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)
December 4, 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:
| ¨ | 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 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 ¨
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 1.01 | Entry into a Material Definitive Agreement. |
On December 4, 2019, Ready Capital Corporation (the “Company”), Sutherland Partners, L.P. (the “Operating Partnership”) and Waterfall Asset Management, LLC (“Waterfall”) entered into an underwriting agreement with Morgan Stanley & Co. LLC, UBS Securities LLC, Wells Fargo Securities, LLC and Keefe, Bruyette & Woods, Inc. (the “Underwriting Agreement”), in connection with the offer and sale by the Company to the underwriters of 6,000,000 shares of its common stock, par value $0.0001 per share, at a price of $15.30 per share. The Company received aggregate net proceeds from the offering of approximately $91.4 million after deducting offering expenses. The shares of the Company’s common stock are being offered and sold under a prospectus supplement and related prospectus filed with the U.S. Securities and Exchange Commission pursuant to a shelf registration statement onForm S-3 (File Nos. 333-219213) (the “Registration Statement”). The offering closed on December 9, 2019.
The preceding description is qualified in its entirety by reference to the underwriting agreement, a copy of which is attached hereto as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
(d)Exhibits:
| Exhibit | | |
| Number | | Description |
| 1.1 | | Underwriting Agreement, dated December 4, 2019, by and among the Company, the Operating Partnership, Waterfall, Morgan Stanley & Co. LLC, UBS Securities LLC, Wells Fargo Securities, LLC and Keefe, Bruyette & Woods, Inc. |
| 5.1 | | Opinion of Clifford Chance US LLP |
| 8.1 | | Tax opinion of Clifford Chance US LLP |
| 23.1 | | Consent of Clifford Chance US LLP (included in Exhibit 5.1) |
| 23.2 | | Consent of Clifford Chance US LLP (included in Exhibit 8.1) |
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: December 9, 2019 | | |
