue of the Americas, 7th Floor
New York, NY 10036
Re:Sutherland Asset Management Corporation
Form 10-K for the year ended December 31, 2017
Filed March 16, 2018
File No. 001-35808
Dear Mr. Herbst:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the year ended December 31, 2017
Return Information, page 80
1.We note several non-GAAP measures disclosed in the tables on pages 80 and 81: Core
Earnings per Common Share, Core Return on Equity per Common Share and Core ROE.
To the extent that these measures are presented in future filings, please include a
reconciliation of Core Earnings to Net Income for any period that you present a non-
GAAP measure based on Core Earnings.  In addition, with respect to your presentation of
Core ROE in the table at the top of page 81, please include an explanation of any
differences between GAAP ROE and CORE ROE.  For example, GAAP ROE for FY
2017 is 17.0% and CORE ROE for FY 2017 is 17.6% for one line item in your table;
please revise to include an explanation of this 0.6% difference.  Reference is made to Item
10(e) of Regulation S-X.
Non-GAAP Financial Measures, page 96

 FirstName LastNameFrederick Herbst
 Comapany NameReady Capital Corporation
 December 21, 2018 Page 2
 FirstName LastNameFrederick Herbst
Ready Capital Corporation
December 21, 2018
Page 2
2.We note that Core Earnings excludes unrealized and realized gains and losses on certain
MBS and unrealized gains or losses on MSRs.  Please tell us and expand your definition
in future filings to clarify how you determine if the gain or loss on a particular category of
MBS is excluded from Core Earnings.  In addition, please tell us and revise future filings
to disclose the reasons why you believe that the exclusion of these gains or losses provides
useful information to investors.  Reference is made to Item 10(e) of Regulation S-K.
Liquidity and Capital Resources, page 99
3.We note that you account for repurchase agreements as collateralized
financing transactions.  As previously requested in the Staff comment letter dated June 7,
2016, please disclose in future filings the average quarterly balances of your repurchase
agreements for each of the past three years.  In addition, please quantify the period end
balance for each of those quarters and the maximum balance at any month-end.  Also
explain the causes and business reasons for any significant variances among these
amounts.
Consolidated Statements of Income, page 115
4.We note your presentation of the line item labeled Gains on residential mortgage banking
activities, net of variable loan expenses.  Please tell us how your presentation of this line
item complies with Rule 9-04 of Regulation S-X.
Notes to the Consolidated Financial Statements
Note 3 - Summary of Significant Accounting Policies
Loans, held at fair value, page 122
5.We note you transfer loans held at fair value to loans, held-for-investment upon the
completion of securitization.  Please clarify for us if you cease to account for these loans
at fair value upon transfer.  To the extent you do not continue to account for these loans,
held-for-investment at fair value, please tell us how you complied with ASC 825-10-25-2,
which states that the fair value option shall be irrevocable unless a new election date
occurs.
Servicing rights, page 125
6.We note your disclosure that servicing rights are recognized upon securitization of loans if
servicing is retained.  Please tell us how you determined it is appropriate to recognize
servicing rights for a loan securitization.  Please refer to ASC 860-50-25-2.
Schedule IV - Mortgage Loans on Real Estate, page 176
7.We note your disclosure that applicable information on your loan portfolio is in Note 6.
We are unable to locate your disclosure of interest rates and maturities in Note 6.  Please
advise or revise future filings to include this information, which may be stated in terms of

 FirstName LastNameFrederick Herbst
 Comapany NameReady Capital Corporation
 December 21, 2018 Page 3
 FirstName LastName
Frederick Herbst
Ready Capital Corporation
December 21, 2018
Page 3
ranges.  Reference is made to Rule 12-29 of Regulation S-X.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Kristi Marrone at (202) 551-3429 or Jennifer Monick at (202) 551-
3295 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate and
Commodities

CORRESP
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July 25, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3233

100 F Street, N.E.

Washington, D.C. 20549-3720

Attention:    Stacie D. Gorman

Re:

Request for   Acceleration of Effectiveness

Sutherland Asset   Management Corporation

Registration   Statement on Form S-3

File   No. 333-219213

Dear Ms. Gorman:

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), Sutherland Asset Management Corporation (the “Company”) hereby requests that the effectiveness for the above-captioned Registration Statement on Form S-3 (as amended through the date hereof) filed under the Securities Act be accelerated to 5:00 p.m., New York City time, on July 27, 2017, 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.

[Signature page follows]

Sincerely,

Sutherland Asset Management   Corporation

/s/ Frederick C. Herbst

Frederick C. Herbst

Chief Financial Officer

CORRESP
1
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VIA EDGAR

July 19, 2017

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3233

100 F Street, N.E.

Washington, D.C. 20549-3720

Attention: Stacie D. Gorman

Re:                             Withdrawal of  Request for Acceleration of Effectiveness

Sutherland Asset Management Corporation

Registration Statement on Form S-3

(File No. 333- 219213)

Dear Ms. Gorman:

On July 18, 2017, in accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), Sutherland Asset Management Corporation (the “Company”) requested that the effectiveness for the above-captioned Registration Statement on Form S-3 (as amended through the date thereof) filed under the Securities Act be accelerated to 4:00 p.m., New York City time, on July 20, 2017, or as soon thereafter as practicable (the “Acceleration Request”). The Company hereby withdraws the Acceleration Request until further notice.

[Signature page follows]

Sincerely,

By:

/s/ Frederick C. Herbst

Name: Frederick C.   Herbst

Title: Chief Financial   Officer

Mail Stop 3233

July 18, 2017

Via E -mail
Thomas Capasse
Chairman and Chief Executive Officer
Sutherland Asset Management Corporation
1140 Avenue of the Americas, 7th Floor
New York, NY 10036

Re: Sutherland Asset Management Corporation
  Registration Statement on Form S-3
Filed  July 7, 2017
  File No.  333-219213

Dear Mr. Capasse :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact me at (202)  551-3585 with any questio ns.

Sincerely,

 /s/ Stacie D. Gorman

 Stacie D. Gorman
Senior Counsel
Office of Real Estate and
Commodities

cc: Jay L. Bernstein, Esq. ( via e -mail)

CORRESP
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July 18, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3233

100 F Street, N.E.

Washington, D.C. 20549-3720

Attention:       Stacie D. Gorman

Re:

Request for   Acceleration of Effectiveness

Sutherland Asset   Management Corporation

Registration   Statement on Form S-3

File   No. 333-219213

Dear Ms. Gorman:

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), Sutherland Asset Management Corporation (the “Company”) hereby requests that the effectiveness for the above-captioned Registration Statement on Form S-3 (as amended through the date hereof) filed under the Securities Act be accelerated to 4:00 p.m., New York City time, on July 20, 2017, 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.

[Signature page follows]

Sincerely,

Sutherland Asset Management   Corporation

/s/ Frederick C. Herbst

Frederick C. Herbst

Chief Financial Officer

CORRESP
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June 30, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3233

100 F Street, N.E.

Washington, D.C. 20549-3720

Attention:      Tom Kluck

Re:

Request for   Acceleration of Effectiveness

Sutherland Asset   Management Corporation

Registration   Statement on Form S-3

File   No. 333-217810

Dear Mr. Kluck:

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), Sutherland Asset Management Corporation (the “Company”) hereby requests that the effectiveness for the above-captioned Registration Statement on Form S-3 (as amended through the date hereof) filed under the Securities Act be accelerated to 2:30 p.m., New York City time, on July 3, 2017, 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.

[Signature page follows]

Sincerely,

Sutherland Asset Management   Corporation

/s/ Frederick C. Herbst

Frederick C. Herbst

Chief Financial Officer

CORRESP
1
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June 29, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3233

100 F Street, N.E.

Washington, D.C. 20549-3720

Attention:      Tom Kluck

Re:

Request for   Acceleration of Effectiveness

Sutherland Asset   Management Corporation

Registration   Statement on Form S-3

File   No. 333-217810

Dear Mr. Kluck:

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), Sutherland Asset Management Corporation (the “Company”) hereby requests that the effectiveness for the above-captioned Registration Statement on Form S-3 (as amended through the date hereof) filed under the Securities Act be accelerated to 4:00 p.m., New York City time, on July 3, 2017, 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.

[Signature page follows]

Sincerely,

Sutherland Asset Management   Corporation

/s/ Frederick C. Herbst

Frederick C. Herbst

Chief Financial Officer

CORRESP
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June 16, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3233

100 F Street, N.E.

Washington, D.C. 20549-3720

Attention:                 Tom Kluck

Re:          Request for Acceleration of Effectiveness

Sutherland Asset Management Corporation

Registration Statement on Form S-3

File No. 333-217810

Dear Mr. Kluck:

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), Sutherland Asset Management Corporation (the “Company”) hereby requests that the effectiveness for the above-captioned Registration Statement on Form S-3 (as amended through the date hereof) filed under the Securities Act be accelerated to 4:00 p.m., New York City time, on June 20, 2017, 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.

[Signature page follows]

Sincerely,

Sutherland Asset Management   Corporation

/s/ Frederick C. Herbst

Frederick C. Herbst

Chief Financial Officer

Mail Room 3233
May 17, 2017

Via E -mail
Thomas Capasse
Chief Executive Officer
Sutherland Asset Management Corporation
1140 Avenue of the Americas, 7th  Floor
New York, NY 10036

Re: Sutherland Asset Management Corporation
  Registration Statement on Form S-3
Filed  May 9, 2017
  File No.  333-217810

Dear Mr. Capasse :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Folake Ayoola, Senior Counsel, at (202) 551 -3673  with any questions.

Sincerely,

 /s/ Tom Kluck

Tom Kluck
Legal Branch Chief, Office of Real
Estate and Commodities

Cc: Jay L. Bernstein,  Esq.
Clifford Chance US LLP

October 20, 2016

Via E-mail
David E. Brown , Jr.
Alston & Bird LLP
The Atlantic Building
950 F Street, NW
Washington, DC 20004 -1404

Re: Zais Financial Corp.
Schedul e TO-I
Filed September 27, 2016
File No.  005-87416

Dear Mr. Brown :

We have reviewed your letter dated October 4, 2016 , responding to our comment letter
dated September 30, 2016, and without necessarily agreeing with your analysis, we have no
further comments  on this particular issue at this time .

*     *     *

 Please contact me at (202) 551 -3444 with any questions.

Sincerely,

/s/ Perry Hindin

Perry Hindin
Special Counsel
Office of Mergers and Acquisitions

CORRESP
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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

October 4, 2016

VIA EDGAR

Mr. Perry Hinden

Special Counsel – Office of Mergers and Acquisitions

Division of Corporation Finance

United States Securities and Exchange Commission

Washington, DC 20549

 Re: ZAIS Financial Corp.

Schedule TO-I

Filed September 27, 2016

File No. 005-87416

Dear Mr. Hinden:

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 September 30, 2016 in connection with your review of the Company’s Schedule TO-I, File No.
005-87416. 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.

 1. Please provide us an analysis as to whether the disclosed transactions violate Rule 102(a) of
Regulation M. In responding to this comment, please address the following questions.

 · Is the conversion of Sutherland common stock into the right to
receive 0.8356 shares of common stock of the Company a “distribution” (as defined in Rule 100(b) of Regulation M) of
the Company’s common stock?

 · If so, was the offer publicized to the Company’s shareholders
ahead of the filing of the Schedule TO-I during the restricted period (i.e., beginning with the day of mailing the proxy solicitation
materials, continuing through the end of the period in which the target shareholders can vote on the merger/exchange and including
any valuation period, if applicable) in such a way that it would be considered an “attempt to induce any person to bid for
or purchase” or “bid for” the Company’s common stock during the relevant period in violation of Rule 102(a)
of Regulation M? We note that the registration statement on Form S-4 relating to the Mergers has specific information as to the
price and timing of the tender offer.

Atlanta • Beijing • Brussels • Charlotte • Dallas • Los Angeles • New York • Research Triangle • Silicon Valley • Washington, D.C.

We respectfully submit
on behalf of the Company that although the offer of Company common stock to Sutherland Asset Management Corporation (“Sutherland”)
stockholders by means of the solicitation of proxies may be viewed as a “distribution”, the disclosures set forth in
the Company’s registration statement on Form S-4 (the “Form S-4”) should not be viewed as an attempt to induce
the bid for or purchase of the Company’s common stock prohibited by Regulation M.

Although Sutherland
has only approximately 32 holders of record of its common stock, its stockholders of record include a number of private investment
funds, such as its largest stockholder, Sutherland REIT Holdings, LP, whose primary or sole investment is Sutherland common stock.
Furthermore, the Company expects to issue approximately 25.9 million shares in the merger, which significantly exceeds the approximately
8.9 million shares outstanding prior to the merger. Accordingly, the Company understands that the conversion of Sutherland common
stock into the right to receive shares of Company common stock in the merger may be considered a “distribution” for
purposes of Regulation M; for purposes of this letter, we assume that it is.

As the Staff’s
comment notes, the relevant “restricted period” for the distribution of Company common stock to Sutherland stockholders
began when the joint proxy statement/prospectus was first mailed to Sutherland stockholders (August 30, 2016) and ended at the
special meeting of Sutherland stockholders at which they approved the merger by the requisite vote (held at 10:00 am on September
27, 2016). During this same period, the required vote of the holders of the Company’s common stock was also solicited by
means of the joint proxy statement/prospectus.

The parties first announced
the Company’s obligation to conduct the tender offer in the joint press release, dated April 7, 2016, announcing their entry
into the Agreement and Plan of Merger (as amended, the “Merger Agreement”). The Merger Agreement set forth the requirement
to conduct the tender offer, the permitted conditions for the tender offer, and the manner by which the tender offer price and
the exchange ratio for the shares of the Company’s common stock to be issued in the merger were to be computed. The same
day, the Company filed a Form 8-K describing the Merger Agreement and related transactions (including the tender offer), with the
press release and the Merger Agreement as exhibits.

On May 10, 2016, the
Company filed its initial Registration Statement on Form S-4, which included a preliminary joint proxy statement/prospectus to
be used to solicit approval of both sets of stockholders. As the tender offer was a material and integral part of the merger, and
was an express term of the Merger Agreement, the joint proxy statement/prospectus included (pursuant to Item 4 of Form S-4) a description
of the tender offer mechanics and timing and an illustrative computation of the tender offer price. Also, as required by Item 4(c)
of Form S-4, the Merger Agreement was incorporated by reference into the joint proxy statement/prospectus. Each subsequent amendment
to the Form S-4 included the same disclosures, as did the definitive joint proxy statement/prospectus that was mailed to Sutherland
stockholders and the Company’s stockholders.

The definitive joint
proxy statement/prospectus included an illustrative computation of the tender offer price (based on an illustrative computation
of the exchange ratio for the merger, each based on the parties’ respective June 30, 2016 balance sheet data). By press release
dated September 12, 2016 (which was filed by the Company on Form 8-K and incorporated by reference into the joint proxy statement/prospectus),
the parties jointly announced the final exchange ratio for the merger and a corresponding computation of the minimum tender offer
price (assuming maximum litigation-related costs and expenses of $750,000). The exchange ratio was determined based on an adjusted
book value per share for each of Sutherland and the Company as of July 31, 2016, and, as provided in the Merger Agreement, the
tender offer price was calculated as 95% of such adjusted book value per share, as further reduced by the Company’s pro-rata
share of (i) the $8,000,000 contractual termination payment to its external advisor, (ii) $4,064,000 related to the remaining recorded
value of intangible assets relating to the Company’s GMFS subsidiary, and (iii) litigation-related costs and expenses of
the parties.

    2

Following receipt of
required stockholder approvals of both parties on September 27, 2016, the Company commenced the tender offer. It is a condition
to consummation of the merger that the Company shall have accepted tendered shares for payment or terminated the tender offer,
and it is expected that the merger will close shortly after the tender offer is completed.

Although the merger
is structured such that the Company is the issuer of its common stock to the Sutherland stockholders, the merger is in every other
respect a “reverse” acquisition, i.e., an acquisition of the Company by Sutherland in which the Company’s stockholders
are being provided an opportunity to continue their existing investment in the combined company (by retaining their existing shares
of Company common stock) or to receive cash for their shares (by tendering their shares of Company common stock in the tender offer).
Sutherland’s stockholders are expected to own between 76% and 86% of the diluted common equity of the combined company (depending
on whether the tender offer is fully subscribed), the combined company’s board will consist of all of Sutherland existing
directors (plus one carryover director from the Company), Sutherland’s external advisor will replace the Company’s
existing external advisor, the combined company will take Sutherland’s name and will have a new ticker symbol, and the combined
company’s future financial reporting will be based on Sutherland’s historical financial statements, with purchase accounting
adjustments to reflect the acquisition of the Company.

The tender offer is
an integral part of the merger and cannot be “unbound” or “delinked” from that transaction. It is a condition
to closing of the merger that the tender offer be made, and it is the method by which the core economics of the transaction (acquisition
of the Company by Sutherland for a mix of stock and cash) is to be effected. The tender offer is structured to mimic, as closely
as possible, both the mechanics and the economic effect of a stock/cash election, which has not historically been viewed as raising
Regulation M concerns.

We note that the term
“bid” is not defined in Regulation M (the Commission chose not to carry over the Rule 10b-6 definition of “bid”)
and we do not believe that mere repetition of a previously disclosed contractual commitment to undertake a tender offer following
expiration of the distribution restricted period should be regarded as an impermissible Regulation M “bid” or an “inducement.”
It is illogical for a bid to have been made based on previously disclosed information that is not actionable until after the expiration
of the distribution restricted period. That is particularly the case where the tender offer was committed to, and first disclosed,
well before the restricted period began and is merely repeated in disclosure materials that are disseminated during the restricted
period in compliance with Securities Act and Regulation 14A disclosure obligations. The tender offer has been fully disclosed from
the first announcement of the transaction in April and has been fully disclosed in all subsequent Form S-4 filings. It is not a “new” feature of the transaction that was first announced during the distribution restricted period. It
is an “old and cold” feature, the impact of which has been fully reflected in the Company’s trading price for
many months preceding the Regulation M restricted period.

The Company’s
tender offer is not being made to the Sutherland stockholders who will receive shares of the combined company in the merger (i.e.,
the potential “investors” in the “distribution”). This is in contrast to other distribution period announcements
of post-distribution tender offers (such as the proposed tender offer about which the Staff expressed concerns in connection with
the CVS/Caremark merger) and open-market purchases (e.g., the Key Hospitality no-action letter and subsequent warrant offerings
using that approach) that raised Regulation M concerns. Each of those transactions involved circumstances where those purchasing
securities in the distribution could directly benefit from the promised tender offer or open-market purchases – that is,
those new investors would be eligible to tender their newly received shares or could sell their newly received warrants in the
open market, confident that there would be some level of price or liquidity support in the after-market. Although announcing a
tender offer that is timed to provide post-distribution after-market support for the securities that are being distributed may
raise Regulation M concerns, those concerns are not present here – in this transaction, the tender offer is only open to
the Company’s pre-merger shareholders, is not available to Sutherland stockholders who receive shares in the merger, and
in no way provides post-merger liquidity or price support for the securities issued in the merger.

    3

The
exchange ratio used to determine the number of shares issuable to Sutherland stockholders did not depend in any way on the Company’s
stock price, the tender offer price, or the success of the tender offer. In fact, the tender price is derived solely from the Company’s
balance sheet inputs to the exchange ratio, not the other way around. In other words, there is no possibility that the exchange
ratio for the merger (i.e., the “price” of the securities offered in the “distribution” to the Sutherland
stockholders) could have been manipulated, or artificially inflated through simultaneous market purchases, as a result of the required
disclosure of the planned tender offer in the merger proxy documents.

The value of the transaction
to Sutherland stockholders (and those Company stockholders who elect to retain their shares) will be based entirely on Sutherland’s
ability to deliver value in pursuit of its investment objectives, with its investment portfolio and loan origination activities,
not the historical portfolio of the Company (a large portion of which has already been liquidated) or its investment objectives
or origination activities. The value of the combined company’s stock being received by Sutherland shareholders certainly
is not driven by, and arguably is not correlated in any way with, the trading price of Company common stock or the tender offer
price. Sutherland has a different investment focus from the Company. The combined company will have a new investment manager, and
Sutherland’s business operations will dominate the combined company’s portfolio. The Company has already liquidated
most of its portfolio of whole loan mortgage loans, and it is expected that the remaining whole loans and residential MBS portfolio
will be largely liquidated by Sutherland over time and redeployed into commercial mortgage assets consistent with Sutherland’s
investment objectives. The combined company will inherit the Company’s legacy residential mortgage loan origination subsidiary,
but it is small in the context of Sutherland’s overall operations.

Disclosure of the tender
offer should not be considered an attempt to “induce a bid”. The tender offer is only a means by which shareholders
who tender and who already have approved the merger at the time the tender offer is commenced can receive cash in return for some
of their shares. Whether they keep their shares or cash out some or all of their shares, they still get essentially the same value
as a result of the merger or the tender offer.

Accordingly, we are
of the view that the inclusion of disclosures regarding the tender offer and the tender offer price in, or incorporated by reference
in, the joint proxy statement/prospectus should not be regarded as an “attempt to induce any person to bid for or purchase”
or “bid for” the Company’s common stock during the Regulation M restricted period.

    4

*       *       *

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, Justin Howard at
(404) 881-7758, or Dennis Garris at (202) 239-3452.

    Sincerely,

    /s/ David E. Brown, Jr.

    David E. Brown, Jr.

    cc:
    Michael Szymanski

    ZAIS Financial Corp.

    Scott M. Freeman

    James Brigagliano

    Christopher J. Restad

    Sidley Austin LLP

    Justin R. Howard

    Dennis O. Garris

    Alston & Bird LLP

    5

September 30, 2016

Via E-mail
David E. Brown , Jr.
Alston & Bird LLP
The Atlantic Building
950 F Street, NW
Washington, DC 20004 -1404

Re: Zais Financial Corp.
Schedul e TO-I
Filed September 27, 2016
File No.  005-87416

Dear Mr. Brown :

We have reviewed the above  filing and have the following comment.   All defined terms
used here have the same meaning as in the Offer to Purchase .

Offer to Purchase

General

1. Please provide us an analysis as to whether the disclosed transactions violate Rule 102(a)
of Regulation M.  In responding to this comment, please address the following questions:

 Is the conversion of Sutherland common stock into the right to receive 0.8356 shares
of common s tock of the Company a “distribution” (as defined in Rule 100(b) of
Regulation M) of the Company’s common stock?

 If so, was the offer publicized to the Company’s shareholders ahead of the filing of
the Schedule TO -I during the restricted period (i.e., begi nning with the day of mailing
the proxy solicitation materials, continuing through the end of the period in which the
target shareholders can vote on the merger/exchange and including any valuation
period, if applicable) in such a way that it would be cons idered an “attempt to induce
any person to bid for or purchase” or “bid for” the Company’s common stock during
the relevant restricted period in violation of Rule 102(a) of Regulation M?  We note
that the registration statement on Form S-4 relating to the  Merger s had specific
information as to the price and timing of the tender offer.

*     *     *

David E. Brown, Jr.
Alston & Bird LLP
September 30, 2016
Page 2

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings to be certain that the filing s include the information that the Securities Exchange
Act of 1934 and all applicable Exchange Act rules require.  Since the Company  and its
management is in possession of all facts relating to the disclosure, they are responsible for the
accuracy and adequacy of the disclosures th ey have made.

 In responding to our comments, please provide a written statement from the Company
acknowledging that:

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing s;

 staff comments or changes to disclosure in  response to staff comments do not foreclose
the Commission from taking any action with respect to the filing s; and

 the Company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securi ties laws of the United States.

Please direct any questions to me at (202) 551 -3444.  You may also contact me via
facsimile at (202) 772 -9203.   Please send all correspondence to us at the following ZIP code:
20549 -3628.

Sincerely,

/s/ Perry Hindin

Perry Hindin
Special Counsel
Office of Mergers and Acquisitions

Mail Stop 3233
August 29,  2016

Via E -mail
Ms. Donna Blank
Chief Financial Officer and Treasurer
ZAIS Financial Corp.
Two Bridge Avenue, Suite 322
Red Bank, New Jersey  07701

Re: ZAIS Financial Corp.
Form 10-K for the year ended December 31, 201 5
Filed March 10, 2016
File No. 001-35808

Form 10 -K/A for the year ended December 31, 201 5
Filed April 29, 201 6
File No. 001-35808

Dear Ms. Blank :

We have completed our review of your filings  on August 26, 2016 .  We remind you that
our comments or changes to disclosure in response to our comments do not foreclose the
Commission from taking any action with respect to the company or the filing s and the company
may not assert staff comments  as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.  We urge all persons who are
responsible for the accuracy and adequacy of the disclosure in the filing s to be certain that the
filing s include the information the Securities Exchange Act of 1934 and all applicable rules
require.

Sincerely,

 /s/ Jennifer Monick

Jennifer Monick
Assistant Chief Accountant
Office of Real Estate and
Commodities

CORRESP
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ZAIS Financial Corp.

Two Bridge Avenue

Suite 322

Red Bank, NJ 07701

August 26, 2016

VIA EDGAR SUBMISSION

Ms. Kim McManus

Senior Attorney – Office of Real Estate and Commodities

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 RE: ZAIS Financial Corp.

Amendment
No. 5 to Registration Statement on Form S-4

Filed
August 26, 2016

File
No. 333-211251

Ms.
McManus:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, ZAIS Financial Corp.
(the “Company”) hereby respectfully requests acceleration of the effective date of its Registration Statement
on Form S-4 (No. 333-211251) (the “Registration Statement”) so that it may become effective at 5
p.m., Eastern time, on Friday, August 26, 2016, or as soon as practicable thereafter.

In connection with
this request, the Company acknowledges the following:

 1. Should
the U.S. Securities and Exchange Commission (the “Commission”) or the Staff of the Division of Corporation
Finance of the Commission (the “Staff”), acting pursuant to delegated authority, declare the Registration Statement
effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement.

 2. The
action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective
does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration
Statement.

 3. The
Company 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.

Kim McManus

August 26, 2016

Page 2

Please contact Justin Howard (tel: 404-881-7758)
of Alston & Bird LLP with any questions you may have concerning this request, and please notify him when this request for acceleration
has been granted.

    Sincerely,

    ZAIS FINANCIAL CORP.

    By:
    /s/ Michael Szymanski

    Michael Szymanski

    Chief Executive Officer, President and Director

 cc: Justin R. Howard

Alston
& Bird LLP

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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

     2

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.

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One Atlantic Center

1201 West Peachtree Street

Atlanta, GA 30309-3424

404-881-7000

Fax: 404-253-8758

www.alston.com

    Justin R. Howard
    Direct Dial: 404-881-7758
    Email: justin.howard@alston.com

August 5, 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. 2 to Registration 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 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 comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
contained in your letter dated August 2, 2016 in connection with your review of Amendment No. 2 to the Registration Statement on
Form S-4, File No. 333-211251 and the Form 10-K for the fiscal year ended December 31, 2015 filed by ZAIS Financial on March 10,
2016. For ease of reference, the text of each of the Staff’s comments is set forth in this letter in bold with our response
immediately following each bolded comment. Concurrently with the submission of this letter, the Company has filed with the Commission
Amendment No. 3 to the Form S-4 to reflect these comments and other changes to the Form S-4.

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 reference into the registration statement, no later than the closing date of the exchange offer. Refer to Staff
Legal Bulletin No. 19.

Atlanta
• Beijing • Brussels •
Charlotte • Dallas • Los Angeles • New York • Research Triangle • Silicon Valley • Washington, D.C.

In response to the
Staff’s comment, we hereby confirm that the Company will file an appropriately unqualified opinion by post-effective amendment
or on Form 8-K, to the extent such filings are incorporated by reference into the registration statement, no later than the closing
date.

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.

In response to the
Staff’s comment, the Company uses the effective interest method to calculate the interest to be reclassified to the
interest income line in the consolidated statement of operations. An effective interest rate is calculated based on the
carrying amount of the loan and future expected cash flows over the life of the loan to provide a level-yield. The
level-yield is the discount rate that equates all the cash flows expected to be collected with the carrying amount of the
loan. The interest income amount is calculated by multiplying the level-yield by the carrying amount of the loan. The result
is reclassified from the change in unrealized gain/loss to interest income in the consolidated statement of operations. The
Company updates its cash flow projections for the loans each quarter, and applies this same methodology each reporting
period. Pursuant to the Staff’s oral request, an example calculation is set forth as Exhibit A to this letter.

 	In response
to the Staff’s comment, in future 10-K filings, the Company proposes to include the following disclosure within its Summary
of Significant Accounting Policies footnote (added disclosure is underlined):

Mortgage Loans Held for Investment,
at Fair Value

Pursuant to the Company's
policy for separately presenting interest income on mortgage loans, the Company follows acceptable methods under U.S. GAAP for
reclassifying a portion of the change in fair value of certain mortgage loans held for investment to interest income.

The Company has
elected the fair value option on its mortgage loans held for investment under ASC 825-10. As a result of the fair value option
election, all changes in the fair value of the mortgage loans held for investment are recorded through earnings. The fair value
accounting guidance does not provide guidance on the geography for items measured at fair value under the fair value option, including
how to present interest income. As a result, the Company has applied the guidance for interest income methodologies set out below.
These methodologies result in interest income recognition on these loans that is consistent with the interest income that would
have been recognized had the Company not elected the fair value option. Any remaining change in the fair value of the loans that
has not been reflected in interest income is reflected in the change in unrealized gain/loss in the in the consolidated statement
of operations.

      2

When the Company purchases
mortgage loans which are held for investment and which have shown evidence of credit deterioration since origination and management
determines that it is probable the Company will not collect all contractual cash flows on those loans, the Company applies the
guidance that addresses accounting for differences between contractual cash flows and cash flows expected to be collected if those
differences are attributable to, at least in part, credit quality.

Interest income is
recognized on a level-yield basis over the life of the loan as long as cash flows can be reasonably estimated. The level-yield
is the discount rate that equates all the cash flows expected to be collected with the  carrying amount of the loan.
The level-yield is determined by the excess of the Company's initial estimate of undiscounted expected principal, interest, and
other cash flows (cash flows expected at acquisition to be collected) over the Company's initial investment in the mortgage loan
(accretable yield). The amount of interest income to be recognized cannot result in a carrying amount that exceeds the payoff amount
of the loan. The excess of contractual cash flows over cash flows expected to be collected (nonaccretable difference) will not
be recognized as an adjustment of yield.

On a quarterly basis,
the Company updates its estimate of the cash flows expected to be collected. For purposes of interest income recognition, any subsequent
increases in cash flows expected to be collected are generally recognized as prospective yield adjustments (which establishes a
new level yield) and any subsequent decreases in cash flows expected to be collected are recognized as an impairment to be recorded
through change in unrealized gain or loss in the consolidated statements of operations.

Income recognition
is suspended for a loan when cash flows cannot be reasonably estimated.

Interest income on
newly originated mortgage loans which are purchased by the Company and held for investment, is accrued based on the effective yield
method on the outstanding principal balance and their contractual terms. Premiums and discounts associated with these mortgage
loans at the time of purchase are amortized into interest income over the life of such loan using the effective yield method and
adjusted for actual prepayments.

$XXX and $XXX of
interest income recognized on these loans was  reclassified from change in unrealized gain/loss on loans held for investment
for the twelve months ended December 31, 2016 and the year ended December 31, 2015, respectively.

Thank you for your
consideration of the Company’s responses to the Staff’s comments 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/ Justin R. Howard

    Justin R. Howard

 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

      3

Exhibit A

    Calculation of Effective Yield

    Par of loan

     $                   100,000

    Simple assumed cash flows of 348 pymts of 536.82

    Term

     30 years

    1/1/2016
          (80,000.00)

    Coupon

    5%

    1/31/2016
                   536.82

    Quarterly P&I Pymts
                         1,610.46

    2/29/2016
                   536.82

    Purchase price of loan
     $                      80,000
     purchased after year 1 of loan being originated

    3/31/2016
                   536.82

    Effective Yield

    7.21%

     ………..

         the effective yield is the discount rate that equates all cash flows expected to be collected with the purchase price of the loan

    10/31/2044
                   536.82

    11/30/2044
                   536.82

    12/31/2044
                   536.82

    Effective Yield
    7.21%

     Calculation of Interest Income Component of the Change in Fair Value

     Cost
     Interest Yield
     Accretion based on Interest Yield
     Actual Payments received
     Amortized Cost

     Fair Value

     Unrealized Gain/Loss (Bal Sheet) after Accretion

     Change in Unrealized Gain/Loss (Income Stmt) after Accretion

     A
     B
     C = A x B
     D
     E = A + C + D

     F

     G = F - E

    Q1
                      80,000.00
    7.21%
                         1,441.77
           (1,610.46)
            79,831.31

         150,000.00

                   70,168.69
     X
                         70,168.69
     X

    Q2
                      79,831.31
    7.21%
                         1,438.73
           (1,610.46)
            79,659.58

         142,000.00

                   62,340.42
     Y
                         (7,828.27)
     X + Y

     Journal Entrries for Q1

     Debit

     Credit

     Unrealized gain/loss

     Bal Sheet
            70,000.00

     Chg in unrealized gain/loss

     Income Stmt

           70,000.00
     a

          To record fair value chg (FV 150,000 - Cost 80,000)

     Cost

     Bal Sheet
               1,441.77

     Unrealized gain/loss

     Bal Sheet

              1,441.77

     Chg in Unrealized gain/loss - income stmt
     Income Stmt
               1,441.77
     b

     Interest Income

     Income Stmt

              1,441.77

     represents interest income component of change in fair value

          To record accretion based on yield

     Cash

     Bal Sheet
               1,610.46

     Cost

     Bal Sheet

              1,610.46

     Unrealized gain/loss

     Bal Sheet
               1,610.46

     Chg in Unrealized gain/loss - income stmt
     Income Stmt

              1,610.46
     c

          To record cash receipt related to loan

     a - b + c = X

                   70,168.69

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.

CORRESP
1
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

July 18, 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. 1 to Registration Statement
on Form S-4

Filed June 20, 2016

File No. 333-211251

Form 10-K for Fiscal Year Ended December
31, 2015

File No. 001-35808

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 comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
contained in your letter dated July 8, 2016 (the “July 8 Letter”) in connection with your review of Amendment No. 1
to the Registration Statement on Form S-4, File No. 333-211251 (“Amendment No. 1”) and the Form 10-K for the fiscal
year ended December 31, 2015 filed by ZAIS Financial on March 10, 2016 (the “Form 10-K”). For ease of reference, the
text of each of the Staff’s comments is set forth in this letter in bold with our response immediately following each bolded
comment. Concurrently with the submission of this letter, the Company has filed with the Commission Amendment No. 2 to the Form
S-4 (“Amendment No. 2”) to reflect these comments and other changes to the Form S-4.

Amendment No. 1 to Registration Statement
on Form S-4 Filed June 20, 2016

General

 1. We note your response to comment 42 and reissue in part. We note your beneficial ownership disclosure
on page 15 of the amended 10-K filed by ZAIS Financial Corp. on April 29, 2016. For each entity disclosed as a 5% or greater beneficial
owner of the Registrant, please identify the natural persons with voting or dispositive power.

Atlanta
• Beijing • Brussels • Charlotte
• Dallas • Los Angeles • New York • Research Triangle • Silicon Valley • Washington, D.C.

In response to the
Staff’s comment, ZAIS Financial has included a revised table showing the beneficial ownership of its shares of common stock
by its officers, directors and 5% or greater beneficial owners in Amendment No. 2 on page 301 under the heading "Security
Ownership of Certain Beneficial Owners and Management—ZAIS Financial" to update the beneficial ownership information
included in its Form 10-K/A as of a more recent date. To the extent that any Schedule 13G or Schedule 13D filed by the 5% or greater
beneficial owners identified natural persons having voting or dispositive power, ZAIS Financial has included such information as
footnotes to the revised beneficial ownership table. ZAIS Financial will also include such natural person information in subsequent
reports filed under the Securities Exchange Act of 1934, as amended, requiring beneficial ownership information to the extent that
the beneficial owner includes such information in its Schedule 13G or Schedule 13D filings.

 2. We note the reference to data from Boxwood Means Inc., a real estate research and consulting
firm, on pages 39, 230, and 265. Please advise if this data was prepared by Boxwood Means for the company for inclusion in this
registration statement. If so, please file a consent as contemplated by Rule 436(a).

The data from Boxwood
Means is publicly available and was not prepared by Boxwood Means for the company for inclusion in this registration statement.
In Amendment No. 2, we have indicated that this data is publicly available, on pages 39, 230 and 265.

The Mergers, 104

Background of the Mergers, page 104

 3. We note your revised disclosure on page 108 and 111 in response to comment 12. Please expand
upon your disclosure to discuss the strategic considerations reviewed by the BofA Merrill Lynch representative during these meetings.

In Amendment No. 2,
we have revised the relevant disclosure on pages 108 and 111.

 4. We note your revised disclosure on page 137 in response to comment 20. You state that “the
nonpublic unaudited prospective financial information does not necessarily reflect management’s current estimates and does
not take into account any circumstances or events occurring after the date it was prepared.” You include similar disclosure
on page 143, indicating that Sutherland does not intend to, and disclaims any obligation to update the Sutherland projections.
To the extent the financial projections no longer reflect management’s view of future performance you should either update
such projections or explain why the projections are no longer valid.

Each of ZAIS Financial
and Sutherland confirms its understanding that it will, to the extent required by applicable securities laws, update the unaudited
prospective financial information or provide an explanation as to why such information is no longer valid in the event that such
information is no longer consistent with management’s view of future performance. In Amendment No. 2, we have revised the
disclosure on page 143 to state Sutherland’s obligation, to the extent required by applicable securities laws, to update
or revise the unaudited prospective financial information.

      2

Certain ZAIS Financial Unaudited Prospective
Financial Information, page 137

 5. Please revise to provide a reconciliation of Adjusted Net Income to Net Income. Please refer
to Regulation G.

In Amendment No. 2,
we have added disclosure on page 137 of the joint proxy statement/prospectus to provide a reconciliation of Adjusted Net Income-non-U.S.
GAAP to Net Income.

Certain Financial Projections Utilized
by the Sutherland Board of Directors and Sutherland’s Financial Advisor, page 143

 6. We note your presentation of Free Cash Flows to Equity Holders for both Sutherland and ZAIS.
Please revise to present the most directly comparable financial measure calculated in accordance with U.S. GAAP. Also, please revise
to provide a reconciliation of Free Cash Flows to Equity Holders to the most directly comparable financial measure presented in
accordance with U.S. GAAP. Please refer to Regulation G.

In Amendment
No. 2, we have revised the relevant disclosure on page 144 in response to the Staff’s comment. The Free Cash Flows
to Equity Holders represent estimated cash flows from operations, investing and financing, and were prepared using the
direct method in accordance with U.S. GAAP (in the case of Sutherland) and the indirect method in accordance with U.S. GAAP
(in the case of ZAIS Financial). The estimated cash flows from operations, investing and financing have been disclosed on
page 144 in Amendment No. 2, and we respectfully submit that no reconciliation is necessary.

Directors and Executive Officers of
the Combined Company After the Mergers, page 146

 7. We note your revised disclosure in response to comment 4. We also note your disclosure on page
146 that the Board expects to determine that a majority of its members are “independent” as determined by the requirements
of the NYSE. Please identify each director that is independent under the listing standards of the NYSE or advise. Refer to Item
407(a) of Regulation S-K and Item 18(a)(7)(iii) of Form S-4.

In Amendment No. 2,
we have revised the relevant disclosure on page 146 to identify the independent directors.

Director and Executive Compensation,
page 148

 8. We note your response to comment 3. However, Item 402(a)(2) requires disclosure of “all…compensation
awarded to, earned by, or paid to [NEOs and directors] by any person for all services rendered in all capacities to the registrant
and its subsidiaries,” and further states “[a]ll such compensation shall be reported pursuant to this Item, …
including transactions between the registrant and a third party where a purpose of the transaction is to furnish compensation to
any such named executive officer or director.” Please provide the disclosure required by Item 402 of Regulation S-K. Alternatively,
please provide your analysis as to how you determined that compensation paid by Waterfall to your executive officers does not require
disclosure under Item 402.

      3

In Amendment No. 2,
we have revised the relevant disclosure beginning on page 148 to disclose the plan and non-plan compensation paid to the independent
directors of Sutherland for the fiscal year ended December 31, 2015 and to Mr. Herbst, the Chief Financial Officer of Sutherland,
for the fiscal years ended December 31, 2015, 2014 and 2013. As noted in the Registration Statement, the combined company will
pay for the allocable share of the compensation of the combined company’s Chief Financial Officer based on the percentage
of his time spent managing the combined company’s affairs, which will be all of the combined company’s Chief Financial
Officer’s compensation so long as he is exclusively dedicated to the combined company’s affairs. Mr. Herbst has exclusively
dedicated his time to Sutherland affairs for the fiscal years ended December 31, 2015, 2014 and 2013, and we have disclosed in
Amendment No. 2 the compensation of Mr. Herbst reimbursed by Sutherland to its external manager, Waterfall.

As previously disclosed
on page 148 of the Registration Statement under the heading “Executive Compensation,” except for certain equity grants,
Waterfall compensates each of the combined company’s officers, and Waterfall will use the proceeds from the management fee
in part to pay compensation to its officers and personnel, which is consistent with the compensation of Sutherland’s officers
currently. The terms of the management fee have been disclosed in the Registration Statement. As disclosed in Amendment No. 2,
Sutherland has made no equity grants to its executive officers, and other than with respect to Mr. Herbst, Sutherland has not paid
or made any reimbursement to Waterfall with respect to any executive officer’s compensation, for the fiscal years ended December
31, 2015, 2014 and 2013. In response to the Staff’s comment, Sutherland advises the Staff that in future filings that require
Item 402 of Regulation S-K disclosure, the combined company will provide such disclosure for Mr. Herbst and for any other named
executive officers, as appropriate.

Unaudited Pro Forma Condensed Combined
Financial Information, page 255

 9. We note your response to comment 34 and your statement that you would revise disclosures on
page 255 of the joint proxy statement/prospectus to clarify the accounting treatment of the mortgage servicing rights post-merger.
However, we could not locate such revised disclosures on page 255. Please advise or revise.

In Amendment No. 2,
we have revised the relevant disclosure on page 255 to clarify the accounting treatment of the mortgage servicing rights post-merger.

      4

 10. We note your response to comment 35. Please clarify for us, if true, that the allocation of
a portion of the change in fair value to interest income pertains only to the accretion of discount to interest income.

In response to the
Staff's comment, the allocation of a portion of the change in fair value to interest income pertains both to the accretion of discount
and amortization of premiums.

 11. We note your response to comment 36 and the revised disclosure in footnote (P). Please further
revise your disclosure to clarify how you calculated the amount.

In Amendment No. 2,
we have revised footnote (P) as follows:

 (P) Rebalancing adjustment to reallocate income between common stockholders and non-controlling interest for the pro-forma assuming
the mergers happened at the beginning of the pro-forma period, such that income allocation to common stock and OP Unit holders
on a per-share basis is the same and in accordance with post-merger ending equity balances for common stock and OP Unit holders
as described in note Q.

Quarter ended March 31, 2016

    Reversal of historical ZAIS Financial allocation of net loss to non-controlling interest
    $ 337

    Reversal of historical Sutherland allocation of net income to non-controlling interest
      (766 )

    Allocation of historical ZAIS Financial total net loss to non-controlling interest in accordance with post merger equity balance % (6.91%) as described in note Q
      (233 )

    Allocation of historical Sutherland total net income to non-controlling interest in accordance in accordance with post merger equity balance % (6.91%) as described in note Q
      654

    Allocation of total Pro forma Adjustment of ($5,511) to non-controlling interest in accordance with post merger equity balance % as described in note Q
      (381 )

    Net rebalancing adjustment
    $ (389 )

Year ended December 31, 2015

    Reversal of historical ZAIS Financial allocation of net loss to non-controlling interest
    $ 159

    Reversal of historical Sutherland allocation of net income to non-controlling interest
      (4,385 )

    Allocation of historical ZAIS Financial total net loss to non-controlling interest in accordance with post merger equity balance % (6.84%) as described in note Q
      (97 )

    Allocation of historical Sutherland total net income to non-controlling interest in accordance in accordance with post merger equity balance % (6.84%) as described in note Q
      3,106

    Allocation of total Pro forma Adjustment of ($3,778) to non-controlling interest in accordance with post merger equity balance % as described in note Q
      (258 )

    Net rebalancing adjustment
    $ (1,476 )

Financial Statements of Sutherland Asset
Management Corporation, page F-1

Note 28 – Discontinued Operations,
page F-113

      5

 12. We note your response to comment 44. Please revise your filing to clarify that the company has
concluded the complete exit from the real estate brokerage business is a strategic shift.

In Amendment No.
2, we have revised the disclosure on page F-54, F-71, F-113 and F-144 to clarify that the company has concluded the complete
exit from the real estate brokerage business is a strategic shift.

Note 3 – Summary of Significant
Accounting Policies

Real estate acquired in settlement of
loans, page F-126

 13. We note your response to comment 46 and your revisions on page 234. Please further revise the
disclosure on page F-126 for consistency.

In Amendment No. 2,
we have revised the disclosure on page F-126 to be consistent with the revisions on page 234.

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

 14. We note your response to comment 49 and your references to ASC 310-30 and ASC 310-35. However,
it appears that ASC 310-35 is not a valid codification reference. We also note that ASC 310-30-15-2a appears to exclude loans measured
at fair value from the scope of ASC 310-30 and therefore, we are unclear how you determined ASC 310-30-35-2 applies to your situation.
Please tell us in further detail how you determined these references are applicable. Please revise or advise. To the extent you
continue to believe your policy for allocating a portion of the change in fair value to interest income is appropriate, please
tell us and disclose in future periodic filings the allocation methodology, and disclose the amount of unrealized gain allocate
to interest income. Please provide us an example of your proposed disclosure.

In response to the
Staff’s comment, the Company has elected the fair value option on its mortgage loans held for investment under ASC 825-10.
As a result of the fair value option election under ASC 825-10, all changes in the fair value of the mortgage loans held for investment
are recorded through earnings.

ASC 825-10 does not
provide guidance on the appropriate geography within the statement of ope

Mail Stop 3233
July 8, 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. 1  to Re gistration Statement on Form S -4
Filed June 20, 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 June 7, 2016  letter .

Amendment No. 1 to Registration Statement on Form S -4 Filed June 20, 2016

General

1. We note your response to comment 42 and reissue in part.  We note your beneficial
ownership disclosure on page 15 of the amended 10 -K filed by ZAIS Financial Corp. on
April 29, 2016.  For each entity disclosed as a 5% or greater beneficial owner of the
Regis trant, please identify the natural persons with voting or dispositive power.

2. We note the reference to data from Boxwood Means Inc., a real estate research and
consulting firm, on page s 39, 230, and 265 .  Please advise if this data was prepared by

Michael Szymanski
ZAIS Financial Corp.
July 8, 2016
Page 2

 Boxwood Means for the company for inclusion in this registration statement.  If so,
please file a consent as contemplated by Rule 436(a).

The Mergers, 104

Background of the Mergers, page 104

3. We note your revised disclosure on page 108 and 111 in response to comment 12.  Please
expand upon your disclosure to discuss the strategic considerations reviewed by the BofA
Merrill Lynch representative during these meetings.

4. We note your revised disclo sure on page 137 in response to comment 20.  You state that
“the nonpublic unaudited prospective financial information does not necessarily reflect
management’s current estimates and does not take into account any circumstances or
events occurring after th e date it was prepared.”  You include similar disclosure on page
143, indicating that Sutherland does not intend to, and disclaims any obligation to update
the Sutherland projections.  To the extent the financial projections no longer reflect
management’s view of future performance you should either update such projections or
explain why the projections are no longer valid.

Certain Zais Financial Unaudited Prospective Financial Information, page 137

5. Please revise to provide a reconciliation of Adjusted Ne t Income to Net Income.  Please
refer to Regulation G.

Certain Financial Projections Utilized by the Sutherland Board of Directors and Sutherland’s
Financial Advisor, page 143

6. We note your presentation of Free Cash Flows to Equity Holders for both Suther land and
ZAIS.  Please revise to present the most directly comparable financial measure calculated
in accordance with U.S. GAAP.  Also, please revise to provide a reconciliation of Free
Cash Flows to Equity Holders to the most directly comparable financial  measure
presented in accordance with U.S. GAAP.  Please refer to Regulation G.

Directors and Executive Officers of the Combined Company After the Mergers , page 146

7. We note your revised disclosure in response to comment 4.  We also note your disclosure
on page 146 that the Board expects to determine that a majority of its members are
“independent” as determined by the requirements of the NYSE.  Please identify each
director that is independent under the listing standards of the NYSE or advise.  Refer to
Item 407(a) of Regulation S -K and Item 18(a)(7)(iii) of Form S -4.

Michael Szymanski
ZAIS Financial Corp.
July 8, 2016
Page 3

 Director and Executive Compensation, page 148

8. We note your response to comment 3.  However, Item 402(a)(2) requires disclosure of
“all . . . compensation awarded to, earned by, or paid t o [NEOs and directors] by any
person for all services rendered in all capacities to the registrant and its subsidiaries,” and
further states “[a]ll such compensation shall be reported pursuant to this Item, . . .
including transactions between the registra nt and a third party where a purpose of the
transaction is to furnish compensation to any such named executive officer or director.”
Please provide the disclosure required by Item 402 of Regulation S -K.  Alternatively,
please provide your analysis as to h ow you determined that compensation paid by
Waterfall to your executive officers does not require disclosure under Item 402.

Unaudited Pro Forma Condensed Combined Financial Information, page 255

9. We note your response to comment 34 and your statement that you would revise
disclosures on page 255 of the joint proxy statement/prospectus to clarify the accounting
treatment of the mortgage servicing rights post -merger.  However, we could not locate
such revised disclosures on page 255.  Please advise or revise.

10. We note your response to comment 35.  Please clarify for us, if true, that the allocation of
a portion of the change in fair value to interest income pertains only to the accretion of
discount t o interest income.

11. We note your response to comment 36 and the revised disclosure in footnote (P).  Please
further revise your disclosure to clarify how you calculated the amount.

Financial Statements of Sutherland Asset Management Corporation , page F -1

Note 2 8 – Discontinued Operations, page F -113

12. We note your response to comment 44.  Please revise your filing to clarify that the
company has concluded the complete exit from the real estate brokerage business is a
strategic shift.

Note 3 – Summary of S ignificant Accounting Policies

Real estate acquired in settlement of loans, page F -126

13. We note your response to comment 46 and your revisions on page 234.  Please further
revise the disclosure on page F -126 for consistency.

Michael Szymanski
ZAIS Financial Corp.
July 8, 2016
Page 4

 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

14. We note your response to comment 49 and your references to ASC 310 -30 and ASC 310 -
35.  However, it appears that ASC 310 -35 is not a valid codification reference.  We also
note that ASC 310 -30-15-2a appears to exclude loans measured at fair value from the
scope of ASC 310 -30 and therefore, we are unclear how you determined ASC 310 -30-35-
2 applies to your situation.  Please tell us in further detail how you determined th ese
reference s are applicable.  Please revise or advise.  To the extent you continue to believe
your policy for allocating a portion of the change in fair value to interest income is
appropriate, please tell us and disclose in future periodic filings the allocation
methodology, and disclose the amount of unrealized gain allocated to intere st income.
Please provide us an example of your proposed disclosure.

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
financi al 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: David E. Brown, Esq.

CORRESP
1
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

June 20, 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.

    Registration Statement on Form S-4

    Filed May 10, 2016

    File No. 333-211251

    Form 10-K for Fiscal Year Ended December 31, 2015

    File No. 001-35808

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 comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
contained in your letter dated June 7, 2016 (the “June 7 Letter”) in connection with your review of the Registration
Statement on Form S-4, File No. 333-211251 (the “Form S-4”) and the Form 10-K for the fiscal year ended December 31,
2015 filed by ZAIS Financial on March 10, 2016 (the “Form 10-K”). For ease of reference, the text of each of the Staff’s
comments is set forth in this letter in bold with our response immediately following each bolded comment. Concurrently with the
submission of this letter, the Company has filed with the Commission Amendment No. 1 to the Form S-4 (“Amendment No. 1”)
to reflect these comments and other changes to the Form S-4.

Registration Statement on Form S-4 Filed
May 10, 2016

General

 1. We note that upon completion of the mergers, the combined company will focus on small balance
commercial lending with approximately 10% target equity allocation to residential mortgages. We further note that you intend to
operate your business in a manner that will permit you to maintain an exemption from registration under the 1940 Act. Please provide
us with a detailed analysis of the exemption that you and your subsidiaries intend to rely on and how your investment strategy
will support the exemption. Please note that we will refer your response to the Division of Investment Management for further review.

Atlanta • Beijing • Brussels • Charlotte • Dallas • Los Angeles • New York • Research Triangle • Silicon Valley • Washington, D.C.

As disclosed on page
70 in the section of the joint proxy statement/prospectus entitled “Risk Factors” under the heading “Maintenance
of the combined company’s 1940 Act exception imposes limits on its operations”, and on page 281 in the section entitled
“Business of Sutherland” under the heading “Operating and Regulatory Structure – 1940 Act Exception”,
Section 3(a)(1)(A) of the Investment Company Act of 1940, as amended (the “1940 Act”), defines an investment company
as any issuer that is or holds itself out as being engaged primarily in the business of investing, reinvesting or trading in securities.
Section 3(a)(1)(C) of the 1940 Act defines an investment company as any issuer that is engaged or proposes to engage in the business
of investing, reinvesting, owning, holding or trading in securities and owns or proposes to acquire investment securities having
a value exceeding 40% of the value of the issuer’s total assets (exclusive of U.S. Government securities and cash items)
on an unconsolidated basis. Excluded from the term “investment securities,” among other things, are U.S. Government
securities and securities issued by majority-owned subsidiaries that are not themselves investment companies and are not relying
on the exception from the definition of investment company set forth in Section 3(c)(1) or Section 3(c)(7) of the 1940 Act.

The combined company
intends to conduct its operations so that it does not come within the definition of an investment company under Section 3(a)(1)(C)
of the 1940 Act because fewer than 40% of its total assets on an unconsolidated basis will consist of “investment securities.”
The securities issued to the combined company by any wholly-owned or majority-owned subsidiary that is exempted from the definition
of “investment company” by Section 3(c)(1) or 3(c)(7) of the 1940 Act, together with any other investment securities
the combined company may own, may not have a value in excess of 40% of the value of the combined company’s total assets on
an unconsolidated basis. The combined company will monitor its holdings to ensure continuing and ongoing compliance with this test.
In addition, the combined company believes that it will not be considered an investment company under Section 3(a)(1)(A) of the
1940 Act because it will not engage primarily or hold itself out as being engaged primarily in the business of investing, reinvesting
or trading in securities. Rather, the combined company will be primarily engaged in the non-investment company businesses of its
subsidiaries.

ZAIS Financial and
Sutherland each believes that certain of its subsidiaries qualify to be excluded from the definition of investment company under
the 1940 Act pursuant to Section 3(c)(5)(C) of the 1940 Act, which is available for entities “primarily engaged in the business
of purchasing or otherwise acquiring mortgages and other liens on and interests in real estate.” This exception generally
requires that at least 55% of such subsidiaries’ assets must be comprised of qualifying assets and at least 80% of their
total assets must be comprised of qualifying assets and real estate related assets under the 1940 Act. The combined company will
treat as qualifying assets for this purpose small-balance commercial loans (“SBC loans”) and other interests in real
estate, in each case meeting certain other qualifications based upon SEC staff no-action letters. The combined company will also
treat as qualifying assets for this purpose bridge loans wholly secured by first priority liens on real estate that provide interim
financing to borrowers seeking short-term capital (with terms of generally up to three years), MBS representing ownership of an
entire pool of mortgage loans, and real estate owned properties. The combined company expects that each of its subsidiaries relying
on Section 3(c)(5)(C) may invest an additional 25% of its assets in either qualifying assets or in other types of mortgages, MBS,
securities of real estate investment trusts (“REIT”) and other real estate-related assets. The combined company expects
each of its subsidiaries relying on Section 3(c)(5)(C) to rely on guidance published by the SEC, or its staff, or on its analyses
of guidance published with respect to other types of assets to determine which assets are qualifying real estate assets and real
estate-related assets.

    2

Certain of the combined
company’s subsidiaries may rely on the exclusion from the definition of investment company provided by Section 3(c)(6) to
the extent that they hold mortgage assets through majority-owned subsidiaries that rely on Section 3(c)(5)(C). The combined company
believes that its subsidiaries may rely on Section 3(c)(6) if, among other things, 55% of the assets of such subsidiaries consist
of, and at least 55% of the income of such subsidiaries are derived from, qualifying real estate investment assets owned by wholly
owned or majority-owned subsidiaries of such subsidiaries.

 2. Please tell us what consideration you gave to including a discussion and corresponding risk
factor related to the material weaknesses identified by Sutherland’s independent public registered public accounting firm
in connection with the audit of its financial statements for the year ended December 31, 2014.

As disclosed in Amendment
No. 5 to the Registration Statement on Form S-11 as filed by Sutherland on December 14, 2015, a material weakness had been identified
in Sutherland’s internal control over financial reporting in connection with the audit of Sutherland’s financial statements
as of and for the year ended December 31, 2014 by its independent registered public accounting firm. The identified material weakness
arose because Sutherland had classified certain loans for which it did not expect to receive all required cash payments on or prior
to the original maturity dates as credit impaired, whereas a subset of these loans (those for which Sutherland ultimately expected
to receive all required cash payments, regardless of the timing of such payments) should have been classified as non-credit impaired.
This change in classification required a revision to a Note to Sutherland’s Consolidated Financial Statements moving certain
loans from the credit impaired to the non-credit impaired category and led its independent registered public accounting firm to
identify as a material weakness management’s failure to design controls to document whether loans should be accounted for
as credit impaired or non-credit impaired. Also as disclosed in said Amendment No. 5, Sutherland believes that it has designed
appropriate controls and established appropriate review procedures relating to the accounting treatment of loans as credit impaired
or non-credit impaired and that the identified material weakness has been corrected. Sutherland continues to believe that such
identified weakness has been corrected, and no such weakness was identified in connection with the audit of Sutherland’s
financial statements as of and for the year ended December 31, 2015 by its independent registered public accounting firm. Therefore
Sutherland believed that no further discussion or any corresponding risk factor related to this material weakness was necessary
for the joint proxy statement/prospectus.

 3. With respect to each person who will serve as a director or executive officer of the surviving
company, please provide the disclosure required by Item 402 of Regulation S-K or advise. We note that Mr. Herbst served as CFO
of Sutherland and dedicated his time exclusively to its affairs.

In Amendment No. 1,
we have added disclosure on page 148 in the section of the joint proxy statement/prospectus entitled “The Mergers”
under the heading “Directors and Executive Officers of the Combined Company After the Mergers—Director and Executive
Compensation” regarding director and executive compensation of the combined company, and on page 148 in the section of
the joint proxy statement/prospectus entitled “The Mergers” under the heading “Directors and Executive Officers
of the Combined Company After the Mergers—2013 Equity Incentive Plan” regarding the equity incentive plan of the combined
company. Although Mr. Herbst has served as CFO of Sutherland and dedicated his time exclusively to its affairs, we note that he
is an employee of Waterfall and all his cash compensation is provided directly by Waterfall, not Sutherland, and the combined company
intends to continue this practice.

    3

 4. Please revise to include the disclosure required by Item 407(a) of Regulation S-K or advise.
Refer to Item 18(a)(7)(iii) of Form S-4.

In Amendment No. 1,
we have added disclosure on page 147 in the section of the joint proxy statement/prospectus entitled “The Mergers”
under the heading “Directors and Executive Officers of the Combined Company—After the Mergers—Corporate Governance—Board
of Directors and Committees” regarding the audit committee, compensation committee and nominating and corporate governance
committee of the combined company.

Joint Letter to Stockholders

 5. Please revise the joint letter to stockholders to clarify, if true, that the tender offer price
will be at a discount to the merger consideration and/or market capitalization of the combined company. Please also tell us what
consideration you gave to presenting ownership percentages of the combined company assuming the tender offer is not fully subscribed.

In Amendment No. 1,
we have revised the relevant disclosure in the joint letter to stockholders to disclose that the tender offer price will be at
a discount to the adjusted book values used to determine the exchange ratio and to disclose a range of potential ownership percentages
for each group of stockholders, depending on whether the tender offer is fully subscribed.

Questions and Answers, page 1

 6. On page 3 you discuss how ZAIS Financial stockholders will be affected by the mergers and the
issuance of shares to Sutherland. The answer presents an assumed exchange ratio as of December 31, 2015, assuming the tender offer
is fully subscribed. Please balance to present the exchange ratio as of December 31, 2015 assuming the tender offer is not fully
subscribed or advise.

In Amendment No. 1,
we have revised the relevant disclosure on page 3 of the joint proxy statement/prospectus to reflect a range of potential ownership
percentages for each group of stockholders, depending on whether the tender offer to ZAIS Financial stockholders is fully subscribed.
Substantially identical disclosure is replicated elsewhere in the joint proxy statement/prospectus where the prior version of this
disclosure appeared.

Risk Factors, page 30

 7. “We anticipate that a significant portion of the combined company’s investments
will be in the form of SBC loans which are subject to increased risks, page 35.” Please quantify the aggregate dollar
carrying value of Sutherland’s sub-performing and non-performing loans.

As of March 31, 2016,
Sutherland’s 619 sub-performing and non-performing loans had a current unpaid principal balance of $104.9 million and a carrying
value of $49.4 million. In Amendment No. 1, we have added this disclosure on page 35 of the joint proxy statement/prospectus.

 8. “The combined company and GMFS are subject to risks and can be exposed to significant
losses relating to inaccurate representations made in connection with loan sales to third parties, page 59.” Please quantify
the loan indemnification reserve to provide context to your statement that losses in excess of the loan indemnification reserve,
total contingent consideration and the escrow account could have a material adverse impact on ZAIS Financial’s and the combined
company’s results of operations, financial position or cash flows.

In Amendment No. 1,
we have revised the risk factor on page 59 of the joint proxy statement/prospectus to include disclosure about the March 31,
2016 balance of the loan indemnification reserve.

    4

 9. “Sutherland is a seller/servicer approved to sell mortgage loans to Freddie Mac and
failure to maintain the combined company’s status as an approved seller/servicer could harm the combined company’s
business, page 65.” We understand that the combined company could be required to re-purchase loans previously sold to
Freddie Mac if it fails to maintain status as an approved seller/servicer. Please quantify the amount of loans that may be required
to be re-purchased to provide additional context to this risk factor.

In Amendment No. 1,
we have amended the risk factor on page 65 of the joint proxy statement/prospectus to quantify the amount of loans sold to Freddie
Mac that may be required to be re-purchased, which as of March 31, 2016 included 44 loans with a combined unpaid principal balance
of $88.8 million.

 10. “Counterparties to certain significant agreements with Sutherland and ZAIS Financial
may have consent rights in connection with the mergers, page 73.” Please expand to discuss, with greater specificity,
those agreements with consent rights that may result in default or termination rights, to the extent material.

In Amendment No. 1,
we have added disclosure on page 73 of the joint proxy statement/prospectus under the heading “Counterparties to certain
significant agreements with Sutherland and ZAIS Financial may have consent rights in connection with the mergers,” regarding
financing agreements, including master and mortgage loan repurchase agreements, loan agreements and related guaranties, and office
leases with consent rights that may result in default or termination rights.

The Mergers, page

Mail Stop 3233
June 7, 2016

Via E -mail
Michael Szymanski
Chief Executive Officer
ZAIS Financial Corp.
Two Bridge Avenue, Suite 322
Red Bank, New Jersey 07701 -1106

Re: ZAIS Financial Corp.
Registration Statement on Form S -4
Filed May 10, 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 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 c omments 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.

Registration Statement on Form S -4 Filed May 10, 2016

General

1. We note that upon completion of the mergers, the combined company will focus on small
balance commercial lending with approximately 10% target equity alloc ation to
residential mortgages.  We further note that you intend to operate your business in a
manner that will permit you to maintain an exemption from registration under the 1940
Act.  Please provide us with a detailed analysis of the exemption that you and your
subsidiaries intend to rely on and how your investment strategy will support the
exemption.  Please note that we will refer your response to the Division of Investment
Management for further review.

Michael Szymanski
ZAIS Financial Corp.
June 7, 2016
Page 2

 2. Please tell us what consideration you gave to in cluding a discussion and corresponding
risk factor related to the material weaknesses identified by Sutherland’s independent
public registered public accounting firm in connection with the audit of its financial
statements for the year ended December 31, 2 014.

3. With respect to each person who will serve as a director or executive officer of the
surviving company, please provide the disclosure required by Item 402 of Regulation S -
K or advise.  We note that Mr. Herbst served as CFO of Sutherland and dedicated  his
time exclusively to its affairs.

4. Please revise to include the disclosure required by Item 407(a) of Regulation S -K or
advise.  Refer to Item 18(a)(7)(iii) of Form S -4.

Joint Letter to Stockholders

5. Please revise the joint letter to stockholders to clarify, if true, that the tender offer price
will be at a discount to the merger consideration and/or market capitalization of the
combined company.  Please also tell us what consideration you gave to presenting
ownership percentages of the combined compa ny assuming the tender offer is not fully
subscribed.

Questions and Answers, page 1

6. On page 3 you discuss how ZAIS Financial stockholders will be affected by the mergers
and the issuance of shares to Sutherland.  The answer presents an assumed exchange r atio
as of December 31, 2015, assuming the tender offer is fully subscribed.  Please balance to
present the exchange ratio as of December 31, 2015 assuming the tender offer is not fully
subscribed or advise.

Risk Factors, page 30

We anticipate that a sig nificant portion of the combined company’s investments will be in the
form of SBC loans which are subject to increased risks, page 35

7. Please quantify the aggregate dollar carrying value of Sutherland’s sub -performing and
non-performing loans.

The combine d company and GMFS are subject to risks and can be exposed to significant losses
relating to inaccurate representations made in connection with loan sales to third parties, page 59

8. Please quantify the loan indemnification reserve to provide context to you r statement that
losses in excess of the loan indemnification reserve, total contingent consideration and
the escrow account could have a material adverse impact on ZAIS Financial’s and the
combined company’s results of operations, financial position or ca sh flows.

Michael Szymanski
ZAIS Financial Corp.
June 7, 2016
Page 3

Sutherland is a seller/servicer approved to sell mortgage loans to Freddie Mac and failure to
maintain the combined company’s status as an approved seller/servicer could harm the combined
company’s business, page 65

9. We understand that the combi ned company could be required to re -purchase loans
previously sold to Freddie Mac if it fails to maintain status as an approved seller/servicer.
Please quantify the amount of loans that may be required to be re -purchased to provide
additional context to t his risk factor.

Counterparties to certain significant agreements with Sutherland and ZAIS Financial may have
consent rights in connection with the mergers, page 73

10. Please expand to discuss, with greater specificity, those agreements with consent rights
that may result in default or termination rights, to the extent material.

The Mergers, page 104

Background of the Mergers, page 104

11. Please revise the paragraph discussing the July 31, 2015 ZAIS Financial board meeting to
explain the nature of the update  ZAIS Financial management provided to the board.
Please describe in greater detail the “other potential alternatives” discussed at this
meeting.

12. We note that a representative of BofA Merrill Lynch provided a report on the proposed
transaction with ZAIS Financial to the Sutherland board on November 12, 2015.  Please
elaborate on the nature of this report and provide all disclosure required by Item 4(b) of
Form S -4, to the extent applicable.

13. Please revise the discussion of the initial non -binding indicati on of interest ZAIS
Financial received on November 19, 2015 to disclose the exchange ratio contemplated for
the stock -for-stock merger.

14. On page 111 you state that ZAIS Financial entered into expense reimbursement
agreements with party A, party B and Suthe rland.  On page 112, you state that party B
and Sutherland entered into expense reimbursement agreements.  Please revise to ensure
consistency.

15. We understand that the revised draft merger agreement Alston distributed to Sidley on
February 15, 2016  contemplated a repurchase of $64.3 million aggregate value of shares
in a tender offer “based on the $7.23 per  share price indicated by Sutherland in its
January 8 proposal.”   The prior discussion of the January 8 proposal referenced a stock -
for-stock mer ger as well as a pre -merger, one -time cash payout of $7.23 per share to

Michael Szymanski
ZAIS Financial Corp.
June 7, 2016
Page 4

 ZAIS Financial stockholders.  Please revise to clarify if the January 8 proposal
contemplated a tender offer, as opposed to a pre -merger cash payout to ZAIS Financial
stockholders

16. Please revise the discussion of the period between February 27, 2016 and March 7, 2016
to explain the considerations taken into account in connection with the parties’ tentative
agreement to reduce ZAIS Financial’s book value by $15 million for purposes of
determining the exchange ratio.

17. Please revise to describe the impact of Sutherland’s exchange ratio and tender offer price,
as contemplated by the draft merger agreement distributed on March 11, 2016 and how it
compared to the proposal submitted by Alston o n March 8, 2016.

18. Please discuss in greater detail the proposed resolutions contained in the March 19, 2016
draft merger agreement.  Please similarly describe material modifications to the merger
agreement during the negotiations that took place between Ma rch 21 and March 30,
2016.

Opinion of Financial Advisor to ZAIS Financial, page 126

19. Please provide us with copies of the materials that Houlihan and BofA Merrill Lynch
prepared in connection with their fairness opinions or otherwise provided to each boar d
of directors in connection with this transaction, including any board books, drafts of
fairness opinions, and summaries of oral presentations made to the board.  We may have
additional comments after we review this material.

20. We understand that ZAIS Fina ncial provided financial projections to Houlihan, which it
considered in conducting its net liquidation value analysis.  Please revise to describe the
financial projections provided, assuming that GMFS was placed into a liquidating trust,
and explain the m ethodology used to determine the discount rate of 14.2%.

21. In your discussion of the Selected Public Companies Analysis, please state if there were
any companies that fit your selection criteria but were excluded from the analyses.
Please explain the reas on(s) for the exclusion.

22. On page 136, under the heading “Other Information – ZAIS Financial and Sutherland,”
you disclose the implied value assuming a cash tender offer taking into account the
termination of the existing management agreement (of $8 millio n) and a $4 million
transaction related adjustment.  It appears that Houlihan did not consider the adjustment
to the tender offer price for expenses and reserves associated with certain litigation
relating to the mergers.  Please clarify the extent to whic h Houlihan’s analysis is based on
adjustments that differ from the manner in which the cash tender offer price will be
calculated.

Michael Szymanski
ZAIS Financial Corp.
June 7, 2016
Page 5

 Opinion of Financial Advisor to Sutherland, page 137

23. Please revise the Selected Publicly Traded Companies Analysis to explain the selection
criteria BofA Merrill Lynch utilized to select the companies identified.  If any companies
fit the selection criteria but were excluded from the analysis, please explain  the reason(s)
for the exclusion.

24. We understand that the discounted cash flow analysis is based on the Sutherland
Forecasts and the Sutherland -ZAIS Remain Co. Forecasts.  Please revise to describe these
forecasts or advise us why you believe the forecasts  are not necessary for shareholders to
appropriately evaluate the discounted cash flow analysis.

25. We note that Sutherland agreed to pay BofA Merrill Lynch an aggregate fee of $3
million, a significant portion of which is contingent upon completion of the m erger.
Please quantify the contingent portion of the fee.

26. We note that the description of the material relationships between BofA Merrill Lynch
and Sutherland or ZAIS does not provide a quantitative description of the fees paid to
BofA Merrill Lynch and its affiliates by Sutherland and its affiliates or ZAIS and its
affiliates.  Please revise to provide this disclosure or advise.

Other Agreements, page 205

Incentive Distribution, page 209

27. Given the complexity of the incentive fee calculation, please co nsider including a
hypothetical example in the joint proxy statement/prospectus.

Sutherland Management’s Discussion and Analysis of Financial Condition  and Results of
Operation s, page 222

Critical Accounting Policies and Use of Estimates , page 225

Servi cing rights, page 229

28. On page F -40, we note your disclosure of significant assumptions and that your
assumptions for forward prepayment rates and forward default rates changed from
December 31, 2014 to December 31, 2015.  Please tell us the basis for thes e changes and
revise your filing to disclose the basis for these changes in assumptions.

Liquidity and Ca pital Resources, page 239

29. We note that you accounted for repurchase agreements as collateralized financing
transactions.  Please expand your disclosure to quantify the average quarterly balance of

Michael Szymanski
ZAIS Financial Corp.
June 7, 2016
Page 6

 your repurchase agreements for each of the past three years.  In addition, quantify the
period end balance for each of those quarters and the maximum balance at any month -
end.  Explain the causes and business reasons for any significant variances among these
amounts.

Contractual Obligations, page 245

30. It appears that your contractual obligation table does not include all contractual
obligations on the balance sheet such as securitiz ed debt obligations of consolidated VIE
and Guaranteed loan financings.  Please explain to us why these items are not included in
the contractual obligations table and/or make changes to include all of the contractual
obligations in the next amendment.  To  the extent that you do not revise your filing to
include the securitized debt obligations of consolidated VIEs, please revise to footnote
your table to disclose that such obligation and the related interest payments are excluded
from this table and disclo se your basis  for the exclusion.

31. It does not appear that you have included interest payments in your contractual
obligations table.  Please revise to disclose the amount of interest related to your debt in
future filings, or advise.  Please refer to footnote 46 in our Release 33 -8350.

32. We note your qualitative disclosure of interest rate risk associated with your various
financial instruments and outstanding debt.  Please expand to provide your market risk
disclosure using one of the three disclosure alternatives as prescribed under Item 305 of
Regulation S -K.

Unaudited Pro Forma Condensed Combined Financial Information, page 248

33. Please revise adjustment s to adjustment r and revise adjustment u to adjustment s in the
ZAIS  Financial Reclass column on  page 250.

34. We note Sutherland does not record its mortgage servicing rights at fair value and ZAIS
records its mortgage servicing rights at fair value.  We note you do not include an
adjustment to remove the change in fair value of mortgage servicing righ ts.  Please tell us
and revise your filing to clarify if you will continue to record the ZAIS  mortgage
servicing rights at fair value or if you will apply Sutherland’s accounting policy to these
mortgage servicing rights.  To the extent you will account fo r these mortgage servicing
rights at fair value, please tell us your basis in U.S. GAAP for applying two different
accounting policies to your mortgage servicing rights.  To the extent you will account for
the mortgage servicing rights under Sutherland’s a ccounting policy, please tell us how
you have determined it was not necessary to include a pro forma adjustment f or mortgage
servicing rights.

35. It appears that ZAIS  allocates a portion of the change of fair value of certain mortgage
loans held for investme nt to interest income.  It does not appear that Sutherland allocates

Michael Szymanski
ZAIS Financial Corp.
June 7, 2016
Page 7

 a portion of the change of fair value of certain mortgage loans held for investment to
interest income.  We note you do not include a pro forma adjustment to account for the
difference in  accounting policies.  Please tell us and revise your filing to clarify how you
will account for this fair value change in future periodic filings.  To the extent you will
account for these changes under two different methods, please tell us your basis in U.S.
GAAP for applying two different accounting policies.  To the extent you will account for
these changes under Sutherland’s accounting policy, please tell us how you have
determined it was not necessary to include a pro forma adjustment.

36. Refer to your adjustment for net income attributable to non -controlling interests.  Please
revise to include an e xplanation of such adjustment.

37. Refer to footnote (A). We note you disclose an estimated bargain purchase gain of
$21,502 resulting from the merger transacti on.  We also note the disclosed reasons for the
ZAIS  acquisition on page 125 that ZAIS  offers strategic and financial opportunities,
knowledge of current operating environment, economic of scales as well as access to
public market.   In that regard, please explain to us how you consider the guidance within
ASC 805 -30-25-4 and ASC 805 -30-30-4 to 6 in determining whether you have
unidentified assets and liabilities including any intellectual property or customer related
intangible asse

CORRESP
1
filename1.htm

ZAIS Financial Corp.
Two Bridge
Avenue, Suite 322
Red Bank, New Jersey 07701-1106

May 20, 2014

United States Securities and Exchange
Commission
Division of Corporation Finance
100 F Street, N.E.

Washington, D.C. 20549-0404

    Attention:

    Thomas Kluck, Esq.

    Jerard Gibson, Esq.

    Re:

    Request for Acceleration of
      Effectiveness

    ZAIS Financial Corp.

    Registration Statement on Form
  S-3

    (File No.
333-194551)

Dear Mr. Kluck:

     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-3 (as amended through the date hereof) filed under the
Securities Act be accelerated to 4:00 p.m., New York City time, on May 21, 2014,
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,

    ZAIS FINANCIAL CORP.

    By:

    /s/ Michael Szymanski

      Name:
    Michael Szymanski

      Title:
    Chief Executive Officer and
    President

[Signature Page to Acceleration Letter]

CORRESP
1
filename1.htm

April 10, 2014

VIA EDGAR AND BY FEDERAL
EXPRESS

Tom Kluck
United States Securities and Exchange Commission
Division of
Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-0404

    Re:

    ZAIS Financial Corp.

    Registration Statement on Form
  S-3

    Filed March 14, 2014

    File No.
333-194551

Dear Mr. Kluck:

     On behalf of
our client, ZAIS Financial Corp., a Maryland corporation (the ‘‘Company’’), set
forth below are the responses of the Company to the comments of the staff of the
Division of Corporation Finance of the Securities and Exchange Commission (the
‘‘Staff’’), contained in the Staff’s letter dated April 4, 2013 (the ‘‘April 4
Letter’’), with respect to the Registration Statement on Form S-3 (File No.
333-194551), filed by the Company on March 14, 2014 (the ‘‘Registration
Statement’’). The responses are set out in the order in which the comments were
set out in the April 4 Letter and are numbered accordingly. The Company is
preparing an amendment to the Registration Statement to reflect these comments,
which it intends to file via EDGAR.

General

    1.

    Please tell us whether any of
      the selling stockholders are broker-dealers or affiliates of a
      broker-dealer. If any of the selling shareholders are broker-dealers or
      affiliates of a broker-dealer, tell us supplementally whether any of the
      selling shareholders received these shares as underwriting compensation.
      In this regard, we note that UBS Financial Services is identified as a
      record holder for certain shares. We may have additional
      comments.

    One of the stockholders included
      in the table on page 7 of the Registration Statement informed the Company
      (in connection with the questionnaire he completed and provided to the
      Company ahead of the filing of the Registration Statement) that he may be
      an affiliate of a broker-dealer. In response to the Staff's comment, we
      note that none of the shares registered under the Registration Statement
      were received as underwriting compensation.

    UBS Financial Services is
      identified as the record holder for the shares owned by Entities
      Affiliated with Jerome Kohlberg, and holds the shares in "street name". As
      noted in the same footnote, Mr. Kohlberg exercises shared voting and
      dispositive control over these shares, and, as such, UBS Financial
      Services, which does not exercise voting or dispositive control, is not
      the beneficial owner of the shares.

Selling Shareholders, page
7

    2.

    We note that the total amount
      of shares being registered pursuant to this offering appears inconsistent
      with the number of shares available for resale per your disclosure in this
      section. Please reconcile these figures or, alternatively, explain to us
      the variance.

    In the amendment to the
      Registration Statement that the Company intends to file with the Staff,
      the Company will update the total shares being registered on the cover of
      the Registration Statement so that it reconciles with the total Shares
      Being Registered in the stockholder table on page
7.

     We thank the
Staff for its attention to the Company’s filing and we look forward to hearing
from you regarding the Registration Statement. If you have any questions or
comments regarding the foregoing, or have additional questions or comments,
please contact the undersigned at 212-878-8527.

Very truly yours,

/s/ Jay L.
Bernstein
Jay L. Bernstein

Tom Kluck
Legal Branch Chief

    cc:

      Securities and Exchange
      Commission

      Jerard Gibson

      ZAIS Financial
      Corp.

      Michael Szymanski

April 4, 2014

Via E -mail
Michael Szymanski
Chief Executive Officer and President
ZAIS Financial Corp.
Two Bridge Avenue, Suite 322
Red Bank, New Jersey 07701 -1106

Re: ZAIS Financial Corp.
Registration Statement on Form S -3
Filed March 14, 2014
                        File No. 333 -194551

Dear Mr. Szymanski :

We have limited our review of your registration statement to those issues we have
addressed in our 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 informat ion.  Where 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.

General

 Please tell us whether any of the selling stockholders are broker -dealers or affiliates of a 1.
broker -dealer.  If any of the selling shareholders are broker -dealers or affiliat es of a
broker -dealer, tell us supplementally whether any of the selling shareholders received
these shares as underwriting compensation.  In this regard, we note that UBS Financial
Services is identified as a r ecord holder for certain shares.  We may have  additional
comments.

Selling Shareholders, page 7

 We note that the total amount of shares being registered pursuant to this offering appears 2.
inconsistent with the number of shares available for resale per your disclosure in this
section.  Please recon cile these figures or, alternatively, explain to us the variance.

Michael Szymanski
ZAIS Financial Corp.
April 4, 2014
Page 2

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding o ur comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authori ty, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 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 disclosure in the filing; and

 the company  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.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

Please contact Jerard Gibson, Staff Attorney, at (202) 551 -3473  with any questions.  If
you require further assistance, you may contact me at (202) 551 -3233 .

Sincerely,

 /s/ Tom Kluck

 Tom Kluck
 Legal Branch Chief

cc: Jay L.  Bernstein, Esq.
 Clifford Chance US LLP

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

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 December 17, 2012

Christian Zugel
Chairman
ZAIS Financial Corp.
Two Bridge Ave., Ste. 322
Red Bank, NJ 07701

Re: ZAIS Financial Corp.
Confidential Draft Registration Statement on Form S -11
Submitted November 19, 2012
  CIK No. 0001527950

Dear Mr. Zugel :

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 registratio n 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 these  comments  and your amended
confidential draft registration statement or filed registration statement,  we may have  additional
comments.

General

1. We note your statements in the prospectus and analysis beginning on page 1 24 that you
are not an investment company subject to the Investment Company Act of 1940. Please
note that we have referred the registration statement to the Division of  Investment
Management for further review.

2. Please supplementally provide us with cop ies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications. Similarly, please
supplementally provide us with any research reports about you that are published or
distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by

Christian Zugel , Chairman
ZAIS Financial Corp.
December 17, 2012
Page 2
 Section 105(a) of the Jumpstart Our Business St artups Act by any broker or dealer that is
participating or will participate in your offering.

3. Please provide the disclosure required by Item 50 6 of Regulation S -K or provide us with
an analysis as to why you believe this disclosure is not applicable.

4. Please tell us your estimate aggregate offering amount.

Prospectus Summary, page 1

Investment Guidelines, page 8

5. We note that your investment guidelines may be changed without a shareholder vote.
Please disclose how shareholders will be notified in the event there is a change in your
investment guidelines.

Capitalization, page 82

6. We note that your pro forma capitalization gives effect to the October  11, 2012 private
offering of shares of common stoc k and OP units . Please tell us why you have not given
pro forma effect to the use of the proceeds from such offering to repurchase shares of
common stock as disclosed on page 88 and F -26.

Management’s Discussion and Analysis, page  85

7. Please disclose and substantiate the estimated net asset value per share that is the partial
basis for your 26.9% return provided to initial investors.

8. Please disclose the spread between the yield on your assets and your cost of funds,
including the impact of interest rate hedging.

9. Please disclose the constant prepayment rate for your RMBS assets.

10. Here or in the approp riate section, please provide the measure , internal or otherwise,  used
to determine the credit quality /risks associated with  your non-Agency assets.

Liquidity and Capital Resources, page 101

11. We note the current concentration of counterparties that provide you with repurchase
financing.  Please tell us your  current counterparties .

12. Please discuss the typical  haircut  provisions associated with  your repurchase agreements
or advise.

Christian Zugel , Chairman
ZAIS Financial Corp.
December 17, 2012
Page 3
 Our Advisor and Investment Advisory Agreement, page 131

Biographical Information, page 131

13. We note that Messrs. Zugel and Szymanski and Ms. Crowley serve on your board of
directors. Please briefly discuss the specific experience, qualifications, attributes or skills
that led to the conclusion that the se individuals should serve as director s.  Provide similar
disclosure for your director no minees when you have identified them.   Refer to Item
401(e)(1) of Regulation S -K.

Historical Performance of Certain Funds and Managed Accounts Managed by ZAIS, page 141

14. Instead  of generically referring to the economic downturn as an adverse experience,
please revise to clarify how such downturn specifically affected the programs discussed.

15. Please provide us with a sample of how you calculated the IRR for several of the funds
listed.

Conflicts of Interest, page 148

16. We note that your Advisor and its affiliates  have other funds with sim ilar investment
targets.  Please disclose the size of these funds and discuss in greater detail how
investment opportunities will be allocated.

Equity Incentive Plan, page 151

17. Please tell us if you plan to include in your future Exchange Act reports  the disclosure
required by Item 402 of Regulation S -K for awards made under the Equity Incentive
Plan.

Note 1. Formation and Organization, page F -32

18. Your disclosure indicates that a mutually agreed upon portion of the shareholders’ and
limited part ners’ interest s in ZAIS Matrix VI -A Ltd. And ZAIS Matrix VI -B L.P. were
exchanged for your common stock.  Please clarify whether the mutually agreed upon
portion constitutes substantially all of the equity of the Matrix funds or some other
percentage.

Exhibit Index

19. Please tell us what consideration you gave in d eciding not to file the master repurchase
agreements as exhibits to the registration statement.  Refer to Item 601(b)(10) of
Regulation S -K.

Christian Zugel , Chairman
ZAIS Financial Corp.
December 17, 2012
Page 4

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 website 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 submissions 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 co mments
on the financial stateme ts 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