Exhibit 99.4

CIFC DEERFIELD CORP.

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

CNCIM TRANSACTION AND ASSOCIATED STRATEGIC TRANSACTIONS

The following unaudited pro forma combined statement of operations gives effect to the following transactions (collectively, the “Transactions”) (the defined terms have the meaning described in the consolidated financial statements for the year ended December 31, 2010 and notes thereto of the Company included in the Company’s Annual Report on Form 10-K) as if they had been completed as of January 1, 2010: (1) the CNCIM Acquisition and issuance of the Acquisition Shares, and the issuance of the Convertible Notes (the “CNCIM Transaction”); (2) the Senior Notes Discharge; (3) the Trust Preferred Exchange; and (4) the DPLC Restructuring. This unaudited pro forma combined statement of operations is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have occurred if the CNCIM Transaction had been consummated during the year for which the pro forma data is presented, nor is it necessarily indicative of future operating results of the Company.

The following unaudited pro forma combined statement of operations reflects all pro forma adjustments related to the aforementioned Transactions and is based upon the unaudited statement of operations of CNCIM for the period January 1 to June 8, 2010 and the audited financial statements of the Company and the and the related notes thereto for the year ended December 31, 2010. The unaudited pro forma amounts have been developed from and should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2010 and notes thereto of the Company included in the Company’s 2010 Annual Report.

The unaudited pro forma combined statement of operations is prepared using the purchase method of accounting, with the Company treated as the acquirer. The Company was determined to be the acquirer for accounting purposes as it gained control of CNCIM, as well as other qualitative factors.

The unaudited pro forma combined statement of operations for the year ended December 31, 2010, gives effect to the Transactions as if they had occurred on January 1, 2010 and gives effect to the adoption on January 1, 2010 of ASC Topic 810, as amended by ASU 2009-17. ASU 2009-17 provides a new framework for determining whether an entity should be considered a variable interest entity (“VIE”) and evaluated for consolidation. Pursuant to this guidance, effective January 1, 2010 the Company and CNCIM were both required to consolidate collateralized loan obligations (“CLOs”) which they had not historically been required to consolidate.

The unaudited pro forma combined statement of operations is provided for illustration purposes only and does not purport to represent what the actual combined results of operations of the Company would have been had the Transactions occurred at the beginning of the period presented, nor is it necessarily indicative of future operating results.

The unaudited pro forma combined statement of operations includes estimates for potential adjustments for events that are (1) directly attributable to the Transactions; (2) factually supportable and (3) expected to have a continuing impact on the combined company’s results.

The pro forma adjustments are described in the accompanying notes. The pro forma adjustments and associated discussions for the year ended December 31, 2010 represent the pro forma adjustments from January 1, 2010 to the completion date of the Transactions.

CIFC DEERFIELD CORP.

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2010

(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)

See notes to the unaudited pro forma combined statement of operations.

CIFC DEERFIELD CORP.

NOTES TO UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

Note 1—Basis of Presentation

The unaudited pro forma combined statement of operations gives effect to the Transactions as if they had been completed on January 1, 2010. A combined balance sheet has not been presented as the consolidated balance sheet of the Company presented in its Annual Report filed with the SEC on March 31, 2011 includes the completion of these Transactions. The CNCIM Transaction is accounted for as a purchase business combination, with the Company treated as the legal and accounting acquirer. In addition, the Company entered into (1) the Convertible Notes Agreement with Bounty; (2) the Senior Notes Discharge Agreement with the holders of the Series A Notes and Series B Notes; (3) the Exchange Agreement with the holders of the Trust Preferred Securities; and (4) a Termination Agreement with respect to the DPLC Restructuring collectively referred to as the “Recapitalization”. The statement of operations for the year ended December 31, 2010 gives effect to the retroactive adoption to January 1, 2010 of ASU 2009-17 for the four CNCIM CLOs which the Company was required to consolidate effective on June 9, 2010 (the “CNCIM Closing Date”). ASU 2009-17 became effective January 1, 2010.

The unaudited pro forma combined financial data is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have occurred if the Transactions had been consummated as of the beginning of the period for which the pro forma data is presented, nor is it necessarily indicative of future operating results of the Company.

As of December 31, 2009, the Company had net operating losses (“NOLs”) of approximately $209.0 million and net capital losses (“NCLs”) of approximately $422.8 million. The Transactions resulted in an Ownership Change as defined in Sections 382 and 383 of the Code. Consequently, the Company’s ability to use its NOLs and NCLs to reduce its taxable income in future years is generally limited to an annual amount currently estimated at $1.2 million.

In preparation of this unaudited pro forma combined statement of operations, management evaluated whether there are any differences in the accounting principles of the Company and CNCIM. As a result of this evaluation, management has concluded that there are no significant differences in the accounting policies of the Company and CNCIM.

Note 2—Purchase Price of CNCIM

Calculation of the purchase consideration is as follows:

(1)           Represents the closing price of the Company’s Common Stock on the CNCIM Closing Date.

(2)                                  Represents a reduction of the purchase consideration because the par value of the Convertible Notes of $25.0 million exceeded the fair value of the Convertible Notes of $23.4 million as of the CNCIM Closing Date. As the CNCIM Transaction and the issuance of the Convertible Notes are considered linked transactions, the Convertible Notes are initially recorded at their fair value as of the date of issuance with the difference between fair value and par allocated to the purchase consideration.

The following is a summary of the recognized amounts of assets acquired and liabilities assumed as a result of the CNCIM Transaction:

See Note 3.6 for a discussion of the methods used to determine the fair value of CNCIM’s identifiable intangible assets.

Note 3—Pro Forma Adjustments

3.1                                 To reflect the Termination Agreement with respect to the DPLC Restructuring, which was negotiated in contemplation of the Acquisition and is part of the Recapitalization. Pursuant to the Termination Agreement, the Company received an amount equal to its entire capital account balance, after certain adjustments for unamortized organizational costs, as outlined in the Termination Agreement, and cancelled warrants to purchase three million shares of Common Stock, which is all of the warrants previously issued to the Pegasus Parties. In connection with the DPLC Restructuring, the Company granted fully vested warrants to purchase an aggregate of 250,000 shares of its Common Stock at an exercise price of $4.25 per share resulting in a $0.5 million in other general and administrative expenses and an increase in additional paid-in capital. This charge is eliminated from the unaudited pro forma combined statement of operations for the year ended December 31, 2010 because it is non-recurring.

The following summarizes the impact of the elimination and deconsolidation of the DPLC Restructuring on the unaudited pro forma combined statement of operations for the year ended December 31, 2010:

3.2                                 To reflect the issuance of Convertible Notes with a seven and one-half year maturity, which are convertible into shares of Common Stock of the Company at an initial conversion price of $6.05. The Company evaluated the terms and conditions of the conversion feature contained in the Convertible Notes, and certain of the anti-dilution provisions of the conversion feature cause it to be deemed an embedded derivative instrument. These antidilution provisions prevent the conversion feature from qualifying as being indexed to the Company’s Common Stock. The Convertible Notes are recorded as two components: (i) the embedded derivative initially recorded on the Closing Date as a $6.9 million derivative liability and, (ii) long-term debt initially recorded on the Closing Date at $16.5 million. At each subsequent balance sheet date, the embedded derivative is marked to fair value with the change in fair value being recorded in the statement of operations as net gain (loss) on investments, loans, derivatives and liabilities. The consolidated statement of operations of the Company for the year ended December 31, 2010, includes $4.3 million in net losses on the embedded derivative within net gain (loss) on investments, loans, derivatives and liabilities. A pro forma adjustment has not been made to the combined statement of operations for the year ended December 31, 2010 related to changes in fair value of the embedded derivative because calculation of the changes in fair value of the embedded derivative during the period prior to issuance is impractical.

The difference between the $16.5 million Closing Date fair value of the component of the Convertible Notes recorded as long-term debt and the $25.0 million principal amount of the Convertible Notes will be accreted to earnings using the effective yield method of recognizing interest expense. An adjustment of $0.3 million for the year ended December 31, 2010 has been reflected in interest expense in the unaudited pro forma combined statement of operations to reflect the pro forma adjustment for accretion. The $1.6 million difference between the $25.0 million principal amount of the Convertible Notes and the $23.4 million Closing Date total fair value associated with the Convertible Notes was treated as a reduction of purchase consideration in conjunction with the CNCIM Transaction. Debt issuance costs of $0.5 million are amortized over the life of the debt resulting in an adjustment of additional interest expense of $29,000 for the year ended December 31, 2010.

3.3                                 To reflect the extinguishment of the Company’s Senior Notes pursuant to the Senior Notes Discharge Agreement. The Company discharged all of the approximately $73.9 million in aggregate principal amount of Senior Notes then outstanding for $55.0 million plus accrued interest. This resulted in a net gain of $17.4 million, after eliminating the unamortized discount on the notes and prepaid debt issuance costs. This net gain has been eliminated from the unaudited pro forma combined statement of operations for the year ended December 31, 2010 because it is non-recurring and deemed to have taken place prior to the period presented for pro forma purposes.

3.4                                 To reflect the exchange of $95.0 million of trust preferred securities for $95.0 million of junior subordinated notes. As a result of the exchange, $2.9 million of the $3.7 million of common securities, and a corresponding $2.9 million of debt issued to the Company under the applicable trust agreements were cancelled. An aggregate of $25.0 million in principal amount of trust preferred securities was not exchanged as part of the Transactions. The related interest expense was calculated using the 1% per annum fixed rate pursuant to the new indenture. Debt issuance costs of $1.0 million are amortized on a straight line basis over the life of the debt resulting in additional interest expense of $9,000 for the year ended December 31, 2010.

The pro forma adjustments for the year ended December 31, 2010 were calculated as follows:

(1)                                  Amortization expense is included in interest expense in the unaudited pro forma combined statement of operations.

(2)                                  Represents the elimination of interest expense on the Company’s ownership of the trust preferred securities.

3.5                                 The acquisition of CNCIM included deferred payments totaling $7.5 million to be paid in five equal annual installments of $1.5 million.  The Closing Date fair value of the deferred payments was $6.0 million. The $1.5 million discount on the deferred purchase price is amortized to par over life of the payments using the effective interest method resulting in additional interest expense of $149,000 for the year ended December 31, 2010.

3.6                                 On the CNCIM Closing Date, values were allocated to CNCIM’s amortizable intangible assets. The allocations are as follows:

The fair value of the intangible assets related to the CNCIM CLO investment management contracts were determined utilizing an excess earnings approach based on the expected cash flows from the CLOs. The intangible assets related to the management contracts are amortized based on a ratio of expected discounted cash flows from the contracts over the expected remaining term of the contracts. The fair value of the intangible assets associated with the non-compete agreements was determined using a lost cash flows analysis and are amortized straight-line over the term of the agreements. The pro forma adjustments to depreciation and amortization expense are outlined in the above table.

3.7                                 To reflect the elimination of all non-employee expenses of CNCIM. Additionally, this adjustment reflects the termination of nearly all CNCIM employees on or around April 30, 2010 as a result of entering into termination agreements with all employees except two that were retained at CNCIM as part of the Acquisition, as well as the services agreement entered into between the Company and CNCIM, effective March 22, 2010.

3.8                                 The Transactions resulted in $2.9 million of expenses which were included in the Company’s consolidated statement of operations for the year ended December 31, 2010. This adjustment represents the elimination of these expenses as they are non-recurring and deemed to have to have been incurred prior to the period presented for pro forma purposes.

3.9                                 To reflect the expense associated with a net increase of two directors to the Board, resulting from Bounty’s right to appoint three new directors, one of which will be independent, and the resignation of one existing director. Additionally, in connection with the Termination Agreement, two directors have resigned from the board of DCM. The net expense of the above actions is reflected in this adjustment.

3.10                           To reflect the estimated resulting income tax provision as a result of an Ownership Change as defined in Sections 382 and 383 of the Code and the corresponding limitations on the annual amounts of NOLs and NCLs available to reduce taxable income. The Company previously had significant NOLs and NCLs that were available to offset taxable income. The pro forma income tax provision is based on the estimated income tax expense of the Company combined (which takes into account all pro forma adjustments), which is based on an estimated tax rate of 35% for the period presented.

3.11                           To reflect the impact of reinstating the subordinated management fee for CNCIM CLO 2007-II, which was temporarily waived by CNCIM during the period presented. There are no provisions requiring the Company to waive this fee subsequent to the CNCIM Transaction.

3.12                           The below table summarizes both the adjustments to the weighted-average number of shares outstanding and the effect on the Company’s earnings per share calculation as a result of issuing the Common Stock and the dilutive impact of the grant of warrants and issuance of Convertible Notes:

3.13                           The statement of operations for the year ended December 31, 2010 gives effect to the retroactive adoption to January 1, 2010 of ASU 2009-17 for the four CNCIM CLOs which the Company was required to consolidate effective on the CNCIM Closing Date.