Business Context and Reporting Period
This Form 8-K Current Report, dated March 29, 2019, announces the consummation of a merger between Ready Capital Corporation ("Ready Capital") and Owens Realty Mortgage, Inc. ("ORM"). The transaction closed on March 29, 2019, with ORM merging into a Ready Capital subsidiary. The combined entity continues to operate as Ready Capital Corporation and trades on the NYSE under the ticker symbol "RC."
Key Financial Metrics
This filing is a current report regarding a corporate event and does not contain audited financial statements, revenue, profit, cash flow, or margin data for the reporting period.
- Merger Consideration: Each outstanding share of ORM common stock was converted into the right to receive 1.441 newly issued shares of Ready Capital common stock.
- Fractional Shares: No fractional shares were issued; fractional interests were paid in cash.
- Financial Statements: Unaudited financial statements of the acquired business and pro forma financial information are not included in this filing. They are scheduled to be filed by amendment within 71 days of this report.
Material Changes
The primary material change is the acquisition of ORM, resulting in an increase in Ready Capital's share count and the integration of ORM's assets and operations. Additionally, the Board of Directors increased in size by one member with the appointment of Gilbert E. Nathan.
Guidance, Outlook, and Management Commentary
The filing does not provide specific financial guidance, outlook, or management commentary regarding future performance metrics. It confirms that the merger was completed as contemplated by the Merger Agreement dated November 7, 2018. A press release issued on the closing date is referenced but not detailed in this text.
Important Facts for Investor Verification
- Verify the exact number of new shares issued to ORM shareholders based on the 1.441 exchange ratio.
- Review the upcoming amendment to this 8-K (due within 71 days) for the unaudited financial statements of ORM and pro forma financial information.
- Confirm the terms of the indemnification agreement entered into with the newly appointed director, Gilbert E. Nathan.
- Check the full text of the Merger Agreement (Exhibit 2.1) for detailed representations, warranties, and covenants not summarized in this report.