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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 of
earliest event reported)
October 20, 2021
READY
CAPITAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Maryland
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001-35808
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90-0729143
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(State or Other Jurisdiction
Of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification
No.)
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1251
Avenue of the Americas,
50th
Floor
New York, NY
10020
(Address of principal executive offices)
(Zip Code)
Registrant’s
telephone number, including area code: (212) 257-4600
(Former Name or Former Address, 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:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant
to Section 12(b) of the Exchange Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.0001 par value per share
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RC
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New York Stock Exchange
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6.25% Series C Cumulative Convertible Preferred Stock, $0.0001 par value per share
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RC PRC
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New York Stock Exchange
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6.50% Series E Cumulative Redeemable Preferred Stock, $0.0001 par value per share
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RC PRE
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New York Stock Exchange
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7.00% Convertible Senior Notes due 2023
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RCA
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New York Stock Exchange
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6.20% Senior Notes due 2026
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RCB
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New York Stock Exchange
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5.75% Senior Notes due 2026
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RCC
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New York Stock Exchange
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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. ¨
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Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The information included in Item 8.01 below
is incorporated by reference into this Item 2.03.
On October 20, 2021, ReadyCap Holdings, LLC (“ReadyCap”),
an indirect subsidiary of Ready Capital Corporation (the “Company”), closed a private placement of $350.0 million in
aggregate principal amount of its 4.50% Senior Secured Notes due 2026 (the “Notes”). The Notes are senior secured obligations
of ReadyCap. Payments of the amounts due on the Notes are fully and unconditionally guaranteed (the “Guarantees”), at issuance,
by the Company, Sutherland Partners, L.P., Sutherland Asset I, LLC, Ready Capital TRS I, LLC, Ready Capital Partners I, LLC, Ready Capital
Subsidiary REIT I, LLC and Sutherland Asset III, LLC (“SAIII” and collectively, the “Guarantors”). ReadyCap’s
and the Guarantors’ respective obligations under the Notes and the Guarantees are secured by a first-priority lien on the assets
of SAIII and the capital stock of ReadyCap, SAIII and certain other subsidiaries of the Company.
The Company intends to use the net proceeds from the private placement
to redeem all of ReadyCap’s outstanding 7.50% Senior Secured Notes due 2022 and for general corporate purposes.
The Notes and the Guarantees will not be registered under the Securities
Act of 1933, as amended (the “Securities Act”) or any state securities laws and may not be offered or sold in the United States
absent an effective registration statement or an applicable exemption from the registration requirements of the Securities Act or any
state securities laws.
On October 20, 2021, the Company issued a press release announcing
the issuance of the Notes described above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K
and in incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
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Exhibit
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Description
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4.1
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In accordance with Item 601(b)(4)(iii)(A) of Regulation S-K, certain instruments with respect to long-term debt of the registrant have been omitted but will be furnished to the Securities and Exchange Commission upon request.
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99.1
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Press Release, dated October 20, 2021
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104.1
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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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Ready Capital Corporation
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By:
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/s/ Andrew Ahlborn
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Name:
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Andrew Ahlborn
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Title:
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Chief Financial Officer
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Dated: October 26, 2021
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Exhibit 99.1
Ready Capital Corporation Announces Closing
of $350.0 Million of Senior Secured Notes
NEW YORK, NY – October 20, 2021 – Ready Capital
Corporation (NYSE: RC) (“Ready Capital” or the “Company”) today announced that ReadyCap Holdings, LLC (“ReadyCap”),
an indirect subsidiary of the Company closed a private placement of $350.0 million in aggregate principal amount of its 4.50% Senior
Secured Notes due 2026 (the “Notes”). The Notes are senior secured obligations of ReadyCap. Payments of the amounts due on
the Notes are fully and unconditionally guaranteed (the “Guarantees”), at issuance, by the Company, Sutherland Partners, L.P.,
Sutherland Asset I, LLC, Ready Capital TRS I, LLC, Ready Capital Partners I, LLC, Ready Capital Subsidiary REIT I, LLC and Sutherland
Asset III, LLC (“SAIII” and collectively, the “Guarantors”). ReadyCap’s and the Guarantors’ respective
obligations under the Notes and the Guarantees are secured by a first-priority lien on the assets of SAIII and the capital stock of ReadyCap,
SAIII and certain other subsidiaries of the Company.
The Company intends to use the net proceeds from the private placement
to redeem all of ReadyCap’s outstanding 7.50% Senior Secured Notes due 2022 and for general corporate purposes.
Piper Sandler & Co. and Keefe, Bruyette & Woods,
A Stifel Company, acted as the placement agents for the offering. Clifford Chance US LLP served as counsel for the Company and
ReadyCap, and Alston & Bird LLP served as counsel for the placement agents for the offering.
The Notes and the Guarantees will not be registered under the Securities
Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an
applicable exemption from the registration requirements of the Securities Act of 1933, as amended, or any state securities laws.
This press release shall not constitute an offer to sell or the solicitation
of an offer to buy any of the Company’s securities, nor shall there be any sale of the Company’s securities in any state in
which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
state.
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-sized balance commercial loans. Ready Capital specializes
in loans backed by commercial real estate, including agency multifamily, investor and bridge as well as U.S. Small Business Administration
loans under its Section 7(a) program. Headquartered in New York, New York, Ready Capital employs over 400 lending professionals
nationwide. The company is externally managed and advised by Waterfall Asset Management, LLC.
Forward-Looking Statements
This press release contains certain forward-looking statements.
Words such as “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,”
“intend,” “should,” “could,” “would,” “may,” “potential” or the
negative of those terms or other comparable terminology are intended to identify forward-looking statements. These forward-looking statements
include statements relating to, among other things, the expected use of the net proceeds from the private placement. These forward-looking
statements are subject to the inherent uncertainties in predicting future results and conditions, many of which are beyond the control
of the Company, including, without limitation, the risk factors and other matters set forth in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2020 filed with the SEC and in its other filings with the SEC. The Company undertakes no obligation
to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except
as may be required by law.
Contacts:
Investor Relations
Ready Capital Corporation
212-257-4666
InvestorRelations@readycapital.com
Source: Ready Capital Corporation