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EX-99.1 - EXHIBIT 99.1 - Ready Capital Corptm201385d1_ex99-1.htm
EX-5.1 - EXHIBIT 5.1 - Ready Capital Corptm201385d1_ex5-1.htm

 

 

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)
January 7, 2020

 

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

7.00% Convertible Senior Notes due 2023

6.50% Senior Notes due 2021

6.20% Senior Notes due 2026 

RC

RCA

RCP

RCB 

New York Stock Exchange

New York Stock Exchange

New York Stock Exchange

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 8.01 Other Events

 

As previously reported on a Form 8-K filed on December 9, 2019, Ready Capital Corporation (the “Company”), Sutherland Partners, L.P. (the “Operating Partnership”) and Waterfall Asset Management, LLC (“Waterfall”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, UBS Securities LLC, Wells Fargo Securities, LLC and Keefe, Bruyette & Woods, Inc. (the “Underwriters”), 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. On January 2, 2020, the Underwriters fully exercised their option to purchase an additional 900,000 shares of the Company’s common stock in accordance with the terms of the Underwriting Agreement, and the issuance of such shares was completed on January 7, 2020.

 

Item 9.01.Financial Statements and Exhibits

 

(d) Exhibits:

 

Exhibit    
Number   Description
5.1   Opinion of Clifford Chance US LLP (including consent of such firm)
23.1   Consent of Clifford Chance US LLP (included in Exhibit 5.1)
99.1   Press Release, dated January 7, 2020

 

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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: January 7, 2019    

 

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