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Deal Overview

Sutherland Asset Management Corporation
ZAIS Financial Corp.
Deal Type:
Specialty Finance Company
Agreement Date:
Announcement Date:
Announced Deal Value ($ M):
Completion Date:

Consideration Breakout
Cash ($M) 64.0
Common Stock ($M) 373.1
Common Stock Issued 28,159,080

Deal Terms
Description of Consideration

Sutherland Asset Management Corp. (SAM) has merged with ZAIS Financial Corp. (ZFC) in a reverse merger transaction. As of December 31, 2015, SAM's and ZFC's Adjusted Book Value per share, on a pro-forma basis, would have been $14.32 and $18.29 (before transaction expenses), respectively, representing an exchange ratio of 0.7829, with every share of SAM being exchanged for 0.7829 ZFC share. Under a pro forma exchange ratio, as of December 31, 2015, SAM stockholders would receive approximately 26.2 million ZFC shares, which would value ZFC at approximately 91.6% of book value or $18.29 per share of common stock and operating partnership unit. After the amendments in the agreement on September 12, 2016, SAM common stockholders received 0.8356 newly issued shares of the combined company common stock for each share of SAM common stock held immediately prior to the effective time of the merger. In addition to this, ZFC will also assume SAM's net debt valued approximately at $1.7 billion.

Percent Acquired (%) 100.00
Purchase Method Acquisition
Merger of Equals? NA
Estimated Cost Savings (%) NA
Estimated Cost Savings ($ 000) NA
Est. Restructuring Charges ($ 000) NA
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes Merrill Lynch Pierce Fenner
Seller Yes Houlihan Lokey Capital Inc.
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Sidley Austin LLP
Seller Yes Alston & Bird LLP

Price Data

$(0.10) (0.60)%
Market Cap ($M)


To contact Sutherland Asset Management Corporation please use the information below: 

Waterfall Asset Management, LLC 
1140 Avenue of the Americas, 7th Floor
New York, NY 10036