ZAIS Financial Corp. Announces Pricing of Initial Public Offering of 5,650,000 Shares of Common Stock

RED BANK, N.J., Feb. 8, 2013 /PRNewswire/ -- ZAIS Financial Corp. (NYSE: ZFC) ("ZAIS Financial" or the "Company") announced today the pricing of its initial public offering of 5,650,000 shares of common stock at a price to the public of $21.25 per share, for gross proceeds to the Company of $120.1 million.  ZAIS Financial has also granted the underwriters a 30-day option to purchase up to an additional 847,500 shares of common stock to cover overallotments, if any. 

Shares of ZAIS Financial's common stock are expected to begin trading today on the New York Stock Exchange under the ticker symbol "ZFC."  The Company expects to close the initial public offering on or about February 13, 2013, subject to the satisfaction of customary closing conditions.  The Company plans to use the net proceeds from the initial public offering, together with additional borrowings, to purchase its target assets.

Deutsche Bank Securities Inc., Citigroup Global Markets Inc., Barclays Capital Inc. and Credit Suisse Securities (USA) LLC are the joint book runners for the offering.  Stifel, Nicolaus & Company, Incorporated is acting as lead manager, and Oppenheimer & Co. and Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg Thalmann Financial Services Inc., are acting as co-managers. 

A registration statement relating to the offered shares of common stock has been filed with and declared effective by the Securities and Exchange Commission ("SEC").

The initial public offering is being made only by means of a prospectus.  Copies of the prospectus for the proposed offering may be obtained by contacting: Deutsche Bank Securities Inc., Attention: Prospectus Group, 60 Wall Street, New York, NY 10005-2836, Telephone: (800) 503-4611, or by emailing [email protected]; Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Telephone: (800) 831-9146, or by emailing [email protected]; Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY, 11717, Telephone: (888) 603-5847, or by emailing [email protected]; or Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, One Madison Avenue, New York, NY, 10010, Telephone: (800) 221-1037, or by emailing [email protected].

This press release shall not constitute an offer to sell, or a solicitation of an offer to buy, nor shall there be any sale of the Company's shares of common stock in any State or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such State or jurisdiction. 

About ZAIS Financial Corp.

ZAIS Financial Corp. is a Maryland corporation that has elected to be taxed as a real estate investment trust for U.S. federal income tax purposes, commencing with its taxable year ended December 31, 2011.  The Company invests in, finances and manages a diversified portfolio of residential mortgage assets, other real estate-related securities and financial assets.  The Company is externally managed and advised by ZAIS REIT Management, LLC, a subsidiary of ZAIS Group, LLC. 

This press release contains statements that constitute "forward-looking statements," including with regard to the closing of the Company's initial public offering and the anticipated use of net proceeds therefrom. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds from the offering will be used as indicated. Completion of the offering on the terms described, and the application of net proceeds from the offering, are subject to numerous conditions, many of which are beyond the control of the Company, including, without limitation, availability of suitable investment opportunities; changes in interest rates; changes in the yield curve; changes in prepayment rates; the availability and terms of financing; general economic conditions; market conditions; conditions in the market for mortgage-related investments; legislative and regulatory changes that could adversely affect the business of the Company; and other factors, including those set forth in the Risk Factors section of the Company's registration statement and preliminary prospectus for the Company's initial public offering filed with the SEC, copies of which are available on the SEC's website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

SOURCE ZAIS Financial Corp.