ZAIS Group Holdings enters into going private transaction
ZAIS Group Holdings announced that it has signed a definitive merger agreement with Z Acquisition LLC, a Delaware limited liability company, and ZGH Merger Sub, Inc., a wholly-owned subsidiary of ZAIS. Christian Zugel, the founder of ZAIS Group, LLC, the Company's operating subsidiary, and the Company's Chairman and Chief Investment Officer, is the sole managing member of Z Acquisition. Pursuant to the merger agreement, all of the outstanding common stock of ZAIS that is not beneficially owned by Z Acquisition, the members of Z Acquisition, certain trusts for members of Zugel's family, and Mr. Zugel's current spouse, or any person who, after the date hereof, acquires common stock of ZAIS through certain issuances pursuant to an exercise of exchange rights, or owned by certain stockholders who agree with Z Acquisition to retain certain of their common stock in connection with the merger, will be converted into the right to receive $4.10 per share in cash, less any required withholding taxes. The $4.10 per share price represents a premium of more than 138% to the closing price of the Company's shares of Class A common stock on September 5, 2017, the last trading day before the initial proposal from Mr. Zugel and Z Acquisition was publicly disclosed. The majority of the funding for payments required to be made to stockholders of the Company in the Merger will be provided by existing cash of the Company, but a portion of the funding for such payments will be provided by Z Acquisition by means of an acquisition of Class A Units of the Company's majority-owned subsidiary, ZAIS Group Parent, LLC. The Company's Board of Directors, acting on the unanimous recommendation of the special committee formed by the Board of Directors, approved the merger agreement and the transactions contemplated by the merger agreement and resolved to recommend that the Company's stockholders adopt the merger agreement and the transactions contemplated by the merger agreement. The Special Committee, which is comprised solely of independent and disinterested directors of the Company who are unaffiliated with Purchaser Group and management of the Company, negotiated the terms of the merger agreement with Purchaser Group, with the assistance of its legal and financial advisors. Immediately after the closing of the Merger, ZAIS will become a subsidiary of Z Acquisition. ZAIS is expected to continue its operations and remain headquartered in New Jersey. ZAIS's executive management team generally is expected to remain in place.