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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): March 8, 2022
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 Exchange 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 Convertible 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. ¨
Explanatory Note
On May 20, 2021, Ready Capital Corporation (the “Company”),
Sutherland Partners L.P. (the “Operating Partnership”), and Waterfall Asset Management, LLC (the “Manager”), entered
into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc. (the “Bond Sales
Agent”), pursuant to which the Company may offer and sell, from time to time, up to $100,000,000 of the Company’s 6.20% Senior
Notes due 2026 (the “6.20% 2026 notes”) and 5.75% Senior Notes due 2026 (the “5.75% 2026 notes” and, together
with the 6.20% 2026 notes, the “Bonds”) through the Bond Sales Agent either as agent or principal (the “Bond ATM Offering”).
In addition, on July 9, 2021, the Company, the Operating Partnership
and the Manager entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with JMP Securities LLC
(the “Common Sales Agent” and, together with the Bond Sales Agent, the “Agents”), pursuant to which the Company
may sell, from time to time, shares of the Company’s common stock, par value $0.0001 per share, having an aggregate offering price
of up to $150,000,000 (the “Shares”), through the Common Sales Agent either as agent or principal (the “Common ATM Offering”).
The Bonds and Shares were initially offered pursuant to the Company’s
shelf registration statement on Form S-3 (Registration No. 333-240086), which became effective on August 4, 2020 (the “2020
Registration Statement”). On January 11, 2022, the Company filed a new registration statement on Form S-3 (the “Current
Registration Statement”), which became effective upon filing with the Securities and Exchange Commission (the “Commission”),
to replace the prior 2020 Registration Statement. On March 8, 2022, the Company filed two prospectus supplements pursuant to Rule 424(b)(3) related
to (i) the Bonds that remain unsold pursuant to the Bond ATM Offering and (ii) the Shares that remain unsold pursuant to the
Common ATM Offering. This Current Report on Form 8-K (the “Report”) is being filed to provide exhibits to be incorporated
by reference into the Current Registration Statement.
Item 1.01. Entry into a Material Definitive Agreement.
On March 8, 2022, in
connection with the filing of the new prospectus supplement related to the Shares that remain unsold pursuant to the Common ATM Offering,
the Company, the Operating Partnership and the Manager entered into an amendment (“Amendment No. 1”) to the Equity Distribution
Agreement with the Common Sales Agent to update certain defined terms so that they would refer to the Current Registration Statement and
the newly filed prospectus supplement under the Current Registration Statement.
The foregoing description
of Amendment No. 1 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment
No. 1, a copy of which is filed as Exhibit 1.1 to this Report and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Signatures
Pursuant to the requirements of the Exchange Act,
the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.
| |
READY CAPITAL CORPORATION |
| |
|
|
| Date: March 8, 2022 |
By: |
|
/s/ Andrew Ahlborn |
| |
Name: |
|
Andrew Ahlborn |
| |
Title: |
|
Chief Financial Officer |
Exhibit 1.1
FIRST AMENDMENT TO
EQUITY DISTRIBUTION AGREEMENT
This
First Amendment (this “Amendment”), dated as of March 8, 2022, to the Equity Distribution Agreement, dated as
of July 9, 2021 (the “Agreement”), is entered into by and among Ready Capital Corporation (the “Company”),
Sutherland Partners L.P. (the “Operating Partnership”), Waterfall Asset Management, LLC (the “Manager”),
and JMP Securities LLC (the “Placement Agent”). Each entity listed above a “Party” and collectively
the “Parties”.
RECITALS
A. The
Parties hereto are parties to the Agreement.
B. The
Company, the Operating Partnership, the Manager and the Placement Agent wish to amend the Agreement to modify the definition of certain
defined terms set forth in the Agreement and used therein with effect on and after March 8, 2022 (the “Effective Date”).
C. This
Amendment shall constitute an amendment to the Agreement, which shall remain in full force and effect as amended by this Amendment.
NOW, THEREFORE, in consideration of the mutual
agreement to amend the Agreement, the parties hereto, intending legally to be bound, hereby amend and modify the Agreement as of the date
hereof as follows:
1. Definitions.
Unless otherwise specified herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Agreement.
2. Representation
and Warranty. Each of the Company, the Operating Partnership and the Manager represent and warrant to the Placement Agent that this
Amendment has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company, the Operating Partnership
and the Manager, respectively.
3. Amendment
of the Agreement.
3.1 On
and after the Effective Date, the references to “Registration Statement” shall refer to the automatic shelf registration
statement (File No. 333-262104, provided that the term Registration Statement shall refer to any replacement registration statement
that is filed by the Company with the Commission upon the expiration of Registration Statement File No. 333-262104, from the effective
date of any such later registration statement), including the prospectus constituting a part of such Registration Statement (to which
references to the “base prospectus” shall refer on and after the Effective Date), filed by the Company with the Commission
on Form S-3ASR, relating to certain securities, including the Securities to be issued from time to time by the Company pursuant to
the Agreement, as of the Registration Statement’s most recent effective date, including the information (if any) deemed to be part
of the registration statement at the time of effectiveness pursuant to Rule 430A and Rule 430B under the Securities Act.
3.2 On
and after the Effective Date, the references to “Prospectus Supplement” shall refer to the final prospectus supplement,
relating to the Securities to be issued from time to time by the Company pursuant to the Agreement, filed by the Company with the Commission
pursuant to Rule 424(b) under the Securities Act (currently the prospectus supplement filed with the Commission on the date
hereof related to the Securities, provided that the term Prospectus Supplement shall include any replacement prospectus supplement that
is filed with the Commission relating to any replacement Registration Statement from the date of filing of any such later prospectus supplement),
in the form furnished by the Company to the Placement Agent in connection with the offering of the Securities.
3.3 On
and after the Effective Date, Section 5(a)(40) of the Agreement is hereby deleted and replaced in its entirety with the following:
(40) Sanctions.
(i) None of the Company, any of its Subsidiaries, or
any director, officer, or employee thereof, or, to the knowledge of the Company and the Operating Partnership, any agent, affiliate or
representative of the Company or any of its Subsidiaries, is an individual or entity (“Person”) that is, or is owned or controlled
by one or more Persons that are:
(A) the subject of any sanctions administered or enforced
by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union,
Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”); or
(B) located, organized or resident in a country or territory
that is the subject of Sanctions (including, without limitation, Cuba, Iran, North Korea, Syria, the so-called Donetsk People’s
Republic or so-called Luhansk People’s Republic and the Crimea region of Ukraine).
(ii) The Company will not, directly or indirectly, use
the proceeds from the sale of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any Subsidiary,
joint venture partner or other Person:
(A) to fund or facilitate any activities or business
of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or
(B) in any other manner that will result in a violation
of Sanctions by any Person (including any Person participating in the offering of the Securities, whether as underwriter, advisor, investor
or otherwise).
3.4 Notwithstanding
anything to the contrary contained herein, this Amendment shall not have any effect on offerings or sales of Securities prior to the Effective
Date or on the terms of the Agreement, and the rights and obligations of the parties thereunder, insofar as they relate to such offerings
or sales, including, without limitation, the representations, warranties and agreements (including the indemnification and contribution
provisions), as well as the definitions of “Registration Statement,” “base prospectus” and “Prospectus Supplement,”
contained in the Agreement prior to the Effective Date.
4. Governing
Law and Time. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. SPECIFIED TIMES
OF DAY REFER TO NEW YORK CITY TIME.
5. Entire
Agreement. The Agreement, as amended by this Amendment, represents the entire agreement between the Company, the Manager, the Operating
Partnership, and the Placement Agent with respect to the preparation of any Registration Statement, Prospectus Supplement or the Prospectus,
the conduct of the offering and the sale and distribution of the Securities.
6. Counterparts.
This Amendment may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.
[SIGNATURES FOLLOW ON NEXT PAGES]
IN WITNESS WHEREOF, the Parties
have each executed this Amendment as of the date appearing on the first page of this Amendment.
READY CAPITAL CORPORATION,
| |
By: |
/s/ Andrew Ahlborn |
|
| |
Name: Andrew Ahlborn |
|
| |
Title: Chief Financial Officer |
|
SUTHERLAND PARTNERS, L.P.
| |
By: |
/s/ Andrew Ahlborn |
|
| |
Name: Andrew Ahlborn |
|
| |
Title: Chief Financial Officer |
|
WATERFALL ASSET MANAGEMENT LLC
| |
By: |
/s/ Thomas Capasse |
|
| |
Name: Thomas Capasse |
|
| |
Title: Managing Partner |
|
[Signature page to First Amendment to Equity Distribution
Agreement]
CONFIRMED AND ACCEPTED, as of the date first above written:
JMP SECURITIES LLC
| |
By: |
/s/ Tosh Chandra |
|
| |
Name: Tosh Chandra |
|
| |
Title: Managing Director |
|
[Signature
page to First Amendment to Equity Distribution Agreement]
Exhibit 5.1
90 Park Avenue
New York, NY 10016
202-239-3300 | Fax: 202-239-3333
March 8, 2022
Ready Capital Corporation
1251 Avenue of the Americas
50th Floor
New York, NY 10020
| Re: | Ready Capital Corporation - Registration Statement on Form S-3ASR |
| | (Registration Statement No. 333-262104) |
Ladies and Gentlemen:
We have acted as counsel to
Ready Capital Corporation, a Maryland corporation (the “Company”), in connection with a registration statement on Form S-3
(File No. 333-262104) (the registration statement, including all information deemed to be a part thereof at the time such registration
statement became effective, is herein referred to as the “Registration Statement”), filed by the Company with the Securities
and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).
We are furnishing this letter to you pursuant to Item 16 of the Commission’s Form S-3 and Item 601(b)(5) of the Commission’s
Regulation S-K, in connection with the offer and sale, from time to time, by the Company of up to $100,000,000 aggregate principal amount
of its 6.20% Senior Notes due 2026 and 5.75% Senior Notes due 2026 (collectively, the “Notes”) pursuant to the Company’s
base prospectus, dated January 11, 2022 (the “Base Prospectus”), included in the Registration Statement, and the related
prospectus supplement, dated March 8, 2022 (together with the Base Prospectus, the “Prospectus Supplement”). The Notes
may be issued and sold in accordance with an At Market Issuance Sales Agreement, dated May 20, 2021 (the “Sales Agreement”),
by and among the Company, Sutherland Partners, L.P., a Delaware limited partnership, Waterfall Asset Management, LLC, a Delaware limited
liability company, and B. Riley Securities, Inc., and will be governed by an Indenture, dated as of August 9, 2017 (the “Base
Indenture”), as supplemented by the Third Supplemental Indenture, dated as of February 26, 2019, the Fourth Supplemental Indenture,
dated as of July 22, 2019 and the Fifth Supplemental Indenture, dated as of February 10, 2021, (the “Supplemental Indentures”
and, together with the Base Indenture, the “Indenture”), each by and between the Company and U.S. Bank National Association.
In rendering the opinion expressed
below, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of the Registration
Statement, the Indenture, the Notes and certain resolutions of the board of directors of the Company, relating to the transactions contemplated
by the Sales Agreement and other related matters. As to factual matters relevant to the opinion set forth below, we have relied upon certificates
of officers of the Company and public officials and representations and warranties of the parties set forth in the Sales Agreement.
Based on, and subject to,
the foregoing, the qualifications and assumptions set forth herein and such other examination of law as we have deemed necessary, we are
of the opinion that the Notes will be valid and binding obligations of the Company when issued, enforceable against the Company in accordance
with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar
laws relating to or affecting enforcement of creditors’ rights generally, or by general principles of equity (regardless of whether
enforcement is considered in a proceeding in equity or at law).
The opinion set forth in this
letter relates only to the laws of the State of New York and the Maryland General Corporation Law. We express no opinion as to the laws
of another jurisdiction and we assume no responsibility for the applicability, or effect of the law of any other jurisdiction.
We consent to the filing of
this opinion as Exhibit 5.1 to a Current Report on Form 8-K that shall be incorporated by reference into the Registration Statement
and to the reference to us under the caption “Legal Matters” in the prospectus supplement which is a part of the Registration
Statement. In giving this consent, we do not concede that we are within the category of persons whose consent is required under the Securities
Act or the rules and regulations of the Commission promulgated thereunder.
| |
Very truly yours, |
| |
|
| |
/s/ Alston & Bird LLP |
Exhibit 5.2
90 Park Avenue
New York, NY 10016
212-210-9400 | Fax: 212-210-9444
March 8, 2022
Ready Capital Corporation
1251 Avenue of the Americas
50th Floor
New York, NY 10020
| Re: | Ready Capital Corporation - Registration Statement on Form S-3ASR |
| | (Registration Statement No. 333-262104) |
Ladies and Gentlemen:
We
have acted as counsel to Ready Capital Corporation, a Maryland corporation (the “Company”), in connection with a registration
statement on Form S-3 (File No. 333-262104) (the registration statement, including all information deemed to be a part thereof
at the time such registration statement became effective, is herein referred to as the “Registration Statement”), filed by
the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the
“Securities Act”). We are furnishing this letter to you pursuant to Item 16 of the Commission’s Form S-3 and Item
601(b)(5) of the Commission’s Regulation S-K, in connection with the offer and sale, from time to time, by the Company of shares
of the Company’s common stock, par value $0.0001 per share, having an aggregate gross sales price of up to $150,000,000 (the “Shares”),
pursuant to the Company’s base prospectus, dated January 11, 2022 (the “Base Prospectus”), included in the Registration
Statement, and the related prospectus supplement, dated March 8, 2022 (together with the Base Prospectus, the “Prospectus
Supplement”). The Shares may be issued and sold in accordance with the terms of the Equity Distribution Agreement, dated July 9,
2021 (as amended on March 8, 2022, the “Equity Distribution Agreement”), by and between the Company, Waterfall Asset
Management, LLC, a Delaware limited liability company, Sutherland Partners, L.P., a Delaware limited partnership and JMP Securities LLC
as Sales Agent named therein.
In
the capacity described above, we have considered such matters of law and of fact, including the examination of originals or copies, certified
or otherwise identified to our satisfaction, of such records and documents of the Company, including, without limitation, the Registration
Statement, the Prospectus Supplement, resolutions adopted by the board of directors of the Company and the organizational documents of
the Company, certificates of officers and representatives (who, in our judgment, are likely to know the facts upon which the opinion or
confirmation will be based) of the Company, certificates of public officials, and such other documents as we have deemed appropriate as
a basis for the opinions hereinafter set forth. We also have made such further legal and factual examinations and investigations as we
deemed necessary for purposes of expressing the opinion set forth herein. We have assumed that the Shares will not be issued or transferred
in violation of the restrictions or limitations contained in the Company’s charter.
As
to certain factual matters relevant to this opinion letter, we have relied upon the representations and warranties made in the agreements
and other documents entered into or to be entered into by the Company in connection with the issuance of the Shares, including, without
limitation, the Equity Distribution Agreement, certificates and statements of responsible officers of the Company, and certificates of
public officials. Except to the extent expressly set forth herein, we have made no independent investigations with regard thereto, and,
accordingly, we do not express any opinion or belief as to matters that might have been disclosed by independent verification.
In
our examination of the relevant documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons,
the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic
original documents of all documents submitted to us as copies (including telecopies). This opinion letter is given, and all statements
herein are made, in the context of the foregoing.
Our
opinion set forth below is limited to the laws of the State of Maryland, applicable provisions of the Constitution of the State of Maryland,
and reported judicial decisions interpreting such laws and Constitution that, in our professional judgment, are normally applicable to
transactions of the type contemplated by the Equity Distribution Agreement, and we do not express any opinion herein concerning any other
laws.
Based
upon the foregoing, and subject, in all respects, to the assumptions, qualifications, and limitations set forth in this opinion letter,
it is our opinion that:
(1) The
issuance of the Shares has been duly authorized and, upon due execution and delivery of the Equity Distribution Agreement by the parties
thereto, and upon issuance and delivery of the Shares against full payment therefor as provided in the Equity Distribution Agreement,
the Shares will be validly issued, fully paid, and non-assessable.
This
opinion letter is provided for use solely in connection with the transactions contemplated by the Registration Statement and Prospectus
Supplement, and may not be used, circulated, quoted, or otherwise referred to or relied upon for any other purpose without our prior written
consent, which may be granted or withheld in our sole discretion. The only opinion rendered by us consists of those matters set forth
in the paragraph numbered (1) above, and no opinion may be implied or inferred beyond the opinion expressly stated. Our opinion expressed
herein is as of the date hereof, and we undertake no obligation to advise you of any changes in applicable law or any other matters that
may come to our attention after the date hereof that may affect our opinion expressed herein.
We
hereby consent to the filing of this opinion letter as Exhibit 5.1 to a Current Report on Form 8-K, which will be incorporated
by reference into the Registration Statement, and to the reference to this law firm under the caption “Legal Matters” in the
Prospectus Supplement constituting a part of the Registration Statement. In giving this consent, we do not thereby admit that we are an
“expert” within the meaning of the Securities Act of 1933, as amended.
| |
Very truly yours, |
| |
|
| |
/s/ Alston & Bird LLP |
Exhibit 8.1
90 Park Avenue
New York, NY 10016
212-210-9400 | Fax: 212.210.9444
March 8, 2022
|
Ready Capital Corporation
1251 Avenue of the Americas, 50th Floor
New York, NY 10020 |
|
Ladies and Gentlemen:
We
have acted as counsel to Ready Capital Corporation, a Maryland corporation (the “Company”), in connection with the offering,
issuance and sale by the Company of up to an aggregate principal amount of $100 million of the Company's 6.20% Senior Notes due 2026 (the
"July 2026 Notes") and the Company's 5.75% Senior Notes due 2026 (the "February 2026 Notes" and together with the
July 2026 Notes, the "ATM Notes") pursuant to a Registration Statement on Form S-3 (File No. 333-262104) (including the prospectus
included therein, the "Registration Statement") filed on January 11, 2022, and the related prospectus supplement dated March
8, 2022 (together with any amendments thereto, the "Prospectus Supplement," and together with the Registration Statement, the
"Prospectus"), filed by the Company with the Securities and Exchange Commission (the "SEC") under the Securities Act
of 1933, as amended, and an at the market issuance sale agreement, dated May 20, 2021 (the "Sales Agreement"), by and among
the Company, Waterfall Asset Management, LLC, a Delaware limited liability company (the "Manager"), Sutherland Partners, L.P.,
a Delaware limited partnership (the "Operating Partnership") and B. Riley Securities, Inc. (the "Agent").
You
have requested our opinion regarding (i) the qualification of the Company as a real estate investment trust (a "REIT") under
the Internal Revenue Code of 1986, as amended (the "Code") and (ii) the statements in the Registration Statement under the caption
“U.S. Federal Income Tax Considerations,” as modified and supplemented by the statements in the Prospectus Supplement under
the caption "Additional U.S. Federal Income Tax Considerations," to the extent they describe applicable U.S. federal income
tax law. Except as otherwise indicated, capitalized terms used in this opinion letter have the meanings given to them in the Prospectus.
In connection with the
opinions set forth in this letter, we have made such legal and factual inquiries as we have deemed necessary or appropriate,
including examination of the Articles of Amendment and Restatement of the Company, the bylaws of the Company, the Prospectus, and
such other documents, records and instruments as we have deemed necessary in order to enable us to render the opinion referred to in
this letter (the “Reviewed Documents”). In addition, we have been provided with, and we are relying upon, a certificate
(the “Certificate of Representations”) containing certain factual representations and covenants of officers of the
Company, the Operating Partnership, and the Manager, relating to, among other things, the actual and proposed operations of the
Company (including the actual operations of the companies that have merged with or into the Company) and the entities in which it
holds direct or indirect interests. For purposes of our opinion, however, we have not made an independent investigation of the
facts, representations and covenants set forth in the Reviewed Documents and the Certificate of Representations. In particular, we
note that the Company has engaged in transactions in connection with which we have not provided legal advice, and have not reviewed,
and of which we may be unaware. We have assumed and relied on the representations that the information presented in the Reviewed
Documents and the Certificate of Representations accurately and completely describes all material facts relevant to our opinion. We
have assumed that all statements, representations and covenants set forth in the Reviewed Documents and the Certificate of
Representations are true without regard to any qualification as to knowledge or belief. Where
such representations and covenants involve terms defined in the Code or the Treasury Regulations thereunder (the
“Regulations”), published rulings of the Internal Revenue Service (the “Service”), or other relevant
authority, we have reviewed with the individual making such representations or covenants the relevant provisions of the Code, the
applicable Regulations, the published rulings of the Service, and other relevant authority. We are not, however, aware of any facts
inconsistent with the representations contained in the Certificate of Representations or the facts in the Reviewed Documents. Our
opinion is conditioned on the continuing accuracy and completeness of such statements, representations and covenants. Any material
change or inaccuracy in the facts referred to, set forth, or assumed herein, in the Reviewed Documents or in the Certificate of
Representations may affect our opinion set forth herein.
| Alston & Bird LLP | |
www.alston.com |
Atlanta
| Beijing | Brussels | Charlotte | Dallas | Fort Worth | London | Los Angeles | New York | Raleigh | San Francisco | Silicon Valley |
Washington, D.C.
Page 2
In rendering the opinion set
forth herein, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures thereon,
the legal capacity of natural persons executing such documents and the conformity to authentic original documents of all documents submitted
to us as copies.
Based upon, subject to, and
limited by the assumptions and qualifications set forth herein and in the Prospectus, we are of the opinion that:
| (i) | Commencing with its taxable year ended on December 31, 2017, the Company has been organized and operated
in conformity with the requirements for qualification and taxation as a REIT under the Code, and its proposed method of operation as described
in the Prospectus and as set forth in the Certificate of Representations will enable it to continue to meet the requirements for qualification
and taxation as a REIT under the Code; and |
| (ii) | The statements in the Registration Statement under the caption "U.S. Federal Income Tax Considerations,"
as modified and supplemented by the statements in the Prospectus Supplement under the caption "Additional U.S. Federal Income Tax
Considerations," to the extent they summarize or describe applicable U.S. federal income tax law or legal conclusions, are correct
in all material respects. |
The
Company’s qualification as a REIT depends on the Company’s ongoing satisfaction of the various requirements under the Code
and described in the Registration Statement under the caption “U.S. Federal Income Tax Considerations,” relating to, among
other things, the nature of the Company’s gross income, the composition of the Company’s assets, the level of distributions
to the Company’s shareholders, and the diversity of the Company’s ownership. Alston & Bird LLP will not review the Company’s
compliance with these requirements on a continuing basis. No assurances can be given that the Company will satisfy these requirements.
In addition, the opinion set forth above does not foreclose the possibility that the Company may have to pay a deficiency dividend, or
an excise or penalty tax, which could be significant in amount, in order to maintain its REIT qualification.
An
opinion of counsel merely represents counsel’s best judgment with respect to the probable outcome on the merits and is not
binding on the Service or the courts. There can be no assurance that positions contrary to our opinion will not be taken by the
Service or that a court considering the issues would not hold contrary to such opinion.
Page 3
The
opinions expressed herein are given as of the date hereof and are based upon the Code, the Regulations promulgated thereunder, current
administrative positions of the Service, and existing judicial decisions, any of which could be changed at any time, possibly on a retroactive
basis. Any such changes could adversely affect the opinions rendered herein. In addition, as noted above, our opinion is based solely
on the documents that we have examined and the representations that have been made to us, and cannot be relied upon if any of the facts
contained in such documents or in such additional information is, or later becomes, inaccurate or if any of the representations made to
us is, or later becomes, inaccurate. Finally, our opinion is limited to the U.S. federal income tax matters specifically covered herein,
and we have not opined on any other tax consequences to the Company or any other person, and we express no opinion with respect to other
federal laws, the laws of any other jurisdiction, the laws of any state or as to any matters of municipal law or the laws of any other
local agencies within any state.
This opinion letter is provided
to you for your use solely in connection with the offering of the ATM Notes and may not be used, circulated, quoted or otherwise referred
to or relied upon by any other person or for any other purpose without our express written consent or used in any other transaction or
context. No opinion other than that expressly contained herein may be inferred or implied. This opinion letter is rendered as of the date
hereof and we make no undertaking, and expressly disclaim any duty, to supplement or update this opinion letter, if, after the date hereof,
facts or circumstances come to our attention or changes in the law occur which could affect such opinion.
We hereby consent to the filing
of this opinion letter as Exhibit 8.1 to a Current Report on Form 8-K, which will be incorporated by reference into the Prospectus, and
to the reference to this firm under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not hereby
admit that we are an “expert” within the meaning of the Securities Act of 1933, as amended.
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Very truly yours, |
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|
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/s/ Alston & Bird LLP |
Exhibit 8.2
90 Park Avenue
New York, NY 10016
212-210-9400 | Fax: 212.210.9444
March 8, 2022
|
Ready Capital Corporation
1251 Avenue of the Americas, 50th Floor
New York, NY 10020 |
|
Ladies and Gentlemen:
We
have acted as counsel to Ready Capital Corporation, a Maryland corporation (the “Company”), in connection with the offer
and sale by the Company of shares of the Company’s common stock, par value $0.0001 per share, having an aggregate gross sales
price of up to $150,000,000, for issuance pursuant to a registration statement on Form S-3 (File No. 333-262104) (including the
prospectus included therein, the "Registration Statement") filed on January 11, 2022, and the related prospectus
supplement dated March 8, 2022 (the "Prospectus Supplement," and together with the Registration Statement, the
"Prospectus"), filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, and to be sold in accordance with the terms of the Equity Distribution Agreement, dated July 9, 2021 (as amended on March
8, 2022, the “Equity Distribution Agreement”), by and between the Company, Waterfall Asset Management, LLC, a Delaware
limited liability company (the "Manager"), Sutherland Partners, L.P., a Delaware limited partnership (the "Operating
Partnership") and JMP Securities LLC as Sales Agent named therein.
You
have requested our opinion regarding (i) the qualification of the Company as a real estate investment trust (a "REIT") under
the Internal Revenue Code of 1986, as amended (the "Code") and (ii) the statements in the Registration Statement under the caption
“U.S. Federal Income Tax Considerations” to the extent they describe applicable U.S. federal income tax law. Except as otherwise
indicated, capitalized terms used in this opinion letter have the meanings given to them in the Prospectus.
In connection with the opinions
set forth in this letter, we have made such legal and factual inquiries as we have deemed necessary or appropriate, including examination
of the Articles of Amendment and Restatement of the Company, the bylaws of the Company, the Registration Statement, and such other documents,
records and instruments as we have deemed necessary in order to enable us to render the opinion referred to in this letter (the “Reviewed
Documents”). In addition, we have been provided with, and we are relying upon, a certificate (the “Certificate of Representations”)
containing certain factual representations and covenants of officers of the Company, the Operating Partnership, and the Manager, relating
to, among other things, the actual and proposed operations of the Company (including the actual operations of the companies that have
merged with or into the Company) and the entities in which it holds direct or indirect interests. For purposes of our opinion, however,
we have not made an independent investigation of the facts, representations and covenants set forth in the Reviewed Documents and the
Certificate of Representations. In particular, we note that the Company has engaged in transactions in connection with which we have not
provided legal advice, and have not reviewed, and of which we may be unaware. We have assumed and relied on the representations that the
information presented in the Reviewed Documents and the Certificate of Representations accurately and completely describes all material
facts relevant to our opinion. We have assumed that all statements, representations and covenants set forth in the Reviewed Documents
and the Certificate of Representations are true without regard to any qualification as to knowledge or belief. Where such representations
and covenants involve terms defined in the Code or the Treasury Regulations thereunder (the “Regulations”), published rulings
of the Internal Revenue Service (the “Service”), or other relevant authority, we have reviewed with the individual making
such representations or covenants the relevant provisions of the Code, the applicable Regulations, the published rulings of the Service,
and other relevant authority. We are not, however, aware of any facts inconsistent with the representations contained in the Certificate
of Representations or the facts in the Reviewed Documents. Our opinion is conditioned on the continuing accuracy and completeness of such
statements, representations and covenants. Any material change or inaccuracy in the facts referred to, set forth, or assumed herein, in
the Reviewed Documents or in the Certificate of Representations may affect our opinion set forth herein.
| Alston & Bird LLP | |
www.alston.com |
Atlanta
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Page 2
In rendering the opinion set
forth herein, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures thereon,
the legal capacity of natural persons executing such documents and the conformity to authentic original documents of all documents submitted
to us as copies.
Based upon, subject to, and
limited by the assumptions and qualifications set forth herein and in the Prospectus, we are of the opinion that:
| (i) | Commencing with its taxable year ended on December 31, 2017, the Company has been organized and operated
in conformity with the requirements for qualification and taxation as a REIT under the Code, and its proposed method of operation as described
in the Prospectus and as set forth in the Certificate of Representations will enable it to continue to meet the requirements for qualification
and taxation as a REIT under the Code; and |
| (ii) | The statements in the Registration Statement under the caption "U.S. Federal Income Tax Considerations,"
to the extent they summarize or describe applicable U.S. federal income tax law or legal conclusions, are correct in all material respects. |
The
Company’s qualification as a REIT depends on the Company’s ongoing satisfaction of the various requirements under the Code
and described in the Registration Statement under the caption “U.S. Federal Income Tax Considerations,” relating to, among
other things, the nature of the Company’s gross income, the composition of the Company’s assets, the level of distributions
to the Company’s shareholders, and the diversity of the Company’s ownership. Alston & Bird LLP will not review the Company’s
compliance with these requirements on a continuing basis. No assurances can be given that the Company will satisfy these requirements.
In addition, the opinion set forth above does not foreclose the possibility that the Company may have to pay a deficiency dividend, or
an excise or penalty tax, which could be significant in amount, in order to maintain its REIT qualification.
An
opinion of counsel merely represents counsel’s best judgment with respect to the probable outcome on the merits and is not binding
on the Service or the courts. There can be no assurance that positions contrary to our opinion will not be taken by the Service or that
a court considering the issues would not hold contrary to such opinion.
The
opinions expressed herein are given as of the date hereof and are based upon the Code, the Regulations promulgated thereunder, current
administrative positions of the Service, and existing judicial decisions, any of which could be changed at any time, possibly on a retroactive
basis. Any such changes could adversely affect the opinions rendered herein. In addition, as noted above, our opinion is based solely
on the documents that we have examined and the representations that have been made to us, and cannot be relied upon if any of the facts
contained in such documents or in such additional information is, or later becomes, inaccurate or if any of the representations made to
us is, or later becomes, inaccurate. Finally, our opinion is limited to the U.S. federal income tax matters specifically covered herein,
and we have not opined on any other tax consequences to the Company or any other person, and we express no opinion with respect to other
federal laws, the laws of any other jurisdiction, the laws of any state or as to any matters of municipal law or the laws of any other
local agencies within any state.
This opinion letter is provided
to you for your use solely in connection with the offering of the Shares and may not be used, circulated, quoted or otherwise referred
to or relied upon by any other person or for any other purpose without our express written consent or used in any other transaction or
context. No opinion other than that expressly contained herein may be inferred or implied. This opinion letter is rendered as of the date
hereof and we make no undertaking, and expressly disclaim any duty, to supplement or update this opinion letter, if, after the date hereof,
facts or circumstances come to our attention or changes in the law occur which could affect such opinion.
We hereby consent to the filing
of this opinion letter as Exhibit 8.1 to a Current Report on Form 8-K, which will be incorporated by reference into the Registration Statement,
and to the reference to this firm under the caption “Legal Matters” in the Prospectus constituting a part of the Registration
Statement. In giving this consent, we do not hereby admit that we are an “expert” within the meaning of the Securities Act
of 1933, as amended.
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Very truly yours, |
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|
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/s/ Alston & Bird LLP |