UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date Earliest Event reported): May 31, 2023
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) |
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| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | 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 Redeemable 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 31, 2023, Ready Capital Corporation (“Ready Capital”) filed a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the consummation on May 31, 2023 (the “Closing Date”), of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of February 26, 2023 (the “Merger Agreement”), by and among Ready Capital, RCC Merger Sub, LLC, a wholly owned subsidiary of Ready Capital (“Merger Sub”), and Broadmark Realty Capital Inc. (“Broadmark”). Pursuant to the Merger Agreement, on the Closing Date, Broadmark merged with and into Merger Sub, with Merger Sub continuing as the surviving company (the “Merger”). This Current Report on Form 8-K/A is being filed to amend the Form 8-K filed by Ready Capital with the SEC on May 31, 2023, to provide the financial statements and pro forma financial information described below, in accordance with the requirements of Item 9.01 of Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The required audited consolidated financial statements of Broadmark as of December 31, 2022 and December 31, 2021 and for each of the years ended December 31, 2022, December 31, 2021 and December 31, 2020 and the required unaudited consolidated financial statements of Broadmark as of March 31, 2023 and for the three months then ended are filed as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.
(b) Pro Forma Financial Information.
The required unaudited pro forma condensed combined financial information with respect to the Merger is filed as Exhibit 99.3 and incorporated herein by reference.
(d) Exhibits.
Exhibit
Number | | Description |
| 2.1 | | Agreement and Plan of Merger, dated as of February 26, 2023, by and among Ready Capital Corporation, RCC Merger Sub, LLC and Broadmark Realty Capital Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC by Ready Capital Corporation on May 31, 2023) |
| | | |
| 23.1* | | Consent of Moss Adams LLP, independent registered public accounting firm (in respect of Broadmark Realty Capital Inc.) |
| | | |
| 99.1 | | Audited consolidated financial statements of Broadmark Realty Capital Inc. as of December 31, 2022 and December 31, 2021 and for each of the years ended December 31, 2022, December 31, 2021 and December 31, 2020 (incorporated by reference to the Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC by Broadmark Realty Capital Inc. on March 1, 2023) |
| | | |
| 99.2 | | Unaudited consolidated financial statements of Broadmark Realty Capital Inc. as of March 31, 2023, and for the three months then ended (incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 filed with the SEC by Broadmark Realty Capital Inc. on May 9, 2023) |
| | | |
| 99.3* | | Unaudited pro forma condensed combined financial information of Ready Capital Corporation as of March 31, 2023, and for the year ended December 31, 2022, and the three months ended March 31, 2023 |
| | | |
| 104.1 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Filed herewith
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: August 16, 2023 | | | | By: | /s/ Andrew Ahlborn |
| | | | | Name: | Andrew Ahlborn |
| | | | | Title: | Chief Financial Officer |
