ZAIS Financial Corp. (NYSE: ZFC) today announced that Institutional Shareholder Services Inc. and Glass Lewis, following their detailed review of the transaction, each recommend that ZFC stockholders vote FOR the issuance of shares in connection with ZFC's merger with Sutherland Asset Management.
In their analysis, ISS cited a number of reasons why ZFC stockholders should vote in favor of the Sutherland transaction, including:
- The proposed merger appears to offer higher value than liquidation
- The proposed merger mitigates both the cost of terminating ZFC's current advisory agreement, and potential litigation exposure related to GMFS
In arriving at its conclusion, GL stated "…we find that the proposed transaction is the result of a thorough sale process that was publicly announced and involved a large number of potential buyers, leaving little doubt that it likely represents the most favorable offer available at the present time, in our view."
In line with the ISS and GL recommendations, ZFC also urges stockholders to vote FOR all proposals related to the merger at the Company's special meeting scheduled to take place on September 27, 2016.
Okapi Partners LLC is assisting ZFC with its efforts to solicit proxies. Any stockholders who have questions about voting their shares should call Okapi Partners LLC toll free at (877) 285-5990.
ABOUT ZAIS FINANCIAL CORP. ZAIS Financial Corp. is a real estate investment trust ("REIT") which originates, acquires, finances, services and manages a diversified portfolio of residential mortgage assets, other real estate-related securities and financial assets. The Company is externally managed and advised by ZAIS REIT Management, LLC, a subsidiary of ZAIS Group, LLC. Additional information can be found on the Company's website at www.zaisfinancial.com.
ABOUT SUTHERLAND ASSET MANAGEMENT SAM is a privately held REIT that originates, acquires, finances, services and manages small balance commercial ("SBC") loans, Small Balance Administration ("SBA") loans, and mortgage backed securities ("MBS") collateralized primarily by SBC loans, or other real estate-related investments. SAM is externally managed and advised by Waterfall Asset Management LLC.
