1
|
NAME OF REPORTING PERSON
ALMITAS OPPORTUNITY FUND LP
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||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
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||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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¨
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|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
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SOLE VOTING POWER
603,089*
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
603,089*
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||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
603,089*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
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||
14
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TYPE OF REPORTING PERSON
PN
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1
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NAME OF REPORTING PERSON
ALMITAS CAPITAL LLC
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||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
AF
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||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
603,089*
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
603,089*
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
603,089*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
|
||
14
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TYPE OF REPORTING PERSON
IA, OO
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1
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NAME OF REPORTING PERSON
RONALD MASS
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||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
603,089*
|
|
8
|
SHARED VOTING POWER
- 0 -
|
||
9
|
SOLE DISPOSITIVE POWER
603,089*
|
||
10
|
SHARED DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
603,089*
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
o
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
|
||
14
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TYPE OF REPORTING PERSON
IN
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Item 1.
|
Security and Issuer.
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Item 2.
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Identity and Background.
|
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(i)
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Almitas Opportunity Fund LP, a Delaware limited partnership (“Almitas Opportunity”), with respect to the Shares directly and beneficially owned by it;
|
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(ii)
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Almitas Capital LLC (“Almitas Capital”), as the general partner of Almitas Opportunity; and
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|
(iii)
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Ronald Mass, as the Managing Principal of Almitas Capital.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 4.
|
Purpose of Transaction.
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Item 5.
|
Interest in Securities of the Issuer.
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A.
|
Almitas Opportunity
|
|
(a)
|
As of the close of business on June 23, 2016, Almitas Opportunity beneficially owned 603,089 Shares, including 217,241 Shares underlying the Notes.
|
|
(b)
|
1. Sole power to vote or direct vote: 603,089
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 603,089
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
The transactions in the Shares by Almitas Opportunity during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
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B.
|
Almitas Capital
|
|
(a)
|
Almitas Capital, as the general partner of Almitas Opportunity, may be deemed the beneficial owner of the 603,089 Shares owned by Almitas Opportunity.
|
|
(b)
|
1. Sole power to vote or direct vote: 603,089
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 603,089
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Almitas Capital has not entered into any transactions in the Shares during the past sixty days.
|
C.
|
Mr. Mass
|
|
(a)
|
Mr. Mass, as the Managing Principal of Almitas Capital, may be deemed the beneficial owner of the 603,089 Shares owned by Almitas Opportunity.
|
|
(b)
|
1. Sole power to vote or direct vote: 603,089
|
|
2. Shared power to vote or direct vote: 0
|
|
3. Sole power to dispose or direct the disposition: 603,089
|
|
4. Shared power to dispose or direct the disposition: 0
|
|
(c)
|
Mr. Mass has not entered into any transactions in the Shares during the past sixty days.
|
|
(d)
|
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
|
|
(e)
|
Not applicable.
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Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Item 7.
|
Material to be Filed as Exhibits.
|
|
99.1
|
Joint Filing Agreement by and among Almitas Opportunity Fund LP, Almitas Capital LLC, and Ronald Mass, dated June 23, 2016.
|
|
99.2
|
Letter to the Board of Directors, dated June 23, 2016.
|
Almitas Opportunity Fund LP
|
|||
By:
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Almitas Capital LLC
|
||
General Partner
|
|||
By:
|
/s/ Ronald Mass
|
||
Name:
|
Ronald Mass
|
||
Title:
|
Managing Principal
|
Almitas Capital LLC
|
|||
By:
|
/s/ Ronald Mass
|
||
Name:
|
Ronald Mass
|
||
Title:
|
Managing Principal
|
/s/ Ronald Mass
|
|
Ronald Mass
|
Shares of Common Stock
Purchased/(Sold)
|
Price Per
Share($)
|
Date of
Purchase
|
54,310*
|
--
|
04/26/2016
|
(34,218)
|
14.1465
|
06/02/2016
|
800
|
14.1063
|
06/02/2016
|
1,130
|
14.1800
|
06/03/2016
|
2,426
|
14.1720
|
06/06/2016
|
Almitas Opportunity Fund LP
|
|||
By:
|
Almitas Capital LLC
|
||
General Partner
|
|||
By:
|
/s/ Ronald Mass
|
||
Name:
|
Ronald Mass
|
||
Title:
|
Managing Principal
|
Almitas Capital LLC
|
|||
By:
|
/s/ Ronald Mass
|
||
Name:
|
Ronald Mass
|
||
Title:
|
Managing Principal
|
/s/ Ronald Mass
|
|
Ronald Mass
|
|
1.
|
The assumption in the S-4 filing and Investor Presentation that the new entity Sutherland will trade at book value is based upon overly optimistic and unrealistic assumptions. Recent block trades and offerings of Sutherland stock, the Bank of America Merrill Lynch fairness opinion in the proxy statement, the prior failed IPO of Sutherland, and feedback from well-respected Wall Street REIT analysts all support our view that the new entity will trade substantially below ZFC’s assumptions and likely below the current ZFC share price.3
|
|
2.
|
ZAIS management has not adequately considered other strategic alternatives which would result in greater value and more certainty for shareholders. With over $12 per share in cash and liquid securities at ZFC and more than $4 in cash value of Mortgage Servicing Rights (“MSR”) at GMFS, a wholly-owned mortgage-originating subsidiary, we calculate $16 of distributable cash is available at present to ZFC shareholders.4
|
|
3.
|
ZAIS Board and management are conflicted in recommending the merger as the management company stands to benefit at shareholder’s expense. ZAIS management stands to earn a large termination fee of $8 million, or 7% of ZFC’s current market value. Should the REIT have its assets liquidated, investors will earn higher proceeds, but ZAIS management would likely earn a lower termination fee. Considering that ZFC shareholders have lost 6% on their investment since inception while the overall Mortgage REIT market has improved over 5% and the stock and bond markets have performed even better, I question the merit of this fee.5
|
|
4.
|
ZFC is effectively being merged into a REIT three times its size with the surviving entity, Sutherland, having a completely different investment strategy and new investment manager. This transaction has been cleverly structured so as not to require ZFC shareholder approval and shareholders are instead being asked to increase the number of shares outstanding. This method requires a much lower threshold to pass, yet is of material importance to current shareholders. Shareholders should have a voice in approving such significant changes or an opportunity to redeem their investment close to book value. If put to a vote, we question whether this transaction would be approved by ZFC’s shareholders.6
|
|
5.
|
The mortgage litigation risk Sutherland is inheriting from GMFS will likely cause Sutherland to trade at a greater discount to book value. ZFC’s difficulty in attracting bids was due in large part to bidders’ concerns about litigation risk facing GMFS. Waterfall Asset Management (“Waterfall”), Sutherland’s parent, sold GMFS to ZFC in late 2014 and is now buying GMFS back, inheriting this $1 billion in potential litigation risk. As the overhang from litigation risk negatively impacted ZFC, there is every reason to expect that it will adversely impact Sutherland.7
|
|
6.
|
The new manager is proposing to significantly increase management fees by adding an incentive fee whereby management will receive 15% of the annual return in excess of 8%. The new entity will have one of the highest management fees among Mortgage Reits with the exception of some of the best known and respected Commercial Mortgage Reits. With Sutherland’s new 3-year management agreement and a 3 times management termination fee in the new advisory agreement, Sutherland is all but assured six years of high management fees. As Mortgage Reits with incentive fees and high expense ratios tend to trade at larger discounts due to lack of institutional sponsorship, the increase in management fees will likely cause Sutherland to trade at a larger discount, further eroding shareholder value.8
|
|
7.
|
ZFC expects shareholders to incur over $6 million in merger related costs, greater than 5% of the ZFC market capitalization. By liquidating assets, ZFC could avoid incurring this large cost.
|