ZAIS Group Holdings Announces Completion Of Going Private Transaction

5/20/18

ZAIS Group Holdings, Inc. (NASDAQ: ZAIS) announced that it has completed the previously announced going private merger of ZGH Merger Sub, Inc., a wholly-owned subsidiary of the Company, with and into the Company, whereby the Company survived the Merger and became a subsidiary of Z Acquisition LLC, a Delaware limited liability company of which Christian Zugel, the Company's Chairman and Chief Investment Officer, is the sole managing member. The Merger was effected pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 11, 2018, by and among the Company, Parent and Merger Sub.

At the effective time of the Merger, each share of Class A common stock of the Company (" Class A Common Stock") issued and outstanding immediately prior to the effective time of the Merger (with the exception of certain excluded shares) was converted into the right to receive $4.10 in cash, without interest and less any applicable withholding taxes (the "Merger Consideration"), in accordance with the Merger Agreement. In addition, each restricted stock unit in respect of shares of Class A Common Stock ("RSU") was converted into the right to receive the Merger Consideration multiplied by the number of shares underlying the RSU.

The Company today notified NASDAQ of the completion of the Merger and requested that trading in the Class A Common Stock be suspended and that NASDAQ file with the Securities and Exchange Commission ("SEC") a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on Form 25, thereby commencing the process of delisting and deregistering the Class A Common Stock. The Company intends to file a Form 15 to suspend its reporting obligations under Section 15(d) of the Exchange Act and to deregister its Class A Common Stock under Section 12(g) of the Exchange Act.

ABOUT ZAIS GROUP HOLDINGS, INC.

ZAIS is the managing member of, ZAIS Group Parent, LLC ("ZGP"). ZGP is the sole member of ZAIS Group, LLC ("ZAIS Group"), an investment advisory and asset management firm focused on specialized credit strategies with approximately $4.793 billion of assets under management as of March 31, 2018. Based in Red Bank, New Jersey with operations in London, ZAIS Group employs professionals across investment management, client relations, information technology, analytics, finance, law, compliance, risk management and operations. To learn more, visit www.zaisgroupholdings.com.

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