Ready Capital Corp. Enters Material Agreement

TL;DR

RC entered a material agreement for Series C Preferred Stock on 11/29.

AI Summary

On November 29, 2024, Ready Capital Corp. entered into a material definitive agreement related to its Series C Preferred Stock. The filing also includes financial statements and exhibits, with the report being filed on December 2, 2024.

Why It Matters

This filing indicates a significant contractual development for Ready Capital Corp., potentially impacting its preferred stock structure and financial obligations.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new financial obligations or strategic shifts that carry inherent risks.

Key Players & Entities

• Ready Capital Corp. (company) — Filer
• Series C Preferred Stock (company) — Subject of material agreement
• November 29, 2024 (date) — Date of material agreement
• December 2, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value RC New York Stock Exchange
• $0 — ement, the "Exchange Ratio"), par value $0.0001, of Ready Capital ("Ready Capital
• $13.3 m — ortfolio Loans, initially approximately $13.3 million, but subject to increase if furth
• $75,000,000 m — up to but not exceeding the sum of (i) $75,000,000 minus (ii) the amount of UDF IV's regular
• $15,000,000 — h and cash equivalents of not less than $15,000,000 plus the amount of any Proceeds (as def
• $1,000,000 — eady Capital for certain expenses up to $1,000,000. In addition, in the event of a termina
• $4,000,000 — y to Ready Capital a termination fee of $4,000,000 (less the amount of any expense reimbur

Filing Documents

• tm2429856d1_8k.htm (8-K) — 59KB
• tm2429856d1_ex2-1.htm (EX-2.1) — 824KB
• 0001104659-24-124335.txt ( ) — 1298KB
• rc-20241129.xsd (EX-101.SCH) — 4KB
• rc-20241129_def.xml (EX-101.DEF) — 27KB
• rc-20241129_lab.xml (EX-101.LAB) — 38KB
• rc-20241129_pre.xml (EX-101.PRE) — 26KB
• tm2429856d1_8k_htm.xml (XML) — 9KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Merger Agreement On November 29, 2024, Ready Capital Corporation, a Maryland corporation ("Ready Capital"), RC Merger Sub IV, LLC, a Delaware limited liability company and a wholly owned subsidiary of Ready Capital ("Merger Sub"), and United Development Funding IV, a Maryland real estate trust ("UDF IV"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which, subject to the terms and conditions therein, UDF IV will be merged with and into Merger Sub, with Merger Sub remaining as a wholly owned subsidiary of Ready Capital (such surviving company, the "Surviving Company" and such merger, the "Merger"). Merger Consideration . Under the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each common share of beneficial interest of UDF IV (the "UDF IV Common Shares") issued and outstanding immediately prior to the Effective Time (excluding any shares held by UDF IV, Ready Capital, Merger Sub or any of their respective subsidiaries) will automatically be converted into the right to receive from Ready Capital (A) 0.416 shares of common stock (subject to possible adjustment as provided in the Merger Agreement, the "Exchange Ratio"), par value $0.0001, of Ready Capital ("Ready Capital Common Shares") and (B) a number of contingent value rights ("CVRs") equal to the Exchange Ratio. Cash will be paid in lieu of fractional Ready Capital Common Shares that would have been received as a result of the Merger. In addition, each restricted stock unit, whether vested or unvested, payable in whole or in part in UDF IV Common Shares, or the value of which is determined with reference to UDF IV Common Shares, which have been granted pursuant to a UDF IV equity plan, and which is outstanding immediately prior to the Effective Time (the "UDF IV RSUs") will vest immediately prior to the Effective Time and will be cancelled, and the holders thereof will be e

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibit Number Description 2.1 Agreement and Plan of Merger, dated as of November 29, 2024, by and among Ready Capital Corporation, RC Merger Sub IV, LLC, and United Development Funding IV.* 104.1 Cover Page Interactive Data File (embedded within the Inline XBRL document). *Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules have been omitted. Ready Capital agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request. ADDITIONAL INFORMATION ABOUT THE MERGER In connection with the proposed Merger, Ready Capital will file with the U.S. Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 that will include a prospectus of Ready Capital and a proxy statement UDF IV. Ready Capital also expects to file with the SEC other documents regarding the Merger. The Merger will be submitted to the shareholders of UDF IV for their consideration. The prospectus and UDF IV's proxy statement will be sent to the shareholders of UDF IV and will contain important information regarding the proposed Merger and related matters. This Current Report on Form 8-K is not a substitute for the registration statement, prospectus and proxy statement that will be filed with the SEC or any other documents that Ready Capital may file with the SEC or that Ready Capital or UDF IV will send to UDF IV's shareholders in connection with the Merger. SHAREHOLDERS OF UDF IV ARE ADVISED TO READ THE REGISTRATION STATEMENT, PROSPECTUS AND PROXY STATEMENT REGARDING THE MERGER WHEN THEY BECOME AVAILABLE (INCLUDING ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS AND SUPPLEMENTS TO THESE DOCUMENTS) CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT READY CAPITAL, UDF IV, THE PROPOSED MERGER, AND RELATED MATTERS. Shareholders of UDF IV may obtain free copies of the registration statement, the prospect

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K includes "forward-looking statements," as such term is defined in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbor provided by the same. These forward-looking statements are based on current assumptions, expectations and beliefs of Ready Capital and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Ready Capital can give no assurance that these forward-looking statements will be accurate. These forward-looking statements generally can be identified by phrases such as "will," "expects," "anticipates," "foresees," "forecasts," "estimates" or other words or phrases of similar import. Similarly, statements herein that describe certain plans and expectations relating to the proposed Merger also are forward-looking statements. It is uncertain whether any of the events anticipated by the forward-looking of the combined companies. There are a number of risks and uncertainties, many of which are beyond the parties' control, that could cause actual results to differ materially from the forward-looking statements included herein, including, but not limited to, the risk that the Merger will not be consummated; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the possibility that shareholders of UDF IV may not approve the Merger Agreement; the risk that the parties may not be able to satisfy the conditions to the Merger in a timely manner or at all; and the outcome of any legal proceedings relating to the Merger. All such factors are difficult to predict, including those risks set for

Signatures

Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized. READY CAPITAL CORPORATION Date: December 2, 2024 By: /s/ Andrew Ahlborn Name: Andrew Ahlborn Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR