Ready Capital Corp (Form: 8-K, Received: 03/15/2022 06:10:18)

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): March 14, 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 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. ¨

Item 5.07. Submission of Matters to a Vote of Security Holders.

On March 14, 2022, 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 proxy statement/prospectus dated February 7, 2022 (the “Proxy Statement”). As of February 3, 2022, the record date for the Ready Capital Special Meeting, there were 84,032,793 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 53,391,340 shares were represented in person 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 Ready Capital Common Stock, (i) upon the conversion of the shares of each of the four classes of Ready Capital's Class B common stock, $0.0001 par value per share, issued in connection with the transactions contemplated by the Merger Agreement, dated as of November 3, 2021, as amended as of February 7, 2022, by and among Ready Capital, Mosaic Real Estate Credit, LLC, Mosaic Real Estate Credit TE, LLC, MREC International Incentive Split, LP, Mosaic Real Estate Credit Offshore, LP, MREC Corp Sub 1 (VO), LLC, MREC Corp Sub 2 (LA Office), LLC, MREC Corp Sub 3 (Superblock), LLC, Mosaic Special Member, LLC, Mosaic Secure Holdings, LLC, MREC Management, LLC (the “Mosaic Manager”), RC Mosaic Sub, LLC, and Sutherland Partners, L.P. (the “Operating Partnership”), as it may be further amended from time to time (the “Merger Agreement”); (ii) pursuant to the terms of the contingent equity rights representing the potential right to receive shares of Ready Capital Common Stock issued by Ready Capital in connection with the transactions contemplated by the Merger Agreement; and (iii) upon redemption of the units of limited partnership of the Operating Partnership issued to the Mosaic Manager upon the closing of the transactions contemplated by the Merger Agreement and as compensation (if and to the extent earned) for services provided to Ready Capital and the Operating Partnership subsequent to the closing of the transactions contemplated by the Merger Agreement (the shares of Ready Capital Common Stock issuable pursuant to the foregoing clauses (i), (ii) and this clause (iii), collectively, the “ Common Stock Issuance Proposal”). The Common Stock Issuance Proposal was approved as follows:

For				Against				Abstain				Broker Non-Votes
	49,934,007				1,644,596				424,197				1,388,540

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 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 Common Stock Issuance Proposal, was approved as follows:

For				Against				Abstain
	48,154,593				4,773,518				463,225

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 Proxy Statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 7, 2022, 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 Proxy Statement filed by Ready Capital with the SEC on February 7, 2022. Assuming the satisfaction of such closing conditions, Ready Capital expects the closing of the transactions contemplated by the Merger Agreement to occur on or about March 16, 2022.

Item 8.01. Other Events

On March 14, 2022, 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: March 14, 2022	By:	/s/ Andrew Ahlborn
	Name:	Andrew Ahlborn
	Title:	Chief Financial Officer

Exhibit 99.1

Ready Capital Corporation Stockholders Approve Issuance of Common Stock in Mergers with Funds Managed by MREC Management, LLC

New York, New York, March 14, 2022 / 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 (“Common Stock”) pursuant to the terms of the previously announced merger agreement pursuant to which Ready Capital has agreed to acquire via mergers (the “Mergers”) a series of privately held, real estate structured finance opportunities funds with a focus on construction lending (the “Mosaic Funds”) managed by MREC Management, LLC (the “Mosaic Manager”). Following the mergers, Ready Capital is expected to have a pro forma equity capital base in excess of $1.8 billion. The acquisition is expected to further expand Ready Capital's investment portfolio to include a diverse portfolio of construction assets with attractive portfolio yields resulting in expected earnings accretion and a reduced leverage profile.

The Mergers are expected to close on March 16, 2022, subject to customary closing conditions. As a result of the Mergers (assuming all of the Mergers are consummated), Ready Capital will acquire all of the outstanding equity interests in Mosaic Real Estate Credit, LLC (“MREC Onshore”), Mosaic Real Estate Credit TE, LLC ("MREC TE") and MREC International Incentive Split, LP (“MREC IIS” and together with MREC Onshore and MREC TE, the "Mosaic Merger Entities") in exchange for (i) an equal number of shares of each of Class B-1 Common Stock, $0.0001 par value per share (the “Class B-1 Common Stock”), Class B-2 Common Stock, $0.0001 par value per share (the “Class B-2 Common Stock”), Class B-3 Common Stock, $0.0001 par value per share (the “Class B-3 Common Stock”), and Class B-4 Common Stock, $0.0001 par value per share (the “Class B-4 Common Stock” and, together with the Class B-1 Common Stock, the Class B-2 Common Stock and the Class B-3 Common Stock, the “Class B Common Stock”), of Ready Capital, (ii) non-transferable contingent equity rights (“CERs”) representing the potential right to receive additional shares of Common Stock as of the end of the three-year period following the closing of the Mergers based upon the performance of the assets acquired by Ready Capital pursuant to the Mergers, and (iii) cash consideration in lieu of any fractional shares of Class B Common Stock.

The shares of Class B Common Stock will have dividend, distribution and other rights identical to those of the existing shares of Common Stock, except that the newly issued Class B Common Stock will not be listed on the New York Stock Exchange. The shares of Class B-1 Common Stock, Class B-2 Common Stock, Class B-3 Common Stock and Class B-4 Common Stock will automatically convert, on a one-for-one basis, into an equal number of shares of Common Stock on the first business day following the 91^st, 182^nd, 273^rd and 365^th calendar day, respectively, following the closing date of the Mergers, although Ready Capital may establish an earlier date for any such conversion.

Forward-Looking Statements

This press release includes “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 forward-looking statements are based on current assumptions, 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 these forward-looking statements will be accurate. These forward-looking statements generally can be identified by phrases such as “will,” “expects,” “anticipates,” “foresees,” “forecasts,” “estimates” or other words or phrases of similar import. It is uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they will have on the results of operations and financial condition of the combined companies. There are a number of risks and uncertainties, many of which are beyond the parties’ control, that could cause actual results to differ materially from the forward-looking statements included herein, including, but not limited to: the risk that the Mergers will not be consummated within the expected time period or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the risk that the parties may not be able to satisfy the conditions to the Mergers in a timely manner or at all; risks related to disruption of management’s attention from ongoing business operations due to the proposed Mergers; the risk that any announcements relating to the Mergers could have adverse effects on the market price of common stock of Ready Capital; the risk that the Mergers could have an adverse effect on the operating results and business of Ready Capital generally; the outcome of any legal proceedings relating to the Mergers; the ability to retain key personnel; the impact of the COVID-19 pandemic on the business and operations, financial condition, results of operations, and liquidity and capital resources of Ready Capital; conditions in the market for mortgage-related investments; changes in interest rates; changes in the yield curve; changes in prepayment rates; the availability and terms of financing; market conditions; general economic conditions; legislative and regulatory changes that could adversely affect the business of Ready Capital and the Mosaic Merger Entities; risks related to integrating a constructing lending platform; and 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. All such factors are difficult to predict, including those risks set forth in Ready Capital’s Proxy Statement/Prospectus filed with the SEC on February 7, 2022, 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-sized balance commercial loans. The Company 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, the Company employs over 600 professionals nationwide.

Contact

Investor Relations
Ready Capital Corporation
212-257-4666
InvestorRelations@readycapital.com

Additional information can be found on the Company's website at www.readycapital.com