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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Zais Grp. Holdings, Inc. (delisted) | NASDAQ:ZAIS | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 4.09 | 4.09 | 4.40 | 0 | 01:00:00 |
Mark Russo
General Counsel
ZAIS Group Holdings, Inc.
Two Bridge Avenue, Suite 322 Red Bank, NJ 07701-1106 (732) 978-7518 |
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Christian Zugel
Two Bridge Avenue, Suite 322 Red Bank, NJ 07701 (732) 530-3610 |
Warren S. de Wied
John Liftin
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004
(212) 859-4000
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Thomas Giegerich
Brian Hoffmann
McDermott Will & Emery LLP
340 Madison Avenue
New York, New York 10173
(212) 547-5400
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a.
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☒
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The filing of solicitation materials or an information statement subject to Regulation 14A,
Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
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b.
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The filing of a registration statement under the Securities Act of 1933.
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c.
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A tender offer.
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d.
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None of the above.
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Calculation of Filing Fee
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Transaction Valuation*
$
58,102,321.80
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Amount of Filing Fee*
$
7,233.74
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*
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In accordance with Exchange Act Rule 0-11(c) and Fee Rate Advisory No. 1 for Fiscal Year 2018, issued August 24, 2017, the filing fee of $7,233.74 was determined by multiplying 0.0001245 by $58,102,321.80, which represents the sum of (x) the purchase price of $26,650,000 payable pursuant to the Share Purchase Agreement, plus (y) the aggregate Merger Consideration of
$
31,452,321.80. The aggregate Merger Consideration was calculated based on the sum of (i) 7,567,615 outstanding shares of Class A Common Stock as of February 14, 2018 to be acquired pursuant to the merger multiplied by the $4.10 per share Merger Consideration and (ii) 103,683 shares of Class A Common Stock subject to restricted stock units as of February 14, 2018 multiplied by the $4.10 per share Merger Consideration.
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☒
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Fee paid previously with preliminary materials.
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☐
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Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a) (2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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The Company will be eligible to terminate, and intends to terminate, its Exchange Act reporting obligations.
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The Company has no public shareholders, and is controlled by Mr. Zugel and his affiliates.
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Each share of Class A Common Stock, outstanding immediately prior to the effective time of the Merger, was cancelled and converted into the right to receive $4.10 in cash, without interest and less any required withholding taxes, other than (i) shares owned by Z Acquisition, (ii) shares beneficially owned by the members of Z Acquisition (including Mr. Zugel and Mr. Curry), Mr. Zugel's current spouse, and certain trusts for members of Mr. Zugel's family (Z Acquisition, the members of Z Acquisition, Mr. Zugel's current spouse, and the trusts are referred to collectively as the "Parent Group"), and (iii) shares for which appraisal rights have been properly and validly perfected and not waived, withdrawn, or lost.
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Each restricted stock unit ("RSU") granted under the ZAIS Group Holdings, Inc. 2015 Stock Incentive Plan that was outstanding immediately prior to the effective time of the Merger was cancelled and converted into the right to receive $4.10 in cash for the number of shares of Class A Common Stock underlying such RSUs.
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On May 18, 2018, the Company notified NASDAQ of the completion of the Merger, and requested that NASDAQ (i) suspend trading of shares of Class A Common Stock on the Nasdaq Capital Market and (ii) file with the SEC a Form 25, Notification of Removal from Listing and/or Registration under Section 12(b) of the Exchange Act, to delist the Shares from the Nasdaq Capital Market and to deregister the Shares under Section 12(b) of the Exchange Act. The Form 25 becomes effective 10 days after filing, at which time the Class A Common Stock will be delisted from NASDAQ and no public trading market will exist for these shares. Additionally, the Company intends to file with the SEC certifications on Form 15 under the Exchange Act requesting the deregistration of shares of Class A Common Stock under Section 12(g) of the Exchange Act and the suspension of the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act as promptly as practicable
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(a)(1)
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Definitive Proxy Statement of ZAIS Group Holdings, Inc. (incorporated by reference to the Schedule 14A (File No. 001-35848), filed by the Company with the SEC on March 30, 2018 (the "Definitive Proxy Statement")).
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(a)(2)
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Form of Proxy Card (incorporated by reference to the Definitive Proxy Statement).
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(a)(3)
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Letter to the Company Stockholders (incorporated by reference to the Definitive Proxy Statement).
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(a)(4)
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Notice of Annual Meeting of Stockholders (incorporated by reference to the Definitive Proxy Statement).
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(a)(5)
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Press Release, dated January 12, 2018 (incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K (File No. 001-35848), filed with the SEC on January 12, 2018).
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(a)(6)
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Letter from Christian Zugel to the Special Committee, dated September 5, 2017 (incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K (File No. 001-35848), filed with the SEC on September 7, 2017).
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(c)(1)
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Opinion of Houlihan Lokey Capital, Inc. (incorporated by reference to Annex B of the Definitive Proxy Statement).
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(c)(2)
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Presentation, dated January 11, 2018, of Houlihan Lokey Capital, Inc. to the Special Committee (incorporated by reference to Exhibit (c)(2) to the Schedule 13E-3/A (File No. 005-87370), filed with the SEC on February 16, 2018).
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(c)(3)
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Preliminary Discussion Materials, dated November 15, 2017, of Houlihan Lokey Capital, Inc. for the Special Committee (incorporated by reference to Exhibit (c)(3) to the Schedule 13E-3/A (File No. 005-87370), filed with the SEC on February 16, 2018).
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(d)(1)
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Agreement and Plan of Merger, dated as of January 11, 2018, by and among ZAIS Group Holdings, Inc., Z Acquisition LLC, and ZGH Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K (File No. 001-35848), filed with the SEC on January 12, 2018).
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(d)(3)
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Stockholder Voting and Support Agreement, dated as of January 11, 2018, by and among ZAIS Group Holdings, Inc., Z Acquisition LLC, Christian Zugel, Sonia Zugel, Zugel Family Trust, and Family Trust U/A Christian M. Zugel 2005 GRAT (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-35848), filed with the SEC on January 12, 2018).
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(d)(4)
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Stockholder Voting and Support Agreement, dated as of January 11, 2018, by and among ZAIS Group Holdings, Inc. and Ramguard LLC, NAR Special Global, LLC, and, for limited purposes, Neil Ramsey (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K (File No. 001-35848), filed with the SEC on January 12, 2018).
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(d)(5)
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Letter Agreement, dated as of January 11, 2018, executed by Daniel Curry (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K (File No. 001-35848), filed with the SEC on January 12, 2018).
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(d)(6)
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Investment Agreement, dated as of January 11, 2018, by and among ZAIS Group Parent, LLC, Z Acquisition LLC and, for limited purposes, Christian Zugel (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K (File No. 001-35848), filed with the SEC on January 12, 2018).
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(d)(7)
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Share Purchase Agreement, dated as of September 5, 2017 by and among Z Acquisition LLC, Ramguard LLC, and Christian Zugel (incorporated by reference to the Schedule 13D/A (File No. 005-87370) filed by Christian Zugel and Z Acquisition LLC (File No. 005-87370) with the SEC on September 6, 2017).
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(d)(8)
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Amended and Restated Share Purchase Agreement, dated as of January 11, 2018 by and among Z Acquisition LLC, Ramguard LLC, and Christian Zugel (incorporated by reference to Exhibit 99.8 to the Schedule 13D/A (File No. 005-87370) filed by Christian Zugel, Z Acquisition LLC, Zugel Family Trust, Sonia Zugel and Family Trust U/A Christian M. Zugel 2005 GRAT with the SEC on January 16, 2018).
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(d)(9)
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Second Amended and Restated Limited Liability Company Agreement of Z Acquisition LLC, dated as of January 11, 2018, by and among Z Acquisition LLC, Christian Zugel, Daniel Curry, Sonia Zugel and Zugel Family Trust and the other Members (incorporated by reference to Exhibit 99.11 to the Schedule 13D/A (File No. 005-87370) filed by Christian Zugel, Z Acquisition LLC, Zugel Family Trust, Sonia Zugel and Family Trust U/A Christian M. Zugel 2005 GRAT with the SEC on January 16, 2018).
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(d)(10)
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Investment Agreement, dated as of September 16, 2014, by and among ZAIS Group Parent, LLC, HF2 Financial Management Inc. and the members of ZAIS Group Parent, LLC, as amended on October 31, 2014 (incorporated by reference to Annex A to the Company's Definitive Proxy Statement on Schedule 14A (File No. 001-35848), filed with the SEC on January 16, 2015).
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(d)(11)
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Second Amendment to Investment Agreement, dated as of March 4, 2015, by and among HF2 Financial Management Inc., ZGP and the members of ZGP (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K (File No. 001-35848), filed with the SEC on March 4, 2015).
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(d)(12)
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Voting Trust Agreement, dated as of March 17, 2015, by and among Christian M. Zugel, Laureen Lim, Sonia Zugel, Family Trust u/ Christian M. Zugel 2005 GRAT, Zugel Family Trust, Christian M. Zugel, as trustee, and the Company (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K (File No. 001-35848), filed with the SEC on March 23, 2015).
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(d)(13)
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Second Amended and Restated Limited Liability Company Agreement of ZAIS Group Parent, LLC, entered into as of March 17, 2015 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-35848), filed with the SEC on March 23, 2015).
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(d)(14)
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First Amendment to the Second Amended and Restated Limited Liability Company Agreement of ZAIS Group Parent, LLC, entered into as of March 20, 2015 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K (File No. 001-35848), filed with the SEC on March 23, 2015).
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(d)(15)
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Second Amendment to the Second Amended and Restated Limited Liability Company Agreement of ZAIS Group Parent, LLC, entered into as of July 21, 2015 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-35848), filed with the SEC on July 27, 2015).
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(d)(16)
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Exchange Agreement, dated as of March 17, 2015, by and among the Company, ZGP, the Company Unitholders (as defined therein) and Christian M. Zugel (solely in his capacity as the trustee of the ZGH Class B Voting Trust) (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K (File No. 001-35848), filed with the SEC on March 23, 2015).
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(d)(17)
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First Amendment to Exchange Agreement by and among ZAIS Group Parent, LLC, ZAIS Group Holdings, Inc., the Company Unitholders (as defined therein) and Christian M. Zugel, as trustee of the ZGH Class B Voting Trust, entered into as of July 21, 2015 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K (File No. 001-35848), filed with the SEC on July 27, 2015).
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(d)(18)
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Registration Rights Agreement, dated as of March 17, 2015, by and among the Company and the Holders (as defined therein) (incorporated by reference to Exhibit 10.4 to the registrant's Current Report on Form 8-K (File No. 001-35848), filed with the SEC on March 23, 2015).
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(d)(19)
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Tax Receivable Agreement, dated as of March 17, 2015, by and among the Company and the parties signatory thereto (incorporated by reference to Exhibit 10.5 to the registrant's Current Report on Form 8-K (File No. 001-35848), filed with the SEC on March 23, 2015).
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(d)(20)
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First Amendment to Tax Receivable Agreement by and among ZAIS Group Holdings, Inc. and the other parties signatory thereto, entered into as of July 21, 2015 (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K (File No. 001-35848) filed, with the SEC on July 27, 2015).
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(f)
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General Corporation Law of the State of Delaware Section 262—Appraisal Rights (incorporated by reference to Annex C of the Definitive Proxy Statement)
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ZAIS GROUP HOLDINGS, INC.
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By:
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/s/ Nisha Motani
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Nisha Motani
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Chief Financial Officer
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ZGH MERGER SUB, INC.
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By:
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/s/ Nisha Motani
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Nisha Motani
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Treasurer
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Z ACQUISITION LLC
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By:
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/s/ Christian Zugel
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Christian Zugel
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Managing Member
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CHRISTIAN ZUGEL
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/s/ Christian Zugel
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Christian Zugel
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DANIEL CURRY
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/s/ Daniel Curry
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Daniel Curry
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1 Year ZAIS Group Holdings, Inc. Chart |
1 Month ZAIS Group Holdings, Inc. Chart |
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