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Item 2.01
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Completion of Acquisition or Disposition of Assets.
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On May 18, 2018, ZAIS Group Holdings, Inc.
(the “Company”) completed the previously announced merger (the “Merger”) of ZGH Merger Sub, Inc., a wholly-owned
subsidiary of the Company (“Merger Sub”), with and into the Company, whereby the Company survived the Merger and became
a subsidiary of Z Acquisition LLC, a Delaware limited liability company (“Parent”) of which Christian Zugel, the Company’s
Chairman and Chief Investment Officer (“Mr. Zugel”), is the sole managing member. The Merger was effected pursuant
to the terms of an Agreement and Plan of Merger, dated as of January 11, 2018 (the “Merger Agreement”), by and among
the Company, Parent and Merger Sub.
At the effective time of the Merger, each
share of Class A common stock of the Company, par value $0.0001 per share (“ Class A Common Stock”), issued and outstanding
immediately prior to the effective time of the Merger, other than (i) shares beneficially owned by Parent, Mr. Zugel, the members
of Parent (including Mr. Zugel and Daniel Curry, the Company’s President and Chief Executive Officer), certain trusts for
members of Mr. Zugel’s family, and Mr. Zugel’s current spouse (collectively, the “Parent Group”) and (ii)
shares owned by holders who neither have voted in favor of the Merger nor consented thereto in writing and who have properly and
validly perfected, and not effectively withdrawn or lost their statutory appraisal rights under Delaware law (such shares of Class
A Common Stock, “dissenting shares”), was converted into the right to receive $4.10 in cash, without interest and less
any applicable withholding taxes (the “Merger Consideration”). In addition, each restricted stock unit in respect of
shares of Class A Common Stock (“RSU”) was converted into the right to receive the Merger Consideration multiplied
by the number of shares underlying the RSU.
The Merger was consummated following the approval
and adoption of the Merger Agreement by (a) the holders of a majority of the aggregate voting power of the issued and outstanding
shares of common stock of the Company and (b) the holders of a majority of the outstanding shares of Class A Common Stock not beneficially
owned by the Parent Group or owned by any member of the Parent Group, any director or executive officer of the Company, Ramguard
LLC, a Delaware limited liability company, or any affiliates of the foregoing persons (the “Minority Stockholders”).
The estimated total cost of completing the
Merger, including payment of the aggregate Merger Consideration and related fees and expenses, was approximately US $33.5 million,
which the Company funded or will pay from cash on hand, including US $12,649,676.70 that the Company received prior to the Merger
from ZAIS Group Parent, LLC, the Company’s majority-owned subsidiary (“ZGP”), for the redemption of ZGP Class
A Units (“Class A Units”). Prior to the redemption, Parent contributed US $12,649,676.70 to ZGP in exchange for the
issuance of 3,085,287 Class A Units by ZGP to Parent pursuant to the Investment Agreement, dated as of January 11, 2018, entered
into by ZGP, Parent and Mr. Zugel (solely in his capacity as the founder member representative of ZGP and solely with regard to
consenting to the issuance of Class A Units pursuant to the Investment Agreement and cooperating with the Company to obtain any
other consents).
The description of the Merger Agreement and
related transactions in this current report on Form 8-K does not purport to be complete and is subject, and qualified in its entirety
by reference, to the full text of the Merger Agreement, which is included as Exhibit 2.1 hereto and incorporated herein by reference.