Ready Capital Corp. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Ready Capital Corporation on July 18, 2019, regarding events occurring on July 18 and July 22, 2019. The Company is a real estate finance company incorporated in Maryland, with its principal executive offices in New York, NY. The filing details the entry into a material definitive agreement and the creation of a direct financial obligation.
Key Financial Metrics and Transaction Details
- Debt Issuance: Completed the public offer and sale of $57.5 million aggregate principal amount of 6.20% Senior Notes due 2026.
- Over-Allotment: The issuance includes $7.5 million relating to the full exercise of the underwriters' over-allotment option.
- Net Proceeds: Approximately $55.3 million after deducting underwriters' discount and estimated offering expenses.
- Interest Rate: 6.20% per annum, payable quarterly in arrears beginning October 30, 2019.
- Maturity Date: July 30, 2026.
- Use of Proceeds: Net proceeds will be contributed to the Operating Partnership (Sutherland Partners, L.P.) to originate or acquire target assets and for general business purposes.
Material Changes and Obligations
The Company entered into an Underwriting Agreement on July 18, 2019, with Waterfall Asset Management, LLC, Sandler O'Neill & Partners, L.P., and B. Riley FBR, Inc. The Notes are senior unsecured obligations, ranking equal to existing unsecured indebtedness and structurally junior to subsidiary indebtedness. The Notes are listed on the New York Stock Exchange under the symbol "RCB."
Redemption and Repurchase Terms
- Early Redemption (2022-2025): The Company may redeem the Notes on or after July 30, 2022, at 101% of the principal amount plus accrued interest.
- Late Redemption (Post-2025): On or after July 30, 2025, the Company may redeem the Notes at 100% of the principal amount plus accrued interest.
- Change of Control: Holders may require the Company to repurchase the Notes at 101% of the aggregate principal amount plus accrued interest upon a change of control repurchase event.
Investor Verification Checklist
- Verify the full text of the Underwriting Agreement (Exhibit 1.1) and the Fourth Supplemental Indenture (Exhibit 4.3) for specific covenants and conditions.
- Confirm the exact amount of underwriters' discount and offering expenses deducted from the gross proceeds.
- Review the Company's existing debt structure to assess the impact of the new $57.5 million obligation on leverage ratios.
- Monitor the commencement of trading for the Notes on the NYSE under symbol "RCB" within 30 days of the filing.