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): May 10, 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 |
| 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 3.03 | Material Modification of Rights of Security Holders. |
As previously disclosed, on March 16, 2022 (the “Closing Date”), pursuant to the terms of that certain Merger Agreement, dated as of November 3, 2021, as amended on February 7, 2022 (the “Merger Agreement”), by and among Ready Capital Corporation (“Ready Capital”), Mosaic Real Estate Credit, LLC (“MREC”), Mosaic Real Estate Credit TE, LLC (“MREC TE”), MREC International Incentive Split, LP (“MREC IIS”), RC Mosaic Sub, LLC (“Merger Sub”), and the other parties thereto, each of MREC, MREC TE and MREC IIS merged with and into Merger Sub (the “Mergers”), with Merger Sub continuing as the surviving entity of each Merger.
Upon the closing of the Mergers, the holders of the outstanding equity interests in MREC, MREC TE and MREC IIS received, in addition to other consideration set forth in the Merger Agreement, 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.
Pursuant to the terms of the Articles Supplementary to Ready Capital’s charter (the “Charter”) establishing the terms of the Class B Common Stock (the “Articles Supplementary”), the issued and outstanding 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 Ready Capital’s common stock, par value $0.0001 per share (the “Common Stock”) as of the close of business on the first business day following the 91st, 182nd, 273rd and 365th calendar day, respectively, following the Closing Date, subject to the board of directors of Ready Capital (the “Board”) establishing an earlier date and time for any such conversion. The shares of Common Stock are listed on the New York Stock Exchange under the ticker “RC.”
On May 10, 2022, pursuant to the terms of the Articles Supplementary, the Board determined that each issued and outstanding share of Class B Common Stock will automatically convert, on a one-for-one basis, into an equal number of shares of Common Stock, effective as of 5:00 p.m., Eastern Time on May 11, 2022 (the “Conversion”). On May 11, 2022, Ready Capital will file a Certificate of Notice (the “Certificate”) with the State Department of Assessments and Taxation of Maryland (the “SDAT”) establishing that each issued and outstanding share of Class B Common Stock will automatically convert, on a one-for-one basis, into an equal number of shares of Common Stock at 5:00 p.m., Eastern Time on May 11, 2022.
The foregoing description of the Certificate does not purport to be complete and is qualified in its entirety by reference to the text of the Certificate, a copy of which is filed as Exhibit 3.1 hereto.
On May 10, 2022, pursuant to Section 6.2 of the Charter, the Board determined that, following the Conversion, each share of Class B Common Stock, all of which will be unissued following the Conversion, shall be reclassified and designated as shares of Common Stock, having the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption of the Common Stock as set forth in the Charter. On May 11, 2022, Ready Capital will file Articles Supplementary to the Charter (the “Reclassification Articles Supplementary”) with the SDAT, to provide for the reclassification of each share of Class B Common Stock as shares of Common Stock, effective as of 5:05 p.m., Eastern Time on May 11, 2022. As a result of the foregoing reclassification of the Class B Common Stock, the Charter will provide that Ready Capital has the authority to issue up to 550,000,000 shares of stock, consisting of (i) 500,000,000 shares of common stock, $0.0001 par value per share, and (ii) 50,000,000 shares of preferred stock, $0.0001 par value per share, of which (a) 140 shares have been classified and designated as 12.5% Series A Cumulative Non-Voting Preferred Stock, $0.0001 par value per share, (b) 779,743 shares have been classified and designated as 6.25% Series C Cumulative Convertible Preferred Stock, par value $0.0001 per share and (c) 4,600,000 shares have been classified and designated as 6.50% Series E Cumulative Redeemable Preferred Stock, $0.0001 par value per share.
The foregoing description of the Reclassification Articles Supplementary does not purport to be complete and is qualified in its entirety by reference to the text of the Reclassification Articles Supplementary, a copy of which is filed as Exhibit 3.2 hereto.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 11, 2022, Ready Capital will file the Certificate with the SDAT. The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
On May 11, 2022, Ready Capital will file the Reclassification Articles Supplementary with the SDAT. The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit | Description | |
| 3.1 | Certificate of Notice, dated May 11, 2022 | |
| 3.2 | Articles Supplementary, reclassifying and designating the Company’s Class B-1 Common Stock, Class B-2 Common Stock, Class B-3 Common Stock and Class B-4 Common Stock as Common Stock. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: May 10, 2022 | By: | /s/ Andrew Ahlborn |
| Name: | Andrew Ahlborn | |
| Title: | Chief Financial Officer | |
Exhibit 3.1
READY CAPITAL CORPORATION
CERTIFICATE OF NOTICE
THIS IS TO CERTIFY THAT:
FIRST: The Board of Directors (the “Board”) of Ready Capital Corporation., a Maryland corporation (the “Company”), acting pursuant to the charter of the Company (the “Charter”), including the Articles Supplementary filed with the Maryland State Department of Assessments and Taxation on March 16, 2022, setting forth the terms of the 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 the Company, has established 5:00 p.m., Eastern Time, on May 11, 2022, as the date and time at which all of the issued and outstanding shares of Class B Common Stock shall automatically, and without any action on the part of the holder thereof, convert, on a one-for-one basis, into an equal number of shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company.
SECOND: The undersigned officer acknowledges this Certificate of Notice to be the corporate act of the Company and as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that to the best of such officer’s knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
IN WITNESS WHEREOF, the Company has caused this Certificate of Notice to be signed in its name and on its behalf by its Chief Executive Officer and attested to by its Chief Financial Officer on this 11th day of May, 2022.
| ATTEST: | READY CAPITAL CORPORATION |
| /s/ Andrew Ahlborn | By: | /s/ Thomas E. Capasse |
| Name: Andrew Ahlborn | Name: Thomas E. Capasse |
| Title: Chief Financial Officer | Title: Chief Executive Officer |
Exhibit 3.2
READY CAPITAL CORPORATION
ARTICLES SUPPLEMENTARY
Ready Capital Corporation, a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: Under a power contained in Section 6.2 of Article VI of the charter of the Corporation (the “Charter”), the Board of Directors of the Corporation (the “Board”), by duly adopted resolutions, reclassified and designated all of the: (i) 7,570,000 authorized shares of Class B-1 Common Stock, $0.0001 par value per share (the “Class B-1 Common Shares”), of the Corporation, (ii) 7,570,000 authorized shares of Class B-2 Common Stock, $0.0001 par value per share (the “Class B-2 Common Shares”), of the Corporation, (iii) 7,570,000 authorized shares of Class B-3 Common Stock, $0.0001 par value per share (the “Class B-3 Common Shares”), of the Corporation and (iv) 7,570,000 authorized shares of Class B-4 Common Stock, $0.01 par value per share (the “Class B-4 Common Shares”, and together with the Class B-1 Common Shares, Class B-2 Common Stock and Class B-3 Common Stock, the “Class B Common Shares”), of the Corporation), all of which are currently unissued, as shares of common stock, $0.0001 par value per share (the “Common Stock”), having the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption of the Common Stock as set forth in the Charter. There has been no increase in the authorized shares of stock of the Corporation effected by these Articles Supplementary.
SECOND: The Class B Common Shares have been reclassified and designated by the Board under the authority contained in the Charter.
THIRD: These Articles Supplementary have been approved by the Board in the manner and by the vote required by law.
FOURTH: These Articles Supplementary shall become effective at 5:05 p.m. Eastern Time, on May 11, 2022.
FIFTH: The undersigned acknowledges these Articles Supplementary to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be signed in its name and on its behalf by its Chief Executive Officer and attested to by its Chief Financial Officer, on this 11th day of May, 2022.
| ATTEST: | READY CAPITAL CORPORATION |
| /s/ Andrew Ahlborn | By: | /s/ Thomas E. Capasse |
| Name: Andrew Ahlborn | Name: Thomas E. Capasse |
| Title: Chief Financial Officer | Title: Chief Executive Officer |
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