UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported) January 2, 2015
HF2 FINANCIAL MANAGEMENT INC.
(Exact Name of Registrant as Specified
in its Charter)
Delaware |
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001-35848 |
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46-1314400 |
(State or other Jurisdiction of |
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(Commission File Number) |
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(IRS Employer |
Incorporation) |
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Identification No.) |
999 18th Street, Suite 3000, Denver, Colorado |
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80202 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number,
including area code (303) 498-9737
Not Applicable
(Former name, former address and former
fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
| ¨ | Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425) |
| x | Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 3.01. Notice of Delisting or
Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On January 2, 2015, HF2 Financial
Management Inc. (the “Company”) received notice from The NASDAQ Stock Market (“NASDAQ”) that NASDAQ has
concluded that the Company has not complied with NASDAQ Listing Rules 5620(a) and 5620(b) for the fiscal year ended December 31,
2013 and has determined to initiate procedures to delist the Company’s Class A common stock, par value $0.0001 per share
(“Class A Common Stock”) from NASDAQ. NASDAQ Listing Rule 5620(a) requires each company to hold an annual meeting of
shareholders no later than one year after the end of the company’s fiscal year-end. NASDAQ Listing Rule 5620(b) requires
each company to solicit proxies and provide proxy statements for all meetings of shareholders and provide copies of such proxy
solicitation to NASDAQ. A subsequent notice from NASDAQ received by the Company on January 5, 2015 stated that the Company’s
failure to comply with NASDAQ Listing Rule 5550(a)(3) serves as an additional basis for delisting.
This failure to comply with NASDAQ Listing Rule 5550(a)(3) was previously disclosed in a Current Report on Form 8-K filed with
the Securities and Exchange Commission (the “SEC”) on September 9, 2014. Nasdaq Listing Rule 5550(a)(3) requires listed
companies to maintain at least 300 “public holders,” which includes beneficial holders and holders of record, but does
not include any holder who is, either directly or indirectly, an executive officer, director, or the beneficial holder of more
than 10% of the total shares outstanding. On October 17, 2014, the Company submitted a plan to regain compliance with NASDAQ Listing
Rule 5550(a)(3). The plan was accepted by NASDAQ, and NASDAQ granted the Company an extension until March 4, 2015 to complete the
business combination described in Item 8.01 below, demonstrate compliance with all initial listing requirements and regain compliance
with Listing Rule 5550(a)(3).
The notice received from NASDAQ does not immediately result
in the delisting of the Company’s Class A Common Stock, from the NASDAQ Capital Market. Under NASDAQ rules, the Company may
request a hearing to appeal NASDAQ’s determination to a Hearings Panel (the “Panel”). The Company intends to
submit a hearing request to NASDAQ on or before January 9, 2015, which is the deadline for submitting such a request. The failure
to comply with NASDAQ Listing Rules 5620(a), 5620(b) and 5550(a)(3) will be addressed in the Company’s appeal. Submission
of the request for a hearing will stay the suspension of the trading of the Company’s Class A Common Stock in the period
before the Panel renders a decision, and the Company’s Class A Common Stock will continue to trade on The Nasdaq Capital
Market in that period. There can be no assurance the Company’s appeal will be successful or the Company will be able to maintain
its listing on the NASDAQ Capital Market.
Item 8.01 Other Events.
As previously reported by the Company on
a Current Report on Form 8-K filed with the SEC on September 17, 2014, the Company entered into an Investment Agreement (the “Investment
Agreement”), dated as of September 16, 2014, by and among the Company, ZAIS Group Parent, LLC (“ZAIS”) and the
members of ZAIS. Pursuant to the terms of the Investment Agreement, the Company will contribute cash to ZAIS in exchange for newly
issued Class A Units of ZAIS, which is referred to herein as the “Business Combination.”
On January 8, 2015, the Company issued a press release announcing
that it anticipates mailing proxy statements for its special meeting of stockholders in the last week of January 2015, to stockholders
of record as of January 26, 2015, and holding its special meeting of stockholders to approve the Business Combination and other
proposals on February 19, 2015. The press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by
reference.
Item 9.01. Financial Statements and
Exhibits
(d) Exhibits.
Exhibit No. |
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Description |
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99.1 |
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Press Release, dated January 8, 2015. |
Additional Information About the
Transaction and Where to Find It
The Company filed a preliminary proxy statement
on Schedule 14A, and amendments thereto, with the SEC and intends to file with the SEC a definitive proxy statement on Schedule
14A in connection with the stockholder vote on the proposed Business Combination. STOCKHOLDERS OF THE COMPANY AND OTHER INTERESTED
PERSONS ARE ADVISED TO READ THE COMPANY’S PRELIMINARY PROXY STATEMENT AND, WHEN AVAILABLE, THE COMPANY’S DEFINITIVE
PROXY STATEMENT IN CONNECTION WITH THE SOLICITATION OF PROXIES FOR THE SPECIAL MEETING TO APPROVE THE BUSINESS COMBINATION BECAUSE
THIS PROXY STATEMENT WILL CONTAIN IMPORTANT INFORMATION. The definitive proxy statement will be mailed to stockholders as of a
record date to be established for voting on the Business Combination. Stockholders also will be able to obtain a copy of the preliminary
proxy statement and definitive proxy statement once available, and other relevant documents, without charge, at the SEC’s
Internet site http://www.sec.gov or by contacting the Company’s secretary at HF2 Financial Management Inc., 999 18th Street,
Suite 3000, Denver, Colorado 80202. As a result of the review by the SEC of the proxy statement, the Company may be required to
make changes to its description of ZAIS or other financial or statistical information contained in the proxy statement.
Participants in Solicitation
The Company and its directors and officers
and EarlyBirdCapital, Inc. (“EBC”) and Sandler O’Neill & Partners, L.P. (“SOP”), the underwriters
of the Company’s initial public offering, may be deemed participants in the solicitation of proxies to the Company’s
stockholders with respect to the proposed transaction. A list of the names of the Company’s directors and officers and a
description of their interests in the Company is contained in the Company’s Annual Report on Form 10-K, which was filed with
the SEC on March 31, 2014, and will also be contained in the definitive proxy statement for the Business Combination when available.
EBC’s and SOP’s interests in the Company is contained in the Company’s Annual Report on Form 10-K, which was
filed with the SEC on March 31, 2014, and the Merger and Acquisition Agreement by and among the Company, EBC and SOP, which is
an exhibit to such report, and will also be contained in the definitive proxy statement for the proposed Business Combination when
available. Information about ZAIS and its officers and directors will also be included in the definitive proxy statement for the
Business Combination.
Forward Looking Statements
This Current Report on Form 8-K, and other
statements that the Company may make, contains forward-looking statements within the meaning of the Private Securities Litigation
Reform Act, including, for example, statements about (1) the ability to complete and the benefits of the Business Combination;
and (2) the Company’s future financial or business performance, strategies and expectations. Forward-looking statements are
typically identified by words or phrases such as “trend,” “potential,” “opportunity,” “pipeline,”
“believe,” “comfortable,” “expect,” “anticipate,” “current,” “intention,”
“estimate,” “position,” “assume,” “outlook,” “continue,” “remain,”
“maintain,” “sustain,” “seek,” “achieve,” and similar expressions, or future or
conditional verbs such as “will,” “would,” “should,” “could,” “may”
and similar expressions.
The Company cautions that forward-looking
statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak
only as of the date they are made, and the Company assumes no duty to and does not undertake to update forward-looking statements.
Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially
from historical performance.
In
addition to factors previously disclosed in the Company’s filings with the SEC, the following factors, among others, could
cause actual results to differ materially from forward-looking statements or historical performance: (1) the inability of the Company
to consummate the Business Combination and realize the benefits of such transaction, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage growth profitably, and retain its management and key employees;
(2) the occurrence of any event, change or other circumstances that could give rise to the termination of the Investment Agreement;
(3) the outcome of any legal proceedings that may be instituted against the Company, ZAIS or others following announcement of the
Business Combination; (4) the inability to meet Nasdaq’s listing standards and
to continue to be listed on The NASDAQ Stock Market; (5) the risk that the proposed transaction disrupts current plans and operations
of the Company or ZAIS as a result of the announcement and consummation of the transactions described herein; (6) costs related
to the proposed transaction; (7) changes in political, economic or industry conditions, the interest rate environment or financial
and capital markets, which could result in changes in demand for products or services or in the value of assets under management;
(8) the relative and absolute investment performance of advised or sponsored investment products; (9) the impact of capital improvement
projects; (10) the impact of future acquisitions or divestitures; (11) the unfavorable resolution of legal proceedings; (12) the
extent and timing of any share repurchases; (13) the impact, extent and timing of technological changes and the adequacy of intellectual
property protection; (14) the impact of legislative and regulatory actions and reforms and regulatory, supervisory or enforcement
actions of government agencies relating to the Company; (15) terrorist activities and international hostilities, which may adversely
affect the general economy, financial and capital markets, specific industries, and the Company; (16) the ability to attract and
retain highly talented professionals; and (17) the impact of changes to tax legislation and, generally, the tax position of the
Company.
The Company’s filings with the SEC,
accessible on the SEC’s website at http://www.sec.gov, discuss, and the Company’s definitive proxy statement in connection
with the stockholder vote on the Business Combination will discuss, these factors in more detail and identify additional factors
that can affect forward-looking statements.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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HF2 Financial Management Inc. |
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Date: January 8, 2015 |
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By: |
/s/ R. Bradley Forth |
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R. Bradley Forth |
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Executive Vice President and Chief Financial Officer |
Exhibit Index
Exhibit No. |
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Description |
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99.1 |
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Press Release, dated January 8, 2015. |
Exhibit 99.1
For Immediate Release
HF2
FINANCIAL MANAGEMENT INC.
announces
anticipated timing of Special meeting of stockholders
Denver, Colorado, January 8, 2015
– HF2 Financial Management Inc. (“HF2”) (NASDAQ: HTWO), a special purpose acquisition company, previously announced
on September 17, 2014 that it had entered into a definitive agreement with ZAIS Group Parent, LLC (“ZAIS”), the sole
member of ZAIS Group, LLC, with respect to the acquisition of a majority interest in ZAIS (the “Business Combination”).
HF2 announced today that it currently anticipates mailing proxy statements for its upcoming special meeting of stockholders in
the last week of January 2015, to stockholders of record as of January 26, 2015, and holding its special meeting of stockholders
to approve the Business Combination and other proposals on February 19, 2015.
About ZAIS
Founded by Christian Zugel in 1997, ZAIS
Group, LLC is an investment management company focusing on investments in structured credit strategies with approximately $4.7
billion of assets under management as of September 30, 2014. Based in Red Bank, NJ with operations in London and Shanghai, the
Company employs over 120 professionals across investment management, client relations, information technology, analytics, law,
compliance, risk management and operations.
About HF2
HF2 Financial Management Inc. (NASDAQ:
HTWO) was formed on October 5, 2012 for the purpose of acquiring one or more businesses in the financial services industry. HF2’s
registration statement for its initial public offering was declared effective on March 21, 2013, and the offering closed on March
27, 2013, generating net proceeds of approximately $185.9 million from the sale of 19.2 million Class A Shares, including full
exercise of the underwriters’ over-allotment option and Class A Shares purchased by HF2’s founders in a concurrent
private placement. As of September 30, 2014, HF2 held approximately $184.8 million in a trust account maintained by an independent
trustee, which will be released upon the consummation of the business combination.
Company Contacts: |
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Bruce Cameron |
Mike Szymanski |
Chairman and Chief Executive Officer |
President |
HF2 Financial Management Inc. |
ZAIS Group, LLC |
Tel: 212-207-1000 |
Tel: 732-212-2386 |
bcameron@hf2financial.com |
mszymanski@zaisgroup.com |
Media Contact:
Doug Donsky
FTI Strategic Communications
Tel: 212-850-5740
Doug.donsky@fticonsulting.com
Forward Looking Statements
This press release, and other statements
that HF2 may make, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act, including,
for example, statements about (1) the ability to complete and the benefits of the Business Combination; and (2) HF2’s and
ZAIS’s future financial or business performance, strategies, growth initiatives and expectations. Forward-looking statements
are typically identified by words or phrases such as “trend,” “potential,” “opportunity,” “pipeline,”
“believe,” “comfortable,” “expect,” “anticipate,” “current,” “intention,”
“estimate,” “position,” “assume,” “outlook,” “continue,” “remain,”
“maintain,” “sustain,” “seek,” “achieve,” and similar expressions, or future or
conditional verbs such as “will,” “would,” “should,” “could,” “may”
and similar expressions.
HF2 cautions that forward-looking statements
are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as
of the date they are made, and HF2 assumes no duty to and does not undertake to update forward-looking statements. Actual results
could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical
performance.
In addition
to factors previously disclosed in HF2’s filings with the SEC, the following factors, among others, could cause actual results
to differ materially from forward-looking statements or historical performance: (1) the inability
of HF2 to consummate the Business Combination with ZAIS and realize the benefits of such transaction, which may be affected by,
among other things, competition, the ability of the combined company to grow and manage growth profitably, and retain its management
and key employees; (2) the occurrence of any event, change or other circumstances that could
give rise to the termination of the definitive agreement between HF2 and ZAIS for the Business Combination; (3) the outcome of
any legal proceedings that may be instituted against HF2, ZAIS or others following announcement of the Business Combination; (4)
the inability to meet Nasdaq’s listing standards and to continue to be listed on The
NASDAQ Stock Market; (5) the risk that the Business Combination disrupts current plans and operations of HF2 or ZAIS as a result
of the announcement and consummation of the transactions described herein; (6) costs related to the Business Combination; (7) changes
in political, economic or industry conditions, the interest rate environment or financial and capital markets, which could result
in changes in demand for products or services or in the value of assets under management; (8) the relative and absolute investment
performance of advised or sponsored investment products; (9) the impact of capital improvement projects; (10) the impact of future
acquisitions or divestitures; (11) the unfavorable resolution of legal proceedings; (12) the extent and timing of any share repurchases;
(13) the impact, extent and timing of technological changes and the adequacy of intellectual property protection; (14) the impact
of legislative and regulatory actions and reforms and regulatory, supervisory or enforcement actions of government agencies relating
to HF2; (15) terrorist activities and international hostilities, which may adversely affect the general economy, financial and
capital markets, specific industries, and HF2; (16) the ability to attract and retain highly talented professionals; and (17) the
impact of changes to tax legislation and, generally, the tax position of HF2.
HF2’s filings with the SEC, accessible
on the SEC’s website at http://www.sec.gov, discuss, and HF2’s definitive proxy statement in connection with the stockholder
vote on the Business Combination will discuss, these factors in more detail and identify additional factors that can affect forward-looking
statements.
Additional Information and Where to Find It
HF2 has filed a preliminary proxy statement
on Schedule 14A, and amendments thereto, with the SEC and intends to file with the SEC a definitive proxy statement on Schedule
14A in connection with the stockholder vote on the Business Combination. STOCKHOLDERS OF HF2 AND OTHER INTERESTED PERSONS ARE ADVISED
TO READ HF2’s PRELIMINARY PROXY STATEMENT AND, WHEN AVAILABLE, HF2’S DEFINITIVE PROXY STATEMENT IN CONNECTION WITH
THE SOLICITATION OF PROXIES FOR THE SPECIAL MEETING TO APPROVE THE BUSINESS COMBINATION BECAUSE THIS PROXY STATEMENT WILL CONTAIN
IMPORTANT INFORMATION. The definitive proxy statement will be mailed to stockholders as of a record date to be established for
voting on the Business Combination. Stockholders will also be able to obtain a copy of the preliminary proxy statement and definitive
proxy statement once available, and other relevant documents, without charge, at the SEC’s Internet site http://www.sec.gov
or by contacting HF2’s secretary at HF2 Financial Management Inc., 999 18th Street, Suite 3000, Denver, Colorado 80202. As
a result of the review by the SEC of the proxy statement, HF2 may be required to make changes to its description of ZAIS or other
financial or statistical information contained in the proxy statement.
Participants in the Solicitation
HF2 and its directors and officers and
EarlyBirdCapital, Inc. (EBC) and Sandler O’Neill & Partners, L.P. (SOP), the underwriters of HF2’s initial public
offering, may be deemed participants in the solicitation of proxies to HF2’s stockholders with respect to the Business Combination.
A list of the names of HF2’s directors and officers and a description of their interests in HF2 is contained in HF2’s
Annual Report on Form 10-K, which was filed with the SEC on March 31, 2014, and will also be contained in the definitive proxy
statement for the Business Combination when available. EBC’s and SOP’s interests in HF2 is contained in HF2’s
Annual Report on Form 10-K, which was filed with the SEC on March 31, 2014, and the Merger and Acquisition Agreement by and among
HF2, EBC and SOP, which is an exhibit to such report, and will also be contained in the definitive proxy statement for the Business
Combination when available. Information about ZAIS and its officers and directors will also be included in the definitive proxy
statement for the Business Combination.
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