RED BANK, N.J., Nov. 18, 2013 /PRNewswire/ -- ZAIS Financial Corp. (the "Company") (NYSE: ZFC) announced today that ZAIS Financial Partners, L.P., the operating partnership through which the Company conducts its operations, has commenced a private offering, subject to market conditions, of $50 million aggregate principal amount of the operating partnership's exchangeable senior notes due 2016, plus an additional $7.5 million aggregate principal amount of notes that may be issued at the option of the initial purchaser, which option may be exercised within 30 days of the initial sale of the notes. The notes will be senior unsecured obligations of the operating partnership and will be exchangeable for shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"). The Company will guarantee the payment of amounts due on the notes. The net proceeds of the offering are intended to be used to purchase the Company's target assets, subject to the Company's investment guidelines and to the extent consistent with maintaining the Company's qualification as a real estate investment trust, and other general corporate purposes. The notes will be offered and sold only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). Neither the notes nor any shares of Common Stock that may be issued upon exchange of the notes have been registered under the Securities Act or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state laws. This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.