sc13dza

0000950123-11-036144.txt : 20110415 0000950123-11-036144.hdr.sgml : 20110415 20110415171533 ACCESSION NUMBER: 0000950123-11-036144 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20110415 DATE AS OF CHANGE: 20110415 GROUP MEMBERS: DFR HOLDINGS, LLC GROUP MEMBERS: MAYFLOWER TRUST GROUP MEMBERS: SANTA MARIA OVERSEAS LTD. GROUP MEMBERS: TZ COLUMBUS SERVICES LIMITED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Deerfield Capital Corp. CENTRAL INDEX KEY: 0001313918 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 202008622 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81573 FILM NUMBER: 11763664 BUSINESS ADDRESS: STREET 1: 6250 NORTH RIVER ROAD CITY: ROSEMONT STATE: IL ZIP: 60018 BUSINESS PHONE: 773-380-1600 MAIL ADDRESS: STREET 1: 6250 NORTH RIVER ROAD CITY: ROSEMONT STATE: IL ZIP: 60018 FORMER COMPANY: FORMER CONFORMED NAME: Deerfield Triarc Capital Corp DATE OF NAME CHANGE: 20050110 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Bounty Investments, LLC CENTRAL INDEX KEY: 0001493439 IRS NUMBER: 202983629 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O RENOVA U.S. MANAGEMENT LLC STREET 2: 900 THIRD AVENUE, 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 418-9600 MAIL ADDRESS: STREET 1: C/O RENOVA U.S. MANAGEMENT LLC STREET 2: 900 THIRD AVENUE, 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 w82421sc13dza.htm SC 13D/A sc13dza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 2 )

Under the Securities Exchange Act of 1934

CIFC DEERFIELD CORP.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

125471 102

(CUSIP Number)

Andrew Intrater
DFR Holdings, LLC
c/o Renova U.S. Management LLC
900 Third Avenue, 19th Floor
New York, New York 10022
(212) 418-9600

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

April 13, 2011

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		125471 102


1.	NAME OF REPORTING PERSON: DFR Holdings, LLC


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) þ
	(b) o

3.	SEC USE ONLY:



4.	SOURCE OF FUNDS:

	OO

5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7.	SOLE VOTING POWER:

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:			0

		8.	SHARED VOTING POWER:

			8,677,686 shares of Common Stock, including 4,132,231 shares of Common Stock currently issuable upon conversion of $25 million in aggregate principal amount of the Issuer’s Convertible Notes.

		9.	SOLE DISPOSITIVE POWER:

			0

		10.	SHARED DISPOSITIVE POWER:

			8,677,686 shares of Common Stock, including 4,132,231 shares of Common Stock currently issuable upon conversion of $25 million in aggregate principal amount of the Issuer’s Convertible Notes.

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	8,677,686

12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

	35.6%*

14.	TYPE OF REPORTING PERSON

	OO

* Based on 24,387,661 shares of Common Stock, 11,164,521 of which were outstanding as of March 28, 2011 as reported in the Issuer’s annual report on Form 10-K filed on March 31, 2011, 9,090,909 were issued to CIFC Parent Holdings LLC (“CIFC Parent”) on April 13, 2011, pursuant to the Agreement and Plan of Merger, dated December 21, 2010 (the “Merger Agreement”), by and among the Issuer, Bulls I Acquisition Corporation, Bulls II Acquisition LLC, CIFC Parent, and Commercial Industrial Finance Corp, and 4,132,231 of which are issuable to DFR Holdings, LLC (“DFR Holdings”) upon DFR Holdings’ conversion of $25 million in aggregate principal amount of the Issuer’s Convertible Notes based upon an initial conversion rate of 165.29 shares per $1,000 principal amount of such Convertible Notes that is subject to certain adjustments from time to time for specified events pursuant to the Senior Subordinated Convertible Notes Agreement, dated as of March 22, 2010, by and between the Issuer and Bounty (the “Convertible Notes Agreement”). DFR Holdings, Bounty Investments, LLC (“Bounty”), Santa Maria Overseas Ltd. (“Santa Maria”), Mayflower Trust (“Mayflower”) and TZ Columbus Services Limited (“TZ” and, together with Bounty, Santa Maria, Mayflower and TZ, the “Reporting Persons”) are members of a group. See Item 5.

Page 2 of 19


CUSIP No.		125471 102

NAME OF REPORTING PERSON:

Bounty Investments, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) þ

(b) o

SEC USE ONLY:

SOURCE OF FUNDS:

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware, United States

SOLE VOTING POWER:

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:

SHARED VOTING POWER:

8,677,686 shares of Common Stock, including 4,132,231 shares of Common Stock currently issuable upon conversion of $25 million in aggregate principal amount of the Issuer’s Convertible Notes.

SOLE DISPOSITIVE POWER:

10.

SHARED DISPOSITIVE POWER:

8,677,686 shares of Common Stock, including 4,132,231 shares of Common Stock currently issuable upon conversion of $25 million in aggregate principal amount of the Issuer’s Convertible Notes.

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

8,677,686

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

35.6%*

14.

TYPE OF REPORTING PERSON

* Based on 24,387,661 shares of Common Stock, 11,164,521 of which were outstanding as of March 28, 2011 as reported in the Issuer’s annual report on Form 10-K filed on March 31, 2011, 9,090,909 were issued to CIFC Parent on April 13, 2011 pursuant to the Merger Agreement and 4,132,231 of which are issuable by the Issuer to DFR Holdings upon DFR Holdings’ conversion of $25 million in aggregate principal amount of the Issuer’s Convertible Notes based upon an initial conversion rate of 165.29 shares per $1,000 principal amount of such Convertible Notes that is subject to certain adjustments from time to time for specified events pursuant to the Convertible Notes Agreement. The Reporting Persons are members of a group. See Item 5.

Page 3 of 19


CUSIP No.		125471 102

NAME OF REPORTING PERSON:

Santa Maria Overseas Ltd.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) þ

(b) o

SEC USE ONLY:

SOURCE OF FUNDS:

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Commonwealth of the Bahamas

SOLE VOTING POWER:

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:

SHARED VOTING POWER:

8,677,686 shares of Common Stock, including 4,132,231 shares of Common Stock currently issuable upon conversion of $25 million in aggregate principal amount of the Issuer’s Convertible Notes.

SOLE DISPOSITIVE POWER:

10.

SHARED DISPOSITIVE POWER:

8,677,686 shares of Common Stock, including 4,132,231 shares of Common Stock currently issuable upon conversion of $25 million in aggregate principal amount of the Issuer’s Convertible Notes.

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

8,677,686

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

35.6%*

14.

TYPE OF REPORTING PERSON

* Based on 24,387,661 shares of Common Stock, 11,164,521 of which were outstanding as of March 28, 2011 as reported in the Issuer’s annual report on Form 10-K filed on March 31, 2011, 9,090,909 were issued to CIFC Parent on April 13, 2011 pursuant to the Merger Agreement and 4,132,231 of which are issuable by the Issuer to DFR Holdings upon DFR Holdings’ conversion of $25 million in aggregate principal amount of the Issuer’s Convertible Notes based upon an initial conversion rate of 165.29 shares per $1,000 principal amount of such Convertible Notes that is subject to certain adjustments from time to time for specified events pursuant to the Convertible Notes Agreement. The Reporting Persons are members of a group. See Item 5.

Page 4 of 19


CUSIP No.		125471 102

NAME OF REPORTING PERSON:

Mayflower Trust

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) þ

(b) o

SEC USE ONLY:

SOURCE OF FUNDS:

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

SOLE VOTING POWER:

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:

SHARED VOTING POWER:

8,677,686 shares of Common Stock, including 4,132,231 shares of Common Stock currently issuable upon conversion of $25 million in aggregate principal amount of the Issuer’s Convertible Notes.

SOLE DISPOSITIVE POWER:

10.

SHARED DISPOSITIVE POWER:

8,677,686 shares of Common Stock, including 4,132,231 shares of Common Stock currently issuable upon conversion of $25 million in aggregate principal amount of the Issuer’s Convertible Notes.

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

8,677,686

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

35.6%*

14.

TYPE OF REPORTING PERSON

* Based on 24,387,661 shares of Common Stock, 11,164,521 of which were outstanding as of March 28, 2011 as reported in the Issuer’s annual report on Form 10-K filed on March 31, 2011, 9,090,909 were issued to CIFC Parent on April 13, 2011 pursuant to the Merger Agreement and 4,132,231 of which are issuable by the Issuer to DFR Holdings upon DFR Holdings’ conversion of $25 million in aggregate principal amount of the Issuer’s Convertible Notes based upon an initial conversion rate of 165.29 shares per $1,000 principal amount of such Convertible Notes that is subject to certain adjustments from time to time for specified events pursuant to the Convertible Notes Agreement. The Reporting Persons are members of a group. See Item 5.

Page 5 of 19


CUSIP No.		125471 102

NAME OF REPORTING PERSON:

TZ Columbus Services Limited

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) þ

(b) o

SEC USE ONLY:

SOURCE OF FUNDS:

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

SOLE VOTING POWER:

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:

SHARED VOTING POWER:

8,677,686 shares of Common Stock, including 4,132,231 shares of Common Stock currently issuable upon conversion of $25 million in aggregate principal amount of the Issuer’s Convertible Notes.

SOLE DISPOSITIVE POWER:

10.

SHARED DISPOSITIVE POWER:

8,677,686 shares of Common Stock, including 4,132,231 shares of Common Stock currently issuable upon conversion of $25 million in aggregate principal amount of the Issuer’s Convertible Notes.

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

8,677,686

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

35.6%*

14.

TYPE OF REPORTING PERSON

* Based on 24,387,661 shares of Common Stock, 11,164,521 of which were outstanding as of March 28, 2011 as reported in the Issuer’s annual report on Form 10-K filed on March 31, 2011, 9,090,909 were issued to CIFC Parent on April 13, 2011 pursuant to the Merger Agreement and 4,132,231 of which are issuable by the Issuer to DFR Holdings upon DFR Holdings’ conversion of $25 million in aggregate principal amount of the Issuer’s Convertible Notes based upon an initial conversion rate of 165.29 shares per $1,000 principal amount of such Convertible Notes that is subject to certain adjustments from time to time for specified events pursuant to the Convertible Notes Agreement. The Reporting Persons are members of a group. See Item 5.

Page 6 of 19

This Amendment No. 2 on Schedule 13D (“Amendment No. 2”) amends and supplements the cover pages and Items 2, 4, 5 and 6 of the statement of beneficial ownership on Schedule 13D, as amended by Amendment No. 1 to the Schedule 13D filed with the Commission on January 18, 2011 (the “Schedule 13D”), relating to the shares of common stock, par value $0.001 per share (the “Common Stock”), of CIFC Deerfield Corp., a Delaware corporation (the “Issuer”), filed on June 18, 2010 by and on behalf of (1) DFR Holdings, LLC, a Delaware limited liability company (“DFR Holdings”), (2) Bounty Investments, LLC, a Delaware limited liability company (“Bounty”), (3) Santa Maria Overseas Ltd., a Bahamanian company (“Santa Maria”), (4) Mayflower Trust, a Cayman Islands trust (“Mayflower”) and (5) TZ Columbus Services Limited, a British Virgin Islands corporation (“TZ” and, together with DFR Holdings, Bounty, Santa Maria and Mayflower, the “Reporting Persons”).

Item 2: Identity and Background.

Item 2 of the Schedule 13D is hereby amended and supplemented as follows:

This Schedule 13D is being filed by the following persons: (1) DFR Holdings, LLC, a Delaware limited liability company, (“DFR Holdings”), (2) Bounty Investments, LLC, a Delaware limited liability company (“Bounty”), (3) Santa Maria Overseas Ltd., a Bahamanian company (“Santa Maria”), (4) Mayflower Trust, a Cayman Islands trust (“Mayflower”) and (5) TZ Columbus Services Limited, a British Virgin Islands corporation (“TZ” and, together with DFR, Bounty, Santa Maria, and Mayflower the “Reporting Persons”). The Reporting Persons are filing this Amendment No. 2 jointly pursuant to their amended and restated joint filing agreement (the “Joint Filing Agreement”), filed as an Exhibit hereto and incorporated herein by reference herein.

DFR Holdings is principally engaged in the business of making investments in securities. The principal office and business address of DFR Holdings is c/o Renova U.S. Management LLC, 900 Third Avenue, 19th Floor, New York, New York 10022. The managing member of DFR Holdings is Andrew Intrater, a citizen of the United States. Mr. Intrater is the Chief Executive Officer of Renova U.S. Management LLC, the business address of which is 900 Third Avenue, 19th Floor, New York, New York 10022. The principal office and business address of Mr. Intrater is c/o Renova U.S. Management LLC, 900 Third Avenue, 19th Floor, New York, NY 10022.

Bounty, in its capacity as a member of 99% of the equity interests in DFR Holdings, is principally engaged in the business of making investments in securities. The principal office and business address of Bounty is c/o Renova U.S. Management LLC, 900 Third Avenue, 19th Floor, New York, New York 10022. The managers of Bounty are Jay Haft, Michael Sloan and Andrew Intrater, all of whom are citizens of the United States. In addition, Mr. Sloan is the Chief Financial Officer and Mr. Intrater is the Chief Executive Officer of Bounty. Mr. Haft is a Partner of Renova U.S. Management LLC, Mr. Sloan is the Chief Financial Officer of Renova U.S. Management LLC and Mr. Intrater is the Chief Executive Officer of Renova U.S. Management LLC, the business address of which is 900 Third Avenue, 19th Floor, New York, New York 10022. The principal office and business address of each of Mr. Sloan, Mr. Intrater and Mr. Haft is c/o Renova U.S. Management LLC, 900 Third Avenue, 19th Floor, New York, New York 10022.

Santa Maria, in its capacity as a member of 80% of the equity interests in Bounty, is principally engaged in the business of making investments in securities. The principal office and business address of Santa Maria is 2nd Terrace West, Centreville, Nassau, Bahamas. The directors of Santa Maria are Marco Montanari, a citizen of Switzerland, Shakira Burrows, a citizen of the Bahamas, and Olivier Chaponnier, a citizen of Switzerland. In addition, Mr. Montanari is President, Ms. Burrows is Secretary and Mr. Chaponnier is Treasurer of Santa Maria. Mr. Montanari is also a President of Helvetic Management Services Ltd., the business address of which is 2nd Terrace West, Centreville, Nassau, Bahamas. Ms.

Page 7 of 19

Burrows is also a Vice President of Helvetic Management Services Ltd. Mr. Chaponnier is also a Vice President of Helvetic Management Services Ltd. The principal office and business address of each of Mr. Montanari, Ms. Burrows and Mr. Chaponnier is c/o Helvetic Management Services Ltd., 2nd Terrace West, Centreville, Nassau, Bahamas.

Mayflower, in its capacity as the owner of 100% of the shares of common stock of Santa Maria, is principally engaged in the business of making investments in securities. The principal office and business address of Mayflower is c/o TZ Columbus Services Limited, Morgan & Morgan Building, Pasea Estate, Road Town, Tortola, BVI. The sole trustee of Mayflower is TZ. There are no officers or directors of Mayflower.

TZ, in its capacity as sole trustee of Mayflower, is principally engaged in the business of forming and operating trusts. The business address of TZ is Morgan & Morgan Building, Pasea Estate, Road Town, Tortola, BVI. The directors of TZ are Dr. Felix Bänninger, a citizen of Switzerland, Adenike Sicard-Roberts, a citizen of Jamaica, and Helene Ann Lewis, a citizen of Trinidad and Tobago. Dr. Bänninger is also a Partner at Treuco Trust Company, a trust business, the business address of which is Claridenstrasse 25, 8002 Zurich/Switzerland. The primary occupation of Mr. Sicard-Roberts is as a partner at HPA Lawyers, a law firm, the business address of which is Palm Chambers, Road Town, Tortola, BVI. Ms. Lewis is also a Senior Partner of Simonette Lewis, a law firm, the business address of which is Unit Two Mill Mall, Road Town, Tortola VG 1110, BVI.

During the last five years, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the other persons named in this Item 2: (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

On April 13, 2011, the Issuer consummated the transaction contemplated by that certain Merger Agreement (the “Merger Agreement”), dated December 21, 2010, by and among the Issuer, Bulls I Acquisition Corporation (“First MergerSub”), Bulls II Acquisition LLC (“Second MergerSub”), CIFC Parent Holdings LLC (“CIFC Parent”) and Commercial Industrial Finance Corp. (“CIFC”). As consideration for the mergers, CIFC Parent received, among other things, 9,090,909 shares of newly-issued Common Stock. The description of the Merger Agreement is qualified in its entirety by reference to the full text of the agreement, which is included as an Exhibit hereto and is incorporated by reference herein.

Immediately prior to the consummation of the Merger, Bounty entered into an Assignment and Contribution Agreement, dated April 13, 2011, with DFR Holdings (the “Assignment and Contribution Agreement”) pursuant to which, among other things, Bounty agreed to assign and contribute its shares of Common Stock and the $25 million in aggregate principal amount of the Convertible Notes, and all rights and obligations thereto (including under the Wavier (as defined below), the Amended and Restated Stockholders Agreement (as defined below), and the Amended and Restated Registration Rights Agreement (as defined below)) to DFR Holdings, its subsidiary (the “Contribution”). The description of

Page 8 of 19

the Assignment and Contribution Agreement is qualified in its entirety by reference to the full text of the agreement, which is included as an Exhibit hereto and incorporated by reference herein.

In connection with the signing of the Merger Agreement and the transactions contemplated thereby, Bounty and CIFC entered into a Voting Agreement, dated December 21, 2010 (the “Voting Agreement”). Pursuant to the Voting Agreement, Bounty was required to (i) own at least 39% of the capital stock of the Issuer and (ii) vote up to 39% of such capital stock in favor of the Merger Agreement and the transactions contemplated thereby. Pursuant to the terms of the Voting Agreement, the Voting Agreement terminated on April 13, 2011, concurrently with the effective time of the Merger Agreement. The description of the Voting Agreement is qualified in its entirety by reference to the full text of the agreement, which is included as an Exhibit hereto and is incorporated by reference herein.

Bounty also entered into a Waiver of Conversion Rate Adjustment, dated December 21, 2010 (the “Waiver”), in connection with the Merger Agreement. Pursuant to the Waiver, Bounty agreed to waive its rights under the Senior Subordinated Convertible Notes Agreement, dated as of March 22, 2010, by and between the Issuer and Bounty (the “Convertible Notes Agreement”) to any adjustments in the conversion rate of the $25 million in aggregate principal amount of the Issuer’s Senior Subordinated Convertible Notes, due December 9, 2017, held by Bounty (the “Convertible Notes”) that could have been triggered by the Merger Agreement and the transactions contemplated thereby. As a result of the Contribution, Bounty’s rights were assigned to DFR Holdings. The descriptions of the Waiver and the Convertible Notes Agreement are qualified in their entirety by reference to the full text of the Waiver and Convertible Notes Agreement, which are included as Exhibits hereto and incorporated by reference herein.

In connection with the closing of the Merger Agreement, DFR Holdings entered into an Amended and Restated Stockholders Agreement, (the “Amended and Restated Stockholders Agreement”) dated April 13, 2011, by and among the Issuer, DFR Holdings and CIFC Parent (DFR Holdings, together with CIFC Parent, the “Investors” and each individually an “Investor”). Pursuant to the Amended and Restated Stockholders Agreement, the size of the Board of Directors of the Issuer (the “Board”) was increased by two directors so that the Board now consists of eleven directors, comprised of (i) three directors designated by each of DFR Holdings and CIFC Parent, (ii) three directors nominated by the Nominating Committee of the Board and who must qualify as independent directors, (iii) Peter Gleysteen, who became the Issuer’s chief executive officer as a result of the consummation of the Merger Agreement, and (iv) Jonathan Trutter, for so long as he remains an employee of the Issuer, provided that any director replacing Mr. Trutter as a director will have to be nominated by the Nominating Committee of the Board and meet the same independence standards as the other independent directors of the Issuer. The following directors designated by DFR Holdings were appointed to the Board: Andrew Intrater, Jason Epstein and Paul Lipari. The following Directors designated by CIFC Parent were appointed to the Board: Michael R. Eisenson, Samuel P. Bartlett and Tim R. Palmer. In connection with the closing of the Merger Agreement, Daniel Schrupp, previously designated by Bounty to serve on the Board, resigned.

So long as an Investor owns at least 25% of the outstanding Common Stock (assuming conversion of the Convertible Notes), it has the right to designate three directors to the Board. So long as an Investor owns at least 15% and 5% of the outstanding Common Stock (assuming conversion of the Convertible Notes), such Investor has the right to designate two directors and one director, respectively. If an Investor owns less than the minimum percentage necessary for the designation of directors as set forth above as a result of dilution of the Common Stock (other than dilution resulting from new issuances of equity interests or securities for which such Investor has certain preemptive rights), the Issuer must provide the Investor the opportunity to purchase an amount of Common Stock to cure such deficiency.

Each Investor has the right to designate one director to the Nominating Committee of the Board so long as it has the right to designate at least two directors to the Board. In addition, the Strategic

Page 9 of 19

Committee of the Board was dissolved upon the consummation of the transactions contemplated by the Merger Agreement. DFR Holdings’ designee to the Nominating Committee is Mr. Epstein. In addition, Mr. Intrater has been appointed to the Compensation Committee.

So long as any Investor owns at least 5% of the outstanding Common Stock (assuming conversion of the Convertible Notes), if the Issuer proposes to issue any securities (subject to specified exceptions), including shares of Common Stock, other capital stock or convertible securities, then each Investor has the right to purchase in such issuance the number of securities up to its current ownership percentage of the Issuer at the same purchase price as the Issuer’s proposed issuance to other purchasers.

Pursuant to the Amended and Restated Stockholders Agreement, the Investors agreed to form a “group” holding over 50% of the outstanding Common Stock of the Issuer thereby allowing the Issuer to elect to become a “controlled company” as defined by Rule 5615(c) of the NASDAQ Marketplace Rules. In addition, pursuant to the Amended and Restated Stockholders Agreement, the Issuer agreed to elect to be a “controlled company,” and agreed that it will continue to elect to be a controlled company for so long as the Investors hold over 50% of the outstanding Common Stock and satisfy the “group” requirements. In connection with the Amended and Restated Stockholders Agreement, and for so long as the Investors hold over 50% of the outstanding Common Stock, each Investor is required to take all action necessary for the Issuer to be able to be treated as a “controlled-company” and make all necessary filings and disclosures associated therewith. Please see Item 5 below for more information regarding the Investors’ “group” designation.

Each Investor has a consent right with respect to the following actions until the earlier of (a) three years from the date of the Amended and Restated Stockholders Agreement, (b) the date on which the Investors, collectively, own less than 35% of the outstanding Common Stock (assuming conversion of the Convertible Notes) and (c) the date on which such Investor owns less than 20% of the outstanding Common Stock (assuming conversion of the Convertible Notes): (i) the acquisition or disposal of any corporation, entity, division or other business concern having a value in excess of $10,000,000 in a single transaction or series of related transactions, (ii) the dissolution, liquidation, reorganization or recapitalization or bankruptcy of the Issuer, (iii) the replacement of the chief executive officer of the Issuer, (iv) the maintenance of the Issuer’s headquarters outside of New York, New York, (v) the issuance of any new shares of Common Stock, equity interests or convertible securities of the Issuer in a registration under the Securities Act of 1933, as amended (subject to certain exceptions) and (vi) the incurrence, assumption or guarantee of any indebtedness for borrowed money, except for (A) indebtedness incurred in the ordinary course of business not in excess of $20,000,000 in the aggregate and (B) repurchase obligations pursuant to the Issuer’s investments in residential mortgage-backed securities, provided that such repurchase obligations do not exceed $275,000,000 or such other amount as is established by the Board from time to time.

The Amended and Restated Stockholders Agreement includes a standstill provision which caps both Investors’ aggregate beneficial ownership of Common Stock and other voting securities at 80% of the shares of Common Stock (assuming conversion of the Convertible Notes), and their individual beneficial ownerships at 39.28% for CIFC Parent and 37.58% for DFR Holdings. Subject to certain exceptions (including, without limitation, any acquisitions consented to by a majority of the independent directors of the Board), the Investors cannot acquire Common Stock or other voting securities that would result in their ownership of Common Stock and other voting securities exceeding the applicable caps. Subject to the aggregate 80% cap, the Investors may transfer shares of Common Stock among themselves. In addition, each Investor is required to cause any transferee of more than 15% of the Common Stock (assuming conversion of the Convertible Notes) to agree to be bound by the terms of the standstill provisions. The standstill provisions remain in effect until the earliest to occur of (i) entry by the Issuer

Page 10 of 19

into a definitive agreement providing for a change of control transaction, and (ii) in respect of an Investor, the date that such Investor owns less than 5% of the outstanding Common Stock (assuming conversion of the Convertible Notes).

Each Investor was granted a right of first refusal in the event that the other Investor entertains a bona fide offer from any third party to purchase all or any portion of the Convertible Notes held by such Investor. Following receipt of the bona fide offer from the third party, the Investor must offer to sell such number of Convertible Notes to the other Investor on the same terms and conditions and at the same price offered to such third party.

Each Investor was granted a right of first offer in the event that the other Investor proposes to transfer all or any portion of the shares of Common Stock held by such Investor. In such case, the transferring Investor must first offer to transfer such shares to the other Investor. However, in no event will an Investor be required to offer its shares of Common Stock to the other Investor if such offered shares (together with all shares transferred by such Investor in the preceding twelve month period) constitute less than the lesser of (i) 4.99% of the outstanding Common Stock and (ii) 10% of the shares of Common Stock held by such Investor immediately prior to such transfer.

The Amended and Restated Stockholders Agreement continues in effect until the earlier of (i) termination by written agreement of the Issuer and each Investor holding at least 20% of the outstanding Common Stock (assuming conversion of the Convertible Notes), and (ii) as to any Investor, such time as such Investor holds less than 5% of the outstanding Common Stock (assuming conversion of the Convertible Notes) after giving effect to any cure purchase rights. The description of the Amended and Restated Stockholders Agreement is qualified in its entirety by reference to the full text of the agreement, which is included as an Exhibit hereto and is incorporated by reference herein.

In connection with the closing of the Merger Agreement, DFR Holdings entered into an Amended and Restated Registration Rights Agreement (the “Amended and Restated Rights Agreement”), pursuant to which the Issuer granted registration rights to CIFC Parent and DFR Holdings with regard to the shares of Common Stock held by each Investor, including the shares of Common Stock issuable upon the conversion of the Convertible Notes (the “Conversion Shares”). Under the Amended and Restated Registration Rights Agreement, CIFC Parent and DFR Holdings have two demand registration rights each and unlimited piggyback rights, subject to customary underwriter cutbacks and issuer blackout periods. The Issuer will pay all fees and expenses relating to the registration of the Common Stock pursuant to the Amended and Restated Registration Rights Agreement. The description of the Amended and Restated Registration Rights Agreement is qualified in its entirety by reference to the full text of the agreement, which is included as an Exhibit hereto and is incorporated by reference herein.

In connection with the closing of the Merger Agreement, Bounty entered into a Management Agreement, dated April 13, 2011, by and between Bounty and the Issuer (the “Management Agreement”). Pursuant to the Management Agreement, the Issuer will provide support and assistance to Bounty in the form of certain administrative and support services related to the business and operations of Bounty. In connection with the Management Agreement, the Issuer will receive an annual management fee equal to (i) $50,000 plus (ii) $15,000 for each issuer of collateralized loan obligations in which Bounty holds securities during such annual period (pro rated as applicable). Bounty will also reimburse the Issuer for reasonable documented out-of-pocket expenses (subject to certain caps) in connection with the performance of the services during the terms of the Management Agreement.

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written notice to the defaulting party in the event of an uncured material or repeated default by the defaulting party, (v) upon written notice by the unaffected party to the affected party in the event of (a) the liquidation or insolvency of the affected party, (b) the appointment of a receiver or similar officer for the affected party, (c) an assignment by the affected party for the benefit of all or substantially all of its creditors, (d) entry by the affected party into an agreement for the composition, extension, or readjustment of all or substantially all of its obligations or (e) the filing of a meritorious petition in bankruptcy by or against the affected party under any bankruptcy or debtors’ law for its relief or reorganization or (vi) upon written notice by the Issuer to Bounty for failure to pay undisputed amounts when due. The description of the Management Agreement is qualified in its entirety by reference to the full text of the agreement, which is included as an Exhibit hereto and is incorporated by reference herein.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and supplemented as follows:

(a) As of the date of this Amendment No. 2, DFR Holdings directly holds 4,545,455 shares of Common Stock, which constitutes approximately 22.4% of the outstanding shares of Common Stock.¹ However, DFR Holdings may be deemed to beneficially own 17,768,595 shares of Common Stock, which constitutes approximately 72.9% of the Common Stock as calculated pursuant to Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934, as amended.² Of these shares of Common Stock, (i) 4,545,455 shares are shares of Common Stock directly held by DFR Holdings, (ii) 9,090,909 shares are shares of Common Stock attributable to the CIFC Persons (as defined below), which DFR Holdings may be deemed for the purposes of Rule 13d-3 promulgated under the Exchange Act to beneficially own (see below for more information) and (iii) 4,132,231 shares are shares of Common Stock issuable by the Issuer to DFR Holdings upon the conversion of $25 million in aggregate principal amount of the Convertible Notes based upon an initial conversion rate of 165.29 shares per $1,000 principal amount of Convertible Notes. Under the Convertible Notes Agreement, Bounty may also convert any PIK Interest into shares of Common Stock, which shares are not included in the preceding calculations. The description of the Convertible Notes Agreement is qualified entirely by reference to the full text of the agreement, which is included as an Exhibit hereto and incorporated by reference herein.

Due to their relationships with each other and with DFR Holdings, each of Bounty, Santa Maria, Mayflower and TZ may also be deemed to be the beneficial owners of the 17,768,595 shares of Common Stock beneficially owned by DFR Holdings.

The CIFC Persons and Reporting Persons, by virtue of the Amended and Restated Stockholders Agreement, may be considered members of a group, within the meaning of Section 13(d)(3) and Rule 13d-5(b)(1) of the Exchange Act. As a result, each Reporting Person may be deemed, in its capacity as a member of a group, to beneficially own the Common Stock attributable to the CIFC Persons. The Reporting Persons and the CIFC Persons acknowledge that they are acting as a “group” for the purpose of causing CIFC Deerfield Corp. to qualify as a controlled company under applicable NASDAQ rules.


¹		Based on 20,255,430 shares of Common Stock, 11,164,521 of which were outstanding as of March 28, 2011 as reported in the Issuer’s annual report on Form 10-K filed on March 31, 2011 and 9,090,909 of which were issued pursuant to the Merger Agreement.

²		Based on 24,387,661 shares of Common Stock, 11,164,521 of which were outstanding as of March 28, 2011 as reported in the Issuer’s annual report on Form 10-K filed on March 31, 2011, 9,090,909 were issued on April 13, 2011, pursuant to the Merger Agreement and 4,132,231 of which are issuable by the Issuer upon the conversion of $25 million in aggregate principal amount of the Issuer’s Convertible Notes based upon an initial conversion rate of 165.29 shares per $1,000 principal amount of such Convertible Notes that is subject to certain adjustments from time to time for specified events pursuant to the Convertible Notes Agreement.

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The “CIFC Persons” are (i) CIFC Parent, (ii) Charlesbank CIFC Holdings, LLC, a Delaware limited liability company, (iii) Charlesbank Equity Fund V, Limited Partnership, a Massachusetts limited partnership, (iv) Charlesbank Equity Fund VI, Limited Partnership, a Massachusetts limited partnership, (v) CB Offshore Equity Fund VI, L.P., a Cayman Islands exempt limited partnership, (vi) Charlesbank Coinvestment Partners, Limited Partnership, a Massachusetts limited partnership, (vii) Charlesbank Equity Coinvestment Fund VI, Limited Partnership, a Massachusetts limited partnership and (viii) Charlesbank Capital Partners, LLC, a Massachusetts limited liability company.

(b) Each Reporting Person may be deemed to have shared voting power with respect to 17,768,595 shares of Common Stock, including 4,545,455 shares of Common Stock, 4,132,231 shares of Common Stock issuable upon the conversion of $25 million in aggregate principal amount of the Issuer’s Senior Subordinated Convertible Notes owned by DFR Holdings and 9,090,909 shares of Common Stock attributable to the CIFC Persons. Each Reporting Person may be deemed to have shared dispositive and investment power with respect to 8,677,686 shares of Common Stock, including 4,132,231 shares of Common Stock currently issuable upon conversion of $25 million in aggregate principal amount of the Issuer’s Convertible Notes. None of the Reporting Persons own any shares of Common Stock over which they have sole voting, disposition or investment power.

Each of the CIFC Persons may be deemed to have shared voting power with respect to 17,768,595 shares of Common Stock, including 9,090,909 shares of Common Stock, 4,132,231 shares of Common Stock attributable to the Reporting Persons upon the conversion of $25 million in aggregate principal amount of the Issuer’s Senior Subordinated Convertible Notes owned by DFR Holdings and 4,545,455 shares of Common Stock attributable to the Reporting Persons. According to the CIFC Schedule 13D, each CIFC Person may be deemed to have shared dispositive and investment power with respect to 9,090,909 shares of Common Stock. According to the CIFC Schedule 13D, none of the CIFC Persons own any shares of Common Stock over which they have sole voting, disposition or investment power.

(c) According to the Issuer’s Form 8-K filed on April 13, 2011, the Issuer issued to CIFC Parent 9,090,909 shares of Common Stock based on the terms and conditions contained in the Merger Agreement. Other than as set forth in this Item 5, to the best knowledge of each of the Reporting Persons, none of the Reporting Persons and no other person described in Item 5(a) hereof has beneficial ownership of, or has engaged in any transaction during the past 60 days in, any shares of Common Stock.

Pursuant to the Assignment and Contribution Agreement, on April 13, 2011 Bounty assigned and contributed its shares of Common Stock and the $25 million in aggregate principal amount of the Convertible Notes, and all rights and obligations thereto to DFR Holdings.

(d) Other than the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock.

(e) Not applicable.

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Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

Assignment and Contribution Agreement

Immediately prior to the consummation of the Merger, Bounty and DFR Holdings entered into the Assignment and Contribution Agreement. Pursuant to the Assignment and Contribution Agreement, among other things, Bounty agreed to the Contribution. The description of the Assignment and Contribution Agreement is qualified in its entirety by reference to the full text of the agreement, which is included as an Exhibit hereto and incorporated by reference herein.

Waiver of Conversion Rate Adjustment

In connection with the Merger Agreement, Bounty entered into the Waiver. Pursuant to the Waiver, Bounty agreed to waive its rights under the Convertible Notes Agreement to any adjustments in the conversion rate of the Convertible Notes that could have been triggered by the Merger Agreement and the transactions contemplated thereby. As a result of the Contribution, Bounty’s rights were assigned to DFR Holdings. The description of the Waiver is qualified in its entirety by reference to the full text of the Waiver, which is included as an Exhibit hereto and is incorporated by reference herein.

Amended and Restated Stockholders Agreement

The Issuer, DFR Holdings and CIFC Parent entered into the Amended and Restated Stockholders Agreement. Pursuant to the Amended and Restated Stockholders Agreement, the size of the Board was increased by two directors so that the Board now consists of eleven directors, comprised of (i) three directors designated by each of DFR Holdings and CIFC Parent, (ii) three directors nominated by the Nominating Committee of the Board and who must qualify as independent directors, (iii) Peter Gleysteen, who became the Issuer’s chief executive officer as a result of the consummation of the Merger Agreement, and (iv) Jonathan Trutter, for so long as he remains an employee of the Issuer, provided that any director replacing Mr. Trutter as a director will have to be nominated by the Nominating Committee of the Board and meet the same independence standards as the other independent directors of the Issuer.

Each Investor has the right to designate one director to the Nominating Committee of the Board so long as it has the right to designate at least two directors to the Board.

Page 14 of 19

Investor has the right to purchase in such issuance the number of securities up to its current ownership percentage of the Issuer at the same purchase price as the Issuer’s proposed issuance to other purchasers.

Pursuant to the Amended and Restated Stockholders Agreement, the Investors agreed to form a “group” holding over 50% of the outstanding Common Stock of the Issuer thereby allowing the Issuer to elect to become a “controlled company” as defined by Rule 5615(c) of the NASDAQ Marketplace Rules. In addition, the Issuer agreed to elect to be a “controlled company,” and agreed that it will continue to elect to be a controlled company for so long as the Investors hold over 50% of the outstanding Common Stock and satisfy the “group” requirements In connection with the Amended and Restated Stockholders Agreement, and for so long as the Investors hold over 50% of the outstanding Common Stock, each Investor is required to take all action necessary for the Issuer to be able to be treated as a “controlled-company” and make all necessary filings and disclosures associated therewith. Please see Item 5 above for more information regarding the Investors’ “group” designation.

The Amended and Restated Stockholders Agreement includes a standstill provision which caps both Investors’ aggregate beneficial ownership of Common Stock and other voting securities at 80%, and their individual beneficial ownerships at 39.28% for CIFC Parent and 37.58% for DFR Holdings. Subject to certain exceptions (including, without limitation, any acquisitions consented to by a majority of the independent directors of the Board), the Investors cannot acquire Common Stock or other voting securities that would result in their ownership of Common Stock and other voting securities exceeding the applicable caps. Subject to the aggregate 80% cap, the Investors may transfer shares of Common Stock among themselves. In addition, each Investor is required to cause any transferee of more than 15% of the Common Stock (including such shares issuable upon the conversion of the Convertible Notes) to agree to be bound by the terms of the standstill provisions. The standstill provisions remain in effect until the earliest to occur of (i) entry by the Issuer into a definitive agreement providing for a change of control transaction, and (ii) in respect of an Investor, the date that such Investor owns less than 5% of the outstanding Common Stock.

Page 15 of 19

Each Investor was granted a right of first offer in the event that the other Investor proposes to transfer all or any portion of the shares of Common Stock held by such Investor. In such case, the transferring Investor must first offer to transfer such shares to the other Investor; however, in no event will an Investor be required to offer its shares of Common Stock to the other Investor if such offered shares (together with all shares transferred by such Investor in the preceding twelve month period) constitute less than the lesser of (i) 4.99% of the outstanding Common Stock, and (ii) 10% of the shares of Common Stock held by such Investor immediately prior to such transfer.

The Amended and Restated Stockholders Agreement continues in effect until the earlier of (i) termination by written agreement of the Issuer and each Investor holding at least 20% of the outstanding Common Stock (assuming conversion of the Convertible Notes), and (ii) as to any Investor, such time as such Investor holds less than 5% of the outstanding Common Stock (after giving effect to any cure purchase rights). The description of the Amended and Restated Stockholders Agreement is qualified in its entirety by reference to the full text of the agreement, which is included as an Exhibit hereto and is incorporated by reference herein.

Amended and Restated Registration Rights Agreement

On April 13, 2011, DFR Holdings, Issuer and CIFC Parent entered into the Amended and Restated Registration Rights Agreement, pursuant to which the Issuer granted registration rights to CIFC Parent and DFR Holdings with regard to the shares of Common Stock held by each Investor, including, but not limited to, the Conversion Shares. Under the Amended and Restated Registration Rights Agreement, CIFC Parent and DFR Holdings have two demand registration rights each and unlimited piggyback rights, subject to customary underwriter cutbacks and issuer blackout periods. The Issuer will pay all fees and expenses relating to the registration of the Common Stock pursuant to the Amended and Restated Registration Rights Agreement. The description of the Amended and Restated Registration Rights Agreement is qualified in its entirety by reference to the full text of the agreement, which is included as an Exhibit hereto and is incorporated by reference herein.

Management Agreement

In connection with the closing of the Merger Agreement, Bounty and the Issuer entered into a Management Agreement. Pursuant to the Management Agreement, the Issuer will provide support and assistance to Bounty in the form of certain administrative and support services related to the business and operations of Bounty. In connection with the Management Agreement, the Issuer will receive an annual management fee equal to (i) $50,000 plus (ii) $15,000 for each issuer of collateralized loan obligations in which Bounty holds securities during such annual period (pro rated as applicable). Bounty will also reimburse the Issuer for reasonable documented out-of-pocket expenses (subject to certain caps) in connection with the performance of the services during the terms of the Management Agreement.

The Management Agreement provides that it may be terminated (i) upon mutual written consent of the Issuer and Bounty, (ii) by Bounty upon thirty days written notice to the Issuer, (iii) by the Issuer on or after May 31, 2012 upon 180 days prior written notice to Bounty, (iv) by the non-defaulting party upon written notice to the defaulting party in the event of an uncured material or repeated default by the defaulting party, (v) upon written notice by the unaffected party to the affected party in the event of (a) the liquidation or insolvency of the affected party, (b) the appointment of a receiver or similar officer for the affected party, (c) an assignment by the affected party for the benefit of all or substantially all of its creditors, (d) entry by the affected party into an agreement for the composition, extension, or readjustment of all or substantially all of its obligations or (e) the filing of a meritorious petition in bankruptcy by or against the affected party under any bankruptcy or debtors’ law for its relief or reorganization or (vi) upon written notice by the Issuer to Bounty for failure to pay undisputed amounts when due. The description of the Management Agreement is qualified in its entirety by reference to the full text of the agreement, which is included as an Exhibit hereto and is incorporated by reference herein.

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Item 7. Material to be Filed as Exhibits.

1.		Joint Filing Agreement, dated as of April 15, 2011, by and among the Reporting Persons.*

2.		Merger Agreement, dated as of December 21, 2010, by and among CIFC Deerfield Corp., Bulls I Acquisition Corporation, Bulls II Acquisition LLC, CIFC Parent Holdings LLC and Commercial Industrial Finance Corp. (incorporated by reference to Exhibit 2.1 of CIFC Deerfield Corp.’s Current Report on Form 8-K filed on December 22, 2010).

3.		Voting Agreement, dated as of December 21, 2010, by and between Bounty Investments, LLC and Commercial Industrial Finance Corp. (incorporated by reference to Exhibit 3 of Schedule 13D/A filed on December 21, 2010).

4.		Waiver of Conversion Rate Adjustment, dated as of December 21, 2010, by Bounty Investments, LLC (incorporated by reference to Exhibit 4 of the Schedule 13D/A filed on December 21, 2010).

5.		Amended and Restated Stockholders Agreement, dated as of April 13, 2011, by and among CIFC Deerfield Corp., CIFC Parent Holdings LLC and DFR Holdings, LLC (incorporated by reference to Exhibit 10.1 of CIFC Deerfield Corp.’s Current Report on Form 8-K filed on April 13, 2011).

6.		Amended and Restated Registration Rights Agreement, dated as of April 13, 2011, by and among CIFC Deerfield Corp., CIFC Parent Holdings LLC and Bounty Investments, LLC (incorporated by reference to Exhibit 10.2 of CIFC Deerfield Corp.’s Current Report on Form 8-K filed on April 13, 2011).

7.		Senior Subordinated Convertible Notes Agreement, dated as of March 22, 2010, by and between CIFC Deerfield Corp. and Bounty Investments, LLC (incorporated by reference to Exhibit 4.1 of CIFC Deerfield Corp.’s Current Report on Form 8-K, filed on March 23, 2010).

8.		Management Agreement, dated as of April 13, 2011, by and between CIFC Deerfield Corp. and Bounty Investments, LLC.*

9.		Assignment and Contribution Agreement, dated as of April 13, 2011, by and among DFR Holdings, LLC and Bounty Investments, LLC.*


*		Filed herewith.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 15, 2011


DFR HOLDINGS, LLC
By:	/s/ Andrew Intrater
	Name:	Andrew Intrater
	Title:	Managing Member

BOUNTY INVESTMENTS, LLC
By:	/s/ Andrew Intrater
	Name:	Andrew Intrater
	Title:	Chief Executive Officer

SANTA MARIA OVERSEAS LTD.
By:	/s/ Andrew Intrater
	Name:	Andrew Intrater
	Title:	Attorney-In-Fact

MAYFLOWER TRUST
By:	/s/ Andrew Intrater
	Name:	Andrew Intrater
	Title:	Attorney-In-Fact

TZ COLUMBUS SERVICES LIMITED
By:	/s/ Andrew Intrater
	Name:	Andrew Intrater
	Title:	Attorney-In-Fact

Page 18 of 19

EX-99.1 2 w82421exv99w1.htm EX-99.1 exv99w1

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.001 per share, of CIFC Deerfield Corp., a Delaware corporation, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

[Remainder of this page has been left intentionally blank.]

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SIGNATURE

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the 15 day of April, 2011.


DFR HOLDINGS, LLC
By:	/s/ Andrew Intrater
	Name:	Andrew Intrater
	Title:	Managing Member

BOUNTY INVESTMENTS, LLC
By:	/s/ Andrew Intrater
	Name:	Andrew Intrater
	Title:	Chief Executive Officer

SANTA MARIA OVERSEAS LTD.
By:	/s/ Andrew Intrater
	Name:	Andrew Intrater
	Title:	Attorney-In-Fact

MAYFLOWER TRUST
By:	/s/ Andrew Intrater
	Name:	Andrew Intrater
	Title:	Attorney-In-Fact

TZ COLUMBUS SERVICES LIMITED
By:	/s/ Andrew Intrater
	Name:	Andrew Intrater
	Title:	Attorney-In-Fact

EX-99.8 3 w82421exv99w8.htm EX-99.8 exv99w8

Exhibit 8

MANAGEMENT AGREEMENT

THIS MANAGEMENT AGREEMENT (this “Agreement”), dated as of April 13, 2011, is by and between Deerfield Capital Corp., a Maryland corporation (the “Company”), and Bounty Investments, LLC, a Delaware limited liability company (“Bounty”) (each referred to herein as a “Party” to this Agreement, collectively referred to as the “Parties” to this Agreement, and in the applicable context the Company as “Supplier” and Bounty as “Receiver”).

WHEREAS, the Company, Bulls I Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of the Company (“First MergerSub”), Bulls II Acquisition, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Second MergerSub” and, together with First MergerSub, the “MergerSubs”), CIFC Parent Holdings LLC, a Delaware limited liability company (“CIFC Parent”) and Commercial Industrial Finance Corp., a Delaware corporation and wholly owned subsidiary of CIFC Parent (“CIFC”), are parties to the Agreement and Plan of Merger, dated as of December 21, 2010, as amended (the “Merger Agreement”);

WHEREAS, the execution and delivery of this Agreement is a condition to the obligations of the Company, CIFC Parent and CIFC to consummate the transactions contemplated by the Merger Agreement;

WHEREAS, the Parties desire to enter into this Agreement under which Supplier will provide and Receiver shall obtain support and assistance in the form of administrative and support services related to the business and operations of Bounty from and after the Closing (as defined in the Merger Agreement);

WHEREAS, Supplier and Receiver desire to set forth and confirm their rights and obligations in respect of the business arrangements described herein; and

NOW, THEREFORE, in consideration of the premises, and other good and valuable consideration to be received, Supplier and Receiver agree as follows:

ARTICLE I

AGREEMENT, TERM, LIMITATIONS AND DEFINITIONS

Section 1.1 Agreement. During the term of this Agreement, in accordance with the Company’s existing practice and course of dealing, Supplier shall supply to Receiver, and Receiver shall purchase or receive from Supplier, the administrative and support services set forth on Schedule A hereto (the “Services”) on a continuing basis without Receiver’s express request, except as otherwise specified herein, all upon and subject to the terms and conditions specified in this Agreement. To the extent that Receiver requests, and Supplier agrees to perform, any Services other than those described on Schedule A on the date hereof, Schedule A shall be amended to include such additional Services.

Section 1.2 Term. The term of this Agreement shall commence on the Effective Date and shall continue in effect until terminated in accordance with this Agreement.

Section 1.3 Definitions. The following definitions shall apply to this Agreement:

(a) “Business Day” means a day other than Saturday, Sunday or any other day on which banks located in New York, New York are authorized or obligated by law to close.

(b) “Effective Date” shall mean the date hereof.

(c) “Damages” means any and all claims, injuries, lawsuits, liabilities, losses, damages, judgments, fines, penalties, deficiencies, costs and expenses, including the reasonable fees and disbursements of counsel and experts (including reasonable fees of attorneys and paralegals, whether at the pre-trial, trial, or appellate level, or in arbitration) and all amounts reasonably paid in investigation, defense, or settlement of any of the foregoing.

(d) “Governmental Authority” means any foreign, federal, state or local governmental, judicial, legislative, regulatory or administrative agency, commission or authority, and any court, tribunal or arbitrator(s) of competent jurisdiction, including Self-Regulatory Organizations.

(e) “Person” means any individual, corporation, partnership, limited liability company, limited liability partnership, firm, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Authority or other entity.

(f) “Receiver” shall mean Bounty.

(g) “Supplier” shall mean the Company.

(h) “Self-Regulatory Organization” means each national securities exchange in the United States of America or other commission, board, agency or body that is charged with the supervision or regulation of brokers, dealers, securities underwriting or trading, stock exchanges, commodities exchanges, insurance companies or agents, investment companies or investment advisers, or to the jurisdiction of which any Party or any of their respective Subsidiaries is otherwise subject.

ARTICLE II

WARRANTIES AND LIABILITIES

Section 2.1 Warranty. Supplier shall use reasonable care in providing Services. EXCEPT AS SPECIFICALLY STATED IN THIS AGREEMENT OR OTHERWISE AGREED IN WRITING, SUPPLIER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY MATTER, INCLUDING THE MERCHANTABILITY, SUITABILITY, ORIGINALITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR RESULTS TO BE DERIVED FROM THE USE OF ANY SERVICE PROVIDED UNDER THIS AGREEMENT.

Section 2.2 Limitation of Liability. If any Party shall be liable to the other for any matter relating to or arising in connection with this Agreement, whether based on an action or claim in contract, equity, negligence, intended conduct, tort or otherwise, in no event shall the

measure of damages include, nor shall any Party be liable for, any amounts for loss of income, profit or savings or indirect, incidental, consequential, or punitive damages of any Party or any third parties.

ARTICLE III

PAYMENTS TO SUPPLIER

Section 3.1 Compensation. An annual management fee (the “Management Fee”) equal to (a) $50,000 plus (b) $15,000 for each issuer of collateralized loan obligations (a “CLO Issuer”) in which Receiver holds securities during such annual period (and pro rated to the extent securities in such CLO Issuer are held by Receiver for any portion of the applicable annual period) shall be paid in four (4) installments each fiscal year, payable in advance on each of March 1, June 1, September 1, and December 1 of each such fiscal year during the term of this Agreement, with each such installment pro rated on a per diem basis for the number of calendar days in the period relating to such installment (i.e., that portion of the Management Fee payable on March 1 of each fiscal year shall relate to the period beginning on March 1 and ending on May 31 of each fiscal year, and that portion of the management fee payable on December 1 of each fiscal year shall relate to the period beginning on December 1 and ending on February 28 (or February 29) of the following fiscal year). On the date hereof, Receiver shall pay to Supplier the pro rated portion of the Management Fee for the period beginning on the Closing Date (as defined in the Merger Agreement) and ending on the last day of the calendar quarter that includes the Closing Date.

Section 3.2 Expenses. Receiver shall reimburse Supplier, quarterly in arrears, for the reasonable and documented out-of-pocket expenses incurred by Supplier during the term of this Agreement in connection with the performance by Supplier of the Services; provided, that no single expense shall exceed $5,000 and such expenses shall not in the aggregate exceed $10,000 in any year without the prior written authorization of Receiver. Supplier will deliver an invoice to Receiver for such expenses promptly following the completion of each quarter and Receiver shall pay such invoices within thirty (30) days after receipt of such invoice.

Section 3.3 Taxes. If Receiver is required by law to make any deduction or withholding of taxes imposed by the laws of any jurisdiction upon Supplier or upon the payments to be made by Receiver in connection with the provision of Services, Receiver shall promptly effect payment thereof to the relevant tax authorities, and also shall promptly provide Supplier with official tax receipts or other evidence issued by the applicable tax authorities sufficient to establish that the taxes have been paid. Where Receiver is required by law to withhold or deduct taxes, Receiver shall only be required to remit an amount net of any such withholding or deductions to Supplier.

ARTICLE IV

TERMINATION

Section 4.1 Termination by Mutual Consent. This Agreement may be terminated upon mutual written consent of the parties as of a date specified in such written consent.

Section 4.2 Termination of Agreement for Convenience. Receiver may terminate this Agreement upon thirty (30) days prior written notice to Supplier. Supplier may terminate this agreement on or after May 31, 2012 upon one hundred eighty (180) days prior written notice to Receiver.

Section 4.3 Termination for Cause. Except as provided by Section 4.5, if any Party materially or repeatedly defaults in the performance of any of its duties or obligations set forth in this Agreement, and such default is not substantially cured within sixty (60) days after written notice is given to the defaulting Party specifying the default, then the Party not in default may, by giving written notice thereof to the defaulting Party, terminate the provision of the Services relating to such default by that Party as of a date specified in such notice of termination.

Section 4.4 Termination for Insolvency or Bankruptcy. Such termination provided in Section 4.3 may be made by giving written notice to the affected Party in the event of: (i) the liquidation or insolvency of the affected Party; (ii) the appointment of a receiver or similar officer for the affected Party; (iii) an assignment by the affected Party for the benefit of all or substantially all of its creditors; (iv) entry by the affected Party into an agreement for the composition, extension, or readjustment of all or substantially all of its obligations; or (v) the filing of a meritorious petition in bankruptcy by or against the affected Party under any bankruptcy or debtors’ law for its relief or reorganization.

Section 4.5 Termination for Non-Payment. Supplier may terminate the provision of a Service if Receiver fails to pay when due any undisputed amounts due and such failure continues for a period of sixty (60) days after the last day payment is due, so long as Supplier gives Receiver written notice of the expiration date of the aforementioned sixty (60) day period at least thirty (30) days before such expiration date.

ARTICLE V

MISCELLANEOUS

Section 5.1 Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 5.2 Relationship of Parties. Supplier, in furnishing Services to Receiver hereunder, is acting only as an independent contractor and neither Supplier nor any of its employees shall be deemed or construed to be an employee, agent or legal representative of Receiver for any purpose whatsoever. Nothing set forth in this Agreement shall be construed to create the relationship of principal and agent between Supplier and Receiver. No Party shall act or attempt to act or represent itself, directly or by implication, as an agent of another Party or in any manner assume or create, or attempt to assume or create, an obligation on behalf of or in the name of, another Party. Unless provided otherwise in this Agreement or separately in writing, Supplier, through either its employees or agents, shall not be construed as possessing the power to legally bind Receiver (contractually or otherwise) and Supplier’s employees and agents shall not have the power to execute or sign any legally binding agreement on behalf of Receiver. This Agreement shall not be construed to create a partnership or joint venture between Supplier, Receiver, or the other Parties.

Section 5.3 Further Acts. Each Party shall do, or cause to be done, all such further acts and shall execute, acknowledge and deliver, or cause to be executed, acknowledged or delivered, any and all further documentation which the applicable Party may reasonably require in connection with the provision of the Services.

Section 5.4 Notices. All notices, demands and other communications pertaining to this Agreement (“Notices”) shall be in writing and addressed as follows:

If to the Company:

Deerfield Capital Corp.
6250 North River Road
Rosemont, IL 60018
Attention: Robert Contreras
Facsimile: (773) 380-1695
Email: rcontreras@DeerfieldCapital.com

with copies to:

Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
Attention: Simeon Gold, Esq.
Facsimile: (212) 310-8007
E-mail: simeon.gold@weil.com

If to Bounty:

c/o Columbus Nova
900 Third Avenue, 19th Floor
New York, NY 10022
Attention: Paul Lipari
Facsimile: (212) 308-6623
E-mail: plipari@columbusnova.com

with copies to:

Latham & Watkins LLP
885 Third Avenue
New York, NY 10022
Attention: James C. Gorton, Esq.
Facsimile: (212) 751-4864
E-mail: james.gorton@lw.com

Notices shall be deemed given (a) on the first (1^st) Business Day after being sent, prepaid, by nationally recognized overnight courier that issues a receipt or other confirmation of delivery,

(b) upon machine generated acknowledgement of receipt after transmittal by facsimile if so acknowledged to have been received before 5:00 p.m. on a Business Day at the location of receipt and otherwise on the next following Business Day or (c) when sent, if sent by electronic mail before 5:00 p.m. on a Business Day at the location of receipt and otherwise the next following Business Day. Any Party may change the address to which Notices under this Agreement are to be sent to it by giving written notice of a change of address in the manner provided in this Agreement for giving Notice.

Section 5.5 Remedies. All remedies set forth in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to a Party at law, in equity or otherwise, and may be enforced concurrently or from time to time.

Section 5.6 Governing Law. This Agreement will be governed by and construed and enforced in accordance with the internal laws of the State of New York without reference to any choice of law rules that would require the application of the laws of any other jurisdiction.

Section 5.7 Consent to Jurisdiction. Each Party to this Agreement, by its execution hereof, (a) hereby irrevocably consents and agrees that any action, suit or proceeding arising in connection with any disagreement, dispute, controversy or claim, in whole or in part, arising out of, related to, based upon or in connection with this Agreement or the subject matter hereof shall be brought only in the courts of the State Courts of the State of New York, New York County or the United States District Court located in the State of New York, New York County, (b) hereby waives to the extent not prohibited by applicable Law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by such court and (c) hereby agrees not to commence any such action other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action to any court other than one of the above-named courts whether on the grounds of forum non conveniens or otherwise. Each Party hereby (i) consents to service of process in any such action in any manner permitted by New York law, (ii) agrees that service of process made in accordance with clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 5.4 shall constitute good and valid service of process in any such action, and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such action any claim that service of process made in accordance with clause (i) or (ii) does not constitute good and valid service of process.

Section 5.8 Specific Performance. The Parties to this Agreement each acknowledge that each Party would not have an adequate remedy at law for money damages in the event that any of the covenants hereunder have not been performed in accordance with their terms, and therefore agree that each other Party hereto shall be entitled to specific enforcement of the terms hereof and any other equitable remedy to which such Party may be entitled. Each of the Parties hereby waives (i) any defenses in any action for specific performance, including the defense that

a remedy at law would be adequate and (ii) any requirement under any Law to post a bond or other security as a prerequisite to obtaining equitable relief.

Section 5.9 Binding Effect; Persons Benefiting; Assignment. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and permitted assigns. Nothing in this Agreement is intended or shall be construed to confer upon any Person other than the Parties hereto and their respective successors and permitted assigns any right, remedy or claim under or by reason of this Agreement or any part hereof. Without the prior written consent of each of the other Parties, this Agreement may not be assigned by any of the Parties and any purported assignment made without such consent shall be null and void.

Section 5.10 Counterparts. This Agreement may be executed in counterparts (including by facsimile or other electronic transmission), each of which shall be deemed an original and each of which shall constitute one and the same instrument.

Section 5.11 Entire Agreement. This Agreement, including any Schedules, any documents executed by the Parties simultaneously herewith or pursuant thereto constitute the entire understanding and agreement of the Parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings, written or oral, between the Parties with respect to such subject matter.

Section 5.12 Severability. If any provision of this Agreement, or the application thereof to any Person or circumstance, is invalid or unenforceable in any jurisdiction, (a) a substitute and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable in such jurisdiction, the intent and purpose of their invalid or unenforceable provision; and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability of such provision affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

Section 5.13 Amendments and Waivers. This Agreement, including any Schedules, may not be amended, altered or modified except by written instrument executed by each of the Parties hereto. The failure by any Party hereto to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision nor in any way to affect the validity of this Agreement or any part hereof or the right of such Party thereafter to enforce each and every such provision. No waiver of any breach of or non-compliance with this Agreement shall be held to be a waiver of any other or subsequent breach or non-compliance. Any waiver made by any Party hereto in connection with this Agreement shall not be valid unless agreed to in writing by such Party.

Section 5.14 Mutual Drafting; Interpretation. Each Party hereto has participated in the drafting of this Agreement, which each such Party acknowledges is the result of extensive negotiations between the Parties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision.

Section 5.15 Third Party Beneficiaries. Nothing herein expressed or implied is intended or shall be construed to confer upon or give to any Person, other than the Parties hereto and their respective permitted successors and assigns, any rights or remedies under or by reason of this Agreement, such third Persons specifically including employees or creditors of the Company.

[Remainder of Page Left Blank]

IN WITNESS WHEREOF, the Parties hereto have each caused this Management Agreement to be executed and delivered by its duly authorized representative as of the date first written above.


DEERFIELD CAPITAL CORP.
By:	/s/ Jonathan W. Trutter
	Name:	Jonathan W. Trutter
	Title:	Chief Executive Officer

BOUNTY INVESTMENTS, LLC
By:	/s/ Andrew Intrater
	Name:	Andrew Intrater
	Title:	Chief Executive Officer

Signature Page to Bounty Management Agreement

SCHEDULE A

SERVICES

The following shall constitute the Services:

	•		Maintenance of separate books and records of Receiver on an income tax basis, including the establishment of a general ledger and periodic journal entries to update Receiver’s accounts

	•		Support the annual audit of Receiver by providing information to the relevant auditors retained by Receiver in response to audit requests or otherwise

	•		Prepare financial statements on an income tax basis, including unaudited quarterly statements and audited annual reports and notes to the financial statements

	•		Provide account information and all other requested documentation in support of the annual K1 preparation process

	•		Act as representative of Receiver in dealings with Receiver’s external auditor, tax and legal advisors, and bankers; provided that Receiver shall be responsible for retaining any such parties

	•		Respond to Receiver’s reasonable inquiries for financial metrics with respect to the CLO securities held by Receiver, including, without limitation, comparative pricing and forecasts

Notwithstanding the foregoing, all receipts and disbursements of funds will continue to be the responsibility of the Receiver.

EX-99.9 4 w82421exv99w9.htm EX-99.9 exv99w9

Exhibit 9

ASSIGNMENT AND CONTRIBUTION AGREEMENT

THIS ASSIGNMENT AND CONTRIBUTION AGREEMENT, dated as of April 13, 2011 (this “Agreement”), is made and entered into by and among Bounty Investments, LLC, a Delaware limited liability company (“Bounty”), DFR Holdings, LLC, a Delaware limited liability company (“Bounty Sub”), Deerfield Capital Corp., a Maryland corporation (the “Company”) and Commercial Industrial Finance Corp, a Delaware corporation (“CIFC”). Bounty, Bounty Sub, the Company and CIFC shall each be referred to individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, pursuant to that certain Acquisition and Investment Agreement, dated as of March 22, 2010 (the “Share Acquisition Agreement”), by and among the Company, Bounty and Columbus Nova Credit Investments Management, LLC, a Delaware limited liability company (the “Manager”), Bounty received shares of common stock of the Company (the “Shares”) in exchange for all of the issued and outstanding equity interests of the Manager (the “Share Purchase”);

WHEREAS, pursuant to that certain Senior Subordinated Convertible Notes Agreement, dated as of March 22, 2010 (the “Note Acquisition Agreement”), by and among the Company, Bounty and certain additional investors, Bounty purchased an aggregate principal amount of US$25,000,000 of the Company’s Senior Subordinated Convertible Notes (the “Notes”, and together with the Shares, the “Securities”) convertible into shares of Common Stock, $0.001 par value per share (the “Note Purchase”, and together with the Share Purchase, the “Securities Purchase Transaction”);

WHEREAS, in connection with the Securities Purchase Transaction, Bounty later entered into a Registration Rights Agreement, dated as of June 9, 2010, between the Company and Bounty (the “Registration Rights Agreement”) and a Stockholders Agreement, dated as of June 9, 2010, between the Company and Bounty (the “Stockholders Agreement”);

WHEREAS, in connection with an Agreement and Plan of Merger, dated December 21, 2010 (the “Merger Agreement”) among the Company, Bulls I Acquisition Corporation, a Delaware corporation, Bulls Acquisition LLC, a Delaware limited liability company, CIFC and CIFC Parent Holdings LLC, a Delaware limited liability company (“CIFC Parent”), Bounty entered into a Voting Agreement, dated as of December 21, 2010, between Bounty and CIFC (the “Voting Agreement”), and will enter into an Amended and Restated Registration Rights Agreement, among the Company, Bounty and CIFC Parent, which will amend and restate the Registration Rights Agreement (the “New Registration Rights Agreement”) and an Amended and Restated Stockholders Agreement, among the Company, Bounty and CIFC Parent, which will amend and restate the Stockholders Agreement (the “New Stockholders Agreement”, and together with the Share Acquisition Agreement, the Note, the Note Acquisition Agreement, the Voting Agreement, the Registration Rights Agreement and the New Registration Rights Agreement, the “Bounty Documents”);

WHEREAS, Bounty Sub is a subsidiary and controlled affiliate of Bounty; and

WHEREAS, Bounty wishes to contribute the Securities and assign the Bounty Documents to Bounty Sub.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual agreements contained in this Agreement, and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I
CONTRIBUTION AND ASSIGNMENT

Section 1.01 Contribution and Assignment by Bounty. Bounty hereby transfers, assigns, sets over and otherwise conveys to Bounty Sub all of Bounty’s right, title, interest and obligations in and to the Securities as a capital contribution (the “Contribution”) and any and all rights, title, interest and obligations of Bounty pursuant to and under the Bounty Documents; provided, however, that Bounty shall remain responsible for all obligations of Bounty under the Bounty Documents with respect to the period on or prior to the contribution and assignment of the Securities and Bounty Documents pursuant to this Agreement.

Section 1.02 Acceptance by Bounty Sub. Bounty Sub hereby acknowledges and accepts all of Bounty’s right, title and interest and obligations in and to the Securities and any and all rights, title, interest and obligations of Bounty pursuant to and under the Bounty Documents.

Section 1.03 Voting Agreement. Pursuant to Section 5.8 of the Voting Agreement, CIFC hereby acknowledges and consents to the assignment of the Voting Agreement from Bounty to Bounty Sub; provided, however, that Bounty shall remain responsible for all obligations of Bounty under the Voting Agreement until the Effective Time (as defined in the Merger Agreement).

Section 1.04 Bounty Documents. All definitions and references to Bounty or Significant Parent Stockholder in the Merger Agreement or any of the exhibits thereto shall be deemed to include Bounty Sub, and Bounty Sub shall replace Bounty in all final executed versions of New Registration Rights Agreement and New Stockholders Agreement to be entered into in connection with the Closing of the Merger pursuant to the Merger Agreement.

Section 1.05 Bounty Consent. Pursuant to Section 5.12 of the Stockholder Agreement and Section 8(e) of the Registration Rights Agreement, Bounty hereby consents to (i) the amendment to the Stockholder Agreement in the form of the New Stockholder Agreement and (ii) the amendment to the Registration Rights Agreement in the form of the New Registration Rights Agreement.

Section 1.06 Wavier of Opinion. The Company hereby provides its written consent to the transfer of the Notes as part of the Contribution without the delivery an opinion of counsel with respect to such transfer.

ARTICLE II
MISCELLANEOUS

Section 2.01 Further Assurances. Each of the Parties agrees to execute all documents and take all such further actions necessary to evidence the contribution and acceptance of the Securities as may be reasonably requested by the other Party.

Section 2.02. Governing Law; Venue; Waiver of Trial by Jury. This Agreement shall be governed by and construed, enforced and performed in accordance with the laws of the State of New York, without giving effect to any choice or conflict-of-law provision or rule (whether of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than New York. Each of the Parties consents to the exclusive jurisdiction and venue of any state or federal court within New York, New York for adjudication of any suit, claim, action or other proceeding at law or in equity relating to this Agreement, or to any transaction contemplated hereby. Each of the Parties accepts, generally and unconditionally, the exclusive jurisdiction and venue of the aforesaid courts and waives any objection as to venue, and any defense of forum non conveniens. Each of the Parties waives its respective right to any jury trial with respect to any litigation arising under or in connection with this Agreement.

Section 2.03. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon, or give to, any person other than the Parties and their successors and permitted assigns any remedy or claim under or by reason of this Agreement or any of the agreements, terms, covenants or conditions hereof and all the agreements, terms, covenants and conditions contained in this Agreement shall be for the sole and exclusive benefit of the Parties and their successors and permitted assigns.

Section 2.04. Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns.

Section 2.05. Amendments. This Agreement may be amended or modified only by a written instrument executed by the Parties.

Section 2.06. Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 2.07. Counterparts. This Agreement may be executed in any number of multiple counterparts, each of which shall be deemed to be an original copy and all of which shall constitute one agreement, binding on the Parties. Delivery of an executed counterpart of a signature page to this Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 2.08. Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed as of the date hereof.


BOUNTY INVESTMENTS, LLC
By:	/s/ Andrew Intrater
	Name:	Andrew Intrater
	Title:	Chief Executive Officer

DFR HOLDINGS, LLC
By:	/s/ Andrew Intrater
	Name:	Andrew Intrater
	Title:	Chief Executive Officer

COMMERCIAL INDUSTRIAL FINANCE CORP.
By:	/s/ Peter Gleysteen
	Name:	Peter Gleysteen
	Title:	Chief Executive Officer

DEERFIELD CAPITAL CORP.
By:	/s/ Robert Contreras
	Name:	Robert Contreras
	Title:	Senior Vice President, Secretary and General Counsel

CONTRIBUTION AGREEMENT