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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 Earliest Event reported): May 30, 2023
READY CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
| Maryland | 001-35808 | 90-0729143 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
1251 Avenue of the Americas, 50th Floor
New York, NY 10020
(212) 257-4600
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.0001 par value | RC | New York Stock Exchange |
| 6.25% Series C Cumulative Convertible Preferred Stock, $0.0001 par value per share | RC PRC | New York Stock Exchange |
| 6.50% Series E Cumulative Redeemable Preferred Stock, $0.0001 par value per share | RC PRE | New York Stock Exchange |
| 7.00% Convertible Senior Notes due 2023 | RCA | New York Stock Exchange |
| 6.20% Senior Notes due 2026 | RCB | New York Stock Exchange |
| 5.75% Senior Notes due 2026 | RCC | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.07. Other Events.
On May 30, 2023, Ready Capital Corporation , a Maryland corporation (“Ready Capital”), held its special meeting of stockholders solely by means of a virtual meeting conducted live over the internet (the “Ready Capital Special Meeting”) to vote on the Ready Capital proposals identified in the definitive joint proxy statement/prospectus dated April 20, 2023 (the “Joint Proxy Statement”). As of April 17, 2023, the record date for the Ready Capital Special Meeting, there were 111,676,111 shares of common stock, par value $0.0001 per share, of Ready Capital (“Ready Capital Common Stock”) outstanding, all of which were entitled to vote at the Ready Capital Special Meeting. A quorum of 61,178,153 shares were represented virtually or by proxy at the Ready Capital Special Meeting. A summary of voting results with respect to each proposal is set forth below.
Proposal 1. Proposal to approve the issuance of shares of Ready Capital Common Stock in the merger as contemplated by the Agreement and Plan of Merger, dated as of February 26, 2023 (the “Merger Agreement”), by and among Ready Capital, RCC Merger Sub, LLC, a Delaware limited liability company, and Broadmark Realty Capital Inc. (“Broadmark”) (the “Ready Capital Common Stock Issuance Proposal”). The Ready Capital Common Stock Issuance Proposal was approved as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 57,784,253 | 1,974,703 | 589,241 | 829,956 |
Proposal 2. Proposal to approve the adjournment of the Ready Capital Special Meeting, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of the Ready Capital Common Stock Issuance Proposal. The proposal to approve the adjournment of the Ready Capital Special Meeting, if necessary or appropriate for the purpose of soliciting additional proxies if there were not sufficient votes for the approval of the Ready Capital Common Stock Issuance Proposal, was approved as follows:
| For | Against | Abstain | ||
| 56,281,548 | 4,164,889 | 731,716 |
Consummation of the transactions contemplated by the Merger Agreement are subject to the satisfaction of certain customary closing conditions, all as set forth in the Merger Agreement and discussed in detail in the Joint Proxy Statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 20, 2023, which is available on the SEC’s website at www.sec.gov. The foregoing description is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Annex A to the Joint Proxy Statement filed by Ready Capital with the SEC on April 20, 2023. Assuming the satisfaction of such closing conditions, Ready Capital expects the closing to occur on or about May 31, 2023.
Item 8.01. Other Events
On May 30, 2023, Ready Capital issued a press release announcing the results of the Ready Capital Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Press Release of Ready Capital Corporation | |
| 104.1 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.
| READY CAPITAL CORPORATION | ||
| Date: May 30, 2023 | By: | /s/ Andrew Ahlborn |
| Name: | Andrew Ahlborn | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
Ready Capital Corporation Stockholders Approve Issuance of Common Stock in Merger with Broadmark Realty Capital Inc.
New York, New York, May 30, 2023 / PRNewswire / – Ready Capital Corporation (NYSE:RC) (“Ready Capital” or the “Company”) today announced that at the special meeting of stockholders held today, conducted by means of a virtual meeting held live over the internet, its stockholders approved the issuance of the Company’s common stock pursuant to the terms of the previously announced merger agreement with Broadmark Realty Capital Inc. (“Broadmark”). Pursuant to the merger agreement, Ready Capital will acquire Broadmark through Broadmark’s merger with and into a wholly owned subsidiary of Ready Capital (the “Merger”).
The Merger is expected to close on May 31, 2023, subject to customary closing conditions. As a result of the Merger, among other things, each share of common stock of Broadmark outstanding at the effective time of the Merger will be converted into the right to receive from Ready Capital 0.47233 shares of common stock, par value $0.0001 per share, of Ready Capital (“Ready Capital Common Stock”). Cash will be paid in lieu of fractional shares of Ready Capital Common Stock that would have been received as a result of the Merger.
Broadmark also announced that its stockholders have approved the Merger.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbor provided by the same. These statements are based on current expectations and beliefs of Ready Capital and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements; Ready Capital cannot give any assurance that its expectations will be attained. Factors that could cause actual results to differ materially from expectations include, but are not limited to, risks related to disruption of management attention from the ongoing business operations due to the Merger; the effect of the announcement of the Merger on the operating results and businesses generally of Ready Capital and Broadmark; the outcome of any legal proceedings relating to the Merger; the ability to retain key personnel; 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; inflationary pressures on the capital markets and the general economy; conditions in the market for small balance commercial loans and other investments; legislative and regulatory changes that could adversely affect the businesses of Ready Capital and Broadmark; risks related to integrating an existing lending platform into our operations; risks related to the origination and ownership of construction loans and other assets, which are typically short-term loans that are subject to additional risks as compared to loans secured by existing structures or land; risks related to the origination and ownership of bridge loans and other assets, which are typically short-term loans that are subject to higher interest rates, transaction costs and uncertainty on loan repayment; risks relating to any future impact of the COVID-19 pandemic, including the responses of governments and industries, on the real estate sector. All such factors are difficult to predict, including those risks set forth in Ready Capital’s Proxy Statement/Prospectus filed with the SEC on April 20, 2023, annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K that are available on Ready Capital’s website at http://www.readycapital.com and on the SEC’s website at http://www.sec.gov. The forward-looking statements included in this press release are made only as of the date hereof. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof. Ready Capital undertakes no obligation to update these forward-looking statements to reflect subsequent events or circumstances, except as required by applicable law.
About Ready Capital Corporation
Ready Capital Corporation (NYSE: RC) is a multi-strategy real estate finance company that originates, acquires, finances and services small to medium balance commercial loans. Ready Capital specializes in loans backed by commercial real estate, including agency multifamily, investor and bridge as well as SBA 7(a) business loans. Headquartered in New York, New York, Ready Capital employs over 500 lending professionals nationwide. The company is externally managed and advised by Waterfall Asset Management, LLC.
Contact
Investor
Relations
Ready Capital Corporation
212-257-4666
InvestorRelations@readycapital.com