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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to ZAIS Group Holdings, Inc.
SEC Filings (Chronological Order)
På denne siden finner du en fullstendig, kronologisk liste over SEC-arkiveringer, med unntak av eierskaps-arkiveringer som vi leverer andre steder.
| May 29, 2018 |
ZAIS / ZAIS Group Holdings, Inc. 15-12B 15-12B 1 tv49506815-12b.htm 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-35848 ZAIS GROUP HOLDINGS, INC. (Exac |
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| May 21, 2018 |
ZAIS / ZAIS Group Holdings, Inc. / Zugel Christian SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 4 ZAIS GROUP HOLDINGS, INC. (Name of Issuer) ZAIS GROUP HOLDINGS, INC. ZGH MERGER SUB, INC. Z ACQUISITION LLC CHRISTIAN ZUGEL DANIEL A. CURRY (Name of Persons Filing Statement) Class A Common Stock, par value $0.0001 per |
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| May 21, 2018 |
ZAIS / ZAIS Group Holdings, Inc. / Zugel Christian Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 5) Under the Securities Exchange Act of 1934* ZAIS GROUP HOLDINGS, INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 98887G106 (CUSIP Number) Christian Zugel Two Bridge Avenue, Suite 322 Red Bank, NJ 07701 (732) 530-3610 (Name, Address and Telep |
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| May 21, 2018 |
PROMISSORY NOTE AND PLEDGE AGREEMENT Exhibit 99.17 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, TRANSFERRED, EXCHANGED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE REQUIREMENTS OF THE SECURITIES ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER AND ANY OTHER APPLICABLE LAWS, RULES AND REGULATIONS, INCLUDING, WITHOUT LIMITATION, STATE SECUR |
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| May 18, 2018 |
ZAIS / ZAIS Group Holdings, Inc. S-8 POS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1. TO FORM S-8 REGISTRATION STATEMENT NO. 333-211246 UNDER THE SECURITIES ACT OF 1933 ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 46-1314400 (State or other jurisdiction of incorporation) (IRS Employer Identification No.) Two Bridge Avenue, Suite 322, R |
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| May 18, 2018 |
ZAIS / ZAIS Group Holdings, Inc. POS AM POS AM 1 tv494621posam.htm POS AM UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1. TO FORM S-3 REGISTRATION STATEMENT NO. 333-208171 UNDER THE SECURITIES ACT OF 1933 ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 46-1314400 (State or other jurisdiction of incorporation) (IRS Employer Identification No |
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| May 18, 2018 |
EX-3.1 2 tv494620ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ZAIS GROUP HOLDINGS, INC. First: The name of the corporation is ZAIS Group Holdings, Inc. (the “Corporation”). Second: The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, County of New Castle, Wilmington, Delaware 19808. The name of the Co |
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| May 18, 2018 |
8-K 1 tv4946208k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ————————— FORM 8-K ————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2018 ————————— ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (Sta |
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| May 18, 2018 |
ZAIS GROUP HOLDINGS, INC. ANNOUNCES COMPLETION OF GOING PRIVATE TRANSACTION EX-99.1 4 tv494620ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 PRESS RELEASE CONTACT: ZAIS Investor Relations 732-450-7440 ZAIS GROUP HOLDINGS, INC. ANNOUNCES COMPLETION OF GOING PRIVATE TRANSACTION Red Bank, NJ – May 18, 2018 – ZAIS Group Holdings, Inc. (NASDAQ: ZAIS) (“ZAIS” or the “Company”) today announced that it has completed the previously announced going private merger (the “Merger”) of ZGH Merger |
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| May 18, 2018 |
Amended and Restated Bylaws of ZAIS Group Holdings, Inc., dated May 18, 2018. EX-3.2 3 tv494620ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 BYLAWS OF ZAIS GROUP HOLDINGS, INC. (THE “CORPORATION”) ARTICLE I Offices SECTION 1. Registered Office. The registered office of the Corporation shall be in the State of Delaware. SECTION 2. Other Offices. The Corporation may also have an office or offices other than said registered office at such place or places, either within or without the Stat |
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| May 17, 2018 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 tv4944428k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ————————— FORM 8-K ————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2018 ————————— ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (Sta |
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| May 17, 2018 |
ZAIS GROUP HOLDINGS, INC. ANNOUNCES STOCKHOLDER APPROVAL OF GOING PRIVATE MERGER Exhibit 99.1 PRESS RELEASE CONTACT: ZAIS Investor Relations 732-450-7440 ZAIS GROUP HOLDINGS, INC. ANNOUNCES STOCKHOLDER APPROVAL OF GOING PRIVATE MERGER Red Bank, NJ – May 17, 2018 – ZAIS Group Holdings, Inc. (NASDAQ: ZAIS) (“ZAIS” or the “Company”) today announced that, at its annual meeting of stockholders held today, the stockholders of the Company voted to adopt the Agreement and Plan of Merg |
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| May 14, 2018 |
ZAIS / ZAIS Group Holdings, Inc. / Smof Ii Investment Manager, Llc - MAY 14, 2018 Passive Investment Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ZAIS Group Holdings, Inc. (Name of Issuer) Class A Common stock, par value $0.0001 per share (Title of Class of Securities) 98887G106 (CUSIP Number) May 7, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pur |
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| May 14, 2018 |
ZAIS / ZAIS Group Holdings, Inc. / Smof Ii Investment Manager, Llc - MAY 14, 2018 Passive Investment Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ZAIS Group Holdings, Inc. (Name of Issuer) Class A Common stock, par value $0.0001 per share (Title of Class of Securities) 98887G106 (CUSIP Number) January 26, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| May 11, 2018 |
Offer Letter, dated January 4, 2018, between ZAIS Group, LLC and Daniel Curry Exhibit 10.3 January 4, 2018 ZAIS Group, LLC 2 Bridge Ave Suite 322 Red Bank, NJ 07701 Mr. Daniel Curry [ADDRESS REDACTED] Dear Mr. Curry, Please let this letter serve as confirmation of your offer of employment by ZAIS Group, LLC (“ZAIS”) to commence full time work on January 8, 2018 in the position of President of ZAIS, reporting to Christian Zugel, the Chief Investment Officer of ZAIS. Mr. Zuge |
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| May 11, 2018 |
ZAIS / ZAIS Group Holdings, Inc. 10-Q (Quarterly Report) 10-Q 1 tv49294710q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file nu |
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| May 11, 2018 |
Consulting Agreement, dated January 4, 2018, between the Company and Michael Szymanski. EX-10.1 2 tv492947ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 January 4, 2018 ZAIS Group Holdings, Inc., 2 Bridge Ave Suite 322 Red Bank, NJ 07701 Mr. Michael F. Szymanski [ADDRESS REDACTED] Dear Mike: You have advised us that you wish to step down as President of ZAIS Group, LLC (“ZG”) and President and Chief Executive Officer and Director of ZAIS Group Holdings, Inc. (“ZGH”) (ZG and ZGH, together with |
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| May 11, 2018 |
Release Agreement, dated January 4, 2018, between ZAIS Group, LLC and Michael Szymanski. EX-10.2 3 tv492947ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 RELEASE AGREEMENT This Release Agreement (“Agreement”) is made by and between ZAIS Group, LLC (“EMPLOYER” or “ZAIS”) and Michael F. Szymanski (“EMPLOYEE”) as of January 4, 2018 (the “Effective Date”). RECITALS A. For purposes of this Agreement, “EMPLOYER” means ZAIS Group, LLC and includes each of its predecessors, successors in interest, assi |
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| May 10, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ————————— FORM 8-K ————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2018 ————————— ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdiction |
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| May 10, 2018 |
ZAIS Group Holdings, Inc. Reports First Quarter 2018 Results ZAIS Group Holdings, Inc. Reports First Quarter 2018 Results RED BANK, N.J., May 10, 2018 /PRNewswire/ - ZAIS Group Holdings, Inc. (NASDAQ: ZAIS) ("ZAIS"), today reported financial results for the three months ended March 31, 2018. ZAIS conducts substantially all of its operations through ZAIS Group, LLC ("ZAIS Group"). ZAIS Group provides investment advisory and asset management services to priva |
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| May 9, 2018 |
ZAIS / ZAIS Group Holdings, Inc. DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State |
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| May 4, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2018 ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdiction of incorporation) (Commission F |
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| May 3, 2018 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 6) ZAIS GROUP HOLDINGS, INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 98887G106 (CUSIP Number) Eric T. Schwartz, E |
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| April 5, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2018 ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdiction of incorporation) (Commission |
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| March 30, 2018 |
ZAIS / ZAIS Group Holdings, Inc. DEFM14A DEFM14A 1 tv489945defm14a.htm DEFM14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule |
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| March 30, 2018 |
ZAIS / ZAIS Group Holdings, Inc. / Zugel Christian - SC 13E3/A SC 13E3/A 1 tv489964sc13e3a.htm SC 13E3/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 3 ZAIS GROUP HOLDINGS, INC. (Name of Issuer) ZAIS GROUP HOLDINGS, INC. ZGH MERGER SUB, INC. Z ACQUISITION LLC CHRISTIAN ZUGEL DANIEL A. CURRY (Name of Persons Filing Statement) Cl |
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| March 27, 2018 |
8-K 1 tv4896688k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2018 ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdictio |
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| March 27, 2018 |
ZAIS / ZAIS Group Holdings, Inc. FORM 8-K DEFA14A 1 tv4896688k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2018 ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdi |
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| March 19, 2018 |
ZAIS / ZAIS Group Holdings, Inc. PRER14A PRER14A 1 tv488567prer4a.htm PRER14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as |
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| March 19, 2018 |
EX-10.42 6 tv487565ex10-42.htm EXHIBIT 10.42 Exhibit 10.42 Description of 2012 agreement between Christian Zugel and other holders of equity interests in ZAIS Group, LLC Under the terms of an agreement dated February 27, 2012 by and between Christian Zugel, as managing member of ZAIS Group, LLC (“Mr. Zugel”), and holders of equity interests in ZAIS Group, LLC as of such date, Mr. Zugel is entitled |
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| March 19, 2018 |
Incentive Agreement, dated December 19, 2013, between ZAIS Group, LLC and Denise Crowley. EX-10.40 4 tv487565ex10-40.htm EXHIBIT 10.40 Exhibit 10.40 INCENTIVE AGREEMENT THIS INCENTIVE AGREEMENT is dated as of December 19, 2013, and is between ZAIS Group, LLC, a Delaware limited liability company (the “Company”), and, Denise Crowley, an individual residing at 420 Everett Road Holmdel, NJ 07733 (the “Employee”). RECITALS: The Employee is currently employed as a full time employee by the |
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| March 19, 2018 |
ZAIS / ZAIS Group Holdings, Inc. FORM 10-K (Annual Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-35848 ZAIS GROUP HOLDINGS, INC. |
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| March 19, 2018 |
List of Subsidiaries of ZAIS Group Holdings, Inc. EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT Subsidiary Jurisdiction of Formation ZAIS Alternative Credit Management, LLC Delaware ZAIS Atlas GP, LLC Delaware ZAIS Atlas SPV, LLC Delaware ZAIS Group, LLC Delaware ZAIS Group Parent, LLC Delaware ZAIS Leveraged Loan Manager, LLC Delaware ZAIS Leveraged Loan Manager 2, LLC Delaware ZAIS Leveraged Loan Manager 3, LLC Delaware ZAIS Leveraged Loan Manage |
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| March 19, 2018 |
Incentive Agreement, dated January 31, 2017, between ZAIS Group, LLC and Denise Crowley. Exhibit 10.41 INCENTIVE AGREEMENT THIS INCENTIVE AGREEMENT is dated as of January 31, 2017, and is between ZAIS Group, LLC, a Delaware limited liability company (the “Company”), and, Denise Crowley, an individual residing at 420 Everett Road Holmdel, NJ 07733 (the “Employee”). RECITALS: The Employee is currently employed as a full time employee by the Company. The Company considers the Employee to |
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| March 19, 2018 |
Exhibit 10.38 Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission. SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (“Agreement”) is made by and between ZAIS Group, LLC (“EMPLOYER” or |
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| March 19, 2018 |
Agreement, dated October 1, 2009, between ZAIS Group, LLC and Denise Crowley. Exhibit 10.39 THIS AGREEMENT made as of the 1st day of October, 2009 by and between ZAIS Group, LLC, a Delaware limited liability company (the “Company”), and Denise Crowley, an individual residing at 420 Everett Road, Holmdel NJ 07733 (the “Employee”). WITNESSETH: WHEREAS, the Employee is currently employed by the Company; and WHEREAS, the Company considers the Employee to be a valuable member of |
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| March 19, 2018 |
EX-14 7 tv487565ex14.htm EXHIBIT 14 EXHIBIT 14 ZAIS GROUP HOLDINGS, INC. Code of Ethics Introduction High ethical standards are essential for the success of the ZAIS Group Holdings, Inc., its subsidiaries and affiliates (“ZGH” or "Company" or “us” or “we”). All of us within the Company are expected to maintain the highest ethical standards when conducting our business. In keeping with these standa |
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| March 19, 2018 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 tv4888538k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ————————— FORM 8-K ————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2018 ————————— ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-13144 |
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| March 19, 2018 |
ZAIS Group Holdings, Inc. Reports Fourth Quarter And Full Year 2017 Results ZAIS Group Holdings, Inc. Reports Fourth Quarter And Full Year 2017 Results RED BANK, N.J., March 19, 2018 /PRNewswire/ - ZAIS Group Holdings, Inc. (NASDAQ: ZAIS) ("ZAIS"), today reported financial results for the three and twelve months ended December 31, 2017. ZAIS conducts substantially all of its operations through ZAIS Group, LLC ("ZAIS Group"). ZAIS Group provides investment advisory and ass |
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| March 19, 2018 |
ZAIS / ZAIS Group Holdings, Inc. / Zugel Christian - SC 13E3/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 2 ZAIS GROUP HOLDINGS, INC. (Name of Issuer) ZAIS GROUP HOLDINGS, INC. ZGH MERGER SUB, INC. Z ACQUISITION LLC CHRISTIAN ZUGEL DANIEL A. CURRY (Name of Persons Filing Statement) Class A Common Stock, par value $0.0001 per |
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| March 6, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2018 ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdiction of incorporation) (Commission |
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| February 16, 2018 |
ZAIS / ZAIS Group Holdings, Inc. PREM14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: x Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| February 16, 2018 |
ZAIS / ZAIS Group Holdings, Inc. / Zugel Christian - SC 13E3/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 1 ZAIS GROUP HOLDINGS, INC. (Name of Issuer) ZAIS GROUP HOLDINGS, INC. ZGH MERGER SUB, INC. Z ACQUISITION LLC CHRISTIAN ZUGEL DANIEL A. CURRY (Name of Persons Filing Statement) Class A Common Stock, par value $0.0001 per |
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| February 16, 2018 |
Exhibit (c)(3) ZAIS Group Holdings, Inc. DISCUSSION MATERIALS FOR THE SPECIAL COMMITTEE NOVEMBER 15, 2017 | CONFIDENTIAL Table of Contents 2 Page 1. Preliminary Financial Analysis 3 2. Appendix 10 Illustrative Preliminary Weighted Average Cost of Capital and Net Operating Loss Overview 11 Historical Financials 15 Financial Projections 18 Disclaimer 25 Page 1. Preliminary Financial Analysis 3 2. Ap |
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| February 16, 2018 |
Exhibit (c)(2) ZAIS Group Holdings, Inc. PRESENTATION TO THE SPECIAL COMMITTEE JANUARY 11, 2018 | CONFIDENTIAL Certain Changes Since November 15, 2017 Special Committee Discussion Materials Market Data Updated to January 10, 2018 Remaining ZAIS RSUs (2.1 million) priced at January 10, 2018 closing stock price of $3.80 per share (from $2.20 per share previously) Tax Reform Per Company management, t |
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| February 6, 2018 |
8-K 1 tv4849328k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2018 ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdict |
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| January 30, 2018 |
ZAIS / ZAIS Group Holdings, Inc. / BML Investment Partners, L.P. - NONE Passive Investment Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* ZAIS Group Holdings, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 98887G106 (CUSIP Number) January 29, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| January 30, 2018 |
ZAIS / ZAIS Group Holdings, Inc. / BML Investment Partners, L.P. - NONE Passive Investment Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ZAIS Group Holdings, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 98887G106 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| January 17, 2018 |
AMENDED AND RESTATED SHARE PURCHASE AGREEMENT Exhibit 99.7 AMENDED AND RESTATED SHARE PURCHASE AGREEMENT This AMENDED AND RESTATED SHARE Purchase Agreement (this “Agreement”), dated as of January 11, 2018, is made by and among Z Acquisition LLC, a Delaware limited liability company (“Buyer”), Ramguard LLC, a Delaware limited liability company (as successor-in-interest by conversion to d.Quant Special Opportunities Fund, L.P., a Delaware limit |
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| January 17, 2018 |
SC 13D/A 1 tv483361sc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 5) ZAIS GROUP HOLDINGS, INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 98887 |
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| January 16, 2018 |
Joint Filing Agreement, dated as of January 16, 2018. Exhibit 99.16 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of the amendment to statement on Schedule 13D (including any and all further amendments thereto) with respect to the Class A Shares of ZAIS Group Holdings, Inc., dated as of January 16, 2018, and further agree to the filing of this a |
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| January 16, 2018 |
Exhibit 99.8 AMENDED AND RESTATED SHARE PURCHASE AGREEMENT This AMENDED AND RESTATED SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of January 11, 2018, is made by and among Z Acquisition LLC, a Delaware limited liability company (“Buyer”), Ramguard LLC, a Delaware limited liability company (as successor-in-interest by conversion to d.Quant Special Opportunities Fund, L.P., a Delaware limit |
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| January 16, 2018 |
ZAIS / ZAIS Group Holdings, Inc. / Zugel Christian Activist Investment SC 13D/A 1 wd13da4-zaiszugel.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 4) Under the Securities Exchange Act of 1934* ZAIS GROUP HOLDINGS, INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 98887G106 (CUSIP Number) Christian Zugel Two Bridge Avenue, Suite 322 Red Bank, NJ 07701 (732) |
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| January 16, 2018 |
Exhibit 99.11 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF Z ACQUISITION LLC (A DELAWARE LIMITED LIABILITY COMPANY) DATED AS OF JANUARY 11, 2018 Table of Contents Page ARTICLE I ORGANIZATION 1.01 Name 1 1.02 Place of Principal Office; Registered Agent 1 1.03 Purposes and Powers 2 1.04 Term 2 1.05 Fiscal Year 2 1.06 Filings 2 1.07 Limitations on Company Powers 2 1.08 Partnersh |
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| January 12, 2018 |
EX-10.2 4 tv483218ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 Execution Version STOCKHOLDER VOTING AND SUPPORT AGREEMENT This Stockholder Voting AND SUPPORT Agreement (this “Agreement”) is made and entered into as of January 11, 2018, by and among ZAIS GROUP HOLDINGS, INC., a Delaware corporation (the “Company”), RAMGUARD LLC and its affiliates listed on the signature page(s) hereto (collectively, “Cover |
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| January 12, 2018 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER BY AND AMONG ZAIS GROUP HOLDINGS, INC., ZGH MERGER SUB, INC., AND Z ACQUISITION LLC DATED AS OF JANUARY 11, 2018 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this ?Agreement?), dated as of January 11, 2018, is entered into by and among ZAIS Group Holdings, Inc., a Delaware corporation (the ?Company?), ZGH Merger Sub, Inc |
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| January 12, 2018 |
Exhibit 10.1 Execution Version STOCKHOLDER VOTING AND SUPPORT AGREEMENT This Stockholder Voting AND SUPPORT Agreement (this ?Agreement?) is made and entered into as of January 11, 2018, by and among ZAIS GROUP HOLDINGS, INC., a Delaware corporation (the ?Company?), and each of the stockholders listed on the signature page(s) hereto (collectively, ?Covered Stockholders? and each individually, a ?Co |
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| January 12, 2018 |
8-K 1 tv4832188k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ————————— FORM 8-K ————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2018 ————————— ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 |
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| January 12, 2018 |
Exhibit 99.1 PRESS RELEASE ZAIS GROUP HOLDINGS, INC. ENTERS INTO DEFINITIVE MERGER AGREEMENT; TRANSACTION WOULD RESULT IN COMPANY GOING PRIVATE Red Bank, NJ ? January 12, 2018 ? ZAIS Group Holdings, Inc. (NASDAQ: ZAIS) (?ZAIS? or the ?Company?) today announced that it has signed a definitive merger agreement with Z Acquisition LLC, a Delaware limited liability company (?Z Acquisition?), and ZGH Me |
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| January 12, 2018 |
Letter Agreement, dated as of January 11, 2018, executed by Daniel Curry. Exhibit 10.3 January 11, 2018 Special Committee of the Board of Directors ZAIS Group Holdings, Inc. Two Bridge Avenue, Suite 322 Red Bank, NJ 07701 Attn: Paul B. Guenther, Chairman Dear Paul: I understand that the Special Committee has asked me to provide ZAIS Group Holdings, Inc. (the ?Company?) with certain assurances as a material inducement to the willingness of the Special Committee to recomm |
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| January 12, 2018 |
Exhibit 10.4 INVESTMENT AGREEMENT BY AND AMONG ZAIS GROUP PARENT, LLC, Z ACQUISITION LLC, AND, SOLELY FOR THE PURPOSES OF SECTION 4.02 HEREOF, CHRISTIAN ZUGEL DATED AS OF JANUARY 11, 2018 INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT (this ?Agreement?), dated as of January 11, 2018, is entered into by and among (i) ZAIS Group Parent, LLC, a Delaware limited liability company (the ?Company?), and |
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| January 12, 2018 |
Exhibit 10.4 INVESTMENT AGREEMENT BY AND AMONG ZAIS GROUP PARENT, LLC, Z ACQUISITION LLC, AND, SOLELY FOR THE PURPOSES OF SECTION 4.02 HEREOF, CHRISTIAN ZUGEL DATED AS OF JANUARY 11, 2018 INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT (this ?Agreement?), dated as of January 11, 2018, is entered into by and among (i) ZAIS Group Parent, LLC, a Delaware limited liability company (the ?Company?), and |
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| January 12, 2018 |
Exhibit 10.2 Execution Version STOCKHOLDER VOTING AND SUPPORT AGREEMENT This Stockholder Voting AND SUPPORT Agreement (this ?Agreement?) is made and entered into as of January 11, 2018, by and among ZAIS GROUP HOLDINGS, INC., a Delaware corporation (the ?Company?), RAMGUARD LLC and its affiliates listed on the signature page(s) hereto (collectively, ?Covered Stockholders? and each individually, a |
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| January 12, 2018 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER BY AND AMONG ZAIS GROUP HOLDINGS, INC., ZGH MERGER SUB, INC., AND Z ACQUISITION LLC DATED AS OF JANUARY 11, 2018 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 11, 2018, is entered into by and among ZAIS Group Holdings, Inc., a Delaware corporation (the “Company”), ZGH Merger Sub, Inc |
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| January 12, 2018 |
Letter Agreement, dated as of January 11, 2018, executed by Daniel Curry. Exhibit 10.3 January 11, 2018 Special Committee of the Board of Directors ZAIS Group Holdings, Inc. Two Bridge Avenue, Suite 322 Red Bank, NJ 07701 Attn: Paul B. Guenther, Chairman Dear Paul: I understand that the Special Committee has asked me to provide ZAIS Group Holdings, Inc. (the ?Company?) with certain assurances as a material inducement to the willingness of the Special Committee to recomm |
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| January 12, 2018 |
ZAIS / ZAIS Group Holdings, Inc. 8-K DEFA14A 1 tv4832188k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ————————— FORM 8-K ————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2018 ————————— ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314 |
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| January 12, 2018 |
EX-10.1 3 tv483218ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Execution Version STOCKHOLDER VOTING AND SUPPORT AGREEMENT This Stockholder Voting AND SUPPORT Agreement (this “Agreement”) is made and entered into as of January 11, 2018, by and among ZAIS GROUP HOLDINGS, INC., a Delaware corporation (the “Company”), and each of the stockholders listed on the signature page(s) hereto (collectively, “Covered |
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| January 12, 2018 |
Press Release issued by ZAIS Group Holdings, Inc., dated January 12, 2018. Exhibit 99.1 PRESS RELEASE ZAIS GROUP HOLDINGS, INC. ENTERS INTO DEFINITIVE MERGER AGREEMENT; TRANSACTION WOULD RESULT IN COMPANY GOING PRIVATE Red Bank, NJ ? January 12, 2018 ? ZAIS Group Holdings, Inc. (NASDAQ: ZAIS) (?ZAIS? or the ?Company?) today announced that it has signed a definitive merger agreement with Z Acquisition LLC, a Delaware limited liability company (?Z Acquisition?), and ZGH Me |
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| January 5, 2018 |
8-K 1 tv4826088k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2018 ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdiction of |
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| January 5, 2018 |
ZAIS GROUP HOLDINGS, INC. ANNOUNCES MANAGEMENT CHANGES Exhibit 99.1 PRESS RELEASE CONTACT: ZAIS Investor Relations 732-450-7440 ZAIS GROUP HOLDINGS, INC. ANNOUNCES MANAGEMENT CHANGES Red Bank, NJ – January 5, 2018 – ZAIS Group Holdings, Inc. (“ZGH”) announced today that Michael Szymanski has tendered his resignation as Chief Executive Officer, President and a Director and that the ZGH Board of Directors has elected Daniel Curry to succeed Mr. Szymansk |
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| January 5, 2018 |
8-K 1 tv4827608k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ————————— FORM 8-K ————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2018 ————————— ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314 |
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| December 18, 2017 |
Exhibit 99.11 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF Z ACQUISITION LLC (A DELAWARE LIMITED LIABILITY COMPANY) DATED AS OF DECEMBER 14, 2017 Table of Contents Page ARTICLE I ORGANIZATION 1.01 Name 1 1.02 Place of Principal Office; Registered Agent 1 1.03 Purposes and Powers 2 1.04 Term 2 1.05 Fiscal Year 2 1.06 Filings 2 1.07 Limitations on Company Powers 2 1.08 Partnership Tax |
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| December 18, 2017 |
Joint Filing Agreement, dated as of December 18, 2017. Exhibit 99.12 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of the amendment to statement on Schedule 13D (including any and all further amendments thereto) with respect to the Class A Shares of ZAIS Group Holdings, Inc., dated as of December 18, 2017, and further agree to the filing of this |
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| December 18, 2017 |
ZAIS / ZAIS Group Holdings, Inc. / Zugel Christian Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 3) Under the Securities Exchange Act of 1934* ZAIS GROUP HOLDINGS, INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 98887G106 (CUSIP Number) Christian Zugel Two Bridge Avenue, Suite 322 Red Bank, NJ 07701 (732) 530-3610 (Name, Address and Telep |
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| December 5, 2017 |
8-K 1 tv4808548k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ————————— FORM 8-K ————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2017 ————————— ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-131 |
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| December 4, 2017 |
ZAIS / ZAIS Group Holdings, Inc. / BML Investment Partners, L.P. - NONE Passive Investment Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* ZAIS Group Holdings, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 98887G106 (CUSIP Number) November 22, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r |
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| November 22, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ????????? FORM 8-K ????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2017 ????????? ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdic |
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| November 22, 2017 |
ZAIS / ZAIS Group Holdings, Inc. / Zugel Christian Activist Investment SC 13D/A 1 wd13da2-zaiszugel.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 2) Under the Securities Exchange Act of 1934* ZAIS GROUP HOLDINGS, INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 98887G106 (CUSIP Number) Christian Zugel Two Bridge Avenue, Suite 322 Red Bank, NJ 07701 (732) |
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| November 21, 2017 |
ZAIS / ZAIS Group Holdings, Inc. / Zugel Christian SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES AND EXCHANGE ACT OF 1934 ZAIS Group Holdings, Inc. (Name of the Issuer) Christian Zugel Z Acquisition LLC (Names of Person(s) Filing Statement) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 98887G106 (CUSIP Number of Clas |
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| November 13, 2017 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2017 ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdiction of incorporation) (Commis |
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| November 13, 2017 |
ZAIS Group Holdings, Inc. Reports Third Quarter 2017 Results ZAIS Group Holdings, Inc. Reports Third Quarter 2017 Results RED BANK, N.J., Nov. 13, 2017 /PRNewswire/ - ZAIS Group Holdings, Inc. (NASDAQ: ZAIS) ("ZAIS"), today reported financial results for the three and nine months ended September 30, 2017. ZAIS conducts substantially all of its operations through ZAIS Group, LLC ("ZAIS Group"). ZAIS Group provides investment advisory and asset management ser |
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| November 13, 2017 |
ZAIS / ZAIS Group Holdings, Inc. 10-Q (Quarterly Report) 10-Q 1 tv47802210q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission fil |
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| November 3, 2017 |
8-K 1 tv4785068k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ————————— FORM 8-K ————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2017 ————————— ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-131 |
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| October 4, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2017 ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdiction of incorporation) (Commissi |
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| October 3, 2017 |
ZAIS GROUP HOLDINGS, INC. POSTPONES ANNUAL MEETING Exhibit 99.1 PRESS RELEASE ZAIS GROUP HOLDINGS, INC. POSTPONES ANNUAL MEETING Red Bank, NJ ? October 3, 2017 ? ZAIS Group Holdings, Inc. (NASDAQ: ZAIS) (?ZAIS? or the ?Company?) today announced that its Board of Directors determined to postpone the Company?s 2017 annual meeting of stockholders (the ?Annual Meeting?), previously scheduled for November 7, 2017. The Company?s Board of Directors deter |
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| October 3, 2017 |
Financial Statements and Exhibits, Other Events 8-K 1 v4762558k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ————————— FORM 8-K ————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2017 ————————— ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-13 |
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| September 7, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ????????? FORM 8-K ????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 7, 2017 ????????? ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdic |
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| September 6, 2017 |
Exhibit 99.1 Special Committee Zais Group Holdings, Inc. Two Bridge Avenue, Suite 322 Red Bank, NJ 07701 September 5, 2017 Dear Members of the Special Committee: As you know, the undersigned is trustee of an irrevocable trust holding all of the shares of Class B Common Stock of Zais Group Holdings, Inc. (the ?Company?), which represent a majority of the voting power of the Company, and (before giv |
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| September 6, 2017 |
Financial Statements and Exhibits, Other Events 8-K 1 v4747388k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ————————— FORM 8-K ————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2017 ————————— ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-131 |
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| September 6, 2017 |
Exhibit 99.8 SHARE PURCHASE AGREEMENT This SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of September 5, 2017, is made by and among Z Acquisition LLC, a Delaware limited liability company (“Buyer”), Ramguard LLC, a Delaware limited liability company (as successor-in-interest by conversion to d.Quant Special Opportunities Fund, L.P., a Delaware limited partnership) (“Seller”) and Christian |
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| September 6, 2017 |
ZAIS / ZAIS Group Holdings, Inc. / Zugel Christian Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 1) Under the Securities Exchange Act of 1934* ZAIS GROUP HOLDINGS, INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 98887G106 (CUSIP Number) Christian Zugel Two Bridge Avenue, Suite 322 Red Bank, NJ 07701 (732) 530-3610 (Name, Address and Telep |
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| September 6, 2017 |
Exhibit 99.9 Special Committee Zais Group Holdings, Inc. Two Bridge Avenue, Suite 322 Red Bank, NJ 07701 September 5, 2017 Dear Members of the Special Committee: As you know, the undersigned is trustee of an irrevocable trust holding all of the shares of Class B Common Stock of Zais Group Holdings, Inc. (the "Company"), which represent a majority of the voting power of the Company, and (before giv |
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| September 6, 2017 |
SC 13D/A 1 v474672sc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 4) ZAIS GROUP HOLDINGS, INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 98887G |
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| September 6, 2017 |
EX-99.7 2 v474672ex99-7.htm EXHIBIT 99.7 Exhibit 99.7 SHARE PURCHASE AGREEMENT This SHARE Purchase Agreement (this “Agreement”), dated as of September 5, 2017, is made by and among Z Acquisition LLC, a Delaware limited liability company (“Buyer”), Ramguard LLC, a Delaware limited liability company (as successor-in-interest by conversion to d.Quant Special Opportunities Fund, L.P., a Delaware limit |
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| August 14, 2017 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2017 ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdiction of incorporation) (Commissi |
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| August 14, 2017 |
ZAIS Group Holdings, Inc. Reports Second Quarter 2017 Results ZAIS Group Holdings, Inc. Reports Second Quarter 2017 Results RED BANK, N.J., Aug. 14, 2017 /PRNewswire/ - ZAIS Group Holdings, Inc. (NASDAQ: ZAIS) ("ZAIS"), today reported financial results for the three and six months ended June 30, 2017. ZAIS conducts substantially all of its operations through ZAIS Group, LLC ("ZAIS Group"). ZAIS Group provides investment advisory and asset management services |
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| August 14, 2017 |
ZAIS / ZAIS Group Holdings, Inc. 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35848 ZAIS GROUP HO |
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| August 3, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ????????? FORM 8-K ????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2017 ????????? ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdictio |
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| July 6, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ????????? FORM 8-K ????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 6, 2017 ????????? ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdiction |
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| June 9, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ????????? FORM 8-K ????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2017 ????????? ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdiction |
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| June 5, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ????????? FORM 8-K ????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2017 ????????? ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdiction |
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| May 11, 2017 |
ZAIS Group Holdings, Inc. Reports First Quarter 2017 Results ZAIS Group Holdings, Inc. Reports First Quarter 2017 Results RED BANK, N.J., May 11, 2017 /PRNewswire/ - ZAIS Group Holdings, Inc. (NASDAQ: ZAIS) ("ZAIS"), today reported financial results for the three months ended March 31, 2017. ZAIS conducts substantially all of its operations through ZAIS Group, LLC ("ZAIS Group"). ZAIS Group provides investment advisory and asset management services to priva |
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| May 11, 2017 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2017 ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdiction of incorporation) (Commission |
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| May 11, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 v46610010q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission fil |
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| May 3, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ????????? FORM 8-K ????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2017 ????????? ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdiction o |
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| April 7, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ????????? FORM 8-K ????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2017 ????????? ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdiction |
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| April 7, 2017 |
EX-10.1 2 v463760ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 ZAIS Group LLC April 5, 2017 2 Bridge Ave Suite 322 Red Bank, NJ 07701 Michael Szymanski [Address Redacted] Dear Mike: As you know, the Board of Directors of ZAIS Group Holdings, Inc. (“ZGH”), the ultimate parent of ZAIS Group, LLC (the “Company”), has been undertaking a review of strategic alternatives to enhance shareholder value, which could |
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| April 5, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ????????? FORM 8-K ????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2017 ????????? ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdiction |
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| March 24, 2017 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2017 ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdiction of incorporation) (Commissio |
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| March 24, 2017 |
ZAIS Group Holdings, Inc. Reports Fourth Quarter And Full Year 2016 Results ZAIS Group Holdings, Inc. Reports Fourth Quarter And Full Year 2016 Results RED BANK, N.J., March 24, 2017 /PRNewswire/ - ZAIS Group Holdings, Inc. (NASDAQ: ZAIS) ("ZAIS"), today reported financial results for the three and twelve months ended December 31, 2016. ZAIS conducts substantially all of its operations through ZAIS Group, LLC ("ZAIS Group"). ZAIS Group provides investment advisory and ass |
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| March 24, 2017 |
Exhibit 10.34 November 3, 2016 ZAIS Group LLC 2 Bridge Ave Suite 322 Red Bank, NJ 07701 Ms. Nisha Motani [Address Redacted] Dear Nisha, Subject to the approval of the Board of Directors, effective December 1, 2016, you will assume the office of Acting Chief Financial Officer of ZAIS Group Holdings, Inc. Accordingly, effective December 1, 2016, your base salary will be increased to $300,000 per ann |
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| March 24, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K 10-K 1 v46116910k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001 |
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| March 24, 2017 |
Exhibit 10.36 February 27, 2017 ZAIS Group, LLC 2 Bridge Ave Suite 322 Red Bank, NJ 07701 Mr. Howard Steinberg [Address Redacted] Dear Howard: You have advised us that you wish to step down as General Counsel of ZAIS Group, LLC (?ZG?) and ZAIS Group Holdings, Inc.(?ZGH?) (ZG and ZGH, together with their respective affiliated entities, ?ZAIS?) in order to be able to spend more time with your family |
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| March 24, 2017 |
SUBSIDIARIES OF THE REGISTRANT EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT Subsidiary Jurisdiction of Formation ZAIS Alternative Credit Management, LLC Delaware ZAIS Atlas GP, LLC Delaware ZAIS Atlas SPV, LLC Delaware ZAIS Group, LLC Delaware ZAIS Group Parent, LLC Delaware ZAIS Leveraged Loan Manager, LLC Delaware ZAIS Leveraged Loan Manager 2, LLC Delaware ZAIS Leveraged Loan Manager 3, LLC Delaware ZAIS Leveraged Loan Manage |
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| March 24, 2017 |
Exhibit 10.30 INDEMNITY AGREEMENT This Indemnity Agreement, entered into on (the ?Agreement?), is made by and between ZAIS Group Holdings, Inc., a Delaware corporation (the ?Company?) and (the ?Indemnitee?). RECITALS A. The Company is aware that competent and experienced persons are increasingly reluctant to serve as directors or officers of corporations unless they are protected by adequate indem |
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| March 24, 2017 |
Exhibit 10.35 SEPARATION AGREEMENT This Separation Agreement (?Agreement?), dated November 22, 2016, is made by and between ZAIS Group, LLC (?EMPLOYER? or ?ZAIS?) and Donna Blank (?EMPLOYEE?). RECITALS A. For purposes of this Agreement, ?EMPLOYER? means ZAIS Group, LLC and includes each of its predecessors, successors in interest, assigns, parent and subsidiary organizations, affiliates, and partn |
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| March 24, 2017 |
ZAIS GROUP HOLDINGS, INC. Code of Ethics EXHIBIT 14 ZAIS GROUP HOLDINGS, INC. Code of Ethics Introduction High ethical standards are essential for the success of the ZAIS Group Holdings, Inc., its subsidiaries and affiliates (?ZGH? or "Company" or ?us? or ?we?). All of us within the Company are expected to maintain the highest ethical standards when conducting our business. In keeping with these standards, we must always place the Compan |
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| March 3, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ????????? FORM 8-K ????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2017 ????????? ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdic |
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| March 3, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ????????? FORM 8-K ????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2017 ????????? ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdiction |
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| February 13, 2017 |
ZAIS / ZAIS Group Holdings, Inc. / Zugel Christian Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* ZAIS GROUP HOLDINGS, INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 98887G106 (CUSIP Number) Christian Zugel Two Bridge Avenue, Suite 322 Red Bank, NJ 07701 (732) 530-3610 Copy to: Howard Steinberg ZAIS Group, LLC Re |
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| February 3, 2017 |
8-K 1 v4583228k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ————————— FORM 8-K ————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 3, 2017 ————————— ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314 |
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| January 11, 2017 |
SC 13D/A 1 v456734sc13d-a.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 3) ZAIS GROUP HOLDINGS, INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 40421 |
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| January 5, 2017 |
ZAIS Group Holdings 8-K (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ????????? FORM 8-K ????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 2016 ????????? ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdic |
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| January 5, 2017 |
Exhibit 10.1 ZAIS GROUP HOLDINGS, INC. EMPLOYEE RESTRICTED STOCK UNITS AGREEMENT Name of Participant: No. of RSUs: Grant Date: December 30, 2016 Vesting Date: March 17, 2017 This Employee Restricted Stock Units Agreement (this ?Agreement?), dated as of the Grant Date first stated above, is delivered by ZAIS Group Holdings, Inc., a Delaware corporation (the ?Company?), to the Participant named abov |
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| January 5, 2017 |
Exhibit 10.2 ZAIS GROUP, LLC EMPLOYEE RESTRICTIVE COVENANTS AGREEMENT This Restrictive Covenants Agreement (?Agreement?) is entered into effective this day of December, 2016 (the ?Effective Date?), by and between ZAIS Group, LLC (?ZAIS?), on behalf of itself and its Affiliates and its and their respective successors and assignees (collectively referred to herein as ?ZAIS Group?), and (the ?Employe |
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| January 5, 2017 |
ZAIS Group Holdings FORM 8-K (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ????????? FORM 8-K ????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2017 ????????? ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdicti |
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| December 7, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ????????? FORM 8-K ????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 7, 2016 ????????? ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdict |
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| November 7, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ????????? FORM 8-K ????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2016 ????????? ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdict |
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| November 4, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2016 ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdiction of incorporation) (Commiss |
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| November 4, 2016 |
ZAIS Group Holdings, Inc. Reports Third Quarter 2016 Results EX-99.1 2 v452203ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 ZAIS Group Holdings, Inc. Reports Third Quarter 2016 Results RED BANK, N.J., Nov. 4, 2016 /PRNewswire/ - ZAIS Group Holdings, Inc. (NASDAQ: ZAIS) ("ZAIS"), today reported financial results for the three and nine months ended September 30, 2016. ZAIS conducts substantially all of its operations through ZAIS Group, LLC ("ZAIS Group"). ZAIS Group |
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| November 4, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35848 ZAIS GRO |
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| October 7, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ????????? FORM 8-K ????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 7, 2016 ????????? ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdicti |
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| September 8, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ????????? FORM 8-K ????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2016 ????????? ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdic |
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| August 9, 2016 |
ZAIS Group Holdings, Inc. Reports Second Quarter 2016 Results Exhibit 99.1 ZAIS Group Holdings, Inc. Reports Second Quarter 2016 Results RED BANK, N.J., Aug. 9, 2016 /PRNewswire/ - ZAIS Group Holdings, Inc. (NASDAQ: ZAIS) ("ZAIS"), today reported financial results for the three and six months ended June 30, 2016. ZAIS conducts substantially all of its operations through ZAIS Group, LLC ("ZAIS Group"). ZAIS Group provides investment advisory and asset managem |
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| August 9, 2016 |
ZAIS Group Holdings, Inc. Reports Second Quarter 2016 Results Exhibit 99.1 ZAIS Group Holdings, Inc. Reports Second Quarter 2016 Results RED BANK, N.J., Aug. 9, 2016 /PRNewswire/ - ZAIS Group Holdings, Inc. (NASDAQ: ZAIS) ("ZAIS"), today reported financial results for the three and six months ended June 30, 2016. ZAIS conducts substantially all of its operations through ZAIS Group, LLC ("ZAIS Group"). ZAIS Group provides investment advisory and asset managem |
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| August 9, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2016 ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdiction of incorporation) (Commissio |
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| August 9, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2016 ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdiction of incorporation) (Commissio |
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| August 9, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35848 ZAIS GROUP HO |
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| August 5, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ????????? FORM 8-K ????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2016 ????????? ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdictio |
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| August 4, 2016 |
Submission of Matters to a Vote of Security Holders 8-K 1 v4458298-k.htm FORM 8 K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ————————— FORM 8-K ————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2016 ————————— ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-13144 |
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| July 8, 2016 |
ZAIS Group Holdings FORM 8-K (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ????????? FORM 8-K ????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2016 ????????? ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdiction |
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| June 23, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of |
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| June 14, 2016 |
Exhibit 16.1 KPMG LLP New Jersey Headquarters 51 John F. Kennedy Parkway Short Hills, NJ 07078-2702 June 14, 2016 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: We were previously principal accountants for ZAIS Group Holdings, Inc. and, under the date of March 10, 2016, we reported on the consolidated financial statements of ZAIS Group Holdings, Inc. as of and for |
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| June 14, 2016 |
ZAIS Group Holdings FORM 8-K (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ????????? FORM 8-K ????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2016 ????????? ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdiction |
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| June 7, 2016 |
ZAIS Group Holdings FORM 8-K (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ????????? FORM 8-K ????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2016 ????????? ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdiction |
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| May 10, 2016 |
ZAIS Group Holdings 8-K (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ????????? FORM 8-K ????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2016 ????????? ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdiction |
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| May 10, 2016 |
ZAIS Group Holdings, Inc. Reports First Quarter 2016 Results Exhibit 99.1 ZAIS Group Holdings, Inc. Reports First Quarter 2016 Results RED BANK, N.J., May 10, 2016 /PRNewswire/ - ZAIS Group Holdings, Inc. (NASDAQ: ZAIS) ("ZAIS"), today reported financial results for the three months ended March 31, 2016. ZAIS conducts substantially all of its operations through ZAIS Group, LLC ("ZAIS Group"). ZAIS Group provides investment advisory and asset management serv |
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| May 10, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35848 ZAIS GROUP H |
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| May 10, 2016 |
Exhibit 10.1 December 15, 2015 ZAIS Group LLC 2 Bridge Ave Suite 322 Red Bank, NJ 07701 Mr. Gregory Barrett Dear Mr. Barrett, Please let this letter serve as confirmation of your offer of employment by ZAIS Group LLC (“ZAIS”), as Managing Director – Head of the Client Relations and Business Development, reporting to ZAIS’ President. You will commence full time employment at ZAIS’ Red Bank, New Jer |
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| May 9, 2016 |
ZAIS Group Holdings, Inc. 2015 STOCK INCENTIVE PLAN Exhibit 99.1 ZAIS Group Holdings, Inc. 2015 STOCK INCENTIVE PLAN 1. Purpose. The purpose of the ZAIS Group Holdings, Inc. 2015 Stock Incentive Plan is to provide a means through which the Company and its Affiliates may attract and retain key personnel and to provide a means whereby current and prospective directors, officers, employees, consultants and advisors of the Company and its Affiliates ca |
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| May 9, 2016 |
Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ZAIS GROUP HOLDINGS, INC. (Exact name of Registrant as specified in its charter) Delaware 46-1314400 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number.) Two Bridge Avenue, Suite 322 Red Ban |
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| May 6, 2016 |
Regulation FD Disclosure, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ????????? FORM 8-K ????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2016 ????????? ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdiction o |
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| April 29, 2016 |
ZAIS Group Holdings FORM 10-K/A (Annual Report) 10-K/A 1 v43811110ka.htm FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Co |
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| April 25, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ????????? FORM 8-K ????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2016 ????????? ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdictio |
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| April 25, 2016 |
ZAIS GROUP HOLDINGS, INC. ANNOUNCES APPOINTMENT OF JOHN D. BURKE TO ITS BOARD OF DIRECTORS Exhibit 99.1 PRESS RELEASE CONTACT: ZAIS Investor Relations 732-450-7440 ZAIS GROUP HOLDINGS, INC. ANNOUNCES APPOINTMENT OF JOHN D. BURKE TO ITS BOARD OF DIRECTORS Red Bank, NJ ? April 22, 2016 ? ZAIS Group Holdings, Inc. (NASDAQ: ZAIS) (?ZAIS? or the ?Company?), today announced that John D. Burke has joined the Company?s Board of Directors. Mr. Burke will serve as an independent member of the Boa |
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| April 25, 2016 |
POWER OF ATTORNEY The undersigned constitutes and appoints Zachary A. Swartz, Joseph Williams and Thomas P. Conaghan as the undersigned?s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned?s name, place and stead, to sign any and all Securities and Exchange Commission statements of beneficial ownership of sec |
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| April 25, 2016 |
POWER OF ATTORNEY The undersigned constitutes and appoints Joseph Williams, Min Lee and Thomas P. |
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| April 8, 2016 |
Exhibit 10.1 TERMINATION AGREEMENT THIS TERMINATION AGREEMENT, dated as of April 6, 2016 (this ?Agreement?), among ZAIS FINANCIAL CORP., a Maryland corporation that has elected to be treated as a real estate investment trust for federal income tax purposes (?Company?), ZAIS FINANCIAL PARTNERS, L.P., a Delaware limited partnership and the operating partnership of Company (?Company Operating Partner |
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| April 8, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ????????? FORM 8-K ????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 6, 2016 ????????? ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdiction |
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| April 7, 2016 |
ZAIS Group Holdings FORM 8 K (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ????????? FORM 8-K ????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 7, 2016 ????????? ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdiction |
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| March 29, 2016 |
8-K 1 v4355528k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2016 ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdiction |
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| March 10, 2016 |
ZAIS Group Holdings, Inc. Reports Fourth Quarter and Full Year 2015 Results Exhibit 99.1 ZAIS Group Holdings, Inc. Reports Fourth Quarter and Full Year 2015 Results RED BANK, N.J., March 10, 2016 /PRNewswire/ - ZAIS Group Holdings, Inc. (NASDAQ: ZAIS) ("ZAIS"), today reported financial results for the three and twelve months ended December 31, 2015. ZAIS conducts substantially all of its operations through ZAIS Group, LLC ("ZAIS Group"). References to the "Company" herein |
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| March 10, 2016 |
8-K 1 v4339188k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2016 ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdiction |
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| March 10, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K 10-K 1 v43077910k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001 |
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| March 10, 2016 |
ZAIS GROUP HOLDINGS, INC. Code of Ethics Exhibit 14 ZAIS GROUP HOLDINGS, INC. Code of Ethics Introduction High ethical standards are essential for the success of the ZAIS Group Holdings, Inc., its subsidiaries and affiliates (?ZGH? or "Company" or ?us? or ?we?). All of us within the Company are expected to maintain the highest ethical standards when conducting our business. In keeping with these standards, we must always place the Compan |
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| March 10, 2016 |
SUBSIDIARIES OF THE REGISTRANT EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT Subsidiary Jurisdiction of Formation ZAIS Alternative Credit Management, LLC Delaware ZAIS Atlas GP, LLC Delaware ZAIS Atlas SPV, LLC Delaware ZAIS Group, LLC Delaware ZAIS Group Parent, LLC Delaware ZAIS Leveraged Loan Manager, LLC Delaware ZAIS Leveraged Loan Manager 2, LLC Delaware ZAIS Leveraged Loan Manager 3, LLC Delaware ZAIS Leveraged Loan Manage |
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| March 7, 2016 |
ZAIS Group Holdings FORM 8 K (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ????????? FORM 8-K ????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2016 ????????? ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdiction |
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| February 16, 2016 |
Polar Asset Management Partners Inc.: Form SC 13G/A - Filed by newsfilecorp.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* ZAIS Group Holdings, Inc. (f/k/a HF2 Financial Management Inc.) (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 98887G106 (CUSIP Num |
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| February 11, 2016 |
SC 13G/A 1 p16-0259sc13ga.htm ZAIS GROUP HOLDINGS, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* ZAIS Group Holdings, Inc. (f/k/a HF2 Financial Management, Inc.) (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 98887G106 (CUSIP Number) December 31, 2015 (Dat |
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| February 5, 2016 |
8-K 1 v4306198k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ————————— FORM 8-K ————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2016 ————————— ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314 |
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| January 19, 2016 |
5,804,181 Shares ZAIS Group Holdings, Inc. Class A common stock 424B3 1 v429040424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-208174 PROSPECTUS 5,804,181 Shares ZAIS Group Holdings, Inc. Class A common stock The selling stockholders named in this prospectus may offer and sell from time to time up to 5,804,181 shares of our Class A common stock covered by this prospectus. The selling stockholders will receive all of the proceeds from any |
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| January 13, 2016 |
ZAIS Group Holdings, Inc. January 13, 2016 Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: ZAIS Group Holding, Inc. Registration Statement on Form S-3 File No. 333-208174 Dear Ladies and Gentlemen: The undersigned, being the Registrant identified in Registration Statement No. 333-208174 (the ?Registration Statement?), requests pursu |
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| January 12, 2016 |
As filed with the Securities and Exchange Commission on January 11, 2016 Registration No. |
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| January 11, 2016 |
Boston Brussels Chicago D?sseldorf Frankfurt Houston London Los Angeles Miami Milan Munich New York Orange County Paris Rome Seoul Silicon Valley Washington, D. |
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| January 8, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ????????? FORM 8-K ????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2016 ????????? ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdicti |
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| December 22, 2015 |
CORRESP 6 filename6.htm Boston Brussels Chicago Düsseldorf Frankfurt Houston London Los Angeles Miami Milan Munich New York Orange County Paris Rome Seoul Silicon Valley Washington, D.C. Strategic alliance with MWE China Law Offices (Shanghai) Thomas Conaghan Attorney at Law [email protected] +1 202 756 8161 December 22, 2015 VIA Hand Delivery AND EDGAR Michael Clampitt U.S. Securities and Exchang |
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| December 22, 2015 |
As filed with the Securities and Exchange Commission on December 22, 2015 Registration No. |
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| December 11, 2015 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ????????? FORM 8-K ????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2015 ????????? ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdict |
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| December 7, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ????????? FORM 8-K ????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 7, 2015 ????????? ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdict |
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| December 2, 2015 |
POWER OF ATTORNEY The undersigned constitutes and appoints Joseph Williams, Elliott M. |
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| November 23, 2015 |
ZAIS Group Holdings FORM 8-K (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 23, 2015 ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdiction of incorporation) (Commis |
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| November 23, 2015 |
As filed with the Securities and Exchange Commission on November 23, 2015 Registration No. |
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| November 12, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of |
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| November 6, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ————————— FORM 8-K ————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2015 ————————— ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdict |
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| November 6, 2015 |
8-K 1 v4237468-k.htm FORM 8 K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ————————— FORM 8-K ————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2015 ————————— ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-131 |
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| November 6, 2015 |
ZAIS Group Holdings, Inc. Reports Third Quarter 2015 Results Exhibit 99.1 ZAIS Group Holdings, Inc. Reports Third Quarter 2015 Results RED BANK, N.J., Nov. 6, 2015 /PRNewswire/ - ZAIS Group Holdings, Inc. (NASDAQ: ZAIS) ("ZAIS"), today reported financial results for the three and nine months ended September 30, 2015. ZAIS conducts substantially all of its operations through ZAIS Group, LLC ("ZAIS Group"). References to the "Company" herein refer to ZAIS, to |
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| November 6, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35848 ZAIS GRO |
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| October 7, 2015 |
8-K 1 v4216678k.htm 8-K CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ————————— FORM 8-K ————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 7, 2015 ————————— ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-3584 |
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| September 8, 2015 |
ZAIS Group Holdings 8-K (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ????????? FORM 8-K ????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2015 ????????? ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdic |
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| August 7, 2015 |
ZAIS Group Holdings FORM 8-K (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ????????? FORM 8-K ????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2015 ????????? ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdictio |
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| August 6, 2015 |
ZAIS Group Holdings, Inc. Reports Second Quarter 2015 Results Exhibit 99.1 ZAIS Group Holdings, Inc. Reports Second Quarter 2015 Results RED BANK, N.J., Aug. 6, 2015 /PRNewswire/ - ZAIS Group Holdings, Inc. (NASDAQ: ZAIS) ("ZAIS"), today reported financial results for the three and six months ended June 30, 2015. ZAIS conducts substantially all of its operations through ZAIS Group, LLC ("ZAIS Group"). References to the "Company" herein refer to ZAIS, togethe |
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| August 6, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35848 ZAIS GROUP HO |
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| August 6, 2015 |
Exhibit 10.4 May 14, 2015 ZAIS Group LLC 2 Bridge Ave Suite 322 Red Bank, NJ 07701 Ms. Donna Blank 244 Henry Street Brooklyn, NY 11201 [email protected] Dear Ms. Blank, Please let this letter serve as confirmation of your offer of employment by ZAIS Group LLC (?ZAIS?) to commence full time work on June 1, 2015 in the position of Chief Financial Officer, reporting to ZAIS?s? Chief Executive O |
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| August 6, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ————————— FORM 8-K ————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2015 ————————— ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdictio |
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| July 27, 2015 |
Exhibit 10.3 first Amendment to TAX RECEIVABLE AGREEMENT This First Amendment to Tax Receivable Agreement (this ?Amendment?) is made and entered into as of July 21, 2015, by and among ZAIS Group Holdings, Inc., a Delaware corporation (?Holdings?) and the Non-Holdings Members (as defined therein). Capitalized terms used in this Amendment but not defined herein shall have the respective meanings giv |
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| July 27, 2015 |
Exhibit 10.2 FIRST Amendment to EXCHANGE AGREEMENT This First Amendment to Exchange Agreement (this ?Amendment?) is made and entered into as of July 21, 2015, by and among ZAIS Group Parent, LLC, a Delaware limited liability company (the ?Company?), ZAIS Group Holdings, Inc., a Delaware corporation (?Holdings?), R. Bruce Cameron (?Cameron?), in his capacity as the Required Independent Director und |
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| July 27, 2015 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ????????? FORM 8-K ????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2015 ????????? ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdiction |
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| July 27, 2015 |
EX-10.1 2 v416140ex10-1.htm SECOND AMENDMENT TO SECOND A&R LLC AGREEMENT Exhibit 10.1 SECOND Amendment to SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT This Second Amendment to Second Amended and Restated Limited Liability Company Agreement (this “Amendment”) is made and entered into as of July 21, 2015, by and among ZAIS Group Parent, LLC, a Delaware limited liability company (t |
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| July 8, 2015 |
ZAIS Group Holdings FORM 8-K (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ????????? FORM 8-K ????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2015 ????????? ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdiction |
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| June 5, 2015 |
8-K 1 v4125448k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ————————— FORM 8-K ————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2015 ————————— ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (Stat |
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| June 3, 2015 |
POWER OF ATTORNEY The undersigned constitutes and appoints Zachary A. Swartz, Elliott M. Smith and Thomas P. Conaghan as the undersigned?s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned?s name, place and stead, to sign any and all Securities and Exchange Commission statements of beneficial ownership of se |
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| June 1, 2015 |
ZAIS Group Holdings FORM 8-K (Current Report/Significant Event) Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2015 ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdiction of incorporation) (Co |
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| May 11, 2015 |
Exhibit 10.2 ZAIS GROUP HOLDINGS, INC. BOARD OF DIRECTORS RESTRICTED STOCK UNITS AGREEMENT Name of Participant: No. of RSUs: Grant Date: Vesting Date: This Board of Directors Restricted Stock Units Agreement (this ?Agreement?), dated as of the Grant Date first stated above, is delivered by ZAIS Group Holdings, Inc., a Delaware corporation, to the Participant named above (the ?Participant?), who is |
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| May 11, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35848 ZAIS GROUP H |
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| May 11, 2015 |
Exhibit 10.1 ZAIS GROUP HOLDINGS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY The Board of Directors (the “Board”) of ZAIS Group Holdings, Inc. (the “Company”) has adopted the following compensation policy, effective as of April 30, 2015, for non-employee directors of the Company. The Compensation Policy has been developed to compensate non-employee directors of the Company for their time, comm |
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| May 7, 2015 |
ZAIS Group Holdings 8-K CURRENT REPORT (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ????????? FORM 8-K ????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2015 ????????? ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdiction o |
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| May 7, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 v4096888k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ————————— FORM 8-K ————————— CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2015 ————————— ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 ( |
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| May 7, 2015 |
ZAIS GROUP HOLDINGS, INC. REPORTS FIRST QUARTER 2015 RESULTS EX-99.1 2 v409688ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 PRESS RELEASE CONTACT: Scott Eckstein Financial Relations Board 212-827-3766 ZAIS GROUP HOLDINGS, INC. REPORTS FIRST QUARTER 2015 RESULTS Red Bank, NJ – May 7, 2015 – ZAIS Group Holdings, Inc. (NASDAQ: ZAIS) (“ZAIS” or the “Company”), formerly HF2 Financial Management Inc. (“HF2”), today reported financial results for the three months ended Mar |
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| April 8, 2015 |
ZAIS Group Holdings FORM 8-K (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ????????? FORM 8-K ????????? CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2015 ????????? ZAIS GROUP HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-35848 46-1314400 (State or other jurisdiction |
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| March 25, 2015 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 2) ZAIS GROUP HOLDINGS, INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 40421A104 (CUSIP Number) Eric T. Schwartz, E |
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| March 23, 2015 |
Exhibit 10.1 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ZAIS GROUP PARENT, LLC Effective March 17, 2015 THE LIMITED LIABILITY COMPANY INTERESTS IN ZAIS GROUP PARENT, LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), THE SECURITIES LAWS OF ANY STATE OR ANY OTHER APPLICABLE SECURITIES LAWS AND ARE BEING ISSUED IN RELIANCE U |
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| March 23, 2015 |
Exhibit 10.19 INCENTIVE FEE AGREEMENT This Incentive Fee Agreement (this ?Agreement?) is entered into as of March 4, 2015 by and between ZAIS Group Parent, LLC (?ZGP?) and Neil Ramsey (?Ramsey?). WHEREAS, HF2 Financial Management, Inc. (?HF2?) has entered into that certain Investment Agreement, dated as of September 16, 2014, as amended by the First Amendment to the Investment Agreement dated as o |
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| March 23, 2015 |
Exhibit 10.16 NON COMPETITION, NON-SOLICITATION, CONFIDENTIALITY AND INTELLECTUAL PROPERTY AGREEMENT September 8, 2009 Mr. Michael Szymanski 253 Phelps Drive Ridgewood, NJ 07450 Dear Michael: In consideration of your becoming employed on the date hereof by ZAIS Group, LLC (?ZAIS?) to work for Z Asset Advisors Group LLC (?ZAA?; collectively with ZAIS, the ?Company?) and the payment to you of a sign |
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| March 23, 2015 |
Exhibit 3.2 ZAIS Group Holdings, Inc. AMENDED AND RESTATED BY LAWS ARTICLE I OFFICES Section 1. Offices. The registered office of the Corporation shall be in the State of Delaware. The Corporation may have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or as may be necessary or convenient to the business of the C |
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| March 23, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2015 ZAIS Group Holdings, Inc. |
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| March 23, 2015 |
EX-3.1 2 v404972ex3-1.htm SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HF2 FINANCIAL MANAGEMENT INC. HF2 FINANCIAL MANAGEMENT INC., a corporation existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is “HF2 Financial Management Inc.” 2. The Corporation was |
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| March 23, 2015 |
Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of March 17, 2015, is entered into by and among ZAIS Group Holdings, Inc., a Delaware corporation (the ?Corporation?), and the Holders (as defined herein). WHEREAS, the Holders are holders of Company Units (as defined herein), which are exchangeable pursuant to terms and conditions of the Exc |
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| March 23, 2015 |
ZAIS Group Holdings, Inc. List of Subsidiaries Exhibit 21.1 ZAIS Group Holdings, Inc. List of Subsidiaries Name of Entity Jurisdiction of Formation ZAIS Alternative Credit Management, LLC Delaware ZAIS Atlas GP, LLC Delaware ZAIS Atlas SPV, LLC Delaware ZAIS Group, LLC Delaware ZAIS Group Parent, LLC Delaware ZAIS Leveraged Loan Manager, LLC Delaware ZAIS Leveraged Loan Manager 2, LLC Delaware ZAIS Leveraged Loan Manager 3, LLC Delaware ZAIS L |
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| March 23, 2015 |
Exhibit 99.3 ZAIS Group Completes Business Combination with HF2 Financial Management; Company Renamed ZAIS Group Holdings, Inc. RED BANK, N.J., March 17, 2015 /PRNewswire/ - ZAIS Group Holdings, Inc. (NASDAQ: ZAIS) announced the closing of its business combination between ZAIS Group Parent, LLC and HF2 Financial Management Inc. ("HF2"), now renamed ZAIS Group Holdings, Inc. (the "Company"). At the |
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| March 23, 2015 |
Exhibit 10.3 EXCHANGE AGREEMENT This EXCHANGE AGREEMENT (this ?Agreement?), dated as of March 17, 2015, is entered into by and among ZAIS Group Holdings, Inc. a Delaware corporation (the ?Corporation?), ZAIS Group Parent, LLC, a Delaware limited liability company (the ?Company?), the Company Unitholders (as defined herein) and Christian M. Zugel, as trustee (solely in his capacity as the trustee, |
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| March 23, 2015 |
Exhibit 10.15 INCENTIVE AGREEMENT THIS INCENTIVE AGREEMENT is dated as of December 19, 2013, and is between ZAIS Group, LLC, a Delaware limited liability company (the ?Company?), and, Christian Zugel an individual residing 35 Middletown Road Holmdel, NJ 07733 (the ?Employee?). RECITALS: The Employee is currently employed as a full time employee by the Company. The Company considers the Employee to |
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| March 23, 2015 |
Exhibit 10.17 PROMISSORY NOTE $1,000,000.00 As of March 17, 2015 ZAIS Group Holdings, Inc. (the ?Maker?) promises to pay to the order of EarlyBirdCapital, Inc. (the ?Payee?) the principal sum of One Million Dollars and No Cents ($1,000,000) in lawful money of the United States of America, together with interest on the unpaid principal balance of this Note, on the terms and conditions described bel |
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| March 23, 2015 |
Exhibit 16.1 March 23, 2015 Securities and Exchange Commission Washington, D.C. 20549 Commissioners: We have read ZAIS Group Holdings, Inc.?s (formerly HF2 Financial Management Inc.) statements included under Item 4.01 of its Form 8-K filed on March 23, 2015 and we agree with such statements concerning our firm. /s/ McGladrey LLP McGladrey LLP |
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| March 23, 2015 |
EX-10.5 9 v404972ex10-5.htm TAX RECEIVABLE AGREEMENT Exhibit 10.5 TAX RECEIVABLE AGREEMENT This TAX RECEIVABLE AGREEMENT (the “Agreement”) dated as of March 17, 2015 (the “Effective Date”) is hereby entered into by and among ZAIS Group Holdings, Inc., a Delaware corporation (“Holdings”), and each of the undersigned parties hereto or hereafter identified as Non-Holdings Members (as such term is def |
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| March 23, 2015 |
Exhibit 99.1 ZAIS GROUP PARENT, LLC AND SUBSIDIARIES AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS? REPORT AS OF DECEMBER 31, 2014 AND DECEMBER 31, 2013 AND FOR THE YEARS ENDED DECEMBER 31, 2014, DECEMBER 31, 2013 AND DECEMBER 31, 2012 ZAIS GROUP PARENT, LLC AND SUBSIDIARIES Table of Contents Independent Auditors? Report 3 Consolidated Financial Statements Consolidated Stateme |
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| March 23, 2015 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined balance sheet as of December 31, 2014 and the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2014 are based on the historical financial statements of ZAIS Group Parent, LLC (?ZGP?) and ZAIS Group Holdings, Inc. (?ZGH?) (forme |
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| March 23, 2015 |
EX-10.13 11 v404972ex10-13.htm FEBRUARY 26, 2013 INCENTIVE AGREEMENT BETWEEN ZAIS GROUP, LLC AND MICHAEL SZYMANSKI Exhibit 10.13 INCENTIVE AGREEMENT THIS INCENTIVE AGREEMENT is dated as of February 26, 2013, and is between ZAIS Group, LLC, a Delaware limited liability company (the “Company”), and, Michael Szymanski an individual residing 253 Phelps Road Ridgewood, NJ 07450 (the “Employee”). RECITA |
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| March 23, 2015 |
Exhibit 10.18 PROMISSORY NOTE $250,000.00 As of March 17, 2015 ZAIS Group Holdings, Inc. (the ?Maker?) promises to pay to the order of Sidoti & Company, LLC (the ?Payee?) the principal sum of Two Hundred Fifty Thousand Dollars and No Cents ($250,000) in lawful money of the United States of America, together with interest on the unpaid principal balance of this Note, on the terms and conditions des |
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| March 23, 2015 |
Exhibit 10.2 first Amendment to SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT This First Amendment to Second Amended and Restated Limited Liability Company Agreement (this ?Amendment?) is made and entered into as of March 20, 2015, by and among ZAIS Group Parent, LLC, a Delaware limited liability company (the ?Company?), ZAIS Group Holdings, Inc., a Delaware corporation (?Holding |
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| March 23, 2015 |
Exhibit 10.12 CONSULTING AGREEMENT This Consulting Agreement (this ?Agreement?) is entered into as of March 4, 2015 by and between ZAIS Group Parent, LLC (the ?Company? or ?ZGP?) and RQSI Ltd (?RQSI?). WHEREAS, HF2 Financial Management Inc. (?HF2?) has entered into that certain Investment Agreement, dated as of September 16, 2014, as amended by the First Amendment to the Investment Agreement dated |
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| March 23, 2015 |
Exhibit 10.14 INCENTIVE AGREEMENT THIS INCENTIVE AGREEMENT is dated as of December 19, 2013, and is between ZAIS Group, LLC, a Delaware limited liability company (the ?Company?), and, Michael Szymanski an individual residing 253 Phelps Road Ridgewood, NJ 07450 (the ?Employee?). RECITALS: The Employee is currently employed as a full time employee by the Company. The Company considers the Employee t |
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| March 23, 2015 |
Exhibit 10.20 RESTRICTED UNIT AWARD AGREEMENT This RESTRICTED UNIT AWARD Agreement (this ?Agreement?) is executed and agreed to as of March 17, 2015 (the ?Effective Date?), by and between ZAIS GROUP PARENT, LLC a Delaware limited liability company (the ?Company?), and (the ?Grantee?). Capitalized terms used in this Agreement but not defined in the body hereof have the meanings assigned to them in |
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| March 23, 2015 |
Exhibit 9.1 VOTING TRUST AGREEMENT This AGREEMENT (the ?Agreement?) is made this 17th day of March, 2015, by and between (i) Christian M. Zugel, (ii) Laureen Lim, (iii) Sonia Zugel, (iv) Family Trust u/ Christian M. Zugel 2005 GRAT, (v) Zugel Family Trust (collectively, the ?Depositors?), (vi) Christian M. Zugel, as trustee (the ?Trustee?) and (vii) ZAIS Group Holdings, Inc. (?Holdings?). The Depo |
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| March 19, 2015 |
POWER OF ATTORNEY The undersigned constitutes and appoints Zachary A. Swartz, Elliott M. Smith and Thomas P. Conaghan as the undersigned?s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned?s name, place and stead, to sign any and all Securities and Exchange Commission statements of beneficial ownership of se |
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| March 19, 2015 |
POWER OF ATTORNEY The undersigned constitutes and appoints Zachary A. Swartz, Elliott M. Smith and Thomas P. Conaghan as the undersigned?s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned?s name, place and stead, to sign any and all Securities and Exchange Commission statements of beneficial ownership of se |
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| March 19, 2015 |
POWER OF ATTORNEY The undersigned constitutes and appoints Zachary A. Swartz, Elliott M. Smith and Thomas P. Conaghan as the undersigned?s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned?s name, place and stead, to sign any and all Securities and Exchange Commission statements of beneficial ownership of se |
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| March 19, 2015 |
POWER OF ATTORNEY The undersigned constitutes and appoints Zachary A. Swartz, Elliott M. Smith and Thomas P. Conaghan as the undersigned?s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned?s name, place and stead, to sign any and all Securities and Exchange Commission statements of beneficial ownership of se |
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| March 19, 2015 |
POWER OF ATTORNEY The undersigned constitutes and appoints Zachary A. Swartz, Elliott M. Smith and Thomas P. Conaghan as the undersigned?s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned?s name, place and stead, to sign any and all Securities and Exchange Commission statements of beneficial ownership of se |
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| March 19, 2015 |
POWER OF ATTORNEY The undersigned constitutes and appoints Zachary A. Swartz, Elliott M. Smith and Thomas P. Conaghan as the undersigned?s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned?s name, place and stead, to sign any and all Securities and Exchange Commission statements of beneficial ownership of se |
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| March 19, 2015 |
POWER OF ATTORNEY The undersigned constitutes and appoints Zachary A. Swartz, Elliott M. Smith and Thomas P. Conaghan as the undersigned’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to sign any and all Securities and Exchange Commission statements of beneficial ownership of se |
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| March 19, 2015 |
POWER OF ATTORNEY The undersigned constitutes and appoints Zachary A. Swartz, Elliott M. Smith and Thomas P. Conaghan as the undersigned?s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the undersigned and in the undersigned?s name, place and stead, to sign any and all Securities and Exchange Commission statements of beneficial ownership of se |
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| March 10, 2015 |
HF2 FINANCIAL MANAGEMENT INC. ANNOUNCES RESULTS OF VOTING AT SPECIAL MEETING OF STOCKHOLDERS Exhibit 99.1 FOR IMMEDIATE RELEASE HF2 FINANCIAL MANAGEMENT INC. ANNOUNCES RESULTS OF VOTING AT SPECIAL MEETING OF STOCKHOLDERS Denver, Colorado, March 10, 2015 ? HF2 Financial Management Inc. (?HF2? or the ?Company?) (NASDAQ: HTWO), a special purpose acquisition company, previously announced on September 17, 2014 that it had entered into an Investment Agreement (?Investment Agreement?) with ZAIS |
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| March 10, 2015 |
ZAIS Group Holdings 8-K CURRENT REPORT (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 9, 2015 HF2 FINANCIAL MANAGEMENT INC. (Exact Name of Registrant as Specified in its Charter) Delaware (State or other Jurisdiction of Incorporation) 001-35848 (Commission File Nu |
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| March 9, 2015 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1) HF2 FINANCIAL MANAGEMENT INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 40421A104 (CUSIP Number) Eric T. Schwart |
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| March 9, 2015 |
Exhibit 99.3 INCENTIVE FEE AGREEMENT This Incentive Fee Agreement (this “Agreement”) is entered into on March 4, 2015 by and between ZAIS Group Parent, LLC (“ZGP”) and Neil Ramsey (“Ramsey”). WHEREAS, HF2 Financial Management, Inc. (“HF2”) has entered into that certain Investment Agreement, dated as of September 16, 2014, as amended by the First Amendment to the Investment Agreement dated as of Oc |
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| March 9, 2015 |
Exhibit 99.4 CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”) is entered into as of March 4, 2015 by and between ZAIS Group Parent, LLC (the “Company” or “ZGP”) and RQSI Ltd (“RQSI”). WHEREAS, HF2 Financial Management Inc. (“HF2”) has entered into that certain Investment Agreement, dated as of September 16, 2014, as amended by the First Amendment to the Investment Agreement dated |
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| March 9, 2015 |
ZAIS / ZAIS Group Holdings, Inc. / Weiss Asset Management LP - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* HF2 Financial Management Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 40421A104 (CUSIP Number) March 4, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate |
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| March 9, 2015 |
founders shares allocation AGREEMENT Exhibit 99.5 founders shares allocation AGREEMENT This Founders Shares Allocation Agreement (the “Agreement”) is made as of this day of March, 2015 by and among the persons set forth on the signature pages hereto (each a “Sponsor” and together the “Sponsors”). RECITALS WHEREAS, each of R. Bruce Cameron, Broad Hollow Investors, LLC, Burke Family Trust, Healey Associates LLC, Healey Family Foundatio |
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| March 4, 2015 |
HF2 FINANCIAL MANAGEMENT INC. ANNOUNCES AMENDMENT TO INVESTMENT AGREEMENT Exhibit 99.1 FOR IMMEDIATE RELEASE HF2 FINANCIAL MANAGEMENT INC. ANNOUNCES AMENDMENT TO INVESTMENT AGREEMENT Denver, Colorado, March 4, 2015 – HF2 Financial Management Inc. (“HF2” or the “Company”) (NASDAQ: HTWO), a special purpose acquisition company, previously announced on September 17, 2014 that it had entered into an Investment Agreement (“Investment Agreement”) with ZAIS Group Parent, LLC (“ |
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| March 4, 2015 |
Exhibit 2.1 Second Amendment to INVESTMENT AGREEMENT This Second Amendment to the Investment Agreement (this “Amendment”) is made and entered into as of March 4, 2015, by and among ZAIS Group Parent, LLC, a Delaware limited liability company (the “Company”), HF2 Financial Management Inc., a Delaware corporation (“Investor”), and the current members of the Company (the “Founder Members”). WHEREAS, |
