Organization and Plan of Business Operations | 12 Months Ended |
Dec. 31, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 1 — Organization and Plan of Business Operations |
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HF2 Financial Management Inc. (formerly H2 Financial Management Inc.) (the “Company”) is a Delaware corporation formed on October 5, 2012 as a blank check company whose objective is to acquire, through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, one or more businesses or entities (a “Business Combination”). |
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The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). |
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On February 13, 2013, the Company changed its name from H2 Financial Management Inc. to HF2 Financial Management Inc. to avoid any potential confusion with other entities using similar versions of the “H2” name in their respective businesses. |
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All activity from October 5, 2012 (inception) through December 31, 2014 relates to the Company’s formation, initial public offering (described below) and the identification and investigation of prospective target businesses with which to consummate a Business Combination. The Company has selected December 31 as its fiscal year end. |
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Prior to 2014, the Company was considered to be a development stage company and, as such, the Company’s financial statements were prepared in accordance with the Accounting Standards Codification (“ASC”) topic 915 “Development Stage Entities.” In 2014, the company adopted Accounting Standards Update 2014 – 10 and is no longer a development stage company. See Note 2 for further information. |
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The registration statement for the Company’s initial public offering was declared effective on March 21, 2013. On March 27, 2013, the Company consummated its initial public offering (the “Public Offering”) through the sale of 15,300,000 shares (the “Public Shares”) of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”) at $10.00 per share and received proceeds, net of the underwriters’ discount and offering expenses, of $147,763,000. Simultaneously with the consummation of the Public Offering, the Company sold 1,414,875 shares of Class A Common Stock (the “Sponsors’ Shares”) to the Company’s initial stockholders (collectively, the “Sponsors”) at $10.00 per share in a private placement (the “Private Placement”) and raised $13,910,939, net of commissions. |
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In connection with the Public Offering, the Company granted the underwriters a 45-day option to purchase up to an additional 2,295,000 Public Shares to cover over-allotments. On March 28, 2013, the underwriters elected to exercise the over-allotment option to the full extent of 2,295,000 Public Shares. The Company closed the sale of the Public Shares pursuant to the exercise of the over-allotment option on April 1, 2013 and received proceeds, net of the underwriters’ discount, of $22,284,450. Simultaneously with the closing of the sale of the Public Shares pursuant to the exercise of the over-allotment option, the Company raised an additional $1,801,401, net of commissions, through the sale of an additional 183,525 Sponsors’ Shares to the Sponsors in a private placement to maintain in the Trust Account an amount equal to $10.50 per Public Share sold. See Note 3 – Public Offering and Private Placement. |
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The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and the Private Placement, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. However, there is no assurance that the Company will be able to effect a Business Combination successfully. Upon the closing of the Public Offering, including the over-allotment option, $184,747,500 (representing $10.50 per Public Share sold in the Public Offering), including the proceeds of the Private Placements, was deposited in a trust account (the “Trust Account”). Substantially all of the proceeds held in the Trust Account have been and will continue to be invested in United States government treasury bills having a maturity of 180 days or less and/or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, that invest solely in U.S. treasuries until the earlier of the consummation of its first Business Combination and the Company’s failure to consummate a Business Combination within the prescribed time. Placing funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, service providers, prospective target businesses or other entities it engages, execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements. One of the Company’s officers and its Chairman have agreed to be jointly and severally liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or vendors or other entities that are owed money by the Company for services rendered, contracted for or products sold to the Company. However, they may not be able to satisfy those obligations should they arise. The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. In addition, interest income on the funds held in the Trust Account may be released to the Company to pay its income, franchise and other tax obligations and to pay for its working capital requirements in connection with searching for a Business Combination. |
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The Company’s shares are listed on the Nasdaq Capital Market (“Nasdaq”). Pursuant to the Nasdaq listing rules, the target business or businesses that the Company acquires must collectively have a fair market value equal to at least 80% of the balance of the funds in the Trust Account at the time of the execution of a definitive agreement for its Business Combination, although the Company may acquire a target business whose fair market value significantly exceeds 80% of the Trust Account balance. |
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The Company will seek stockholder approval of any Business Combination at a meeting called for such purpose at which Public Stockholders (as defined below) may seek to convert their shares into their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable and interest income). The Company will proceed with a Business Combination only if it has net tangible assets of at least $5,000,001 upon consummation of the Business Combination and a majority of the outstanding shares of the Company voted are voted in favor of the Business Combination. Notwithstanding the foregoing, a Public Stockholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d) (3) of the Securities Exchange Act of 1934, as amended) will be restricted from seeking conversion rights with respect to 20% or more of the Public Shares without the Company’s prior written consent. In order to determine whether a stockholder is acting in concert or as a group with another stockholder, each Public Stockholder seeking to exercise conversion rights will be required to certify whether such stockholder is acting in concert or as a group with any other stockholder. These certifications, together with any other information relating to stock ownership available at that time, will be the sole basis on which the above-referenced determination is made. If it is determined that a stockholder is acting in concert or as a group with any other stockholder, the stockholder will be notified of the determination and will be offered an opportunity to dispute the finding. The final determination as to whether a stockholder is acting in concert or as a group with any other stockholder will ultimately be made in good faith by the Company’s board of directors. In connection with any stockholder vote required to approve any Business Combination, the Sponsors have agreed (1) to vote any of their respective Founders’ Shares (as defined below), Sponsors Shares and any Public Shares they acquired in the proposed public offering or may acquire in the aftermarket in favor of the Business Combination and (2) not to convert any of their respective Founders’ Shares and Sponsors Shares. |
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The Company’s amended and restated Certificate of Incorporation provides that the Company will continue in existence only until March 21, 2015 since the Company has executed a definitive agreement for a Business Combination before September 21, 2014 but the Business Combination has not been completed by September 21, 2014. If the Company has not completed a Business Combination by March 21, 2015, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Public Shares held by the public stockholders of the Company (“Public Stockholders”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest but net of franchise taxes and income taxes payable with respect to interest earned on the Trust Account, divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (except for the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its board of directors dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such event, the Public Stockholders will be entitled to receive a full pro rata interest in the Trust Account (initially $10.50 per share, plus any pro rata interest earned on the Trust Account not previously released to the Company). |
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Proposed Business Combination |
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On September 17, 2014 the Company announced that it had entered into an Investment Agreement dated as of September 16, 2014 (the “Investment Agreement”), under which it would enter into a business combination (the “Business Combination”) by and among us, ZAIS Group Parent, LLC, a Delaware limited liability company (“ZGP”), and the members of ZGP (the “ZGP Founder Members”). ZGP is the sole member of ZAIS Group, LLC (“ZAIS”), an investment management firm focused on specialized credit investments with approximately $4.7 billion of assets under management as of September 30, 2014. The shareholders of the Company will be asked to approve the Investment Agreement at a Special Meeting of Shareholders scheduled to occur on February 19, 2015. |
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Pursuant to NASDAQ listing rules, the target business or businesses that the Company acquires must collectively have a fair market value equal to at least 80% of the balance of the funds in the Trust Account at the time of the execution of a definitive agreement for an initial business combination. The Company believes the proposed Business Combination complies with this rule. If the Company acquires less than 100% of the equity interest in a target business or businesses, the portion of such business acquired must have a fair market value equal to at least 80% of the Trust Account balance, as is the case is the proposed Business Combination. |
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The fair market value of the portion of ZGP that the Company will acquire has been determined by the board of directors of the Company based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow or book value). |
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Principal Terms of the Proposed Business Combination |
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The Investment Agreement provides for the acquisition by the Company of a majority of the Class A Units of ZGP (“Class A Units”). The number of Class A Units that the Company will acquire will be equal to the aggregate number of shares of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), outstanding at the closing of the transactions contemplated by the Investment Agreement (the “Closing”) and after giving effect to any redemption of shares of Class A Common Stock by the public stockholders in connection with the consummation of this investment (“Redemption”). As of January 26, 2015, there are 23,592,150 shares of Class A Common Stock outstanding. The Company refers to the Class A Units that it will acquire as the “Acquired Units.” |
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Pursuant to the Investment Agreement, in exchange for the Acquired Units the Company will contribute to ZGP an amount in cash equal to the assets in the Company’s trust account maintained for the benefit of the Company’s public stockholders (the “Trust Account”), after giving effect to the Redemption and less the Company’s aggregate costs, fees and expenses incurred in connection with or pursuant to the consummation of the Business Combination (including deferred commissions payable to investment advisors) (the “Expense Payments”). This contribution amount will be funded through use of the funds in the Trust Account. |
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Immediately following consummation of the Business Combination, the ZGP Founder Members will hold 7,000,000 Class A Units, subject to adjustment in accordance with the Investment Agreement. ZGP may also issue up to 6,800,000 authorized Class B Units (“Class B Units”) at any time from and after the Closing. Of these Class B Units, 1,600,000 Class B-0 Units vest on the later of the date of grant and the second anniversary of the Closing. The remaining 5,200,000 Class B-1, Class B-2, Class B-3 and Class B-4 Units (together the “Additional Employee Units”) vest in three equal installments only if the Class A Common Stock achieves certain average closing price thresholds ranging from $12.50 to $21.50 as follows: one-third upon achieving the applicable threshold, one-third upon the first anniversary of such achievement and one-third upon the second anniversary of such achievement. Although the Class B Units are outstanding when issued, the Class B Units are not entitled to any distributions from ZGP (and thus will not participate in the Company’s income or loss) or other material rights until the Class B Units vest. 1,600,000 Class B-0 Units are anticipated to be issued to key employees of ZAIS promptly after the Closing. Accordingly, following the consummation of the Business Combination, assuming none of the Company’s stockholders elect to redeem their shares of Class A Common Stock, it is contemplated that there will be 32,192,150 Units of ZGP outstanding and HF2 will own approximately 73.3% of the Units, the ZGP Founder Members will own approximately 21.7% of the Units and key employees will own the remaining 5.0% subject to certain vesting provisions. |
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In addition, during the first five years after the Closing, ZGP will release up to an additional 2,800,000 Class A Units (the “Additional Founder Units”) to the ZGP Founder Members if the sum of the average per share closing, price over any 20 trading-day period of the Class A Common Stock plus cumulative dividends paid on the Class A Common Stock between the Closing and the day prior to such 20 trading-day period (the “Total Per Share Value”) meets or exceeds specified thresholds, ranging from $12.50 to $21.50. |
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The ZGP Founder Members’ Class A Units and all of the vested Class B Units (but not any unvested Class B Units) may be exchanged for shares of Class A Common Stock on a one-for-one basis (subject to certain adjustments to the exchange ratio) or, at the Company’s option, cash or a combination of Class A Common Stock and cash, pursuant to the Exchange Agreement that the Company will enter into with ZGP, the ZGP Founder Members and the other parties thereto. Generally, there is a two-year lock-up period before any exchanges of Class A Units or vested Class B Units are permitted. |
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At the Closing, all of the outstanding shares of Class B Common Stock, par value $0.000001, of the Company (the “Class B Common Stock”) will be transferred from the HF2 Class B Trust to the ZGP Founder Members and immediately deposited with a newly created irrevocable trust of which Mr. Christian Zugel, the founder, Chief Investment Officer and Managing Member of ZAIS, is the initial sole trustee. Each share of Class B Common Stock is entitled to 10 votes and there are currently 20,000,000 shares of Class B Common Stock outstanding. |
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In connection with the Investment Agreement, the Company will also will enter into the following agreements: (i) a Second Amended and Restated Limited Liability Company Agreement of ZGP, (ii) the Exchange Agreement, (iii) a Registration Rights Agreement providing registration rights for shares of Class A Common Stock issued upon conversion of Class A Units and vested Class B Units of ZGP, and (iv) a Tax Receivable Agreement relating to the payment of a portion of specified tax savings to the ZGP Founder Members. |
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At the special meeting, the Company’s stockholders also will be asked to consider and vote upon the following proposals: (i) to approve a second amended and restated certificate of incorporation, including to change the Company’s name to “ZAIS Group Holdings, Inc.”, eliminate the Company’s staggered board of directors and provide that all directors will have one year terms, allow for stockholder action by written consent, and provide a Delaware forum selection clause, (ii) to elect five directors, effective upon the Closing, to serve on the Company’s board of directors until the 2015 annual meeting of stockholders and until their respective successors are duly elected and qualified, (iii) to approve and adopt the ZAIS Group Holdings, Inc. 2015 Stock Incentive Plan (an equity-based incentive plan), and (iv) to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to the stockholders for vote at the special meeting. |
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Submission of the Business Combination to a Stockholder Vote |
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The Business Combination (and consequently, the Investment Agreement and the transactions contemplated thereby, including the Business Combination) will be approved and adopted only if a majority of the outstanding shares of Class A Common Stock voted at the special meeting are voted “FOR” the Business Combination. As of the record date, our Sponsors, officers and directors have agreed to vote any shares of Class A Common Stock owned by them in favor of the Business Combination. |
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Liquidation if No Business Combination |
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The Company’s amended and restated certificate of incorporation provides that the Company will continue in existence only until March 21, 2015 unless it consummates an initial business combination on or prior to such date. If the Company is unable to complete the Business Combination by such date, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest but net of taxes payable, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (except for the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the Company’s obligations under Delaware law to provide for claims of creditors and to the requirements of other applicable law. |
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