On April 7, 2016, Alston & Bird client ZAIS Financial Corp. (NYSE: ZFC), a real estate investment trust (REIT) that focuses on residential mortgage assets, other real estate-related securities and financial assets, announced that it had entered into a definitive merger agreement to combine with Sutherland Asset Management Corp., a privately held REIT that focuses on small-balance commercial loans. Structured as a reverse merger, the resulting company will operate under the Sutherland name, and its shares will continue to be listed on the New York Stock Exchange under the new ticker symbol “SLD.”
In the merger, ZFC will issue its stock and operating partnership units to current Sutherland stockholders and holders of operating partnership units, respectively, following a $64 million pre-closing cash self-tender offer by ZFC to its stockholders. The merger, which is expected to be completed in the third quarter of 2016, is subject to the approval of the respective stockholders of ZFC and Sutherland and the satisfaction of other customary conditions.
ZFC is represented by an Alston & Bird team led by partner David E. Brown, assisted by partner Justin Howard, senior associates Rebecca Valentino and Julie Mediamolle, associates Kelly Payne and Valerie Delp (Corporate & Business Transactions) and partner Jim Croker (Federal & International Tax).