ZAIS GROUP HOLDINGS, INC. (NASDAQ:ZAIS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
On January 5, 2018, the Company announced the appointment of Daniel Curry as President of ZAIS Group, LLC and President and Chief Executive Officer of the Company. Mr. Curry was also elected to the Board of Directors of the Company.
Mr. Curry, age 58, previously served as President, Chief Executive Officer and director of DBRS Group, a credit rating agency. Prior to his service with DBRS Group, Mr. Curry served as a Managing Director at Moody’s on the Corporate Ratings team.
As disclosed in the December 18, 2017 amendment to the Schedule 13D filed jointly by Christian Zugel, Z Acquisition LLC, the Zugel Family Trust and Sonia Zugel, Mr. Curry is a member in Z Acquisition LLC, the entity formed by Christian Zugel for purposes of his offer to take the Company private. Mr. Curry owns 40% of Z Acquisition LLC and has contributed approximately $400,000 to it. Christian Zugel, as managing member of Z Acquisition LLC, may call additional capital on a pro rata basis from Mr. Curry to satisfy Mr. Zugel’s payment obligations under that certain Share Purchase Agreement that Mr. Zugel entered into with Ramguard LLC (an entity owned and controlled by Neil Ramsey) and Z Acquisition LLC’s obligations under that certain Promissory Note to Ramguard LLC. In addition, the Zugel acquisition group disclosed that Christian Zugel and Mr. Curry have agreed in principle that, if an agreement is reached with the Company with respect to a take private transaction, in connection with such take private transaction, Z Acquisition LLC will contribute approximately $11,100,000 to ZGP in order to provide a portion of the funds required to consummate the take private transaction, of which Mr. Curry will fund 40%. It is anticipated that the amount to be contributed to ZGP in order to provide a portion of the funds required to consummate the take private transaction will likely increase to approximately $12,700,000.
Discussions between the Special Committee of the Board of Directors of the Company and Christian Zugel regarding the take private proposal that he and Z Acquisition LLC made to the Company are continuing. There is no assurance that an agreement to take the Company private will be reached.
The Company believes that Dan Curry would benefit the Company’s Board of Directors because of his extensive experience in structured credit markets, business leadership experience and knowledge of financial markets.
In connection with his appointment, ZAIS Group provided Mr. Curry with an offer letter that provides for an annual base salary of $400,000 and customary health, welfare and vacation benefits.
|Item 9.01.||Financial Statements and Exhibits.|
|99.1||Press Release dated January 5, 2018|
ZAIS Group Holdings, Inc. ExhibitEX-99.1 2 tv482760_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 PRESS RELEASE CONTACT: ZAIS Investor Relations 732-450-7440 ZAIS GROUP HOLDINGS,…To view the full exhibit click