Ready Capital Corp. Files 8-K on Material Definitive Agreement

TL;DR

RC is signing a big financial deal, check the 8-K.

AI Summary

On December 10, 2024, Ready Capital Corp. entered into a material definitive agreement related to its financial obligations. The company, previously known as Sutherland Asset Management Corp. and ZAIS Financial Corp., filed this 8-K report detailing these obligations.

Why It Matters

This filing indicates Ready Capital Corp. is entering into significant financial commitments, which could impact its future financial structure and operations.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new financial risks or obligations for a company.

Key Players & Entities

• Ready Capital Corp. (company) — Filer of the 8-K
• Sutherland Asset Management Corp. (company) — Former company name
• ZAIS Financial Corp. (company) — Former company name
• December 10, 2024 (date) — Date of filing and agreement

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value RC New York Stock Exchange
• $130.0 million — ers agreed to purchase from the Company $130.0 million aggregate principal amount of the Compa
• $15.0 million — 2029 (the "Notes"), which includes the $15.0 million aggregate principal amount of the Notes
• $125.4 m — sale of the Notes were approximately $ $125.4 million, after deducting underwriters' di
• $25 — trust. The issue price to investors was $25 per Note. The Notes were issued in mini

Filing Documents

• tm2430643d2_8k.htm (8-K) — 53KB
• tm2430643d2_ex4-3.htm (EX-4.3) — 352KB
• tm2430643d2_ex5-1.htm (EX-5.1) — 9KB
• tm2430643d2_ex8-1.htm (EX-8.1) — 18KB
• tm2430643d2_ex5-1img001.jpg (GRAPHIC) — 9KB
• tm2430643d2_ex8-1img001.jpg (GRAPHIC) — 9KB
• tm2430643d2_ex8-1img002.jpg (GRAPHIC) — 16KB
• tm2430643d2_ex8-1img003.jpg (GRAPHIC) — 6KB
• 0001104659-24-127179.txt ( ) — 791KB
• rc-20241210.xsd (EX-101.SCH) — 4KB
• rc-20241210_def.xml (EX-101.DEF) — 27KB
• rc-20241210_lab.xml (EX-101.LAB) — 38KB
• rc-20241210_pre.xml (EX-101.PRE) — 26KB
• tm2430643d2_8k_htm.xml (XML) — 9KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. 9.00% Senior Notes due 2029 As previously announced, on December 3, 2024, Ready Capital Corporation (the "Company"), Sutherland Partners, L.P. (the "Operating Partnership"), the Company's operating partnership subsidiary, and Waterfall Asset Management, LLC entered into an Underwriting Agreement with Morgan Stanley & Co. LLC, Piper Sandler & Co., RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the underwriters named therein (the "Underwriters"), pursuant to which the Underwriters agreed to purchase from the Company $130.0 million aggregate principal amount of the Company's 9.00% Senior Notes due 2029 (the "Notes"), which includes the $15.0 million aggregate principal amount of the Notes issued pursuant to the exercise by the Underwriters of their over-allotment option in part. The Underwriting Agreement was previously filed as Exhibit 1.1 to the Company's Current Report on Form 8-K filed on December 6, 2024. The issuance and sale of the Notes was completed on December 10, 2024. The net proceeds from the sale of the Notes were approximately $ $125.4 million, after deducting underwriters' discounts and commissions and estimated offering expenses. The Company will contribute the net proceeds from the sale of the Notes to the Operating Partnership, the Company's operating partnership subsidiary, in exchange for the issuance by the Operating Partnership to the Company of a senior unsecured note with terms that are substantially equivalent to the terms of the Notes. The Operating Partnership intends to use the net proceeds to originate or acquire target assets consistent with the Company's investment strategy, for general corporate purposes, and to temporarily reduce borrowings outstanding under our loan repurchase agreements or credit facilities. Prior to these anticipated uses, the Operating Partnership may invest the net proceeds in interest-bearing, short-ter

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibit Description 4.1* Indenture, dated as of August 9, 2017, by and between Sutherland Asset Management Corporation and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee (incorporated herein by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed with the SEC on August 9, 2017) 4.2* Third Supplemental Indenture, dated as of February 26, 2019, by and between Ready Capital Corporation and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee (incorporated by reference to Exhibit 4.7 to the Company's Annual Report on Form 10-K filed with the SEC on March 13, 2019) 4.3 Ninth Supplemental Indenture, dated as of December 10, 2024, by and between Ready Capital Corporation and U.S. Bank Trust Company, National Association, as trustee 4.4 Form of 9.00% Senior Note (included in Exhibit 4.3) 5.1 Opinion of Alston & Bird LLP 8.1 Opinion of Alston & Bird LLP regarding certain tax matters 23.1 Consent of Alston & Bird LLP (included in Exhibit 5.1) 23.2 Consent of Alston & Bird LLP regarding certain tax matters (included in Exhibit 8.1) 104.1 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Previously filed.

Signatures

Signatures Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized. READY CAPITAL CORPORATION Date: December 10, 2024 By: /s/ Andrew Ahlborn Name: Andrew Ahlborn Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR