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 25, 2019
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
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 per share | | RC | | New York Stock Exchange |
7.00% Convertible Senior Notes due 2023 | | RCA | | New York Stock Exchange |
6.50% Senior Notes due 2021 | | RCP | | New York Stock Exchange |
6.20% Senior Notes due 2026 | | RCB | | 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 o
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. o
Item 3.02 Unregistered Sales of Equity Securities.
On October 25, 2019, Ready Capital Corporation (the “Company”) acquired all of the outstanding membership interests of Knight Capital LLC (“Knight”), a leading technology-driven platform that provides working capital to small and medium sized businesses across all 50 states, in exchange for cash and 658,771 shares of common stock, par value $0.0001 per share, of the Company issued to the former members of Knight in a private placement transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. No general solicitation or underwriters were involved in the issuance.
The Company issued a press release on October 31, 2019 announcing the acquisition. A copy of the press release is furnished herewith as Exhibit 99.1 to this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
2
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.
| | Ready Capital Corporation |
| | | |
| | | |
| | By: | /s/ Andrew Ahlborn |
| | Name: | Andrew Ahlborn |
| | Title: | Chief Financial Officer |
Dated: October 31, 2019
3
