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Section 1: S-4/A (S-4/A)


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As filed with the Securities and Exchange Commission on February 13, 2019

Registration No. 333-228769


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



AMENDMENT NO. 1
TO

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



READY CAPITAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)



Maryland
(State or Other Jurisdiction of
Incorporation or Organization)
  6798
(Primary Standard Industrial
Classification Code Number)
  90-0729143
(I.R.S. Employer
Identification Number)



1140 Avenue of the Americas,
7th Floor
New York, NY 10036
(212) 257-4600

(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)



Thomas E. Capasse
Chairman and Chief Executive Officer
Ready Capital Corporation
1140 Avenue of the Americas,
7th Floor
New York, NY 10036
Tel: (212) 257-4600

(Address, including zip code, and telephone number, including area code, of agent for service)



Copies to:

Jay L. Bernstein, Esq.
John A. Healy, Esq.
Jacob A. Farquharson, Esq.
Clifford Chance US LLP
31 West 52nd Street
New York, New York 10019
(212) 878-8000

 

Bryan H. Draper
Chief Executive Officer and President
Owens Realty Mortgage, Inc.
2221 Olympic Boulevard
Walnut Creek, California 94595
(925) 935-3840

 

S. Gregory Cope, Esq.
Stephen M. Gill, Esq.
Vinson & Elkins L.L.P
2200 Pennsylvania Avenue NW
Suite 500 West
Washington, D.C. 20037-1701
(202) 639-6500



Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after this Registration Statement is declared effective and upon the satisfaction or
waiver of all other conditions to consummation of the merger described herein.

          If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o   Accelerated filer ý   Non-accelerated filer o   Smaller reporting company o

Emerging growth company o

          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 7(a)(2)(B) of the Securities Act. o

          If applicable, please an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

          Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o

          Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) o



          The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

   


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The information in this joint proxy statement/prospectus is subject to completion and amendment. A registration statement relating to the securities described in this joint proxy statement/prospectus has been filed with the U.S. Securities and Exchange Commission. These securities may not be sold nor may offers to buy these securities be accepted prior to the time the registration statement becomes effective. This joint proxy statement/prospectus shall not constitute an offer to sell or the solicitation of any offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such jurisdiction.

PRELIMINARY—SUBJECT TO COMPLETION
DATED FEBRUARY 13, 2019

JOINT PROXY STATEMENT/PROSPECTUS

GRAPHIC   GRAPHIC

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

[                        ], 2019

To the Stockholders of Ready Capital Corporation and the Stockholders of Owens Realty Mortgage, Inc.:

             The board of directors (the "Ready Capital Board") of Ready Capital Corporation ("Ready Capital") and the board of directors (the "ORM Board") of Owens Realty Mortgage, Inc. ("ORM"), each a Maryland corporation, each have approved an Agreement and Plan of Merger, dated as of November 7, 2018 (the "Merger Agreement"), by and among Ready Capital, ReadyCap Merger Sub, LLC, a Delaware limited liability company ("Merger Sub") and ORM, pursuant to which ORM will merge with and into Merger Sub, with Merger Sub continuing as the surviving company (the "Merger"). Immediately following the Merger, the surviving company will be contributed to Ready Capital's operating partnership subsidiary, Sutherland Partners, L.P., a Delaware limited partnership (the "Ready Capital Operating Partnership"), in exchange for units of limited partnership interests in the Ready Capital Operating Partnership ("Ready Capital OP Units"). As a result of contribution, the surviving company will become a wholly-owned subsidiary of the Ready Capital Operating Partnership. The closing of the Merger will occur as promptly as practicable following satisfaction of all closing conditions set forth in the Merger Agreement, but either Ready Capital or ORM may terminate the Merger Agreement if closing has not occurred by May 7, 2019. Upon completion of the Merger, Ready Capital will continue to operate under the "Ready Capital Corporation" name and its shares of common stock, par value $0.0001 per share ("Ready Capital Common Stock") will continue to trade on the New York Stock Exchange under the symbol "RC".

             Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger, each outstanding share of common stock, par value $0.01 per share, of ORM ("ORM Common Stock") (other than shares held by Ready Capital, Merger Sub or any wholly-owned subsidiary of Ready Capital, Merger Sub or ORM (such shares, the "Cancelled Shares")), will be converted into the right to receive from Ready Capital 1.441 shares of the Ready Capital Common Stock, subject to adjustment as provided in the Merger Agreement (hereinafter, the "Exchange Ratio"). The Cancelled Shares will be cancelled and retired, and no consideration will be delivered in exchange thereof. Cash will be paid in lieu of fractional shares of Ready Capital Common Stock that would have been received as a result of the Merger.

             The Merger Agreement provides that ORM and Ready Capital will declare and pay an additional dividend in cash on the last business day prior to the closing of the Merger with a record date that is three business days before the payment date for ORM stockholders, and the payment date for Ready Capital stockholders. This additional per share dividend payable by ORM will be an amount up to (i) the per share amount of ORM's then-most recent quarterly dividend, prorated for the number of days between the record date of ORM's last dividend, plus (ii) the quotient, whether positive or negative, of (A) (y) $4,500,000 minus (z) the amount certain transaction expenses incurred by ORM, divided by (B) the number of shares of ORM Common Stock outstanding on the record date, plus (iii) and additional amount (the "ORM Additional Dividend Amount"), if any, necessary so that the aggregate dividend payable is equal to the amount necessary for ORM to maintain its REIT qualification under the Code and avoid the imposition of income tax or excise tax under the Code. The additional per share dividend payable by Ready Capital will be an amount up to (i) the per share amount of Ready Capital's then-most recent quarterly dividend, prorated for the number of days between the record date of Ready Capital's last dividend, plus (ii) any additional per share amount equal to the ORM Additional Dividend Amount, if any, on a per share basis, divided by the Exchange Ratio.

             Based on the number of shares of ORM Common Stock outstanding on the close of business on January 14, 2019, the record date for the Ready Capital special meeting, and a base Exchange Ratio of 1.441, Ready Capital expects approximately 12,223,830 shares of Ready Capital Common Stock will be issued in connection with the Merger. The actual Exchange Ratio will be publicly announced at least five business days before each of the special meetings of stockholders described below.

             Ready Capital and ORM will each hold a special meeting of their respective stockholders. Ready Capital's special meeting will be held at the offices of Clifford Chance US LLP, 31 West 52nd Street, New York, New York 10019 on March [    ], 2019, at 9:00 a.m., Eastern Time. ORM's special meeting will be held at the offices of Vinson & Elkins L.L.P., 555 Mission Street, Suite 2000, San Francisco, California 94105 on March [    ], 2019, at 10:00 a.m., Pacific Time.

             At the Ready Capital special meeting, the Ready Capital stockholders will be asked to (i) consider and vote on a proposal to approve the issuance of shares of Ready Capital Common Stock in the Merger (the "Ready Capital Common Stock Issuance Proposal") and (ii) approve the adjournment of the Ready Capital special meeting, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of the Ready Capital Common Stock Issuance Proposal (the "Ready Capital Adjournment Proposal"). The Ready Capital Board has unanimously (i) determined that the Merger Agreement and the transactions contemplated therein, including the Merger and the issuance of shares of Ready Capital Common Stock (the "Ready Capital Common Stock Issuance"), are in the best interests of Ready Capital and its stockholders, (ii) approved the Merger Agreement and the transactions contemplated therein, including the Merger and the Ready Capital Common Stock Issuance, (iii) directed that the Ready Capital Common Stock Issuance Proposal be submitted to the holders of Ready Capital Common Stock for consideration at the Ready Capital special meeting and (iv) resolved to recommend, in accordance with and subject to the provisions of the Merger Agreement, that the holders of Ready Capital Common Stock approve the Ready Capital Common Stock Issuance Proposal. The Ready Capital Board unanimously recommends that the Ready Capital stockholders vote "FOR" the Ready Capital Common Stock Issuance Proposal and "FOR" the Ready Capital Adjournment Proposal. Only those matters included in the notice of the Ready Capital special meeting ("Notice of Special Meeting of Ready Capital") may be considered and voted upon at the Ready Capital special meeting.

             At the ORM special meeting, the ORM stockholders will be asked to (i) consider and vote on a proposal (the "ORM Merger Proposal") to approve the Merger and the other transactions contemplated by the Merger Agreement, (ii) consider and vote on a proposal to terminate the ORM Management Agreement (the "ORM Management Agreement Termination Proposal") and (iii) approve the adjournment of the ORM special meeting, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of the ORM Merger Proposal and the ORM Management Agreement Termination Proposal (the "ORM Adjournment Proposal"). The ORM Board has (i) determined that the Merger Agreement and the transactions contemplated therein, including the Merger and the termination of the ORM Management Agreement, are in the best interests of ORM and its stockholders, (ii) approved the Merger Agreement and declared that the transactions contemplated therein, including the Merger and the termination of the ORM Management Agreement are advisable, (iii) directed that the ORM Merger Proposal and the ORM Management Agreement Termination Proposal be submitted to the holders of ORM Common Stock for consideration at the ORM special meeting and (iv) resolved to recommend, in accordance with and subject to the provisions of the Merger Agreement, that the holders of ORM Common Stock approve the ORM Merger Proposal and the ORM Management Agreement Termination Proposal. The ORM Board unanimously recommends (with Mr. Owens abstaining) that the ORM stockholders vote "FOR" the ORM Merger Proposal, "FOR" the ORM Management Agreement Termination Proposal and "FOR" the ORM Adjournment Proposal. Only those matters included in the notice of the ORM special meeting ("Notice of Special Meeting of ORM") may be considered and voted upon at the ORM special meeting.

             This joint proxy statement/prospectus provides detailed information about the special meetings of Ready Capital and ORM, the Merger Agreement, the Merger and other related matters. A copy of the Merger Agreement is included as Annex A to this joint proxy statement/prospectus. We encourage you to read this joint proxy statement/prospectus, the Merger Agreement and the other annexes to this joint proxy statement/prospectus carefully and in their entirety. In particular, you should carefully consider the discussion in the section of this joint proxy statement/prospectus entitled "Risk Factors" beginning on page 38. You may also obtain more information about each company from the documents they file with the Securities and Exchange Commission (the "SEC").

             Whether or not you plan to attend the Ready Capital special meeting or the ORM special meeting, as applicable, please complete, date, sign and return, as promptly as possible, the enclosed proxy card in the accompanying reply envelope or authorize a proxy to vote your shares through the Internet or by telephone. You may also authorize a proxy to vote your shares over the Internet using the Internet address on the enclosed proxy card or by telephone using the toll-free number on the enclosed proxy card. If you authorize a proxy to vote your shares through the Internet or by telephone, you will be asked to provide the company number and control number from the enclosed proxy card. If you attend a special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted.

             Your vote is very important, regardless of the number of shares of stock you own. Whether or not you plan to attend the Ready Capital special meeting or the ORM special meeting, as applicable, please authorize a proxy to vote your shares of stock as promptly as possible to make sure that your shares of stock are represented at the applicable special meeting. Please note that the failure to vote, or authorize a proxy to vote, your shares of stock of ORM is the equivalent of a vote against the ORM Merger Proposal and the ORM Management Agreement Termination Proposal.

             Thank you in advance for your continued support.

             Sincerely,

Thomas E. Capasse
Chairman and Chief Executive Officer
Ready Capital Corporation
  Bryan H. Draper
Chief Executive Officer and President
Owens Realty Mortgage, Inc.

             Neither the SEC nor any state securities regulatory agency has approved or disapproved of the securities to be issued in connection with the Merger or passed upon the adequacy or accuracy of this joint proxy statement/prospectus. Any representation to the contrary is a criminal offense.

             This joint proxy statement/prospectus is dated [                        ], 2019, and is first being mailed to the stockholders of Ready Capital and the stockholders of ORM on or about [                        ], 2019.


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GRAPHIC

1140 Avenue of the Americas,
7th Floor
New York, NY 10036

NOTICE OF SPECIAL MEETING OF READY CAPITAL STOCKHOLDERS
TO BE HELD ON MARCH [    ], 2019

        NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Ready Capital Corporation, a Maryland corporation ("Ready Capital"), will be held at the offices of Clifford Chance US LLP, 31 West 52nd Street, New York, New York 10019 on March [    ], 2019 at 9:00 a.m., Eastern Time, for the following purposes:

        Ready Capital will transact no other business at the Ready Capital special meeting or any postponement or adjournment thereof. Please refer to the attached joint proxy statement/prospectus for further information with respect to the business to be transacted at the Ready Capital special meeting. The board of directors of Ready Capital (the "Ready Capital Board") has fixed the close of business on January 14, 2019 as the record date for the determination of Ready Capital stockholders entitled to notice of, and to vote at, the Ready Capital special meeting or any postponement or adjournment thereof. Accordingly, only stockholders at the close of business on that date are entitled to notice of, and to vote at, the Ready Capital special meeting and any postponement or adjournment thereof.

        The Ready Capital Board has unanimously (i) determined that the Merger Agreement and the transactions contemplated therein, including the Merger and the issuance of shares of Ready Capital Common Stock (the "Ready Capital Common Stock Issuance"), are in the best interests of Ready Capital and its stockholders, (ii) approved the Merger Agreement and the transactions contemplated therein, including the Merger and the Ready Capital Common Stock Issuance, (iii) directed that the Ready Capital Common Stock Issuance Proposal be submitted to the holders of Ready Capital Common Stock for consideration at the Ready Capital special meeting and (iv) resolved to recommend, in accordance with and subject to the provisions of the Merger Agreement, that the holders of Ready Capital Common Stock approve the Ready Capital Common Stock Issuance Proposal. The Ready Capital Board unanimously recommends that the Ready Capital stockholders vote "FOR" the Ready Capital Common Stock Issuance Proposal and "FOR" the Ready Capital Adjournment Proposal.

        Your vote is very important, regardless of the number of shares of Ready Capital Common Stock you own. Whether or not you plan to attend the Ready Capital special meeting, please authorize a proxy to vote your shares as promptly as possible to make sure that your shares are represented at the Ready Capital special meeting. Properly executed proxy cards with no instructions indicated on the proxy card will be voted "FOR" the Ready Capital Common Stock Issuance Proposal and "FOR" the Ready Capital Adjournment Proposal. Even if you plan to attend the Ready Capital special meeting in person, we urge you to authorize a proxy as promptly as possible by (1) accessing the Internet website specified on your proxy card, (2) calling the toll-free number specified on your proxy card or (3) completing, signing, dating and returning the enclosed proxy card in the accompanying postage-paid


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envelope prior to the Ready Capital special meeting to ensure that your shares will be represented and voted at the Ready Capital special meeting. If you hold your shares of Ready Capital Common Stock in "street name," which means through a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished to you by such record holder.

        Please note that if you hold shares of stock in different accounts, it is important that you vote or authorize a proxy to vote the shares of stock represented by each account. If you attend the Ready Capital special meeting, you may revoke your proxy and vote in person, even if you have previously returned your proxy card or authorized a proxy to vote your shares through the Internet or by telephone. If your shares of Ready Capital Common Stock are held by a bank, broker or other nominee, and you plan to attend the Ready Capital special meeting in person, please bring to the special meeting your statement evidencing your beneficial ownership of your shares of Ready Capital Common Stock and if you intend to vote in person at the Ready Capital special meeting, a valid legal proxy from your bank, broker or other nominee. Please carefully review the instructions in the enclosed joint proxy statement/prospectus and the enclosed proxy card or the information forwarded by your bank, broker or other nominee regarding each of these options.

        This notice and the enclosed proxy statement/prospectus are first being mailed to Ready Capital stockholders on or about [                        ], 2019.

    By Order of the Board of Directors,

 

 

  
Frederick C. Herbst
Secretary

New York, New York
[                        ], 2019

 

 

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GRAPHIC

2221 Olympic Boulevard
Walnut Creek, California 94595

NOTICE OF SPECIAL MEETING OF ORM STOCKHOLDERS
TO BE HELD ON MARCH [    ], 2019

        NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Owens Realty Mortgage, Inc., a Maryland corporation ("ORM"), will be held at the offices of Vinson & Elkins L.L.P., 555 Mission Street, Suite 2000, San Francisco, California 94105 on March [    ], 2019 at 10:00 a.m., Pacific Time, for the following purposes:

        ORM will transact no other business at the ORM special meeting or any postponement or adjournment thereof. These items of business are described in the enclosed joint proxy statement/prospectus. The ORM board of directors (the "ORM Board") has designated the close of business on January 14, 2019 as the record date for the purpose of determining the stockholders who are entitled to receive notice of, and to vote at, the ORM special meeting and any postponement or adjournment of the ORM special meeting. Accordingly, only ORM stockholders at the close of business on the record date are entitled to notice of, and to vote at, the ORM special meeting and at any postponement or adjournment of the ORM special meeting.

        The ORM Board, acting upon the unanimous recommendation of a special committee of independent directors of ORM formed for the purpose of, among other things, evaluating and making a recommendation to the ORM Board with respect to the Merger Agreement and the transactions contemplated therein, has (i) determined that the Merger Agreement and the transactions contemplated therein, including the merger of ORM with and into Merger Sub, are in the best interests of ORM and its stockholders, (ii) approved the Merger Agreement and declared that the transactions contemplated therein, including the Merger and the termination of the ORM Management Agreement, are advisable, (iii) directed that the Merger and the other transactions contemplated by the Merger Agreement, including the termination of the ORM Management Agreement, be submitted to the ORM stockholders for consideration at the ORM special meeting and (iv) recommended that the ORM stockholders approve the Merger, the termination of the ORM Management Agreement and the other transactions contemplated by the Merger Agreement. The ORM Board unanimously recommends (with Mr. Owens abstaining) that the ORM stockholders vote "FOR" the ORM Merger Proposal, "FOR" the ORM Management Agreement Termination Proposal and "FOR" the ORM Adjournment Proposal.


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        Your vote is very important, regardless of the number of shares of ORM you own. Whether or not you plan to attend the ORM special meeting, please authorize a proxy to vote your shares as promptly as possible to make sure that your shares are represented at the ORM special meeting. Properly executed proxy cards with no instructions indicated on the proxy card will be voted "FOR" the ORM Merger Proposal, "FOR" the ORM Management Agreement Termination Proposal and "FOR" the ORM Adjournment Proposal. Even if you plan to attend the ORM special meeting in person, we request that you complete, sign, date and return the enclosed proxy card in the accompanying envelope prior to the ORM special meeting to ensure that your shares will be represented and voted at the ORM special meeting if you are unable to attend. If you hold your ORM shares in "street name," which means through a bank, broker or other nominee, you must obtain a legal proxy from this bank, broker or other nominee in order to vote in person at the ORM special meeting.

        Stockholders must approve the Merger and vote in favor of terminating the ORM Management Agreement in order to complete the Merger.

        If you do not vote on the ORM Merger Proposal or the ORM Management Agreement Termination Proposal, this will have the same effect as a vote by you against the approval of such proposal.

        Please note that if you hold shares of stock in different accounts, it is important that you vote or authorize a proxy to vote the shares of stock represented by each account. If you attend the ORM special meeting, you may revoke your proxy and vote in person, even if you have previously returned your proxy card or authorized a proxy to vote your shares through the Internet or by telephone. If your ORM shares are held by a bank, broker or other nominee, and you plan to attend the ORM special meeting in person, please bring to the ORM special meeting your statement evidencing your beneficial ownership of your ORM shares and, if you intend to vote in person at the ORM special meeting, a valid legal proxy from your bank, broker or other nominee. Please carefully review the instructions in the enclosed joint proxy statement/prospectus and the enclosed proxy card or the information forwarded by your bank, broker or other nominee regarding each of these options.

    By Order of the Board of Directors,

 

 

  

Daniel J. Worley
Senior Vice President and Corporate Secretary

Walnut Creek, California
[                        ], 2019


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ADDITIONAL INFORMATION

        This joint proxy statement/prospectus incorporates important business and financial information about Ready Capital and ORM from other documents that are not included in or delivered with this joint proxy statement/prospectus. This information is available to you without charge upon your request. To obtain timely delivery, you must request the information no later than five business days before the date of the applicable special meeting. You can obtain copies of this joint proxy statement/prospectus and the documents incorporated by reference into this joint proxy statement/prospectus by requesting them from Ready Capital's or ORM's investor relations departments:

If you are a Ready Capital stockholder:   If you are an ORM stockholder:

1140 Avenue of the Americas
7th Floor
New York, New York 10036
(212) 257-4666
Attention: Investor Relations

 

Georgeson LLC
1290 Avenue of the Americas, 9th Floor
New York, NY 10104
(888) 566-8006

 

 

or

 

 

2221 Olympic Boulevard
Walnut Creek, California 94595
(925) 239-7001
Attention: Investor Relations

        Investors may also consult Ready Capital's or ORM's website for more information concerning the Merger and other related transactions described in this joint proxy statement/prospectus. Ready Capital's website is www.readycapital.com. ORM's website is www.owensmortgage.com. Each company's public filings are also available at www.sec.gov. The information contained on Ready Capital's and ORM's websites is not part of this joint proxy statement/prospectus and is not incorporated herein by reference.

        If you would like to request copies of this joint proxy statement/prospectus and any documents that are incorporated by reference into this joint proxy statement/prospectus, please do so by March [    ], 2019 in order to receive them before the Ready Capital special meeting and by March [    ], 2019 in order to receive them before the ORM special meeting.

        In addition, if you have questions about the Merger or the accompanying joint proxy statement/prospectus, would like additional copies of the joint proxy statement/prospectus or need to obtain proxy cards or other information related to the proxy solicitation, please contact Ready Capital's investor relations department at (212) 257-4666 or Georgeson, the proxy solicitor for ORM, toll-free at (888) 566-8006. You will not be charged for any of these documents that you request. Ready Capital has not retained a proxy solicitor in connection with the solicitation of proxies for the Ready Capital special meeting.

        For more information, see "Where You Can Find More Information and Incorporation by Reference" beginning on page 225.


ABOUT THIS DOCUMENT

        This joint proxy statement/prospectus, which forms part of a registration statement on Form S-4 (Registration Statement No. 333-228769) filed by Ready Capital with the SEC, constitutes a prospectus of Ready Capital for purposes of the Securities Act of 1933, as amended (the "Securities Act"), with respect to the shares of Ready Capital Common Stock to be issued to ORM stockholders in exchange for shares of ORM Common Stock, pursuant to the Merger Agreement, as such agreement may be

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amended or modified from time to time. This joint proxy statement/prospectus also constitutes a proxy statement for each of Ready Capital and ORM for purposes of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, it constitutes a notice of special meeting with respect to the Ready Capital special meeting and a notice of special meeting with respect to the ORM special meeting.

        No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated [                        ], 2019 and you should not assume that the information contained in, or incorporated by reference into, this joint proxy statement/prospectus is accurate as of any date other than that date (or, in the case of documents incorporated by reference, their respective dates). Neither the mailing of this joint proxy statement/prospectus to Ready Capital stockholders or ORM stockholders nor the Ready Capital Common Stock Issuance to ORM stockholders in the Merger pursuant to the Merger Agreement will create any implication to the contrary.

        This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or to any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in or incorporated by reference into this joint proxy statement/prospectus regarding Ready Capital has been provided by Ready Capital and information contained in or incorporated by reference into this joint proxy statement/prospectus regarding ORM has been provided by ORM. Ready Capital and ORM have both contributed to the information relating to the Merger contained in this joint proxy statement/prospectus.

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  Page  

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETINGS AND THE MERGER

    1  

SUMMARY

    17  

The Companies

    17  

The Merger

    19  

The Ready Capital Special Meeting

    22  

The ORM Special Meeting

    23  

Opinion of Ready Capital's Financial Advisor

    23  

Opinion of the ORM Special Committee's Financial Advisor

    24  

Directors and Management of Ready Capital After the Merger

    24  

Interests of Ready Capital Directors and Executive Officers in the Merger

    24  

Interests of ORM's Directors and Executive Officers in the Merger

    25  

Termination of the ORM Management Agreement

    26  

Conditions to Complete the Merger

    26  

Regulatory Approvals Required for the Merger

    26  

Listing of Ready Capital Common Stock and Deregistration of ORM Common Stock

    26  

Accounting Treatment

    27  

Comparison of Rights of Ready Capital stockholders and ORM stockholders

    27  

Appraisal Rights

    27  

Competing Proposals

    27  

Termination of the Merger Agreement

    28  

Termination Fees and Expenses

    29  

Litigation Relating to the Merger

    29  

Material U.S. Federal Income Tax Consequences

    30  

Description of Ready Capital Stock

    30  

Selected Historical Financial Information of Ready Capital

    30  

Selected Historical Financial Information of ORM

    33  

Unaudited Comparative Per Share Information

    36  

RISK FACTORS

    38  

Risks Related to the Merger

    38  

Risks Related to the Combined Company Following the Merger

    43  

General Tax Risks

    46  

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

    61  

THE COMPANIES

    63  

Ready Capital Corporation

    63  

ReadyCap Merger Sub, LLC

    64  

Owens Realty Mortgage, Inc.

    64  

The Combined Businesses

    65  

THE READY CAPITAL SPECIAL MEETING

    66  

PROPOSALS SUBMITTED TO THE READY CAPITAL STOCKHOLDERS

    70  

Proposal 1: Ready Capital Common Stock Issuance Proposal

    70  

Proposal 2: Ready Capital Adjournment Proposal

    70  

THE ORM SPECIAL MEETING

    71  

PROPOSALS SUBMITTED TO THE ORM STOCKHOLDERS

    74  

Proposal 1: ORM Merger Proposal

    74  

Proposal 2: ORM Management Agreement Termination Proposal

    74  

Proposal 3: ORM Adjournment Proposal

    74  

THE MERGER

    76  

General

    76  

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  Page  

Background of the Merger

    76  

Recommendation of the Ready Capital Board and Its Reasons for the Merger

    92  

Recommendation of the ORM Board and Its Reasons for the Merger

    96  

Opinion of Ready Capital's Financial Advisor

    99  

Opinion of the ORM Special Committee's Financial Advisor. 

    110  

Certain Ready Capital Forward Looking Financial Information

    118  

Certain ORM Unaudited Prospective Financial Information

    119  

Directors and Management of Ready Capital After the Merger

    121  

Interests of Ready Capital's Directors and Executive Officers in the Merger

    121  

Interests of ORM's Directors and Executive Officers in the Merger

    122  

Merger Related Compensation to ORM's Named Executive Officers

    124  

No Merger Related Compensation to Ready Capital's Named Executive Officers

    125  

Regulatory Approvals Required for the Merger

    125  

Accounting Treatment

    125  

Appraisal Rights

    125  

Exchange of Shares of Stock in the Merger

    125  

Dividends

    126  

Listing of Shares of Stock

    127  

Deregistration of ORM Common Stock

    127  

Subservicing Agreement

    127  

Litigation Relating to the Merger

    128  

THE MERGER AGREEMENT

    129  

The Merger

    129  

Closing; Effective Time of the Merger

    129  

Organizational Documents

    129  

Consideration for the Merger

    129  

Tax Withholding

    131  

No Rights of Objection or Appraisal

    131  

Exchange Procedures

    131  

Representations and Warranties

    132  

Material Adverse Effect

    135  

Conduct of Business by ORM Pending the Merger

    137  

Conduct of Business by Ready Capital Pending the Merger

    139  

Agreement to Use Reasonable Best Efforts

    141  

Competing Proposals

    142  

Superior Proposals

    144  

Stockholder Meetings

    146  

Stockholder Votes

    146  

Directors' and Officers' Indemnification and Insurance

    147  

Conditions to Complete the Merger

    147  

Termination of the Merger Agreement

    149  

Termination Fees and Expenses

    150  

Directors of Ready Capital After the Merger

    152  

Amendment and Waiver

    152  

Specific Performance

    152  

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

    153  

COMPARATIVE SHARE PRICES

    197  

UNAUDITED COMPARATIVE PER SHARE INFORMATION

    198  

DESCRIPTION OF READY CAPITAL STOCK

    199  

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COMPARISON OF RIGHTS OF READY CAPITAL STOCKHOLDERS AND ORM STOCKHOLDERS

    210  

DESCRIPTION OF POLICIES OF READY CAPITAL

    214  

PRINCIPAL AND MANAGEMENT STOCKHOLDERS OF READY CAPITAL

    217  

PRINCIPAL AND MANAGEMENT STOCKHOLDERS OF ORM

    220  

EXPERTS

    222  

LEGAL MATTERS

    223  

STOCKHOLDER PROPOSALS

    224  

WHERE YOU CAN FIND MORE INFORMATION AND INCORPORATION BY REFERENCE

    225  

MULTIPLE STOCKHOLDERS SHARING ONE ADDRESS

    227  

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

    228  

ANNEX A: Agreement and Plan of Merger

    A-1  

ANNEX B: Opinion of Ready Capital's Financial Advisor, Keefe, Bruyette & Woods, Inc.

    B-1  

ANNEX C: Opinion of the ORM Special Committee's Financial Advisor, Barclays Capital Inc.

    C-1  

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETINGS AND THE MERGER

        The following questions and answers are intended to address certain commonly asked questions regarding the Merger Agreement, the Merger and the Ready Capital and ORM special meetings. These questions and answers do not address all questions that may be important to you as a stockholder of Ready Capital or ORM. Please refer to the "Summary" beginning on page 17 and the more detailed information contained elsewhere in this joint proxy statement/prospectus, the annexes to this joint proxy statement/prospectus and the documents incorporated by reference in this joint proxy statement/prospectus, which you should read carefully. Unless stated otherwise, all references in this joint proxy statement/prospectus to:

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Q:
What is the Merger?

A:
Ready Capital, Merger Sub and ORM have entered into the Merger Agreement pursuant to which and subject to the terms and conditions of the Merger Agreement, ORM will merge with and into Merger Sub, with Merger Sub continuing as the surviving company and, following its contribution to Ready Capital Operating Partnership, as a wholly-owned subsidiary of Ready Capital Operating Partnership. A copy of the Merger Agreement is attached as Annex A to this document. In order to complete the Merger, among other conditions described in the Merger Agreement and this joint proxy statement/prospectus, stockholders of Ready Capital must approve the Ready Capital Common Stock issuance and stockholders of ORM must approve the Merger and the termination of the ORM Management Agreement.

Q:
Why am I receiving this joint proxy statement/prospectus?

A:
Ready Capital and ORM are delivering this document to you because it is a joint proxy statement being used by both the Ready Capital Board and the ORM Board to solicit proxies of their respective stockholders in connection with the approval of the Merger, the issuance of shares of Ready Capital Common Stock and related matters.
Q:
What proposals are Ready Capital stockholders being asked to approve?

A:
The Ready Capital stockholders are being asked to approve the Ready Capital Common Stock Issuance Proposal in connection with the Merger. The approval of the Ready Capital Common Stock Issuance Proposal by the Ready Capital stockholders is a condition to the effectiveness of the Merger.
Q:
What proposals are ORM stockholders being asked to approve?

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Q:
Why are Ready Capital and ORM proposing the Merger?

A:
The Ready Capital Board and the ORM Board have determined that the Merger will provide a number of significant strategic opportunities and benefits and will be in the best interests of their respective stockholders. At Closing, Ready Capital will have a larger capital base, which will support continued growth of Ready Capital's platform and the execution of its business strategy. The Combined Company is expected to have improved scale, liquidity and capital alternatives, including additional borrowing capacity. The combination of Ready Capital and ORM is also expected to increase Ready Capital's equity capitalization, which will support continued growth of its platform and execution of its strategy and to further increase scale. To review the reasons for the Merger in greater detail, see "The Merger—Recommendation of the Ready Capital Board and Its Reasons for the Merger" beginning on page 92 and "The Merger—Recommendation of the ORM Board and Its Reasons for the Merger" beginning on page 96.

Q:
Were appraisals or valuations performed on the assets and liabilities of Ready Capital and ORM in connection with the Merger?

A:
No third-party appraisals or valuations on the assets and liabilities of Ready Capital and ORM were obtained in connection with the Merger.

Q:
What happens if the adjusted book value per share of Ready Capital or the adjusted book value per share of ORM changes before the Determination Date?

A:
Pursuant to the terms of the Merger Agreement, each share of ORM Common Stock (other than the Cancelled Shares) outstanding as of immediately prior to the effective time of the Merger will be converted into the right to receive 1.441 shares of Ready Capital Common stock, subject to adjustment set forth below, plus cash in lieu of fractional shares.
Q:
What happens if the market price of Ready Capital Common Stock or ORM Common Stock changes before the Closing?

A:
Changes in the market price of Ready Capital Common Stock or the market price of ORM Common Stock at or prior to the effective time of the Merger will not change the number of shares of Ready Capital Common Stock that ORM stockholders will receive.

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Q:
Are there any conditions to completion of the Merger?

A:
Yes. In addition to the approvals of the Ready Capital stockholders and the ORM stockholders, as described herein, there are a number of conditions that must be satisfied or waived for the Merger to be consummated. For a description of all the conditions to the Merger, see "The Merger Agreement—Conditions to Complete the Merger" beginning on page 147.

The following questions and answers apply to Ready Capital stockholders only:

Q:
When and where is the Ready Capital special meeting?

A:
The special meeting of Ready Capital stockholders will be held on March [    ], 2019, at the offices of Clifford Chance US LLP, 31 West 52nd Street, New York, New York 10019, at 9:00 a.m., Eastern Time.

Q:
What matters will be voted on at the Ready Capital special meeting?

A:
Ready Capital stockholders will be asked to consider and vote on the following proposals:

the Ready Capital Common Stock Issuance Proposal; and

the Ready Capital Adjournment Proposal.
Q:
How does the Ready Capital Board recommend that I vote on the proposals?

A:
The Ready Capital Board has unanimously (i) determined that the Merger Agreement and the transactions contemplated therein, including the Merger and the Ready Capital Common Stock Issuance, are in the best interests of Ready Capital and its stockholders, (ii) approved the Merger Agreement and the transactions contemplated therein, including the Merger and the Ready Capital Common Stock Issuance, (iii) directed that the Ready Capital Common Stock Issuance Proposal and the Ready Capital Adjournment Proposal be submitted to the holders of Ready Capital Common Stock for consideration at the Ready Capital special meeting and (iv) recommended that the holders of Ready Capital Common Stock approve the Ready Capital Common Stock Issuance Proposal and the Ready Capital Adjournment Proposal. The Ready Capital Board unanimously recommends that the Ready Capital stockholders vote "FOR" the Ready Capital Common Stock Issuance Proposal and "FOR" the Ready Capital Adjournment Proposal. For a more complete description of the recommendation of the Ready Capital Board, see "The Merger—Recommendation of the Ready Capital Board and Its Reasons for the Merger" beginning on page 92.

Q:
What constitutes a quorum for the Ready Capital special meeting?

A:
The presence, in person or by proxy, of the holders of shares of Ready Capital Common Stock entitled to cast a majority of all the votes entitled to be cast at the Ready Capital special meeting will constitute a quorum at the Ready Capital special meeting. Ready Capital will include abstentions in the calculation of the number of shares considered to be present at the Ready Capital special meeting for purposes of determining the presence of a quorum at the Ready Capital special meeting. As of the close of business on January 14, 2019, the record date for the Ready Capital special meeting, there were 32,105,112 shares of Ready Capital Common Stock outstanding.

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Q:
What vote is required for Ready Capital stockholders to approve the Ready Capital Common Stock Issuance Proposal?

A:
Approval of the Ready Capital Common Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast on the matter by holders of outstanding shares of Ready Capital Common Stock, provided a quorum is present.

Q:
What vote is required for Ready Capital stockholders to approve the Ready Capital Adjournment Proposal?

A:
Approval of the Ready Capital Adjournment Proposal requires the affirmative vote of a majority of the votes cast on the matter by holders of outstanding shares of Ready Capital Common Stock, provided a quorum is present.

Q:
How are votes counted?

A:
For the Ready Capital Common Stock Issuance Proposal, you may vote "FOR", "AGAINST" or "ABSTAIN". If you do not return your proxy card or otherwise authorize a proxy to vote your shares or attend the meeting in person, your shares will not be considered present for the purpose of determining the presence of a quorum and will otherwise have no effect on the Ready Capital Common Stock Issuance Proposal. Under NYSE rules, abstentions will be considered as votes cast and, accordingly, will have the same effect as votes "AGAINST" the Ready Capital Common Stock Issuance Proposal. Broker non-votes, if any, will have no effect on the Ready Capital Common Stock Issuance Proposal.
Q:
Who is entitled to vote at the Ready Capital special meeting?

A:
All holders of Ready Capital Common Stock as of the close of business on January 14, 2019, the record date for the Ready Capital special meeting, are entitled to vote at the Ready Capital special meeting. As of the record date, there were 32,105,112 issued and outstanding shares of Ready Capital Common Stock. Each holder of Ready Capital Common Stock on the record date is entitled to one vote per share.

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Q:
How will Ready Capital stockholders be affected by the Merger and the Ready Capital Common Stock Issuance?

A:
After the Merger, each Ready Capital stockholder will continue to own the shares of Ready Capital Common Stock that such stockholder held immediately prior to the Merger. As a result, each Ready Capital stockholder will continue to own common stock in the Combined Company, which will be a larger company with more assets. However, because Ready Capital will be issuing new shares of Ready Capital Common Stock to ORM stockholders in the Merger, each outstanding share of Ready Capital Common Stock immediately prior to the Merger will represent a smaller percentage of the aggregate number of shares of Ready Capital Common Stock outstanding after the Merger.

Q:
Do the Ready Capital directors and executive officers and the Ready Capital Manager have any interests in the Merger?

A:
Yes. The Combined Company will continue to be managed by the Ready Capital Manager under the terms of the Ready Capital Management Agreement. Under the Ready Capital Management Agreement, the Ready Capital Manager provides the day-to-day management of Ready Capital's business, including providing Ready Capital with its executive officers and all other personnel necessary to support its operations. In exchange for its services, Ready Capital pays the Ready Capital Manager a management fee and reimburses it for certain expenses incurred by it and its affiliates in rendering management services to Ready Capital. Certain directors and executive officers of Ready Capital are partners and employees of the Ready Capital Manager.

The following questions and answers apply to ORM stockholders only:

Q:
What will I receive for my ORM Common Stock in the Merger?

A:
Under the terms of the Merger Agreement, each share of ORM Common Stock (other than the Cancelled Shares) will be converted into the right to receive a number of shares of Ready Capital Common Stock based on the Exchange Ratio, which will be publicly announced at least five business days prior to the earlier of the ORM special meeting and the Ready Capital special meeting, plus cash in lieu of fractional shares.

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Q:
How will I receive the merger consideration if the Merger is completed?

A:
For ORM stockholders, if you hold physical share certificates of ORM Common Stock, you will be sent a letter of transmittal promptly after the Closing describing how you may exchange your shares for the merger consideration, and the exchange agent will forward to you the merger consideration to which you are entitled after receiving the proper documentation from you. If you hold your shares of ORM Common Stock in uncertificated book-entry form, you are not required to take any specific actions to exchange your shares. After the consummation of the Merger, uncertificated shares of ORM Common Stock will be automatically exchanged for the applicable merger consideration. For more information, see the section entitled "The Merger Agreement—Exchange Procedures" beginning on page 131.

Q:
When and where is the ORM special meeting?

A:
The special meeting of ORM stockholders will be held on March [    ], 2019, at the offices of Vinson & Elkins L.L.P., 555 Mission Street, Suite 2000, San Francisco, California 94105, starting at 10:00 a.m. Pacific Time.

Q:
What matters will be voted on at the ORM special meeting?

A:
You will be asked to consider and vote on the following proposals:

the ORM Merger Proposal;

the ORM Management Agreement Termination Proposal; and

the ORM Adjournment Proposal.
Q:
How does the ORM Board recommend that I vote on the proposals?

A:
The ORM Board, acting upon the unanimous recommendation of a special committee of independent directors of ORM (the "ORM Special Committee") formed for the purpose of, among other things, evaluating and making a recommendation to the ORM Board with respect to the Merger Agreement and the transactions contemplated therein, has unanimously (with Mr. Owens abstaining) (i) determined that the Merger Agreement and the transactions contemplated therein, including the Merger and the termination of the ORM Management Agreement, are in the best interests of ORM and its stockholders, (ii) approved the Merger Agreement and declared that the transactions contemplated therein, including the Merger and the termination of the ORM Management Agreement, are advisable, (iii) directed that the Merger and the other transactions contemplated by the Merger Agreement be submitted to the holders of ORM Common Stock for consideration at the ORM special meeting and (iv) recommended that the ORM stockholders approve the Merger and the other transactions contemplated by the Merger Agreement, including termination of the ORM Management Agreement.

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Q:
Do the ORM directors and executive officers have any interests in the Merger?

A:
Yes. In considering the ORM Board's recommendation for ORM stockholders to approve the ORM Merger Proposal and the ORM Management Agreement Termination Proposal, ORM stockholders should be aware that the directors and executive officers of ORM have interests in the Merger that may be different from, or in addition to, the interests of ORM stockholders generally and that may present actual or potential conflicts of interests. These interests include:

two of ORM's directors and all of ORM's executive officers are owners or employees of the ORM Manager, and in connection with the completion of the Merger, the ORM Management Agreement must be terminated; and

continued indemnification and insurance coverage for the directors and executive officers of ORM in accordance with the Merger Agreement.
Q:
What constitutes a quorum for the ORM special meeting?

A:
The ORM Bylaws provide that the presence in person or by proxy of ORM stockholders entitled to cast a majority of all the votes entitled to be cast at the meeting constitutes a quorum at each meeting of ORM stockholders. Abstentions will be counted for the purpose of determining a quorum.

Q:
What vote is required for ORM stockholders to approve the ORM Merger Proposal?

A:
Approval of the ORM Merger Proposal will require the affirmative vote of the holders of a majority of the outstanding shares of ORM Common Stock entitled to vote on the ORM Merger Proposal.

Q:
What vote is required for ORM stockholders to approve the ORM Management Agreement Termination Proposal?

A:
Approval of the ORM Management Agreement Termination Proposal will require the affirmative vote of the holders of a majority of the outstanding shares of ORM Common Stock entitled to vote on the ORM Management Agreement Termination Proposal.

Q:
What vote is required for ORM stockholders to approve the ORM Adjournment Proposal?

A:
Approval of the ORM Adjournment Proposal will require the affirmative vote of a majority of the votes cast on the matter by holders of shares of ORM Common Stock, provided a quorum is present.

Q:
How are votes counted?

A:
For the ORM Merger Proposal, you may vote "FOR", "AGAINST" or "ABSTAIN". Abstaining, failing to vote and broker non-votes, if any, will have the same effect as a vote "AGAINST" the ORM Merger Proposal.

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Q:
Who is entitled to vote at the ORM special meeting?

A:
All holders of ORM Common Stock as of the close of business on January 14, 2019, the record date for the ORM special meeting, are entitled to vote at the ORM special meeting. As of the record date, there were 8,482,880 issued and outstanding shares of ORM Common Stock. Each holder of ORM Common Stock on the record date is entitled to one vote per share.

Q:
Will ORM be required to submit the ORM Merger Proposal to the ORM stockholders even if the ORM Board has withdrawn, modified, or qualified its recommendation?

A:
Yes. Unless the Merger Agreement is terminated before the ORM special meeting, ORM is required to submit the ORM Merger Proposal to its stockholders even if the ORM Board has withdrawn, modified or qualified its recommendation that ORM stockholders approve the Merger.

Q:
How will ORM stockholders be affected by the Merger?

A:
Under the terms of the Merger Agreement, holders of ORM Common Stock will receive a number of shares of Ready Capital Common Stock for each share of ORM Common Stock owned by them immediately prior to the completion of the Merger based on the Exchange Ratio, which will be publicly announced at least five business days prior to the special meeting of ORM stockholders, plus cash in lieu of fractional shares. As such, after the Merger is completed, ORM Common Stock will no longer be listed on the NYSE American and will be deregistered under the Exchange Act, and ORM stockholders as of immediately prior to Closing are expected to own in the aggregate approximately 27.6% of the Combined Company's fully diluted equity.

The following questions and answers apply to Ready Capital stockholders and ORM stockholders:

Q:
Have any Ready Capital stockholders or ORM stockholders already agreed to vote in favor of the proposals?

A:
To Ready Capital's and ORM's knowledge, no Ready Capital stockholder has entered into any agreement to vote any of their shares of Ready Capital Common Stock either in favor or against any proposal at the Ready Capital special meeting, and no ORM stockholder has entered into any agreement to vote any of their shares of ORM Common Stock either in favor or against any proposal at the ORM special meeting.

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Q:
What happens if I sell my stock before the special meetings?

A:
The record date for each company's special meeting is earlier than the date of each company's special meeting and the date that the Merger is expected to be completed. If you sell your stock after your company's record date but before the date of your company's special meeting, you will retain any right to vote at your company's special meeting, but, for ORM stockholders, you will have transferred your right to receive the merger consideration. For ORM stockholders, in order to receive the merger consideration, you must hold your stock through completion of the Merger.

Q:
What is the difference between a stockholder of record and a beneficial owner?

A:
If your shares of Ready Capital Common Stock or ORM Common Stock are registered directly in your name with Ready Capital's or ORM's transfer agent, respectively, you are considered the stockholder of record with respect to those shares.
Q:
How do I vote?

A:
Stockholders of Record.    If you are a stockholder of record of Ready Capital or ORM, you may have your shares of Ready Capital Common Stock or ORM Common Stock voted on the matters to be presented at the applicable special meeting in any of the following ways:

To authorize a proxy through the Internet, visit the website set forth on the proxy card you received. You will be asked to provide the control number from the enclosed proxy card. Proxies authorized through the Internet must be received by 11:59 p.m., Eastern Time, on March [    ], 2019.

To authorize a proxy by telephone, dial the toll-free telephone number set forth on the proxy card you received using a touch tone phone and follow the recorded instructions. You will be asked to provide the control number from the enclosed proxy card. Proxies authorized by telephone or through the Internet must be received by 11:59 p.m., Eastern Time, on March [    ], 2019.

To authorize a proxy by mail, complete, date and sign each proxy card you receive and return it as promptly as practicable in the enclosed prepaid envelope. If you sign and return your proxy card, but do not mark the boxes showing how you wish to vote, your shares of common stock will be voted "FOR" the Ready Capital Common Stock Issuance Proposal, the Ready Capital Adjournment Proposal, the ORM Merger Proposal, the ORM Management Agreement Termination Proposal and the ORM Adjournment Proposal, as applicable.

If you intend to vote in person, please bring proper identification, together with proof that you are a record owner of shares of the applicable company.

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Q:
What happens if I am both a Ready Capital stockholder and an ORM stockholder?

A:
If you are both a Ready Capital stockholder and an ORM stockholder on the applicable company's record date, you are entitled to vote at the special meeting of each company. You will receive separate proxy cards for each company and must complete, sign and date each proxy card and return each proxy card in the appropriate preaddressed postage-paid envelope or, if available, by authorizing a proxy to vote your shares by one of the other methods specified in your proxy card or voting instruction card for each company.

Q:
If I am a beneficial owner of Ready Capital or ORM shares, will my broker, bank or other nominee vote my shares for me?

A:
No. If you hold your shares in a stock brokerage account or if your shares are held by a bank or other nominee (that is, in "street name"), you must provide your broker, bank or other nominee with instructions on how to vote your shares. Unless you instruct your broker, bank or other nominee to vote your shares held in street name, your shares will NOT be voted. You should follow the procedures provided by your bank, broker or nominee regarding the voting of your shares.

Q:
How can I revoke or change my vote?

A:
If you are a stockholder of record, you may revoke your proxy at any time before the vote is taken at the special meeting of the company of which you are a stockholder in any of the following ways:

authorizing a later proxy by telephone or through the Internet prior to 11:59 p.m., Eastern Time, on March [    ], 2019;

filing with the Secretary of the applicable company, before the taking of the vote at the applicable company's special meeting, a written notice of revocation bearing a later date than the proxy card;

duly executing a later dated proxy card relating to the same shares and delivering it to the Secretary of the applicable company before the taking of the vote at the applicable company's special meeting; or

voting in person at the applicable company's special meeting.
Q:
When is the Merger expected to be consummated?

A:
The Merger is expected to be consummated by the end of the first quarter of 2019, although Ready Capital and ORM cannot assure completion by any particular date, if at all. Because the Merger is subject to a number of conditions, including the approval of the Ready Capital Common Stock Issuance Proposal by the requisite vote of the Ready Capital stockholders and the approval of the ORM Merger Proposal and the ORM Management Agreement Termination Proposal by the requisite vote of the ORM stockholders, the exact timing of the Merger cannot be determined at this time and Ready Capital and ORM cannot guarantee that the Merger will be completed at all.

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Q:
Following the Merger, what percentage of Ready Capital Common Stock will current Ready Capital stockholders and ORM stockholders own?

A:
Immediately following the completion of the Merger, based on the number of issued and outstanding shares of Ready Capital Common Stock and ORM Common Stock (excluding Cancelled Shares) as of February 11, 2019, and the Exchange Ratio of 1.441:

the shares of Ready Capital Common Stock held by the Ready Capital stockholders as of immediately prior to Closing are expected to represent in the aggregate approximately 72.4% of the Combined Company's outstanding shares of common stock on a fully diluted basis; and

ORM stockholders as of immediately prior to Closing are expected to own in the aggregate the remaining approximately 27.6% of the Combined Company's outstanding shares of common stock on a fully diluted basis.
Q:
What happens if the Merger is not completed?

A:
If the Ready Capital Common Stock Issuance Proposal, the ORM Merger Proposal or the ORM Management Agreement Termination Proposal is not approved by Ready Capital stockholders or ORM stockholders, respectively, or if the Merger is not completed for any other reason, ORM stockholders will not have their ORM Common Stock exchanged for Ready Capital Common Stock in connection with the Merger. Instead, ORM and Ready Capital would remain separate companies. Under certain circumstances, Ready Capital may be required to pay ORM a termination fee or an expense amount, or ORM may be required to pay Ready Capital a termination fee or expense amount, as described under "The Merger Agreement—Termination Fees and Expenses" beginning on page 150.

Q:
Am I entitled to exercise appraisal rights?

A:
No. Neither holders of Ready Capital Common Stock nor holders of ORM Common Stock will be entitled to appraisal rights.

Q:
Will the Combined Company have the same business strategy as ORM following the Merger?

A:
No. The Combined Company will follow Ready Capital's current business strategy. Ready Capital's strategies and policies may be amended or waived at the discretion of the Ready Capital Board without a vote of the Ready Capital stockholders. Ready Capital has no present intention to modify any of these objectives and policies, and it is anticipated that any modification would occur only if business and economic factors affecting Ready Capital make its stated strategies and policies unworkable or imprudent. For information on Ready Capital's business strategy, see "Description of Policies of Ready Capital" on page 214.

Q:
What regular dividends will Ready Capital be permitted to pay prior to Closing?

A:
The Merger Agreement permits Ready Capital to continue to pay regular quarterly dividends with respect to the Ready Capital Common Stock and the Ready Capital OP Units, regular quarterly dividends payable with respect to any Ready Capital preferred stock and preferred stock of Ready Capital Subsidiary REIT I, LLC consistent with past practice and the terms of such preferred stock, dividends or distributions required by the organizational documents of Ready Capital or any of its subsidiaries, and any distribution that is reasonably necessary to maintain its REIT

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Q:
What regular dividends will ORM be permitted to pay prior to Closing?

A:
The Merger Agreement permits ORM to continue to pay regular quarterly dividends, dividends or distributions required by the organizational documents of ORM or any of its subsidiaries and any distribution that is reasonably necessary to maintain its REIT qualification under the Code and avoid or reduce the imposition of any corporate level tax or excise tax under the Code.

Q:
What additional dividends are Ready Capital and ORM permitted to pay?

A:
Pursuant to the Merger Agreement, prior to the date of Closing each of ORM and Ready Capital will declare and pay an interim dividend to their respective holders. The per share dividend payable by ORM will be an amount up to (i) the per share amount of ORM's then-most recent quarterly dividend, prorated for the number of days between the record date of ORM's last dividend, plus (ii) the quotient, whether positive or negative, of (A) (y) $4,500,000 minus (z) the amount certain transaction expenses incurred by ORM, divided by (B) the number of shares of ORM Common Stock outstanding on the record date, plus (iii) and additional amount (the "ORM Additional Dividend Amount"), if any, necessary so that the aggregate dividend payable is equal to the amount necessary for ORM to maintain its REIT qualification under the Code and avoid the imposition of income tax or excise tax under the Code. The per share dividend payable by Ready Capital will be an amount up to (i) the per share amount of Ready Capital's then-most recent quarterly dividend, prorated for the number of days between the record date of Ready Capital's last dividend, plus (ii) any additional per share amount equal to the ORM Additional Dividend Amount, if any, on a per share basis, divided by the Exchange Ratio. The payment date for each respective interim dividend will be the close of business on the last business day prior to the date of Closing, subject to funds being legally available therefor, and the record date for which will be three business days before the payment date for ORM stockholders, and the payment date for Ready Capital stockholders.

Q:
Will my dividend payments continue after the Merger?

A:
Following completion of the Merger, holders of Ready Capital Common Stock will be entitled to receive dividends or other distributions when, as and if authorized by the Ready Capital Board and declared by Ready Capital out of funds legally available therefor. ORM's quarterly dividend per share of ORM Common Stock for the quarter ended September 30, 2018 was $0.20. Ready Capital's quarterly dividend per share for the quarter ended September 30, 2018 was $0.40. Based on the Exchange Ratio of 1.441, a holder of the ORM Common Stock will have received 1.441 shares of the Ready Capital Common Stock for each share of ORM Common Stock converted in the Merger, which translates into a pro forma quarterly dividend of $0.5764 per share for the quarter ended September 30, 2018. However, there is no guarantee or assurance that Ready Capital can maintain its current level of quarterly dividend payment.

Q:
Are there risks associated with the Merger that I should consider in deciding how to vote?

A:
Yes. There are a number of risks related to the Merger that are discussed in this joint proxy statement/prospectus described in the section entitled "Risk Factors" beginning on page 38.

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Q:
What are the material U.S. federal income tax consequences of the Merger to ORM stockholders and Ready Capital stockholders?

A:
The Merger is intended to qualify as a reorganization within the meaning of Section 368(a) of the Code, and the closing of the Merger is conditioned on the receipt by each of ORM and Ready Capital of an opinion from its respective tax counsel to that effect. Provided the Merger qualifies as a reorganization within the meaning of Section 368(a) of the Code, U.S. stockholders of shares of ORM Common Stock generally will not recognize gain or loss for U.S. federal income tax purposes upon the receipt of Ready Capital Common Stock in exchange for shares of ORM Common Stock in connection with the Merger, except with respect to cash received in lieu of fractional shares of Ready Capital Common Stock. A holder of ORM Common Stock generally will recognize gain or loss with respect to cash received in lieu of a fractional share of Ready Capital Common Stock in the Merger measured by the difference, if any, between the amount of cash received for such fractional share and the holder's tax basis in such fractional share. The holders of Ready Capital Common Stock generally will not recognize any gain or loss for U.S. federal income tax purposes.
Q:
How can I obtain additional information about Ready Capital and ORM?

A:
Ready Capital and ORM each file annual, quarterly and current reports, proxy statements and other information with the SEC. Each company's filings with the SEC may be accessed on the Internet at http://www.sec.gov. Copies of the documents filed by Ready Capital with the SEC will be available free of charge on Ready Capital's website at https://www.readycapital.com/ or by contacting Ready Capital Investor Relations at [email protected] or at 212-257-4666. Copies of the documents filed by ORM with the SEC will be available free of charge on ORM's website at http://www.owensmortgage.com or by contacting ORM Investor Relations at (925) 239-7001. The information provided on each company's website is not part of this joint proxy statement/ prospectus and is not incorporated by reference into this joint proxy statement/prospectus. For a more detailed description of the information available and information incorporated by reference, please see "Where You Can Find More Information and Incorporation by Reference" on page 225.

Q:
Where can I find the voting results of the Ready Capital and ORM special meetings?

A:
The preliminary voting results will be announced at the applicable special meeting. In addition, within four business days following certification of the final voting results, Ready Capital and ORM will each file the final voting results with the SEC on a Current Report on Form 8-K.

Q:
What else do I need to do now?

A:
You are urged to read this joint proxy statement/prospectus carefully and in its entirety, including its annexes and the information incorporated by reference herein, and to consider how the Merger affects you. Even if you plan to attend your company's special meeting, please authorize a proxy to vote your shares by voting via the Internet, telephone or by completing, signing, dating and returning the enclosed proxy card. You can also attend your company's special meeting and vote, or change your prior proxy authorization, in person. If you hold your shares in "street name"

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Q:
Will a proxy solicitor be used?

A:
Ready Capital has not retained a proxy solicitor in connection with the solicitation of proxies for the Ready Capital special meeting. In addition to mailing proxy solicitation materials, Ready Capital's directors, officers and employees may also solicit proxies in person, by telephone or by any other electronic means of communication deemed appropriate. No additional compensation will be paid to Ready Capital's directors, officers or employees for such services.
Q:
Who can answer my questions?

A:
If you have any questions about the Merger or the other matters to be voted on at the Ready Capital special meeting or the ORM special meeting, how to submit your proxy, or need additional copies of this joint proxy statement/prospectus, the enclosed proxy card or voting instructions, you should contact:
If you are a Ready Capital stockholder:   If you are an ORM stockholder:

Ready Capital Corporation

 

Georgeson LLC

1140 Avenue of the Americas, 7th Floor
  1290 Avenue of the Americas, 9th Floor
New York, New York 10036   New York, NY 10104
(212) 257-4666   (888) 566-8006
Attention: Investor Relations    

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SUMMARY

        The following summary highlights selected information in this joint proxy statement/prospectus and may not contain all the information that may be important to you with respect to the Merger Agreement, the Merger or the special meetings. Accordingly, you are encouraged to read this joint proxy statement/prospectus, including its annexes and the information incorporated by reference herein, carefully and in its entirety. Each item in this summary includes a page reference directing you to a more complete description of that topic. See also "Where You Can Find More Information and Incorporation by Reference" on page 225.

The Companies

Ready Capital Corporation (Page 63)

Ready Capital Corporation
1140 Avenue of the Americas,
7th Floor
New York, New York 10036
(212) 257-4600

        Ready Capital is a multi-strategy real estate finance company that originates, acquires, finances and services small to medium balance commercial ("SBC") loans, Small Business Administration ("SBA") loans, residential mortgage loans, and to a lesser extent, mortgage backed securities ("MBS") collateralized primarily by SBC loans, or other real estate-related investments. Ready Capital's loans range in original principal amounts up to $35 million and are used by businesses to purchase real estate used in their operations or by investors seeking to acquire small multi-family, office, retail, mixed use or warehouse properties. Ready Capital's acquisition and origination platforms consist of four operating segments: loan acquisitions, SBC originations, U.S. Small Business Administration, or the SBA, originations, acquisitions and servicing, and residential mortgage banking. Ready Capital is externally managed and advised by the Ready Capital Manager, an investment advisor registered with the SEC under the Investment Advisors Act of 1940, as amended.

        Ready Capital is a Maryland corporation that elected to be taxed as a REIT for U.S. federal income tax purposes commencing with its taxable year ended December 31, 2011. As long as Ready Capital qualifies as a REIT, Ready Capital is generally not subject to U.S. federal income tax on its net taxable income to the extent that Ready Capital annually distributes all of its net taxable income to stockholders. Certain of Ready Capital's assets that produce non-qualifying income are held in taxable REIT subsidiaries ("TRSs"). Unlike other subsidiaries of a REIT, the income of a TRS is subject to federal and state income taxes. Ready Capital is organized in a traditional UpREIT format pursuant to which Ready Capital serves as the general partner of, and conducts substantially all of its business through, Sutherland Partners, LP, which serves as Ready Capital's operating partnership subsidiary. Ready Capital also intends to operate its business in a manner that will permit it to be excluded from registration as an investment company under the Investment Company Act of 1940, as amended.

        Ready Capital's objective is to provide attractive risk-adjusted returns to its stockholders, primarily through dividends and secondarily through capital appreciation.

        Ready Capital Common Stock is listed on the NYSE, trading under the symbol "RC".

        Ready Capital's principal executive offices are located at 1140 Avenue of the Americas, 7th Floor, New York, New York 10036, and its telephone number is (212) 257-4600.

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ReadyCap Merger Sub, LLC (Page 64)

ReadyCap Merger Sub, LLC
1140 Avenue of the Americas,
7th Floor
New York, New York 10036
(212) 257-4600

        Merger Sub is a Delaware limited liability company that was formed on November 7, 2018 solely for the purpose of effecting the Merger. Upon Closing, the Merger will be consummated whereby ORM will be merged with and into Merger Sub, with Merger Sub continuing as the surviving company. Merger Sub has not conducted any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the Merger Agreement.

Owens Realty Mortgage, Inc. (Page 64)

Owens Realty Mortgage, Inc.
2221 Olympic Boulevard
Walnut Creek, California 94595
(925) 935-3840

        ORM is a specialty finance company that focuses on the origination, investment and management of commercial real estate loans, primarily in the Western U.S. ORM provides customized, short-term loans to small and middle-market investors and developers that require speed and flexibility. ORM also holds investments in real estate properties. ORM's investment objective is to provide investors with attractive current income and long-term stockholder value. ORM's common stock is traded on the NYSE American under the symbol "ORM".

        ORM is externally managed and advised by Owens Financial Group, Inc. (the "ORM Manager"), a specialized commercial real estate management company that has originated, serviced and managed alternative commercial real estate investments since 1951. The ORM Manager provides ORM with all of the services vital to its operations. ORM's executive officers and most of its other staff are all employed by the ORM Manager pursuant to the ORM Management Agreement and ORM's charter. The ORM Management Agreement requires the ORM Manager to manage ORM's business affairs in conformity with the policies and investment guidelines that are approved and monitored by the ORM Board. The ORM Board is composed of a majority of independent directors.

        ORM was incorporated in Maryland on August 9, 2012. Effective May 20, 2013, Owens Mortgage Investment Fund ("OMIF"), a California Limited Partnership formed in 1984, merged with and into ORM, with ORM as the surviving corporation in the Merger. ORM commenced conducting all of the business conducted by OMIF at the effective time of the Merger. The Merger was conducted to reorganize ORM's business operations so that, among other things, ORM could elect to qualify as a REIT, for federal income tax purposes. As long as ORM qualifies as a REIT, ORM is generally not subject to U.S. federal income tax on that portion of its REIT taxable income that is distributed to ORM stockholders, provided that at least 90% of taxable income is distributed and provided that certain other requirements are met. Certain of ORM's assets that produce non-qualifying income are held in TRSs. Unlike other subsidiaries of a REIT, the income of a TRS is subject to federal and state income taxes.

        The ORM Manager arranges, services and maintains the loan and real estate portfolios for ORM. ORM's loans are secured by mortgages or deeds of trust on unimproved, improved, income-producing and non-income-producing real property, such as condominium projects, apartment complexes, shopping centers, office buildings, and other commercial or industrial properties. No single ORM loan may exceed 10% of ORM's assets as of the date the loan is made.

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The Combined Businesses (Page 65)

        Upon completion of the Merger, Ready Capital will remain a publicly traded corporation focused on acquiring, originating, managing, servicing and financing primarily SBC loans. Upon completion of the Merger, Ready Capital is expected to have a pro forma equity market capitalization of approximately $714.1 million and a total capitalization of approximately $773.7 million based on the $16.11 per share closing price of Ready Capital Common Stock on February 11, 2019. Following the completion of the Merger, the Ready Capital will continue to be externally managed by the Ready Capital Manager.

        The combined business will continue to be operated through Ready Capital and its subsidiaries, which will include ORM and its subsidiaries.

        The common stock of the Combined Company will continue to be listed on the NYSE, trading under the symbol "RC".

        Ready Capital's principal executive offices will remain located at 1140 Avenue of the Americas, 7th Floor, New York, New York 10036, and its telephone number will be (212) 257-4600.

The Merger

The Merger Agreement (Page 129)

        Ready Capital, Merger Sub and ORM have entered into the Merger Agreement attached as Annex A to this joint proxy statement/prospectus, which is incorporated herein by reference. Ready Capital and ORM encourage you to carefully read the Merger Agreement in its entirety because it is the principal document governing the Merger and the other transactions contemplated by the Merger Agreement.

The Merger (Page 76)

        Subject to the terms and conditions of the Merger Agreement, the Merger will be consummated whereby ORM will merge with and into Merger Sub, with Merger Sub continuing as the surviving company. Immediately following the Merger, the surviving company will be contributed to Ready Capital Operating Partnership in exchange for the Ready Capital OP Units in the Ready Capital Operating Partnership. As a result of the contribution transaction, ORM will become a wholly-owned subsidiary of the Ready Capital Operating Partnership.

        Immediately upon completion of the Merger, the continuing Ready Capital stockholders as of immediately prior to Closing are expected to own in the aggregate approximately 72.4% of the Combined Company's outstanding shares of common stock on a fully diluted basis, and the ORM stockholders as of immediately prior to Closing are expected to own in the aggregate the remaining approximately 27.6%, based on the number of issued and outstanding shares of Ready Capital Common Stock and ORM Common Stock (excluding Cancelled Shares) as of February 11, 2019, and the Exchange Ratio of 1.441. The exact equity stake of Ready Capital stockholders and ORM stockholders in the Combined Company immediately following the Merger will depend on the number of shares of Ready Capital Common Stock and ORM Common Stock issued and outstanding immediately prior to the Merger and the final Exchange Ratio. Once the Merger is consummated, the Combined Company will retain the name "Ready Capital Corporation", will continue to be listed on the NYSE, and its shares will trade under the symbol "RC".

Consideration for the Merger (Page 129)

        Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger, each outstanding share of ORM Common Stock (other than the Cancelled Shares) will be converted into the right to receive 1.441 shares Ready Capital Common

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Stock, subject to adjustment as provided in the Merger Agreement. The Merger Agreement provides that ORM and Ready Capital will pay an additional dividend in cash on the last business day prior to the Closing with a record date that is three business days before the payment date for ORM stockholders, and the payment date for Ready Capital stockholders. For additional information on this additional dividend, see "The Merger—Dividends" beginning on page 126

        Based on the number of shares of ORM Common Stock outstanding on January 14, 2019 and the Exchange Ratio of 1.441, it is expected that approximately 12,223,830 shares of Ready Capital Common Stock will be issued in connection with the Merger. The actual Exchange Ratio will be publicly announced at least five business days before the earlier of the special meetings of stockholders described below.

        No fractional shares of Ready Capital Common Stock will be issued in the Merger, and the value of any fractional interests to which a holder would otherwise be entitled will be paid in cash.

Recommendation of the Ready Capital Board and Its Reasons for the Merger (Page 92)

        On November 7, 2018, following careful consideration, the Ready Capital Board unanimously (i) determined that the Merger Agreement and the transactions contemplated therein, including the Merger and the Ready Capital Common Stock Issuance, are in the best interests of Ready Capital and its stockholders, (ii) approved the Merger Agreement and the transactions contemplated therein, including the Merger and the Ready Capital Common Stock Issuance, (iii) directed that the Ready Capital Common Stock Issuance Proposal be submitted to the holders of Ready Capital Common Stock for consideration at the Ready Capital special meeting and (iv) resolved to recommend, in accordance with and subject to the provisions of the Merger Agreement, that the holders of Ready Capital Common Stock approve the Ready Capital Common Stock Issuance Proposal. Certain factors considered by the Ready Capital Board in reaching its decision to authorize, approve and adopt the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement can be found in the section entitled "The Merger—Recommendation of the Ready Capital Board and Its Reasons for the Merger" beginning on page 92.

        The Ready Capital Board unanimously recommends that Ready Capital stockholders vote "FOR" the Ready Capital Common Stock Issuance Proposal and "FOR" the Ready Capital Adjournment Proposal.

Recommendation of the ORM Board and Its Reasons for the Merger (Page 96)

        On November 7, 2018, after careful consideration, the ORM Board, acting upon the unanimous recommendation of a special committee of independent directors of ORM formed for the purpose of, among other things, evaluating and making a recommendation to the ORM Board with respect to the Merger Agreement and the transactions contemplated therein, (i) determined that the Merger Agreement and the transactions contemplated therein, including the merger of ORM with and into Merger Sub, are in the best interests of ORM and its stockholders, (ii) approved the Merger Agreement and declared that the transactions contemplated therein, including the Merger and the termination of the ORM Management Agreement, are advisable, (iii) directed that the Merger, the termination of the ORM Management Agreement and the other transactions contemplated by the Merger Agreement be submitted to the holders of ORM Common Stock for consideration at the ORM special meeting and (iv) recommended that the ORM stockholders approve the Merger, the termination of the ORM Management Agreement and the other transactions contemplated by the Merger Agreement. Certain factors considered by the ORM Board in reaching its decision to approve the Merger Agreement, the Merger, the termination of the ORM Management Agreement and the other transactions contemplated by the Merger Agreement can be found in the section entitled "The Merger—Recommendation of the ORM Board and Its Reasons for the Merger" beginning on page 96.

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        The ORM Board (with Mr. Owens abstaining) unanimously recommends that the ORM stockholders vote "FOR" the ORM Merger Proposal, "FOR" the ORM Management Agreement Termination Proposal and "FOR" the ORM Adjournment Proposal.

Summary of Risks Related to the Merger (Page 38)

        You should carefully consider the following important risks, together with all of the other information included in this joint proxy statement/prospectus and the risks related to the Merger and the related transactions described under the section "Risk Factors" beginning on page 38, before deciding how to vote:

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The Ready Capital Special Meeting (Page 66)

        As of the close of business on the record date for the Ready Capital special meeting, directors and executive officers of Ready Capital and certain funds managed or advised by the Ready Capital Manager and its affiliates owned an aggregate of 13,682,021 shares of Ready Capital Common Stock entitled to vote at the Ready Capital special meeting. Ready Capital currently expects that Ready Capital's directors and executive officers and certain funds managed or advised by the Ready Capital Manager and its affiliates will vote their shares of Ready Capital Common Stock "FOR" the Ready Capital Common Stock Issuance Proposal and "FOR" the Ready Capital Adjournment Proposal, although none of them are obligated to do so.

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        Your vote as a Ready Capital stockholder is very important. Accordingly, please sign and return the enclosed proxy card whether or not you plan to attend the Ready Capital special meeting in person.

The ORM Special Meeting (Page 71)

        As of the close of business on the record date for the ORM special meeting, the directors and executive officers of ORM owned approximately 4.81% of the outstanding ORM Common Stock entitled to vote at the ORM special meeting. ORM currently expects that the ORM directors and officers will vote their shares of ORM Common Stock in favor of the ORM Merger Proposal and the ORM Management Agreement Termination Proposal, although none of them are obligated to do so.

Opinion of Ready Capital's Financial Advisor (Page 99)

        In connection with the Merger, Keefe, Bruyette & Woods, Inc. ("KBW") delivered a written opinion, dated November 7, 2018, to the Ready Capital Board as to the fairness, from a financial point of view and as of the date of the opinion, to Ready Capital of the Exchange Ratio in the proposed Merger. The full text of KBW's opinion, which describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion, is attached as Annex B to this document. The opinion was for the information of, and was directed to, the Ready Capital Board (in its capacity as such) in connection with its consideration of the financial terms of the Merger. The opinion did not address the underlying business decision of Ready Capital to engage in the Merger or enter into the Merger Agreement or constitute a recommendation to the Ready Capital Board in connection with the Merger, and it does not constitute a recommendation to any holder of Ready Capital Common Stock or any stockholder of any other entity as to how to vote in connection with the Merger or any other matter. For a further discussion on KBW's opinion see "The Merger—Opinion of Ready Capital's Financial Advisor" below.

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Opinion of the ORM Special Committee's Financial Advisor (Page 110)

        The opinion of Barclays Capital Inc. ("Barclays"), dated as of and delivered to the ORM Special Committee on November 7, 2018, to the effect that as of such date and based upon and subject to the qualifications, limitations and assumptions stated in its opinion, the Exchange Ratio to be offered to the stockholders of ORM in the proposed Merger is fair, from a financial point of view, to such stockholders. The full text of Barclays' written opinion, dated as of November 7, 2018, which sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations upon the review undertaken by Barclays in rendering its opinion, is attached hereto as Annex C and is incorporated herein by reference. Barclays provided its opinion, which was addressed to the ORM Special Committee, for the information and assistance of the ORM Special Committee in connection with its consideration of the Merger agreement. Barclays' opinion is not a recommendation to any stockholder of ORM as to how such stockholder should vote with respect to the Merger or any other matter. For a further discussion of Barclays' opinion, see "The Merger—Opinion of the ORM Special Committee's Financial Advisor" below, which provides a summary of Barclays' opinion and the methodology that Barclays used to render its opinion that is qualified in its entirety by reference to the full text of the opinion attached hereto as Annex C.

Directors and Management of Ready Capital After the Merger (Page 121)

        Following the consummation of the Merger, the number of directors on the Ready Capital Board will be increased to seven, and will include all of the current six directors of the Ready Capital Board and an additional independent director from the ORM Board: Gilbert E. Nathan. Each of the executive officers of Ready Capital immediately prior to the effective time of the Merger will continue as an executive officer of the Combined Company following the effective time of the Merger.

Interests of Ready Capital Directors and Executive Officers in the Merger (Page 121)

        In considering the recommendation of the Ready Capital Board to approve the Ready Capital Common Stock Issuance, Ready Capital stockholders should be aware that directors and executive officers of Ready Capital have certain interests in the Merger that may be different from, or in addition to, the interests of Ready Capital stockholders generally and that may present actual or potential conflicts of interests. The Ready Capital Board was aware of these interests and considered them, among other matters, in reaching its decision to approve the Merger Agreement and the transactions contemplated thereby.

        Ready Capital will continue to be managed by the Ready Capital Manager under the terms of the Ready Capital Management Agreement. Under the Ready Capital Management Agreement, the Ready Capital Manager provides the day-to-day management of Ready Capital's business, including providing Ready Capital with its executive officers and all other personnel necessary to support its operations. In exchange for its services, Ready Capital pays the Ready Capital Manager a management fee as well as reimburses it for certain expenses incurred by it and its affiliates in rendering management services to Ready Capital. Certain directors and executive officers of Ready Capital are partners and employees of the Ready Capital Manager.

        Pursuant to the Ready Capital Management Agreement, Ready Capital pays the Ready Capital Manager a management fee calculated and payable quarterly in arrears equal to 1.5% per annum of its stockholders' equity (as defined in the Ready Capital Management Agreement) up to $500 million and 1.0% per annum of its stockholders' equity in excess of $500 million. Following the Merger, Ready Capital stockholders' equity will include the additional equity attributable to the acquisition of ORM, thus the amount of the management fees payable to the Ready Capital Manager will also increase, which gives the Ready Capital Manager (and therefore, Ready Capital's management), an incentive, not shared by Ready Capital stockholders, to negotiate and effect the Merger, possibly on terms less favorable to Ready Capital than would otherwise have been achieved.

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        The Ready Capital Management Agreement was negotiated between related parties, and the terms, including fees and other amounts payable, may not be as favorable to Ready Capital as if it had been negotiated with an unaffiliated third party.

        None of Ready Capital's executive officers will receive any type of "golden parachute" compensation that is based on, or otherwise relates to, the Merger.

        For additional information, see "The Merger—Interests of Ready Capital's Directors and Executive Officers in the Merger" beginning on page 121 and "The Merger—No Merger Related Compensation to Ready Capital's Named Executive Officers" beginning on page 125.

Interests of ORM's Directors and Executive Officers in the Merger (Page 122)

        In considering the ORM Board's recommendation for ORM stockholders to approve the ORM Merger Proposal and the ORM Management Agreement Termination Proposal, ORM stockholders should be aware that directors and executive officers of ORM have interests in the Merger that may be different from, or in addition to, the interests of ORM stockholders generally and that may present actual or potential conflicts of interests. These interests include:

        Upon Closing, Gilbert E. Nathan, an independent director from the ORM Board, will be elected to the Ready Capital Board and will be entitled to compensation pursuant to Ready Capital's independent director compensation program.

Subservicing Agreement

        In connection with the Merger, on January 17, 2019, the ORM Manager and Ready Capital entered into a subservicing agreement (the "Subservicing Agreement"), effective as of effective time of the Merger, pursuant to which the ORM Manager will perform certain post-acquisition asset management services for Ready Capital, including services relating to thirteen "real estate owned" properties currently held by ORM (the "REO Assets"). Pursuant to the Subservicing Agreement, Ready Capital will pay the ORM Manager a subservicing fee of $37,000 per month and, to the extent an REO Asset is sold, a disposition fee ranging from 1.25% to 1.75% of the gross sale price of such REO Asset. The Subservicing Agreement will terminate upon the earlier of 12 months from the effective date of the Subservicing Agreement and the date on which the REO Assets have been sold or liquidated, unless terminated prior to such time by either party for "cause." Certain executive officers of ORM, including Messrs. Owens and Draper, who serve as members of the ORM Board and as executive officers of ORM, own an interest in the ORM Manager.

Other Agreements

        Ready Capital has entered into consulting agreements with certain executives of ORM and the ORM Manager pursuant to which they will provide services to Ready Capital following the Closing. Ready Capital will pay an aggregate of $115,000 for services provided under the consulting agreements, including an aggregate of $60,000 to Ms. Melina A. Platt, a named executive officer of ORM. In addition, Ready Capital has agreed to make additional payments to the ORM Manager in the aggregate amount of $70,000 if the Closing occurs, which will be paid over to certain employees who remain continuously employed by the ORM Manager through the Closing for services provided in connection with the transition. Mr. Worley, a named executive officer of ORM, will receive $50,000 of

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such amount. Ready Capital is also in discussions with certain executives and employees of ORM and the ORM Manager to engage them as employees or consultants following Closing.

        For additional information, see "The Merger—Interests of ORM's Directors and Executive Officers in the Merger" beginning on page 122, "The Merger—Merger Related Compensation to ORM's Named Executive Officers" beginning on page 124 and "The Merger—Subservicing Agreement" beginning on page 127.

Termination of the ORM Management Agreement

        The Merger Agreement requires that the ORM Management Agreement must be terminated prior to completion of the Merger. The ORM Management Agreement permits the ORM stockholders to terminate the agreement if the holders of a majority of the outstanding shares of ORM Common Stock vote in favor of such termination. The ORM Board has unanimously recommended (with Mr. Owens abstaining) that the ORM stockholders vote in favor of terminating the ORM Management Agreement.

Conditions to Complete the Merger (Page 147)

        A number of conditions must be satisfied or, to the extent permitted by law, waived before the Merger can be consummated. These include, among others:

Regulatory Approvals Required for the Merger (Page 125)

        Ready Capital and ORM are not aware of any material federal or state regulatory requirements that must be complied with, or approvals that must be obtained, in connection with the Merger or the other transactions contemplated by the Merger Agreement.

Listing of Ready Capital Common Stock and Deregistration of ORM Common Stock (Page 127)

        It is a condition to the completion of the Merger that the shares of Ready Capital Common Stock issuable in connection with the Merger be approved for listing on the NYSE, subject to official notice

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of issuance. After the Merger is completed, the ORM Common Stock will no longer be listed on the NYSE American and will be deregistered under the Exchange Act.

Accounting Treatment (Page 125)

        Because both Ready Capital and ORM have significant pre-combination activities, the Merger will be accounted for as a business combination by the Combined Company in accordance with Accounting Standards Codification Topic 805, "Business Combinations," which is referred to as ASC 805. In applying the acquisition method specified by ASC 805, it is necessary to identify the accounting acquirer, which may be different from the legal acquirer. Factors considered in identifying an accounting acquirer include, but are not limited to, the relative size of the merging companies, the relative voting interests of the respective stockholders after consummation of a merger, and the composition of senior management and the board after consummation of a merger. Based upon consideration of those factors, Ready Capital has been designated as the accounting acquirer, resulting in an acquisition of ORM. The assets (including identifiable intangible assets) and liabilities (including executory contracts and other commitments) of ORM will be recorded at their respective fair values at the date of the Merger. The consideration transferred in a business combination is typically measured by reference to the fair value of equity issued or other assets transferred by the accounting acquirer. Accordingly, the fair value of the consideration transferred will be measured based on the number of shares of common stock Ready Capital issues to the stockholders of ORM multiplied by the closing price of Ready Capital Common Stock on the day immediately preceding the merger. If the fair value of the consideration transferred exceeds the fair value of the net assets and liabilities acquired, the excess will be recorded as goodwill. Alternatively, if the fair value of the net assets and liabilities acquired exceeds the fair value of consideration transferred, the transaction could result in a bargain purchase gain. Consolidated financial statements of the Combined Company issued after the Merger will reflect these fair value adjustments and the combined results of operations subsequent to the effective date of the Merger. Because Ready Capital is designated as the accounting acquirer, its historical financial statements will become the historical financial statements of the Combined Company upon consummation of the Merger. See "Merger—Accounting Treatment" on page 125.

Comparison of Rights of Ready Capital stockholders and ORM stockholders (Page 210)

        Holders of ORM Common Stock will have different rights following the effective time of the Merger because they will hold shares of Ready Capital Common Stock instead of shares of ORM Common Stock, and there are differences between the governing documents of Ready Capital and ORM. For more information regarding the differences in rights of Ready Capital stockholders and ORM stockholders, see "Comparison of Rights of Ready Capital stockholders and ORM stockholders" beginning on page 210.

Appraisal Rights (Page 125)

        Neither holders of Ready Capital Common Stock nor holders of ORM Common Stock will be entitled to appraisal rights.

Competing Proposals (Page 142)

        From and after the date of the Merger Agreement until the effective time of the Merger or if earlier, the termination of the Merger Agreement, each of Ready Capital and ORM will not, and will cause its subsidiaries and will instruct its representatives not to, among other things, directly or indirectly:

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        Notwithstanding the restrictions set forth above, at any time prior to obtaining the applicable approval of the ORM stockholders at the ORM stockholder meetings, ORM may, directly or indirectly through one or more of its representatives, engage in discussions or negotiations with any person with respect to a Competing Proposal or furnish non-public information regarding ORM or any of its subsidiaries, or access to the properties, assets or employees of ORM or any of its subsidiaries, to any person who has made a written, bona fide ORM Competing Proposal, in each case, if certain conditions are met and the ORM Board or any committee thereof determines, after consultation with its financial advisors and outside legal counsel, that such proposal is, or could be reasonably expected to lead to an ORM Superior Proposal.

        At any time prior to obtaining the applicable approval of its stockholders at its stockholder meetings, ORM may (i) effect a change in its board recommendation in response to a bona fide written ORM Competing Proposal from a third party that was, among other things, not solicited at any time following the execution of the Merger Agreement and did not arise from a material breach of the obligations set forth in certain provisions of the Merger Agreement, if the ORM Board or any committee thereof, among other things, determines after consultation with its financial advisors and outside legal counsel and taking into account any revised proposal that Ready Capital may have made, that a Competing Proposal is an ORM Superior Proposal or (ii) terminate the Merger Agreement in order to enter into a definitive agreement with respect to an ORM Superior Proposal, if prior to doing so, among other things, the ORM Board or any committee thereof determines after consultation with its financial advisors and outside legal counsel and taking into account any revised proposal that Ready Capital may have made, that a Competing Proposal is an ORM Superior Proposal and ORM pays Ready Capital a termination fee of $8.0 million.

        See "The Merger Agreement—Competing Proposals" beginning on page 142.

Termination of the Merger Agreement (Page 149)

        The Merger Agreement may be terminated at any time before the effective time of the Merger by the mutual written consent of Ready Capital and ORM.

        The Merger Agreement may also be terminated prior to the effective time of the Merger by either Ready Capital or ORM if:

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        ORM also may terminate the Merger Agreement in order to enter into a definitive agreement with respect to an ORM Superior Proposal.

        For more information regarding termination of the Merger Agreement, see "The Merger Agreement—Termination of the Merger Agreement" beginning on page 149.

Termination Fees and Expenses (Page 150)

        Generally, all fees and expenses incurred in connection with the Merger and the other transactions contemplated by the Merger Agreement will be paid by the party incurring those fees and expenses; provided that, in certain circumstances, Ready Capital may be obligated to pay to ORM a termination fee of $10.0 million or an expense amount equal to $1.0 million, or ORM may be obligated to pay to Ready Capital a termination fee of $8.0 million or an expense amount equal to $1.0 million.

        For further discussion of the termination fees, see "The Merger Agreement—Termination Fees and Expenses" beginning on page 150.

Litigation Relating to the Merger (Page 128)

        A purported class action lawsuit has been filed by an individual who claims to be a stockholder of ORM. The lawsuit, Richard Scarantino v. Owens Realty Mortgage,  Inc., et al. (the "Scarantino Lawsuit"), was filed in the Circuit Court for Baltimore City, Maryland on February 8, 2019. It names ORM, its directors and Ready Capital as defendants. The plaintiff alleges that the ORM directors breached their fiduciary duties because, according to the plaintiff, the consideration to be received by ORM's shareholders in the Merger "appears inadequate," some financial and other disclosures to ORM's stockholders regarding the Merger are deficient, and the terms of the Merger Agreement have precluded other bidders from making competing offers for ORM. The plaintiff seeks, among other things: injunctive relief preventing the defendants from proceeding with, consummating, or closing the Merger; rescission of the Merger or rescissory damages if the Merger is consummated prior to entry of final judgment by the court; an accounting of any damages suffered as a result of the wrongdoing he alleges; and litigation costs (including attorneys' and expert fees and expenses). Ready Capital and ORM believe the claims asserted in the Scarantino Lawsuit are without merit. For more information, see "Litigation Relating to the Merger" on page 128.

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Material U.S. Federal Income Tax Consequences (Page 153)

        The Merger is intended to qualify as a reorganization within the meaning of Section 368(a) of the Code, and the closing of the Merger is conditioned on the receipt by each of ORM and Ready Capital of an opinion from its respective tax counsel to that effect. Provided that the Merger qualifies as a reorganization within the meaning of Section 368(a) of the Code, the holders of ORM Common Stock generally will not recognize any gain or loss for U.S. federal income tax purposes on the exchange of shares of ORM Common Stock for shares of Ready Capital Common Stock in the Merger, except with respect to any cash received in lieu of fractional shares of Ready Capital Common Stock. A holder of ORM Common Stock generally will recognize gain or loss with respect to cash received in lieu of a fractional share of Ready Capital Common Stock in the Merger measured by the difference, if any, between the amount of cash received for such fractional share and the holder's tax basis in such fractional share. The holders of Ready Capital Common Stock generally will not recognize any gain or loss for U.S. federal income tax purposes.

        The tax consequences to you of the Merger will depend on your own situation. You should consult your tax advisor for a full understanding of the tax consequences to you of the Merger. For more information regarding the U.S. federal income tax consequences of the Merger to holders of ORM Common Stock and the ownership of Ready Capital Common Stock, please see "Material U.S. Federal Income Tax Consequences—Material U.S. Federal Income Tax Consequences of the Merger" beginning on page 154 and "—The Combined Company" beginning on page 158.

Description of Ready Capital Stock (Page 199)

        As of February 11, 2019, 32,105,112 shares of Ready Capital Common Stock were issued and outstanding and zero shares of Ready Capital preferred stock were issued and outstanding. Based on the Exchange Ratio of 1.441, upon consummation of the Merger, the Combined Company would be expected to have approximately 44,328,942 shares of Ready Capital Common Stock, zero shares of Ready Capital preferred stock issued and outstanding.

        Voting rights are vested in the holders of the Ready Capital Common Stock, and such holders are entitled to receive dividends on such Ready Capital Common Stock if, as and when authorized by the Ready Capital Board, and declared by Ready Capital out of assets legally available therefor.

Selected Historical Financial Information of Ready Capital

        The following selected historical financial information for each of the years during the five-year period ended December 31, 2017 and the selected balance sheet data as of December 31 for each of the years in the five-year period ended December 31, 2017, have been derived from Ready Capital's audited consolidated financial statements and related notes included in Ready Capital's Annual Report on Form 10-K for the year ended December 31, 2017, which is incorporated by reference herein. The selected historical financial information as of September 30, 2018 and for the nine months ended September 30, 2018 and 2017 have been derived from Ready Capital's unaudited interim consolidated financial statements and related notes included in Ready Capital's Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, which is incorporated herein by reference. The following selected historical financial information as of September 30, 2017 has been derived from Ready Capital's unaudited interim consolidated financial statements and related notes included in Ready Capital's Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, which is not included or incorporated herein by reference.

        Ready Capital prepared the consolidated financial statements utilizing the specialized accounting principles of Accounting Standards Codification Topic 946, Financial Services—Investment Companies (ASC Topic 946) from its inception through September 30, 2013. In accordance with this specialized accounting guidance, Ready Capital carried its investments at fair value, did not consolidate loan

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securitizations on its consolidated financial statements and recorded investments in subsidiary entities as investments or using the equity method of accounting. Following the conversion from investment company to operating company accounting, Ready Capital did not prepare its consolidated financial statements utilizing the specialized accounting guidance for investment companies, and, therefore, it no longer reflected the SBC loan assets that were held in its securitization trusts as mortgage-backed securities, but instead consolidated the SBC loans held in these trusts and the associated notes on Ready Capital's consolidated balance sheet and included both the interest income from such SBC loans and the associated interest expense on the notes in Ready Capital's consolidated statements of income.

        On October 31, 2016, Ready Capital became a publicly traded company through its merger with and into a subsidiary of ZAIS Financial Corp. ("ZAIS Financial"), with ZAIS Financial surviving the merger and changing its name to Sutherland Asset Management Corporation (and later changing to Ready Capital Corporation on September 25, 2018). Ready Capital was designated as the accounting acquirer because of its larger pre-merger size relative to ZAIS Financial, the relative voting interests of Ready Capital's stockholders after consummation of the merger, and Ready Capital's senior management and board continuing on after the consummation of the merger. Because it was designated as the accounting acquirer, Ready Capital's historical financial statements (and not those of ZAIS Financial) are the historical financial statements following the consummation of the merger and are included in this joint proxy statement/prospectus. Ready Capital's results of operations for the year ended December 31, 2016 include for the last two months of the year the operating results related to the assets of ZAIS Financial which were not disposed of prior to the closing of the merger.

        The information set forth below is not necessarily indicative of future results and you should read the selected historical financial information presented below together with the consolidated financial statements and the related notes thereto and management's discussion and analysis of financial condition and results of operations of Ready Capital included in Ready Capital's Annual Report on Form 10-K for the year ended December 31, 2017 and its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2018 (filed as Sutherland Asset Management Corporation), June 30, 2018 (filed as Sutherland Asset Management Corporation) and September 30, 2018, which are incorporated

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herein by reference. See also "Where You Can Find More Information and Incorporation by Reference" on page 225.

 
  Operating Company Accounting(a)   Investment Company
Accounting(b)
 
 
  As of and
for the
Nine Months
Ended
September 30,
2018
  As of and
for the
Nine Months
Ended
September 30,
2017
  As of and
for the
Year Ended
December 31,
2017
  As of and
for the
Year Ended
December 31,
2016
  As of and
for the
Year Ended
December 31,
2015
  As of and
for the
Year Ended
December 31,
2014
  As of and
for the
Quarter
Ended
December 31,
2013
  As of and
for the
Nine Months
Ended
September 30,
2013
 
 
  (In thousands, except share data)
 

Income Statement Data

                                                 

Interest income

  $ 123,295   $ 102,169   $ 138,305   $ 137,023   $ 148,955   $ 92,947   $ 6,150   $ 11,089  

Interest expense

    (77,996 )   (53,579 )   (74,646 )   (57,772 )   (47,806 )   (19,245 )   (2,183 )    

Provision for loan losses

    (571 )   (1,857 )   (2,363 )   (7,819 )   (19,643 )   (11,797 )   (1,749 )    

Other non-interest income (expense)

    (32,394 )   (29,970 )   (39,172 )   (31,068 )   (34,188 )   (39,113 )   (5,071 )   (11,944 )

Realized and unrealized gains

    43,760     18,084     26,329     24,851     5,913     13,498     1,939     3,483  

Provision for income taxes

    (4,123 )   (1,763 )   (1,839 )   (9,651 )   (7,810 )   (897 )        

Net income from continuing operations

    51,971     33,084     45,814     55,564     45,421     35,393     (914 )   2,668  

Loss from discontinued operations, net of tax

                (2,158 )   (653 )   (2,671 )   (1,294 )    

Net income

    51,971     33,084     45,814     53,406     44,768     32,722     (2,208 )   2,668  

Net income attributable to Ready Capital Corporation

    50,081     31,193     43,290     49,169     40,383     29,337     (1,832 )   2,628  

Basic earnings per share:

                                                 

Continuing operations

  $ 1.57   $ 1.00   $ 1.38   $ 1.93   $ 1.62   $ 1.30     (0.05 )   N/A  

Net income

  $ 1.57   $ 1.00   $ 1.38   $ 1.85   $ 1.59   $ 1.19     (0.11 )   N/A  

Diluted earnings per share:

                                                 

Continuing operations

  $ 1.57   $ 1.00   $ 1.38   $ 1.93   $ 1.62   $ 1.30     (0.05 )   N/A  

Net income

  $ 1.57   $ 1.00   $ 1.38   $ 1.85   $ 1.59   $ 1.19     (0.11 )   N/A  

Dividends declared per share of common stock

  $ 1.17   $ 1.11   $ 1.48   $ 1.61   $ 1.78   $ 1.15         N/A  

Weighted-average basic shares of common stock outstanding(c)

    32,073,665     31,120,476     31,350,102     26,647,981     25,287,277     24,595,199     17,007,632     N/A  

Balance Sheet Data

                                                 

Total assets

  $ 2,900,759   $ 2,503,143   $ 2,523,503   $ 2,605,267   $ 2,329,781   $ 1,680,896   $ 621,659     N/A  

Total liabilities

  $ 2,331,723   $ 1,948,090   $ 1,968,036   $ 2,053,165   $ 1,849,568   $ 1,206,205   $ 150,752     N/A  

Total Ready Capital Corporation Stockholders' equity

  $ 549,570   $ 535,715   $ 536,073   $ 513,097   $ 441,321   $ 425,560   $ 420,980     N/A  

Total non-controlling interests

  $ 19,466   $ 19,338   $ 19,394   $ 39,005   $ 38,892   $ 49,131   $ 49,927     N/A  

(a)
Non-investment Company Accounting applying other U.S. GAAP.

(b)
Investment Company Accounting applying specialized industry-specific accounting guidance contained in ASC Topic 946.

(c)
Includes vested Restricted Stock Units ("RSUs").

Explanatory Note

        On January 1, 2018, Ready Capital adopted Accounting Standard Update No. 2016-18: Statement of Cash Flows—Restricted Cash ("ASU 2016-18"). The amendments in ASU 2016-18 require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and

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amounts generally described as restricted cash or restricted cash equivalents. Thus, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the statement of cash flows. This change was adopted retrospectively in Ready Capital's condensed consolidated financial statements included in the Quarterly Reports on Form 10-Q during the fiscal year 2018. Ready Capital does not believe that the adoption of the ASU 2016-18 amendments have a material impact on Ready Capital's consolidated financial statements, and therefore, Ready Capital's consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2017 have not been recast to reflect this immaterial change. The adoption of the ASU 2016-18 amendments resulted in a change to the consolidated statement of cash flows for the years ended December 31, 2017 and 2016, which will be reflected in Ready Capital's Annual Report on Form 10-K for the year ended December 31, 2018. The adoption of the ASU 2016-18 amendments also resulted in a change to the consolidated statement of cash flows for the year ended December 31, 2015. The following table provides information regarding Ready Capital's cash flows for the years ended December 31, 2017, 2016 and 2015, adjusted to reflect ASU 2016-18 (in thousands):

 
  Year Ended December 31,  
 
  2017   2016   2015  

Net cash provided by operating activities

  $ 352,489   $ 16,482   $ 28,501  

Net cash (used in) provided by operating activities of discontinued operations

        (1,719 )   428  

Net cash (used in) provided by investing activities

    (235,728 )   385,052     (185,409 )

Net cash used in investing activities of discontinued operations

                (1,264 )

Net cash (used in) provided by financing activities

    (106,396 )   (381,461 )   144,589  

Net increase (decrease) in cash, cash equivalents and restricted cash

    10,365     18,354     (13,155 )

Cash, cash equivalents and restricted cash—beginning of year

    80,564     62,210     75,365  

Cash, cash equivalents and restricted cash—end of year

  $ 90,929   $ 80,564   $ 62,210  

Selected Historical Financial Information of ORM

        The following selected historical financial information for each of the years during the five-year period ended December 31, 2017 and the selected balance sheet data as of December 31 for each of the years in the five-year period ended December 31, 2017, have been derived from ORM's audited consolidated financial statements and related notes included in ORM's Annual Report on Form 10-K for the year ended December 31, 2017, which is incorporated by reference herein.

        The selected historical financial information as of September 30, 2018 and for the nine months ended September 30, 2018 and 2017 have been derived from ORM's unaudited interim consolidated financial statements and related notes included in ORM's Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, which is incorporated herein by reference. The following selected historical financial information as of September 30, 2017 has been derived from ORM's unaudited interim consolidated financial statements and related notes included in Ready Capital's Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 which is not included or incorporated herein by reference.

        The information set forth above is not necessarily indicative of future results and you should read the selected historical financial information presented below together with the consolidated financial statements and the related notes thereto and management's discussion and analysis of financial condition and results of operations of ORM included in ORM's Annual Report on Form 10-K for the year ended December 31, 2017 and its Quarterly Reports on Form 10-Q for the quarters ended

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March 31, 2018, June 30, 2018 and September 30, 2018 which are incorporated herein by reference. See also "Where You Can Find More Information and Incorporation by Reference" on page 225.

 
  As of and
for the
Nine Months
Ended
September 30,
2018
  As of and
for the
Nine Months
Ended
September 30,
2017
  As of and
for the
Year Ended
December 31,
2017
  As of and
for the
Year Ended
December 31,
2016
  As of and
for the
Year Ended
December 31,
2015
  As of and
for the
Year Ended
December 31,
2014
  As of and
for the
Year Ended
December 31,
2013
 
 
  (In thousands, except share data)
 

Income Statement Data

                                           

Interest income

  $ 9,415   $ 8,152   $ 10,841   $ 8,922   $ 8,277   $ 5,382   $ 3,021  

Rental Income

    3,421     3,392     4,505     7,977     12,791     12,268     11,223  

Other revenues

    226     138     187     179     175     170     165  

Total revenue

  $ 13,062   $ 11,682   $ 15,533   $ 17,078   $ 21,243   $ 17,820   $ 14,409  

Real estate operating expenses

    3,348     3,890     4,981     7,046     8,510     8,158     8,151  

Depreciation and amortization

    597     917     1,138     1,258     2,052     2,255     2,485  

Management fees

    2,186     2,781     3,546     3,286     2,051     1,727     1,664  

Interest expense

    1,833     1,121     1,588     2,859     1,938     1,162     514  

(Reversal of) provision for loan losses

    (207 )   (222 )   (360 )   1,285     (1,027 )   (1,870 )   (7,822 )

Impairment losses on real estate properties

    746     649     1,423     3,228     1,590     179     666  

Other expenses

    1,666     1,812     2,597     1,882     1,618     1,822     1,828  

Total expenses

  $ 10,169   $ 10,948   $ 14,913   $ 20,844   $ 16,732   $ 13,433   $ 7,486  

Operating income (loss)

    2,893     734     620     (3,766 )   4,511     4,387     6,922  

Gains sales of real estate, net

    2,485     14,460     14,729     24,498     21,818     3,243     2,943  

Gains on foreclosure of loans

                        465     952  

Settlement expense

            (2,627 )                

Net income (loss) before income taxes

  $ 5,378   $ 15,194   $ 12,722   $ 20,732   $ 26,329   $ 8,095   $ 10,818  

Income tax (expense) benefit

    (317 )   (2,090 )   (4,042 )   7,249     (93 )        

Net income

    5,061     13,104     8,680     27,981     26,236     8,095     10,818  

Net income attributable to non-controlling interests

                (3,571 )   (2,667 )   (165 )   (2,085 )

Net income attributable to common stockholders

  $ 5,061   $ 13,104   $ 8,680   $ 24,410   $ 23,569   $ 7,930   $ 8,733  

Weighted-average shares outstanding

    8,859,495     10,222,529     10,162,496     10,247,477     10,594,807     10,768,370     11,127,820  

Earnings per common share (basic and diluted)

  $ 0.57   $ 1.28   $ 0.85   $ 2.38   $ 2.22   $ 0.74   $ 0.78  

Dividends declared per common share

  $ 0.56   $ 0.28   $ 0.38   $ 0.32   $ 0.41   $ 0.27   $ 0.25  

Balance Sheet Data

                                           

Loans, net

  $ 144,212   $ 134,917   $ 144,344   $ 126,975   $ 104,901   $ 65,164   $ 54,057  

Real estate held for sale

    37,026     56,809     56,110     75,844     100,191     59,494     5,890  

Real estate held for investment

    22,710     25,560     24,356     37,280     53,647     103,522     129,426  

Other assets

    27,313     38,373     14,201     19,464     13,254     13,743     17,268  

Total assets

    231,261     255,659     239,011     259,562     271,994     241,924     206,642  

Total indebtedness

    36,751     29,781     31,747     38,362     66,375     49,020     13,918  

Total liabilities

  $ 40,034   $ 33,075   $ 38,021   $ 44,035   $ 72,485   $ 53,177   $ 20,415  

Non-controlling interests

  $   $   $   $   $ 4,529   $ 4,175   $ 6,352  

Total equity

    191,227     222,584     200,990     215,528     199,509     188,747     186,226  

Book value per share

  $ 22.54   $ 22.12   $ 22.10   $ 21.03   $ 19.03   $ 17.14   $ 16.66  

Selected Unaudited Pro Forma Condensed Combined Financial Information (Page 228)

        The following table shows summary unaudited pro forma condensed combined financial information about the condensed combined financial condition and operating results of Ready Capital and ORM after giving effect to the Merger. The unaudited pro forma condensed combined financial

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information assumes that the Merger is accounted for as a business combination with Ready Capital as the acquiring entity. The unaudited pro forma condensed combined balance sheet data gives effect to the Merger as if it had occurred on September 30, 2018. The unaudited pro forma condensed combined statements of income data gives effect to the Merger as if it had occurred on January 1, 2017. The summary unaudited pro forma condensed combined financial information listed below has been derived from and should be read in conjunction with (1) the more detailed unaudited pro forma condensed combined financial information, including the notes thereto, appearing elsewhere in this joint proxy statement/prospectus and (2) the historical consolidated financial statements and related notes of both Ready Capital and ORM, incorporated herein by reference. See "Unaudited Pro Forma Condensed Combined Financial Information" beginning on page 228 and "Where You Can Find More Information and Incorporation by Reference" beginning on page 225.

 
  As of and for the Nine Months Ended September 30, 2018  
 
  Ready Capital
Corporation
(Historical)
  ORM
(Historical)
  Pro Forma
Adjustments
  Pro Forma
Combined
 
 
  (In thousands, except share data)
 

Income Statement Data

                         

Interest income

  $ 123,295   $ 9,415   $ 726   $ 133,436  

Interest expense

    (77,996 )   (1,833 )       (79,829 )

Provision for loan losses

    (571 )   207         (364 )

Other non-interest income

    63,913     6,132     140     70,185  

Other non-interest expense

    (96,307 )   (8,543 )   242     (104,608 )

Realized and unrealized gains

    43,760             43,760  

Provision for income taxes

    (4,123 )   (317 )       (4,440 )

Net income

    51,971     5,061     1,108     58,140  

Net income attributable to common stockholders

    50,081     5,061     1,080     56,222  

Earnings per share—Basic

  $ 1.57   $ 0.57   $   $ 1.27  

Earnings per share—Diluted

  $ 1.57   $ 0.57   $   $ 1.27  

Weighted average shares of common stock outstanding

    32,073,665     8,859,495     12,223,830     44,297,495  

Balance Sheet Data

                         

Total assets

  $ 2,900,759   $ 231,261   $ 13,478   $ 3,145,498  

Total liabilities

  $ 2,331,723   $ 40,034   $   $ 2,371,757  

Total common stockholders' equity

  $ 549,570   $ 191,227   $ 13,663   $ 754,460  

Total non-controlling interests

  $ 19,466   $   $ (185 ) $ 19,281  

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Table of Contents


 
  For the Year Ended December 31, 2017  
 
  Ready Capital
Corporation
(Historical)
  ORM
(Historical)
  Pro Forma
Adjustments
  Pro Forma
Combined
 
 
  (In thousands, except share data)
 

Income Statement Data

                         

Interest income

  $ 138,305   $ 10,841   $ 757   $ 149,903  

Interest expense

    (74,646 )   (1,588 )       (76,234 )

Provision for loan losses

    (2,363 )   360         (2,003 )

Other non-interest income

    73,152     19,421     103     92,675  

Other non-interest expense

    (113,124 )   (16,312 )   392     (129,043 )

Realized and unrealized gains

    26,329             26,329  

Provision for income taxes

    (1,839 )   (4,042 )       (5,881 )

Net income

    45,814     8,680     1,253     55,747  

Net income attributable to common stockholders

    43,290     8,680     1,221     53,191  

Earnings per share—Basic

  $ 1.38   $ 0.85   $   $ 1.16  

Earnings per share—Diluted

  $ 1.38   $ 0.85   $   $ 1.16  

Weighted average shares of common stock outstanding

    31,350,102     10,162,496     14,644,157     45,994,259  

Unaudited Comparative Per Share Information (Page 198)

        The following table sets forth for the year ended December 31, 2017 and as of and for the nine months ended September 30, 2018, selected per share information for Ready Capital Common Stock on a historical and pro forma combined basis and for ORM Common Stock on a historical and pro forma equivalent basis. The historical information for the year ended December 31, 2017 is derived from audited financial statements. You should read the table below together with the historical consolidated financial statements and related notes thereto of Ready Capital and ORM contained in Ready Capital's Annual Report on Form 10-K for the year ended December 31, 2017, ORM's Annual Report on Form 10-K for the year ended December 31, 2017, and each of Ready Capital's and ORM's respective Quarterly Reports on Form 10-Q for the quarter ended March 31, 2018, June 30, 2018 and September 30, 2018, all of which are incorporated herein by reference into this joint proxy statement/prospectus. See "Where You Can Find More Information and Incorporation by Reference" beginning on page 225.

        The unaudited pro forma combined amounts and the unaudited pro forma combined equivalent amounts were calculated using the methodology as described in the section titled "Unaudited Pro Forma Condensed Combined Financial Information," and are subject to all the assumptions, adjustments and limitations described thereunder. The unaudited pro forma data and equivalent per share information give effect to the Merger as if it had been effective on the dates presented in the case of book value data, and as if it occurred on January 1, 2017 in the case of earnings per share and dividends data. The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual financial position and operating results would have been had the Merger

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occurred on such dates, nor do they purport to represent Ready Capital's future financial position or operating results.

 
  Ready Capital
Corporation
Historical
  ORM
Historical
  Pro Forma
Combined
  Pro Forma
Combined
Equivalent(2)
 

Earnings (loss) Per Common Share

                         

Basic: For the nine months ended September 30, 2018

  $ 1.57   $ 0.57   $ 1.37   $ 1.27  

Diluted: For the nine months ended September 30, 2018

  $ 1.57   $ 0.57   $ 1.37   $ 1.27  

Basic: For the year ended December 31, 2017

  $ 1.38   $ 0.85   $ 1.28   $ 1.16  

Diluted: For the year ended December 31, 2017

  $ 1.38   $ 0.85   $ 1.28   $ 1.16  

Book Value per Common Share

                         

September 30, 2018

  $ 17.14   $ 22.54   $ 19.08   $ 17.03  

Dividends per share of common stock(1)

                         

For the nine months ended September 30, 2018

  $ 1.17   $ 0.56   $ 1.04   $ 1.00  

For the year ended December 31, 2017

  $ 1.48   $ 0.38   $ 1.26   $ 1.13  

(1)
Pro forma dividends per share of common stock are not presented as the dividend policy for the Combined Company will be determined by the Ready Capital Board following the completion of the Merger.

(2)
Reflects shares of ORM Common Stock after giving effect to the Exchange Ratio of 1.441.

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RISK FACTORS

        In addition to other information included elsewhere in this joint proxy statement/prospectus and in the annexes to this joint proxy statement/prospectus, including the matters addressed in the section entitled "Cautionary Statement Regarding Forward-Looking Statements" beginning on page 61, you should carefully consider the following risk factors in deciding whether to vote for the Ready Capital Common Stock Issuance Proposal, the ORM Merger Proposal or the ORM Management Agreement Termination Proposal. In addition, you should read and consider the risks associated with the businesses of each of Ready Capital and ORM. These risks can be found in the Annual Report on Form 10-K for the year ended December 31, 2017 and other reports of ORM and the Annual Report on Form 10-K for the year ended December 31, 2017 and other reports of Ready Capital, which reports are incorporated by reference into this joint proxy statement/prospectus, including particularly the sections therein titled "Risk Factors". You should also read and consider the other information in this joint proxy statement/prospectus and the other documents incorporated by reference into this joint proxy statement/prospectus. Please also see "Where You Can Find More Information and Incorporation by Reference" on page 225.

Risks Related to the Merger

The Merger is subject to a number of conditions which, if not satisfied or waived in a timely manner, would delay the Merger or adversely impact Ready Capital's and ORM's ability to complete the transaction.

        The completion of the Merger is subject to the satisfaction or waiver of a number of conditions. In addition, under circumstances specified in the Merger Agreement, Ready Capital or ORM may terminate the Merger Agreement. In particular, completion of the Merger requires (i) the approval of the ORM Merger Proposal and the ORM Management Agreement Termination Proposal by the ORM stockholders, and (ii) the approval of the Ready Capital Common Stock Issuance Proposal by Ready Capital stockholders. While it is currently anticipated that the Merger will be completed shortly after the later of the ORM special meeting to approve the ORM Merger Proposal and the ORM Management Agreement Termination Proposal and the Ready Capital special meeting to approve the Ready Capital Common Stock Issuance Proposal, there can be no assurance that the conditions to Closing will be satisfied in a timely manner or at all, or that an effect, event, circumstance, occurrence, development or change will not transpire that could delay or prevent these conditions from being satisfied. Accordingly, Ready Capital and ORM cannot provide any assurances with respect to the timing of the Closing, whether the Merger will be completed at all and when the ORM stockholders would receive the consideration for the Merger, if at all.

Failure to consummate the Merger as currently contemplated or at all could adversely affect the price of Ready Capital Common Stock or ORM Common Stock and the future business and financial results of Ready Capital and/or ORM.

        The Merger may be consummated on terms different than those contemplated by the Merger Agreement, or the Merger may not be consummated at all. If the Merger is not completed, or is completed on different terms than as contemplated by the Merger Agreement, Ready Capital and ORM could be adversely affected and subject to a variety of risks associated with the failure to consummate the Merger, or to consummate the Merger as contemplated by the Merger Agreement, including the following:

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        Any delay in the consummation of the Merger or any uncertainty about the consummation of the Merger on terms other than those contemplated by the Merger Agreement, or if the Merger is not completed, could materially adversely affect the business, financial results and stock price of Ready Capital and ORM.

The Merger Agreement contains provisions that could discourage a potential competing acquirer of either Ready Capital or ORM or could result in any competing acquisition proposal being at a lower price than it might otherwise be.

        The Merger Agreement contains provisions that, subject to limited exceptions, restrict the ability of each of Ready Capital and ORM to solicit, initiate, knowingly encourage or facilitate any Competing Proposal. With respect to any written, bona fide Competing Proposal received by either Ready Capital or ORM, the other party generally has an opportunity to offer to modify the terms of the Merger Agreement in response to such proposal before the Ready Capital Board or ORM Board, as the case may be, or committee thereof, may withdraw or modify its recommendation to their respective stockholders in response to such Competing Proposal. In the event that either party's board of directors withdraws or modifies its recommendation, the other party may terminate the Merger Agreement, in which case ORM may be required to pay to Ready Capital a termination fee of $8.0 million or Ready Capital may be required to pay to ORM a termination fee of $10.0 million, payable by the party whose board withdrew or modified its recommendation. Similarly, such termination fees less any amount previously paid as expense reimbursement may be payable in certain other circumstances as described in the Merger Agreement. See "The Merger Agreement—Competing Proposals" beginning on page 142, "The Merger Agreement—Termination of the Merger Agreement" beginning on page 149 and "The Merger Agreement—Termination Fees and Expenses" beginning on page 150.

        These provisions could discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of Ready Capital or ORM from considering or proposing a competing acquisition, even if the potential competing acquirer was prepared to pay consideration with a higher per share cash value than that market value proposed to be received or realized in the Merger, or might result in a potential competing acquirer proposing to pay a lower price than it might otherwise have proposed to pay because of the added expense of the termination fee or expense amount that may become payable in certain circumstances under the Merger Agreement.

The pendency of the Merger could adversely affect Ready Capital's and ORM's business and operations.

        In connection with the pending Merger, some of the parties with whom Ready Capital or ORM does business may delay or defer decisions, which could negatively impact Ready Capital's or ORM's revenues, earnings, cash flows and expenses, regardless of whether the Merger is completed. In addition, under the Merger Agreement, Ready Capital and ORM are each subject to certain restrictions on the conduct of its respective business prior to completing the Merger. These restrictions may prevent Ready Capital or ORM from pursuing certain strategic transactions, acquiring and disposing assets, undertaking certain capital projects, undertaking certain financing transactions and

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otherwise pursuing other actions that are not in the ordinary course of business, even if such actions could prove beneficial. These restrictions may impede Ready Capital's or ORM's growth which could negatively impact its respective revenue, earnings and cash flows. Additionally, the pendency of the Merger may make it more difficult for Ready Capital or ORM to effectively retain and incentivize key personnel.

A decline in Ready Capital's adjusted book value per share below $16.63 or ORM's adjusted book value per share below $21.86 as of the Determination Date will affect the number of shares of Ready Capital Common Stock issued by Ready Capital and received by ORM stockholders at the Closing, and the market value of Ready Capital Common Stock received by ORM stockholders will fluctuate based on the trading price of Ready Capital Common Stock.

        The number of shares of Ready Capital Common Stock to be received by ORM stockholders will be based on the Exchange Ratio of 1.441, subject to adjustment as provided in the Merger Agreement. Pursuant to the terms of the Merger Agreement, each share of ORM Common Stock outstanding as of immediately prior to the effective time of the Merger will be converted into the right to receive 1.441 shares of Ready Capital Common Stock, plus cash in lieu of fractional shares. The base Exchange Ratio of 1.441 will not be adjusted if, on the Determination Date, the adjusted book value per share of ORM is equal to or greater than $21.86 and the adjusted book value per share of Ready Capital is equal to or greater than $16.63. However, if, on the Determination Date, the adjusted book value per share of ORM is less than $21.86 or the adjusted book value per share of Ready Capital is less than $16.63, the Exchange Ratio will be adjusted and calculated as provided in the Merger Agreement. See "The Merger Agreement—Consideration for the Merger" on page 129. As a result, a decline in Ready Capital's adjusted book value per share below $16.63 or ORM's adjusted book value per share below $21.86 as of the Determination Date will affect the number of shares of Ready Capital Common Stock issued by Ready Capital and received by ORM stockholders at the Closing.

        Changes in Ready Capital's book value per share and ORM's book value per share may result from a variety of factors (some of which may be beyond the control of Ready Capital and ORM), including the following factors:

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        Additionally, the market value of Ready Capital Common Stock received by ORM stockholders will fluctuate based on the trading price of Ready Capital Common Stock. Therefore, Ready Capital stockholders cannot be sure of the final Exchange Ratio or the market value of the consideration that will be paid to ORM stockholders upon completion of the Merger, and ORM stockholders cannot be sure of the final Exchange Ratio or the market value of the consideration they will receive upon completion of the Merger. Neither Ready Capital nor ORM has the right to terminate the Merger Agreement based on an increase or decrease in their respective adjusted book value per share or the market price of Ready Capital Common Stock.

The Merger and related transactions are subject to Ready Capital stockholder approval and ORM stockholder approval.

        The Merger cannot be completed unless (i) ORM stockholders approve the ORM Merger Proposal and the ORM Management Agreement Termination Proposal by the affirmative vote of the holders of at least a majority of all outstanding shares of ORM Common Stock entitled to vote on those matters and (ii) Ready Capital stockholders approve the Ready Capital Common Stock Issuance Proposal by the affirmative vote of a majority of the votes cast on such proposal, provided a quorum is present. Pursuant to the guidance of the NYSE, abstentions with regard to the Ready Capital Common Stock Issuance Proposal will have the effect of a vote against such proposal. If stockholder approval is not obtained from either ORM stockholders or Ready Capital stockholders, the Merger and related transactions cannot be completed.

The voting power of Ready Capital stockholders and ORM stockholders will be diluted by the Merger.

        The Merger will dilute the ownership position of Ready Capital stockholders and result in ORM stockholders having an ownership stake in the Combined Company that is smaller than their current stake in ORM. Ready Capital and ORM estimate that, immediately following the completion of the Merger, Ready Capital stockholders as of immediately prior to Closing will own in the aggregate approximately 72.4% of outstanding shares of common stock of the Combined Company and ORM stockholders as of immediately prior to Closing will own in the aggregate approximately 27.6% of outstanding shares of common stock of the Combined Company, based on the number of issued and outstanding shares of Ready Capital Common Stock and ORM Common Stock (excluding Cancelled Shares) as of February 11, 2019, and the Exchange Ratio of 1.441. Consequently, Ready Capital stockholders and ORM stockholders, as a general matter, will have less influence over the Combined Company's management and policies after the effective time of the Merger than they currently exercise over the management and policies of Ready Capital and ORM, respectively.

If the Merger is not consummated by May 7, 2019, Ready Capital or ORM may terminate the Merger Agreement.

        Either Ready Capital or ORM may terminate the Merger Agreement under certain circumstances, including if the Merger has not been consummated by May 7, 2019. However, this termination right will not be available to a party if that party failed to fulfill its obligations under the Merger Agreement and that failure was the cause of, or resulted in, the failure to consummate the Merger on or before such date.

The market price of Ready Capital Common Stock may decline as a result of the Merger and the market price of Ready Capital Common Stock after the consummation of the Merger may be affected by factors different from those affecting the price of Ready Capital Common Stock or the price of ORM Common Stock before the Merger.

        The market price of Ready Capital Common Stock may decline as a result of the Merger if the Combined Company does not achieve the perceived benefits of the Merger or the effect of the Merger

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on the Combined Company's financial results is not consistent with the expectations of financial or industry analysts.

        In addition, upon consummation of the Merger, Ready Capital stockholders and ORM stockholders will own interests in the Combined Company operating an expanded business with a different mix of assets, risks and liabilities. Ready Capital current stockholders and ORM's current stockholders may not wish to continue to invest in the Combined Company, or for other reasons may wish to dispose of some or all of their shares of Ready Capital Common Stock. If, following the effective time of the Merger, a large amount of Ready Capital Common Stock is sold, the price of Ready Capital Common Stock could decline.

        Further, the Combined Company's results of operations, as well as the market price of Ready Capital Common Stock after the Merger may be affected by factors in addition to those currently affecting Ready Capital's or ORM's results of operations and the market prices of Ready Capital Common Stock and ORM Common Stock, particularly the increase in the Combined Company's leverage compared to that in place for Ready Capital and ORM today, and other differences in assets and capitalization. Accordingly, Ready Capital's and ORM's historical market prices and financial results may not be indicative of these matters for the Combined Company after the Merger.

Shares of Ready Capital Common Stock received by ORM stockholders as a result of the Merger will have different rights from shares of ORM Common Stock.

        Upon the completion of the Merger, ORM stockholders will no longer be stockholders of ORM and will become stockholders of Ready Capital. There will be important differences between the current rights of ORM stockholders and the rights to which such stockholders will be entitled as stockholders of Ready Capital. See the section entitled "Comparison of Rights of Ready Capital stockholders and ORM stockholders" beginning on page 210 for a discussion on the different rights associated with the shares of Ready Capital Common Stock.

Directors and executive officers of ORM may have interests in the Merger that are different from, or in addition to, the interests of ORM stockholders.

        Directors and executive officers of ORM may have interests in the Merger that are different from, or in addition to, the interests of ORM stockholders generally. ORM stockholders should be aware that directors and executive officers of ORM have interests in the Merger that may present actual or potential conflicts of interests. These interests include: (i) two of ORM's directors and all of ORM's executive officers being owners or employees of the ORM Manager, and in connection with the completion of the Merger, the ORM Management Agreement must be terminated; and (ii) continued indemnification and insurance coverage for the directors and executive officers of ORM in accordance with the Merger Agreement. Upon Closing, Gilbert E. Nathan, an independent director from the ORM Board, will be elected to the Ready Capital Board and will be entitled to compensation pursuant to Ready Capital's independent director compensation program. The interests are described in more detail in the section entitled "The Merger—Interests of ORM's Directors and Executive Officers in the Merger" beginning on page 122.

Completion of the Merger may trigger change in control or other provisions in certain agreements to which ORM is a party.

        The completion of the Merger may trigger change in control or other provisions in certain agreements to which ORM is a party. If Ready Capital and ORM are unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages. Even if Ready Capital and ORM are able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to ORM.

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An adverse judgment in any litigation challenging the Merger may prevent the Merger from becoming effective or from becoming effective within the expected timeframe.

        It is possible that Ready Capital stockholders or ORM stockholders may file lawsuits challenging the Merger or the other transactions contemplated by the Merger Agreement, which may name Ready Capital, ORM, Ready Capital Board and/or the ORM Board as defendants. The outcome of such lawsuits cannot be assured, including the amount of costs associated with defending these claims or any other liabilities that may be incurred in connection with the litigation of these claims. If plaintiffs are successful in obtaining an injunction prohibiting the parties from completing the Merger on the agreed-upon terms, such an injunction may delay the consummation of the Merger in the expected timeframe, or may prevent the Merger from being consummated altogether. Whether or not any plaintiff's claim is successful, this type of litigation may result in significant costs and divert management's attention and resources, which could adversely affect the operation of Ready Capital's business and/or ORM's business.

If the Merger does not qualify as a reorganization, ORM stockholders may recognize a taxable gain.

        The Merger is intended to qualify as a reorganization within the meaning of Section 368(a) of the Code, and it is a condition to the completion of the Merger that ORM and Ready Capital each receive an opinion from its respective tax counsel to the effect that the Merger will constitute a reorganization within the meaning of Section 368(a) of the Code. Provided the Merger qualifies as a reorganization within the meaning of Section 368(a) of the Code, ORM stockholders that are U.S. stockholders (as defined below) are not expected to recognize gain or loss as a result of the Merger (except with respect to the receipt of cash in lieu of fractional shares of Ready Capital Common Stock). If the Merger were to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code, then each ORM stockholder generally would recognize gain or loss, as applicable, equal to the difference between (i) the sum of the fair market value of Ready Capital Common Stock and cash in lieu of a fractional share of Ready Capital Common Stock received by the ORM stockholder in the Merger and (ii) the ORM stockholder's adjusted tax basis in its ORM Common Stock. Moreover, ORM would be treated as selling, in a taxable transaction, all of its assets to Ready Capital, with the result that ORM would generally recognize gain or loss on the deemed transfer of its assets to Ready Capital and Ready Capital could incur a significant current tax liability. See "Material U.S. Federal Income Tax Consequences—Material U.S. Federal Income Tax Consequences of the Merger" beginning on page 154.

Risks Related to the Combined Company Following the Merger

Following the Merger, the Combined Company may be unable to integrate Ready Capital's business and ORM's business successfully and realize the anticipated synergies and other expected benefits of the Merger on the anticipated timeframe or at all.

        The Merger involves the combination of two companies that currently operate as independent public companies. The Combined Company expects to benefit from the elimination of duplicative costs associated with supporting a public company platform and operating the respective businesses, and the resulting economies of scale. These savings are not expected to be realized until full integration, which is not expected to occur until the first quarter of 2019. The Combined Company will be required to devote significant management attention and resources to the integration of Ready Capital's and ORM's business practices and operations. The potential difficulties the Combined Company may encounter in the integration process include, but are not limited to, the following:

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        For all these reasons, you should be aware that it is possible that the integration process could result in the distraction of the Combined Company's management, the disruption of the Combined Company's ongoing business or inconsistencies in its operations, services, standards, controls, policies and procedures, any of which could adversely affect the Combined Company's ability to deliver investment returns to stockholders, to maintain relationships with its key stakeholders and employees, to achieve the anticipated benefits of the Merger, or could otherwise materially and adversely affect its business and financial results.

Following the Merger, the Combined Company may not pay dividends at or above the rate currently paid by Ready Capital or ORM.

        Following the Merger, the Combined Company's stockholders may not receive dividends at the same rate that they did as Ready Capital stockholders or ORM stockholders prior to the Merger for various reasons, including the following:

        The Combined Company's stockholders will have no contractual or other legal right to dividends that have not been authorized by its board of directors and declared by the Combined Company.

The Combined Company will have a significant amount of indebtedness and may need to incur more in the future.

        The Combined Company will have substantial indebtedness following completion of the Merger. In addition, in connection with executing its business strategies following the Merger, the Combined Company expects to evaluate the possibility of investing in additional target assets and making other strategic investments, and it may elect to finance these endeavors by incurring additional indebtedness. The amount of such indebtedness could have material adverse consequences for the Combined Company, including:

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        Moreover, to respond to competitive challenges, the Combined Company may be required to raise substantial additional capital to execute its business strategy. The Combined Company's ability to arrange additional financing will depend on, among other factors, its financial position and performance, as well as prevailing market conditions and other factors beyond its control. If the Combined Company is able to obtain additional financing, its credit ratings could be further adversely affected, which could further raise its borrowing costs and further limit its future access to capital and its ability to satisfy its obligations under its indebtedness.

The Combined Company is expected to incur substantial expenses related and unrelated to the Merger.

        Ready Capital and ORM have incurred substantial legal, accounting, financial advisory and other costs, and the management teams of Ready Capital and ORM have devoted considerable time and effort in connection with the Merger. Ready Capital and ORM may incur significant additional costs in connection with the completion of the Merger or in connection with any delay in completing the Merger or termination of the Merger Agreement, in addition to the other costs already incurred. If the Merger is not completed, Ready Capital and ORM will separately bear certain fees and expenses associated with the Merger without realizing the benefits of the Merger. If the Merger is completed, the Combined Company expects to incur substantial expenses in connection with integrating the business, operations, network, systems, technologies, policies and procedures of the two companies. The fees and expenses may be significant and could have an adverse impact on the Combined Company's results of operations.

        Although Ready Capital and ORM have assumed that a certain level of transaction and integration expenses would be incurred, there are a number of factors beyond the control of either Ready Capital or ORM that could affect the total amount or the timing of the integration expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. As a result, the transaction and integration expenses associated with the Merger could, particularly in the near term, exceed the savings that the Combined Company expects to achieve from the elimination of duplicative expenses and the realization of economies of scale and cost savings related to the integration of the businesses following the completion of the Merger.

The historical and unaudited pro forma condensed combined financial information included elsewhere in this joint proxy statement/prospectus may not be representative of the Combined Company's results after the Merger, and accordingly, you have limited financial information on which to evaluate the Combined Company following the Merger.

        The unaudited pro forma condensed combined financial information included elsewhere in this joint proxy statement/prospectus has been presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that actually would have occurred had the Merger been completed as of the date indicated, nor is it indicative of the future operating results or financial position of the Combined Company following the Merger. The unaudited pro forma condensed combined financial information does not reflect future events that may occur after the Merger. The unaudited pro forma condensed combined financial information presented elsewhere in this joint proxy statement/prospectus is based in part on certain assumptions regarding the Merger that

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Ready Capital and ORM believe are reasonable under the circumstances. Neither Ready Capital nor ORM can assure you that the assumptions will prove to be accurate over time.

General Tax Risks

The Combined Company may incur adverse tax consequences if it or ORM has failed or fails to qualify as a REIT for U.S. federal income tax purposes.

        Each of Ready Capital and ORM has operated in a manner that it believes has allowed it to qualify as a REIT for U.S. federal income tax purposes under the Code and intends to continue to do so through the time of the closing of the Merger and, in the case of Ready Capital, after the Merger. Neither Ready Capital nor ORM has requested or plans to request a ruling from the Internal Revenue Service, or the IRS, that it qualifies as a REIT. Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial and administrative interpretations. The complexity of these provisions and of the applicable regulations of the U.S. Department of the Treasury, which are referred to as Treasury regulations, that have been promulgated under the Code is greater in the case of a REIT that holds its assets through a partnership (which, consistent with the past practices of Ready Capital, the Combined Company will do after the Merger). The determination of various factual matters and circumstances not entirely within the control of Ready Capital and ORM may affect its ability to qualify as a REIT. In order to qualify as a REIT, each of Ready Capital and ORM must satisfy a number of requirements, including requirements regarding the ownership of its shares and the composition of its gross income and assets. Also, a REIT must make distributions to stockholders annually of at least 90% of its net taxable income, excluding any capital gains.

        If either Ready Capital or ORM has failed or fails to qualify as a REIT and the Merger is completed, the Combined Company may inherit significant tax liabilities and could fail to qualify as a REIT. Even if the Combined Company retains its REIT qualification, if ORM has not qualified as a REIT or loses its REIT qualification for a taxable year before the Merger or that includes the Merger, the Combined Company will face serious tax consequences that could substantially reduce its cash available for distribution to its stockholders because:

        As a result of these factors, any failure by Ready Capital and ORM to qualify as a REIT for any taxable year before the Merger or that includes the Merger could impair the Combined Company's ability after the Merger to expand its business and raise capital, and could materially adversely affect the value of the Combined Company's common stock.

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The contribution of the interest in Merger Sub to the Ready Capital Operating Partnership could fail to qualify as a transaction in which neither gain nor loss is recognized.

        Immediately following the Merger, Ready Capital will contribute its interest in Merger Sub to the Ready Capital Operating Partnership in exchange for additional interest in the Ready Capital Operating Partnership. It is intended that no gain or loss will be recognized on this contribution for U.S. federal income tax purposes under Section 721 of the Code. Section 721(a) of the Code provides that a transferor will not recognize gain or loss upon the contribution of property to a partnership in exchange for an interest in such partnership. However, Section 721(b) of the Code provides that gain (but not loss) is recognized on property transfers to a partnership classified as an "investment company" which result in "diversification" of the transferors' interests. This exception is designed to prevent tax-deferred diversification of a concentrated investment portfolio of securities. For purposes of the Section 721(b) rules, the Ready Capital Operating Partnership would likely be considered an investment company. However, Treasury Regulations applicable to Section 721(b) provide that a contribution to an investment company will not be treated as resulting in diversification as a result of a transfer of assets that, taken in the aggregate, constitute an insignificant portion of the total assets transferred. Ready Capital is expected to hold approximately 97.54% of the Ready Capital Operating Partnership immediately following the contribution, and as a result the contribution is expected to effectively achieve diversification with respect to less than 2.46% of the assets transferred. As a result, it is expected that this contribution to the Ready Capital Operating Partnership will not result in recognition of gain or loss for U.S. federal income tax purposes. Notwithstanding the foregoing, if the IRS were to successfully assert that Section 721(b) applied to the contribution, the Combined Company could recognize gain on the transfer, which could adversely impact the Combined Company's qualification as a REIT.

Investment in the Combined Company's common stock has various tax risks.

        This summary of certain tax risks is limited to the U.S. federal income tax risks addressed below. Additional risks or issues may exist that are not addressed in this joint proxy statement/prospectus and that could affect the U.S. federal income tax treatment of the Combined Company, the Ready Capital Operating Partnership or the Combined Company's stockholders.

The Combined Company's failure to qualify as a REIT would subject it to U.S. federal income tax and applicable state and local taxes, which would reduce the amount of cash available for distribution to the Combined Company's stockholders.

        The Combined Company intends to continue to be organized, and to operate in a manner that will allow it to qualify as a REIT for U.S. federal income tax purposes. The Combined Company does not intend to request a ruling from the IRS that the Combined Company qualifies as a REIT. The U.S. federal income tax laws governing REITs are complex, and judicial and administrative interpretations of the U.S. federal income tax laws governing REIT qualification are limited. The complexity of these provisions and of applicable Treasury Regulations is greater in the case of a REIT that, like the Combined Company, holds its assets through a partnership. To qualify as a REIT, the Combined Company must meet, on an ongoing basis, various tests regarding the nature of its assets and its income, the ownership of its outstanding shares, and the amount of its distributions. The Combined Company's ability to satisfy the asset tests depends on its analysis of the characterization and fair market values of its assets, some of which are not susceptible to a precise determination, and for which the Combined Company may not obtain independent appraisals. Moreover, new legislation, court decisions or administrative guidance, in each case possibly with retroactive effect, may make it more difficult or impossible for the Combined Company to qualify as a REIT. In addition, the Combined Company's ability to satisfy the requirements to qualify as a REIT depends in part on the actions of third parties over which the Combined Company has no control or only limited influence, including in cases where the Combined Company owns an equity interest in an entity that is classified as a

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partnership for U.S. federal income tax purposes. Furthermore, the Combined Company holds certain assets through its ownership interest in Ready Capital Subsidiary REIT I, LLC, which Ready Capital refers to as Ready Capital's subsidiary REIT. The Combined Company's ability to qualify as a REIT is dependent in part on the REIT qualification of Ready Capital's subsidiary REIT, which is required to separately satisfy each of the REIT requirements in order to qualify as a REIT. Thus, while the Combined Company intends to operate so that it will qualify as a REIT, given the highly complex nature of the rules governing REITs, the ongoing importance of factual determinations, and the possibility of future changes in the Combined Company's circumstances, no assurance can be given that the Combined Company will so qualify for any particular year. These considerations also might restrict the types of assets that the Combined Company can acquire in the future.

        If the Combined Company fails to qualify as a REIT in any taxable year, and does not qualify for certain statutory relief provisions, the Combined Company would be required to pay U.S. federal income tax on its taxable income, and distributions to its stockholders would not be deductible by the Combined Company in determining its taxable income. In such a case, the Combined Company might need to borrow money or sell assets in order to pay the Combined Company's taxes. The Combined Company's payment of income tax would decrease the amount of its income available for distribution to its stockholders. Furthermore, if the Combined Company fails to maintain its qualification as a REIT, the Combined Company no longer would be required to distribute substantially all of its net taxable income to its stockholders. In addition, unless the Combined Company were eligible for certain statutory relief provisions, the Combined Company could not re-elect to qualify as a REIT until the fifth calendar year following the year in which it failed to qualify.

        As further described above, on October 31, 2016, Ready Capital's predecessor entity merged with and into a subsidiary of ZAIS Financial, with ZAIS Financial surviving the merger (the "ZAIS Merger"), and changing its name to Sutherland Asset Management Corporation. If, prior to the ZAIS Merger, Ready Capital's predecessor ("Pre-Merger Sutherland") failed to qualify as a REIT, Ready Capital could fail to qualify as a REIT as a result. Even if Ready Capital retained its REIT qualification, if Pre-Merger Sutherland failed to qualify as a REIT for any taxable year prior to the ZAIS Merger, Ready Capital would face serious tax consequences that could substantially reduce the cash available for distribution to Ready Capital stockholders because (i) Ready Capital, as successor to Pre-Merger Sutherland in the ZAIS Merger, generally inherited any corporate income, excise and other tax liabilities of Pre-Merger Sutherland, including penalties and interest; (ii) Ready Capital would be subject to tax on the built-in gain on each asset of Pre-Merger Sutherland existing at the time of the merger; and (iii) Ready Capital could be required to employ applicable deficiency dividend procedures (which would include the payment of penalties and interest to the IRS) to eliminate any earnings and profits accumulated by Pre-Merger Sutherland for taxable periods that it did not qualify as a REIT. As a result, any failure by Pre-Merger Sutherland to qualify as a REIT could impair the Combined Company's ability to expand Ready Capital's business and raise capital, and could materially adversely affect the value of the Combined Company's common stock.

The percentage of the Combined Company's assets represented by TRSs and the amount of the Combined Company's income that it can receive in the form of TRS dividends and interest are subject to statutory limitations that could jeopardize the Combined Company's REIT qualification and could limit its ability to acquire or force it to liquidate otherwise attractive investments.

        A REIT may own up to 100% of the stock of one or more TRSs. A TRS may earn income that would not be qualifying income if earned directly by the parent REIT. In order to treat a subsidiary of the REIT as a TRS, both the subsidiary and the REIT must jointly elect to treat the subsidiary as a TRS. In order to qualify as a REIT, no more than 20% of the value of Ready Capital's gross assets at the end of each calendar quarter may consist of securities of one or more TRSs. A significant portion of Ready Capital's activities are conducted through TRSs, and Ready Capital expects that such TRSs will from time to time hold significant assets.

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        Ready Capital has elected, together with each of ReadyCap Holdings and Ready Capital TRS I, LLC, and will elect, together with each of LoneStar Golf, Inc. and Zalanta Resort at the Village, LLC, for each such entity to be treated as a TRS, and Ready Capital may make TRS elections with respect to certain other entities it may form in the future. While the Combined Company intends to manage its affairs so as to satisfy the TRS limitation, there can be no assurance that it will be able to do so in all market circumstances.

        In order to satisfy the TRS limitation, Ready Capital has been required to and may in the future be required to acquire assets that it otherwise would not acquire, liquidate or restructure assets that are held through ReadyCap Holdings or any other TRSs, or otherwise engage in transactions that Ready Capital would not otherwise undertake absent the requirements for REIT qualifications. Each of these actions could reduce the distributions available to the Combined Company's stockholders. In addition, Ready Capital and its subsidiary REIT have made loans to their TRSs that have met the requirements to be treated as qualifying investments of new capital, which is generally treated as a real estate asset under the Code. Because such loans have been treated as real estate assets for purposes of the REIT requirements, Ready Capital has not treated these loans as TRS securities for purposes of the TRS asset limitation, which is consistent with private letter rulings by the IRS. However, no assurance can be provided that the IRS will not successfully assert that such loans should be treated as securities of Ready Capital's TRSs or its subsidiary REIT's TRSs, which could adversely impact Ready Capital's qualification as a REIT. In addition, Ready Capital's TRSs have obtained financing in transactions in which Ready Capital and its other subsidiaries have provided guaranties and similar credit support. Although Ready Capital believes that these financings are properly treated as financings of its TRSs for U.S. federal income tax purposes, no assurance can be provided that the IRS would not assert that such financings should be treated as issued by other entities in Ready Capital's structure, which could impact Ready Capital's compliance with the TRS limitation and the other REIT requirements. Moreover, no assurance can be provided that the Combined Company will be able to successfully manage its asset composition in a manner that causes it to satisfy the TRS limitation each quarter, and Ready Capital's failure to satisfy this limitation could result in its failure to qualify as a REIT.

        Any distributions the Combined Company receives from a TRS are classified as dividend income to the extent of the earnings and profits of the distributing corporation. Any of the Combined Company's TRSs may from time to time need to make such distributions in order to keep the value of the Combined Company's TRSs below 20% of its total assets. However, TRS dividends will generally not constitute qualifying income for purposes of one of the tests the Combined Company must satisfy to qualify as a REIT, namely, that at least 75% of its gross income must in each taxable year generally be from real estate assets. While the Combined Company will continue to monitor its compliance with both this income test and the limitation on the percentage of its assets represented by securities of Ready Capital's TRSs, and intends to conduct its affairs so as to comply with both, the two may at times be in conflict with one another. As an example, it is possible that the Combined Company may wish to distribute a dividend from a TRS in order to reduce the value of its TRSs below the required threshold of its assets, but be unable to do so without violating the requirement that 75% of the Combined Company's gross income in the taxable year be derived from real estate assets. Although there are other measures the Combined Company can take in such circumstances in order to remain in compliance, there can be no assurance that the Combined Company will be able to comply with both of these tests in all market conditions.

Complying with REIT requirements may force the Combined Company to liquidate or forego otherwise attractive investments, which could reduce returns on the Combined Company's assets and adversely affect returns to the Combined Company's stockholders.

        To qualify as a REIT, the Combined Company generally must ensure that at the end of each calendar quarter at least 75% of the value of its total assets consists of cash, cash items, government securities and qualified REIT real estate assets, including certain mortgage loans and MBS. The

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remainder of the Combined Company's investment in securities (other than government securities and qualifying real estate assets) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer. In addition, in general, no more than 5% of the value of the Combined Company's assets (other than government securities and qualifying real estate assets) can consist of the securities of any one issuer, no more than 20% (25% for taxable years prior to 2018) of the value of the Combined Company's total assets can be represented by stock and securities of one or more TRSs and no more than 25% of the value of the Combined Company's assets may consist of "nonqualified publicly offered REIT debt instruments." If the Combined Company fails to comply with these requirements at the end of any quarter, the Combined Company must correct the failure within 30 days after the end of such calendar quarter or qualify for certain statutory relief provisions to avoid losing its REIT qualification and suffering adverse tax consequences. As a result, the Combined Company may be required to liquidate from its portfolio otherwise attractive investments. These actions could have the effect of reducing the Combined Company's income and amounts available for distribution to its stockholders. In addition, if the Combined Company is compelled to liquidate its investments to repay obligations to its lenders, the Combined Company may be unable to comply with these requirements, ultimately jeopardizing its qualification as a REIT. The REIT requirements described above may also restrict the Combined Company's ability to sell REIT-qualifying assets, including asset sales made in connection with a disposition of certain segments of the Combined Company's business or in connection with a liquidation of the Combined Company, without adversely impacting the Combined Company's qualifications as a REIT. Furthermore, the Combined Company may be required to make distributions to stockholders at disadvantageous times or when it does not have funds readily available for distribution, and may be unable to pursue investments that would be otherwise advantageous to the Combined Company in order to satisfy the source of income or asset diversification requirements for qualifying as a REIT. In addition, certain of the assets that the Combined Company holds or intends to hold, including unsecured loans, loans secured by both real property and personal property where the fair market value of the personal property exceeds 15% of the total fair market value of all of the property securing the loan, and interests in ABS secured by assets other than real property or mortgages on real property or on interests in real property, are not qualified and will not be qualified real estate assets for purposes of the REIT asset tests. Accordingly, the Combined Company's ability to invest in such assets will be limited, and its investment in such assets could cause it to fail to qualify as a REIT if its holdings in such assets do not satisfy such limitations.

Distributions from the Combined Company or gain on the sale of its common stock may be treated as unrelated business taxable income, or UBTI, to U.S. tax-exempt holders of common stock.

        If (i) all or a portion of the Combined Company's assets are subject to the rules relating to taxable mortgage pools, (ii) a tax-exempt U.S. person has incurred debt to purchase or hold the Combined Company's common stock, (iii) the Combined Company purchases real estate mortgage investment conduit, or real estate mortgage investment conduit ("REMIC"), residual interests that generate "excess inclusion income," or (iv) the Combined Company is a "pension held REIT," then a portion of the distributions with respect to its common stock and, in the case of a U.S. person described in (ii), gains realized on the sale of such common stock by such U.S. person, may be subject to U.S. federal income tax as UBTI under the Code. The Combined Company has engaged in certain securitization transactions that are treated as taxable mortgage pools for U.S. federal income tax purposes. Although the Combined Company believes that such transactions are structured in a manner so that they should not cause any portion of the distributions in the Combined Company's shares to be treated as excess inclusion income, no assurance can be provided that the IRS would not assert a contrary position.

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The REIT distribution requirements could adversely affect the Combined Company's ability to execute its business plan and may require it to incur debt, sell assets or take other actions to make such distributions.

        To qualify as a REIT, the Combined Company must distribute to its stockholders each calendar year at least 90% of its REIT taxable income (including certain items of non-cash income), determined without regard to the deduction for dividends paid and excluding net capital gain. To the extent that the Combined Company satisfies the 90% distribution requirement, but distributes less than 100% of its taxable income, the Combined Company will be subject to U.S. federal corporate income tax on its undistributed income. In addition, the Combined Company will incur a 4% nondeductible excise tax on the amount, if any, by which the Combined Company's distributions in any calendar year are less than a minimum amount specified under U.S. federal income tax laws. The Combined Company's current policy is to pay distributions which will allow the Combined Company to satisfy the requirements to qualify as a REIT and generally not be subject to U.S. federal income tax on its undistributed income.

        The Combined Company's taxable income may substantially exceed its net income as determined based on U.S. GAAP, or differences in timing between the recognition of taxable income and the actual receipt of cash may occur. For example, it is likely that the Combined Company will acquire assets, including MBS requiring it to accrue original issue discount ("OID") or recognize market discount income, that generate taxable income in excess of economic income or in advance of the corresponding cash flow from the assets. Under the recently enacted Tax Cuts and Jobs Act (the "TCJA"), the Combined Company generally will be required to recognize certain amounts in income no later than the time such amounts are reflected on its financial statements. The application of this rule may require the accrual of income with respect to the Combined Company loans, such as OID or market discount, earlier than would be the case under the otherwise applicable tax rules, although the precise application of this rule is unclear at this time. This rule is generally effective for tax years beginning after December 31, 2017 but, for debt instruments issued with OID, for tax years beginning after December 31, 2018. Also, in certain circumstances the Combined Company's ability to deduct interest expenses for U.S. federal income tax purposes may be limited. The Combined Company may also acquire distressed debt investments that are subsequently modified by agreement with the borrower. If the amendments to the outstanding debt are "significant modifications" under the applicable Treasury Regulations, the modified debt may be considered to have been reissued to the Combined Company at a gain in a debt-for-debt exchange with the borrower, with gain recognized by Ready Capital to the extent that the principal amount of the modified debt exceeds the Combined Company's cost of purchasing it prior to modification. Finally, the Combined Company may be required under the terms of the indebtedness that it incurs to use cash received from interest payments to make principal payments on that indebtedness, with the effect that the Combined Company will recognize income but will not have a corresponding amount of cash available for distribution to its stockholders.

        As a result of the foregoing, the Combined Company may generate less cash flow than taxable income in a particular year and find it difficult or impossible to meet the REIT distribution requirements in certain circumstances. In such circumstances, the Combined Company may be required to (i) sell assets in adverse market conditions, (ii) borrow on unfavorable terms, (iii) distribute amounts that would otherwise be used for future investment or used to repay debt, or (iv) make a taxable distribution of shares of common stock as part of a distribution in which stockholders may elect to receive shares of common stock or (subject to a limit measured as a percentage of the total distribution) cash, in order to comply with the REIT distribution requirements. Thus, compliance with the REIT distribution requirements may hinder the Combined Company's ability to grow, which could adversely affect the value of its common stock.

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The Combined Company may be required to report taxable income with respect to certain of the Combined Company's investments in excess of the economic income the Combined Company ultimately realizes from them.

        The Combined Company may acquire mortgage loans, MBS or other debt instruments in the secondary market for less than their face amount. The discount at which such securities are acquired may reflect doubts about their ultimate collectability rather than current market interest rates. The amount of such discount will nevertheless generally be treated as "market discount" for U.S. federal income tax purposes. Market discount accrues on the basis of the constant yield to maturity of the debt instrument based generally on the assumption that all future payments on the debt instrument will be made. Accrued market discount is reported as income when, and to the extent that, any payment of principal of the debt instrument is made. In particular, payments on residential mortgage loans are ordinarily made monthly, and consequently accrued market discount may have to be included in income each month as if the debt instrument were assured of ultimately being collected in full. If the Combined Company collects less on a debt instrument than the Combined Company's purchase price plus the market discount the Combined Company had previously reported as income, the Combined Company may not be able to benefit from any offsetting loss deduction in a subsequent taxable year. In addition, the Combined Company may acquire distressed debt investments that are subsequently modified by agreement with the borrower. If the amendments to the outstanding debt are "significant modifications" under applicable Treasury regulations, the modified debt may be considered to have been reissued to the Combined Company at a gain in a debt-for-debt exchange with the borrower. In that event, the Combined Company may be required to recognize taxable gain to the extent the principal amount of the modified debt exceeds the Combined Company's adjusted tax basis in the unmodified debt, even if the value of the debt or the payment expectations have not changed.

        Similarly, some of the MBS that the Combined Company purchases will likely have been issued with OID. The Combined Company will generally be required to report such OID based on a constant yield method and income will accrue based on the assumption that all future projected payments due on such MBS will be made. If such MBS turn out not to be fully collectible, an offsetting loss deduction will become available only in the later year in which uncollectability is provable. Finally, in the event that any mortgage loans, MBS or other debt instruments acquired by the Combined Company are delinquent as to mandatory principal and interest payments, or in the event a borrower with respect to a particular debt instrument acquired by the Combined Company encounters financial difficulty rendering it unable to pay stated interest as due, the Combined Company may nonetheless be required to continue to recognize the unpaid interest as taxable income as it accrues, despite doubt as to its ultimate collectability. Similarly, the Combined Company may be required to accrue interest income with respect to subordinate MBS at their stated rate regardless of whether corresponding cash payments are received or are ultimately collectible. In each case, while the Combined Company would in general ultimately have an offsetting loss deduction available to it when such interest was determined to be uncollectable, the loss would likely be treated as a capital loss, and the utility of that loss would therefore depend on the Combined Company's having capital gain in that later year or thereafter.

        The Combined Company may hold excess mortgage servicing rights ("MSRs"), which means the portion of an MSR that exceeds the arm's-length fee for services performed by the mortgage servicer. Based on IRS guidance concerning the classification of MSRs, the Combined Company intends to treat any excess MSRs the Combined Company acquires as ownership interests in the interest payments made on the underlying mortgage loans, akin to an "interest only" strip. Under this treatment, for purposes of determining the amount and timing of taxable income, each excess MSR is treated as a bond that was issued with OID on the date the Combined Company acquired such excess MSR. In general, the Combined Company will be required to accrue OID based on the constant yield to maturity of each excess MSR, and to treat such OID as taxable income in accordance with the applicable U.S. federal income tax rules. The constant yield of an excess MSR will be determined, and

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the Combined Company will be taxed, based on a prepayment assumption regarding future payments due on the mortgage loans underlying the excess MSR. If the mortgage loans underlying an excess MSR prepay at a rate different than that under the prepayment assumption, the Combined Company's recognition of OID will be either increased or decreased depending on the circumstances. Thus, in a particular taxable year, the Combined Company may be required to accrue an amount of income in respect of an excess MSR that exceeds the amount of cash collected in respect of that excess MSR. Furthermore, it is possible that, over the life of the investment in an excess MSR, the total amount the Combined Company pays for, and accrues with respect to, the excess MSR may exceed the total amount the Combined Company collects on such excess MSR. No assurance can be given that the Combined Company will be entitled to a deduction for such excess, meaning that the Combined Company may be required to recognize phantom income over the life of an excess MSR.

The interest apportionment rules may affect the Combined Company's ability to comply with the REIT asset and gross income tests.

        The interest apportionment rules under Treasury Regulation Section 1.856-5(c) provide that, if a mortgage is secured by both real property and other property, a REIT is required to apportion its annual interest income to the real property security based on a fraction, the numerator of which is the value of the real property securing the loan, determined when the REIT commits to acquire the loan, and the denominator of which is the highest "principal amount" of the loan during the year. If a mortgage is secured by both real property and personal property and the value of the personal property does not exceed 15% of the aggregate value of the property securing the mortgage, the mortgage is treated as secured solely by real property for this purpose. IRS Revenue Procedure 2014-51 interprets the "principal amount" of the loan to be the face amount of the loan, despite the Code's requirement that taxpayers treat any market discount, which is the difference between the purchase price of the loan and its face amount, for all purposes (other than certain withholding and information reporting purposes) as interest rather than principal.

        To the extent the face amount of any loan that the Combined Company holds that is secured by both real property and other property exceeds the value of the real property securing such loan, the interest apportionment rules described above may apply to certain of the Combined Company's loan assets unless the loan is secured solely by real property and personal property and the value of the personal property does not exceed 15% of the value of the property securing the loan. Thus, depending upon the value of the real property securing the Combined Company's mortgage loans and their face amount, and the other sources of the Combined Company's gross income generally, the Combined Company may fail to meet the 75% REIT gross income test. In addition, although the Combined Company will endeavor to accurately determine the values of the real property securing its loans at the time it acquires or commits to acquire such loans, such values may not be susceptible to a precise determination and will be determined based on the information available to Ready Capital at such time. If the IRS were to successfully challenge the Combined Company's valuations of such assets and such revaluations resulted in a higher portion of the Combined Company's interest income being apportioned to property other than real property, the Combined Company could fail to meet the 75% REIT gross income test. If the Combined Company does not meet this test, it could potentially lose its REIT qualification or be required to pay a penalty tax to the IRS. Furthermore, prior to 2016, the apportionment rules described above applied to any debt instrument that was secured by real and personal property if the principal amount of the loan exceeded the value of the real property securing the loan. As a result, prior to 2016, these apportionment rules applied to mortgage loans held by Ready Capital and Pre-Merger Sutherland even if the personal property securing the loan did not exceed 15% of the total property securing the loan. Ready Capital and Pre-Merger Sutherland have held significant mortgage loans that are secured by both real property and personal property. If the IRS were to successfully challenge the application of these rules to either Ready Capital or Pre-Merger Sutherland,

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such company could fail to meet the 75% REIT gross income test and potentially lose its REIT qualification or be required to pay a penalty tax to the IRS.

        In addition, the Code provides that a regular or a residual interest in a REMIC is generally treated as a real estate asset for the purposes of the REIT asset tests, and any amount includible in the Combined Company's gross income with respect to such an interest is generally treated as interest on an obligation secured by a mortgage on real property for the purposes of the REIT gross income tests. If, however, less than 95% of the assets of a REMIC in which the Combined Company holds an interest consist of real estate assets (determined as if the Combined Company held such assets), the Combined Company will be treated as holding its proportionate share of the assets of the REMIC for the purpose of the REIT asset tests and receiving directly its proportionate share of the income of the REMIC for the purpose of determining the amount of income from the REMIC that is treated as interest on an obligation secured by a mortgage on real property. In connection with the expanded Home Affordable Refinance Program ("HARP"), a federal program which helps borrowers seeking to refinance their mortgages who may not otherwise qualify for refinancing, either because the value of their homes have declined or because they cannot obtain mortgage insurance, the IRS issued guidance providing that, among other things, if a REIT holds a regular interest in an "eligible REMIC," or a residual interest in an "eligible REMIC" that informs the REIT that at least 80% of the REMIC's assets constitute real estate assets, then (i) the REIT may treat 80% of the value of the interest in the REMIC as a real estate asset for the purpose of the REIT asset tests and (ii) the REIT may treat 80% of the gross income received with respect to the interest in the REMIC as interest on an obligation secured by a mortgage on real property for the purpose of the 75% REIT gross income test. For this purpose, a REMIC is an "eligible REMIC" if (i) the REMIC has received a guarantee from Fannie Mae or Freddie Mac that will allow the REMIC to make any principal and interest payments on its regular and residual interests and (ii) all of the REMIC's mortgages and pass-through certificates are secured by interests in single-family dwellings. If the Combined Company were to acquire an interest in an eligible REMIC less than 95% of the assets of which constitute real estate assets, the IRS guidance described above may generally allow the Combined Company to treat 80% of its interest in such a REMIC as a qualifying real estate asset for the purpose of the REIT asset tests and 80% of the gross income derived from the interest as qualifying income for the purpose of the 75% REIT gross income test. Although the portion of the income from such a REMIC interest that does not qualify for the 75% REIT gross income test would likely be qualifying income for the purpose of the 95% REIT gross income test, the remaining 20% of the REMIC interest generally would not qualify as a real estate asset, which could adversely affect the Combined Company's ability to satisfy the REIT asset tests. Accordingly, owning such a REMIC interest could adversely affect the Combined Company's ability to qualify as a REIT.

The Combined Company's ownership of and relationship with any TRS which the Combined Company may form or acquire will be limited, and a failure to comply with the limits would jeopardize the Combined Company's REIT qualification and the Combined Company's transactions with its TRSs may result in the application of a 100% excise tax if such transactions are not conducted on arm's-length terms.

        A REIT may own up to 100% of the stock of one or more TRSs. A TRS may earn income that would not be qualifying income if earned directly by a REIT. Both the subsidiary and the REIT must jointly elect to treat the subsidiary as a TRS. Overall, no more than 20% of the value of a REIT's assets may consist of stock and securities of one or more TRSs (25% with respect to taxable years before 2018). A domestic TRS will pay U.S. federal, state and local income tax at regular corporate rates on any income that it earns. In addition, the TRS rules impose a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm's-length basis.

        The Combined Company has elected to treat ReadyCap Holdings and Ready Capital TRS I, LLC, and will elect to treat each of LoneStar Golf, Inc. and Zalanta Resort at the Village, LLC, as TRSs,

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and the Combined Company may elect to treat certain other subsidiaries as TRSs. Such TRS and any other domestic TRS that the Combined Company may form, would be required to pay U.S. federal, state and local income tax on their taxable income, and their after-tax net income would be available for distribution to the Combined Company but would not be required to be distributed to it by such TRS. The Combined Company anticipates that the aggregate value of the TRS stock and securities owned by it will be less than 20% of the value of its total assets (including the TRS stock and securities). Furthermore, the Combined Company will monitor the value of its investments in its TRSs to ensure compliance with the rule that no more than 20% of the value of its assets may consist of TRS stock and securities (which is applied at the end of each calendar quarter). In addition, the Combined Company will scrutinize all of the Combined Company's transactions with TRSs to ensure that they are entered into on arm's-length terms to avoid incurring the 100% excise tax described above. There can be no assurance, however, that the Combined Company will be able to comply with the TRS limitations or to avoid application of the 100% excise tax discussed above.

The ownership limits that apply to REITs, as prescribed by the Code and by the Combined Company's charter, may inhibit market activity in shares of the Combined Company's common stock and restrict its business combination opportunities.

        In order for the Combined Company to qualify as a REIT, not more than 50% in value of its outstanding shares of stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the Code to include certain entities) at any time during the last half of each taxable year after the first year for which the Combined Company elected to qualify as a REIT. Additionally, at least 100 persons must beneficially own the Combined Company's stock during at least 335 days of a taxable year (other than the first taxable year for which the Combined Company elected to be taxed as a REIT). The Combined Company's charter, with certain exceptions, authorizes the Combined Company's directors to take such actions as are necessary or appropriate to preserve its qualification as a REIT. The Combined Company's charter also provides that, unless exempted by the Combined Company's board of directors, no person may own more than 9.8% in value or in number of shares, whichever is more restrictive, of the outstanding shares of its common stock, or 9.8% in value or in number of shares, whichever is more restrictive, of the outstanding shares of all classes and series of its capital stock. The Combined Company's board of directors may, in its sole discretion, subject to such conditions as it may determine and the receipt of certain representations and undertakings, prospectively or retroactively, waive the ownership limits or establish a different limit on ownership, or excepted holder limit, for a particular stockholder if, among other things, the stockholder's ownership in excess of the ownership limits would not result in the Combined Company being "closely held" under Section 856(h) of the Code or otherwise failing to qualify as a REIT. These ownership limits could delay or prevent a transaction or a change in control of the Combined Company that might involve a premium price for shares of its common stock or otherwise be in the best interest of its stockholders.

Certain financing activities may subject the Combined Company to U.S. federal income tax and increase the tax liability of its stockholders.

        The Combined Company may enter into transactions that could result in it, the Ready Capital Operating Partnership, or a portion of the Ready Capital Operating Partnership's assets being treated as a "taxable mortgage pool" for U.S. federal income tax purposes. Specifically, the Combined Company may securitize residential or commercial real estate loans that the Combined Company originates or acquires and such securitizations, to the extent structured in a manner other than a REMIC, would likely result in the Combined Company owning interests in a "taxable mortgage pool". The Combined Company would be precluded from holding equity interests in such a taxable mortgage pool securitization through the Ready Capital Operating Partnership. Accordingly, the Combined Company would likely enter into such transactions through a qualified REIT subsidiary of its subsidiary

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REIT or another subsidiary REIT formed by the Ready Capital Operating Partnership, and will be precluded from selling to outside investors equity interests in such securitizations or from selling any debt securities issued in connection with such securitizations that might be considered equity for U.S. federal income tax purposes. The Combined Company will be taxed at the highest U.S. federal corporate income tax rate on any "excess inclusion income" arising from a taxable mortgage pool that is allocable to the percentage of the Combined Company's shares held in record name by "disqualified organizations," which are generally certain cooperatives, governmental entities and tax-exempt organizations that are exempt from tax on UBTI. To the extent that common stock owned by "disqualified organizations" is held in record name by a broker/dealer or other nominee, the broker/dealer or other nominee would be liable for the U.S. federal corporate income tax on the portion of the Combined Company's excess inclusion income allocable to the common stock held by the broker/dealer or other nominee on behalf of the disqualified organizations. Disqualified organizations may own the Combined Company's stock. Because this tax would be imposed on the Combined Company, all of the Combined Company's investors, including investors that are not disqualified organizations, will bear a portion of the tax cost associated with the classification of the Combined Company or a portion of its assets as a taxable mortgage pool. A regulated investment company, or RIC, or other pass-through entity owning the Combined Company's common stock in record name will be subject to tax at the highest corporate tax rate on any excess inclusion income allocated to their owners that are disqualified organizations. The Combined Company has engaged in certain securitization transactions that are treated as taxable mortgage pools for U.S. federal income tax purposes. Although the Combined Company believes that such transactions are structured in a manner so that they should not cause any portion of the distributions in its shares to be treated as excess inclusion income, no assurance can be provided that the IRS would not assert a contrary position.

        In addition, if the Combined Company realizes excess inclusion income and allocates it to its stockholders, this income cannot be offset by net operating losses of its stockholders. If the stockholder is a tax-exempt entity and not a disqualified organization, then this income is fully taxable as UBTI under Section 512 of the Code. If the stockholder is a non-U.S. person, it would be subject to U.S. federal income tax withholding on this income without reduction or exemption pursuant to any otherwise applicable income tax treaty. If the stockholder is a REIT, a RIC, common trust fund or other pass-through entity, the Combined Company's allocable share of its excess inclusion income could be considered excess inclusion income of such entity. Accordingly, such investors should be aware that a portion of the Combined Company's income may be considered excess inclusion income.

The tax on prohibited transactions will limit the Combined Company's ability to engage in transactions, including certain methods of securitizing mortgage loans, which would be treated as prohibited transactions for U.S. federal income tax purposes.

        Net income that the Combined Company derives from a prohibited transaction is subject to a 100% tax. The term "prohibited transaction" generally includes a sale or other disposition of property (including mortgage loans, but other than foreclosure property, as discussed below) that is held primarily for sale to customers in the ordinary course of a trade or business by the Combined Company or by a borrower that has issued a shared appreciation mortgage or similar debt instrument to the Combined Company. The Combined Company might be subject to this tax if it were to dispose of or securitize loans, directly or through its subsidiary REIT, or dispose of real estate assets in a manner that was treated as a prohibited transaction for U.S. federal income tax purposes. The Combined Company might also be subject to this tax if it were to sell assets in connection with a disposition of certain segments of the Combined Company's business or in connection with a liquidation of the Combined Company. The 100% tax does not apply to gains from the sale of property that is held through a TRS or other taxable corporation, although such income will be subject to tax in the hands of the corporation at regular corporate rates. The Combined Company intends to conduct its operations so that any asset that the Combined Company or its subsidiary REIT owns (or is treated as

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owning) that could be treated as held for sale to customers in the ordinary course of the Combined Company's business qualifies for certain safe harbor provisions that prevent the application of this prohibited transaction tax. However, no assurance can be provided that such safe harbor provisions will apply. Moreover, as a result of the prohibited transaction tax the Combined Company may choose not to engage in certain sales of loans at the REIT level, and may limit the structures the Combined Company utilizes for its securitization transactions, even though the sales or structures might otherwise be beneficial to the Combined Company. In addition, whether property is held "primarily for sale to customers in the ordinary course of a trade or business" depends on the particular facts and circumstances. No assurance can be given that any property that the Combined Company sells will not be treated as property held for sale to customers. As a result, no assurance can be provided that the Combined Company will not be subject to this prohibited transaction tax.

Characterization of the Combined Company's repurchase agreements entered into to finance its investments as sales for tax purposes rather than as secured lending transactions would adversely affect the Combined Company's ability to qualify as a REIT.

        The Combined Company may enter into repurchase agreements with counterparties to achieve its desired amount of leverage for the assets in which it intends to invest. Under the Combined Company's repurchase agreements, the Combined Company generally sells assets to its counterparty to the agreement and receives cash from the counterparty. The counterparty is obligated to resell the assets back to the Combined Company at the end of the term of the transaction. The Combined Company believes that for U.S. federal income tax purposes the Combined Company will be treated as the owner of the assets that are the subject of repurchase agreements and that the repurchase agreements will be treated as secured lending transactions notwithstanding that such agreements may transfer record ownership of the assets to the counterparty during the term of the agreement. It is possible, however, that the IRS could successfully assert that the Combined Company did not own these assets during the term of the repurchase agreements, in which case the Combined Company could fail to qualify as a REIT.

The failure of excess MSRs held by the Combined Company to qualify as real estate assets, or the failure of the income from excess MSRs to qualify as interest from mortgages, could adversely affect the Combined Company's ability to qualify as a REIT.

        The Combined Company may hold excess MSRs. In recent private letter rulings, the IRS ruled that excess MSRs meeting certain requirements would be treated as an interest in mortgages on real property and thus a real estate asset for purposes of the 75% REIT asset test, and interest received by a REIT from such excess MSRs will be considered interest on obligations secured by mortgages on real property for purposes of the 75% REIT gross income test. A private letter ruling may be relied upon only by the taxpayer to whom it is issued, and the IRS may revoke a private letter ruling. Consistent with the analysis adopted by the IRS in such private letter rulings and based on advice of counsel, the Combined Company intends to treat any excess MSRs that it acquires that meet the requirements provided in the private letter rulings as qualifying assets for purposes of the 75% REIT gross asset test, and the Combined Company intends to treat income from such excess MSRs as qualifying income for purposes of the 75% and 95% gross income tests. Notwithstanding the IRS's determination in the private letter rulings described above, it is possible that the IRS could successfully assert that any excess MSRs that the Combined Company acquires do not qualify for purposes of the 75% REIT asset test and income from such MSRs does not qualify for purposes of the 75% and/or 95% gross income tests, which could cause the Combined Company to be subject to a penalty tax and could adversely impact the Combined Company's ability to qualify as a REIT.

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If the Combined Company were to make a taxable distribution of shares of the Combined Company's stock, stockholders may be required to sell such shares or sell other assets owned by them in order to pay any tax imposed on such distribution.

        The Combined Company may be able to distribute taxable dividends that are payable in shares of its stock. If the Combined Company were to make such a taxable distribution of shares of its stock, stockholders would be required to include the full amount of such distribution as income. As a result, a stockholder may be required to pay tax with respect to such dividends in excess of cash received. Accordingly, stockholders receiving a distribution of the Combined Company's shares may be required to sell shares received in such distribution or may be required to sell other stock or assets owned by them, at a time that may be disadvantageous, in order to satisfy any tax imposed on such distribution. If a stockholder sells the shares it receives as a dividend in order to pay such tax, the sale proceeds may be less than the amount included in income with respect to the dividend. Moreover, in the case of a taxable distribution of shares of the Combined Company's stock with respect to which any withholding tax is imposed on a non-U.S. stockholder, the Combined Company may have to withhold or dispose of part of the shares in such distribution and use such withheld shares or the proceeds of such disposition to satisfy the withholding tax imposed.

Complying with REIT requirements may limit the Combined Company's ability to hedge effectively.

        The REIT provisions of the Code may limit the Combined Company's ability to hedge its assets and operations. Under these provisions, any income that the Combined Company generates from transactions intended to hedge its interest rate risks will generally be excluded from gross income for purposes of the 75% and 95% gross income tests if (i) the instrument (A) hedges interest rate risk or foreign currency exposure on liabilities used to carry or acquire real estate assets or (B) hedges risk of currency fluctuations with respect to any item of income or gain that would be qualifying income under the 75% or 95% gross income tests, or (C) hedges an instrument described in clause (A) or (B) for a period following the extinguishment of the liability or the disposition of the asset that was previously hedged by the hedged instrument, and (ii) such instrument is properly identified under applicable Treasury Regulations. Any income from other hedges would generally constitute non-qualifying income for purposes of both the 75% and 95% gross income tests. As a result of these rules, the Combined Company may have to limit its use of hedging techniques that might otherwise be advantageous or implement those hedges through a TRS, which could increase the cost of the Combined Company's hedging activities or result in greater risks associated with interest rate or other changes than the Combined Company would otherwise incur.

Even if the Combined Company qualifies as a REIT, the Combined Company may face tax liabilities that reduce the Combined Company's cash flow.

        Even if the Combined Company qualifies as a REIT, the Combined Company may be subject to certain U.S. federal, state and local taxes on its income and assets, including taxes on any undistributed income, tax on income from some activities conducted as a result of foreclosures, and state or local income, franchise, property and transfer taxes, including mortgage-related taxes. In addition, any domestic TRS that the Combined Company owns will be subject to U.S. federal, state, and local corporate taxes. In order to meet the REIT qualification requirements, or to avoid the imposition of a 100% tax that applies to certain gains derived by a REIT from sales of inventory or property held primarily for sale to customers in the ordinary course of business, the Combined Company may hold some of its assets through taxable subsidiary corporations, including domestic TRSs. Any taxes paid by such subsidiary corporations would decrease the cash available for distribution to the Combined Company's stockholders. For example, as a result of ReadyCap Holdings' SBLC license, ReadyCap Holdings' ability to distribute cash and other assets is subject to significant limitations, and as a result, ReadyCap Holdings is required to hold certain assets that would be qualifying real estate assets for

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purposes of the REIT asset tests, would generate qualifying income for purposes of the REIT 75% income test, and would not be subject to corporate taxation if held by Ready Capital Operating Partnership. Also, Ready Capital intends that loans that Ready Capital originates or buys with an intention of selling in a manner that might expose Ready Capital to the 100% tax on "prohibited transactions" will be originated or bought by a TRS. Furthermore, loans that are to be modified may be held by a TRS on the date of their modification and for a period of time thereafter. Finally, some or all of the real estate properties that Ready Capital may from time to time acquire by foreclosure or other procedure will likely be held in one or more TRSs. Since Ready Capital's TRSs do not file consolidated returns with one another, any net losses generated by one such entity will not offset net income generated by any other such entity. In addition, the TRS rules impose a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm's-length basis. Furthermore, if the Combined Company acquires appreciated assets from a subchapter C corporation in a transaction in which the adjusted tax basis of the assets in the Combined Company's hands is determined by reference to the adjusted tax basis of the assets in the hands of the C corporation, and if the Combined Company subsequently disposes of any such assets during the 5-year period following the acquisition of the assets from the C corporation, the Combined Company will be subject to tax at the highest corporate tax rates on any gain from such assets to the extent of the excess of the fair market value of the assets on the date that they were contributed to the Combined Company over the basis of such assets on such date, which the Combined Company refers to as built-in gains. A portion of the assets contributed to Sutherland and the Combined Company in connection with their formation may be subject to the built-in gains tax. Although Sutherland and the Combined Company expect that the built-in gains tax liability arising from any such assets should be de minimis, there is no assurance that this will be the case.

The Combined Company's qualification as a REIT and exemption from U.S. federal income tax with respect to certain assets may be dependent on the accuracy of legal opinions or advice rendered or given or statements by the issuers of assets that the Combined Company acquires, and the inaccuracy of any such opinions, advice or statements may adversely affect the Combined Company's REIT qualification and result in significant corporate-level tax.

        When purchasing securities, the Combined Company may rely on opinions or advice of counsel for the issuer of such securities, or statements made in related offering documents, for purposes of determining whether such securities represent debt or equity securities for U.S. federal income tax purposes, and also to what extent those securities constitute REIT real estate assets for purposes of the REIT asset tests and produce income which qualifies under the 75% REIT gross income test. In addition, when purchasing the equity tranche of a securitization, the Combined Company may rely on opinions or advice of counsel regarding the qualification of the securitization for exemption from U.S. corporate income tax and the qualification of interests in such securitization as debt for U.S. federal income tax purposes. The inaccuracy of any such opinions, advice or statements may adversely affect the Combined Company's REIT qualification and result in significant corporate-level tax.

The Combined Company may be subject to adverse legislative or regulatory tax changes that could reduce the value of the Combined Company's common stock.

        At any time, the U.S. federal income tax laws or regulations governing REITs or the administrative interpretations of those laws or regulations may be amended, possibly with retroactive effect. The Combined Company cannot predict when or if any new U.S. federal income tax law, regulation or administrative interpretation, or any amendment to any existing U.S. federal income tax law, regulation or administrative interpretation, will be adopted, promulgated or become effective, and any such law, regulation or interpretation may take effect retroactively. The Combined Company and its stockholders could be adversely affected by any such change in, or any new, U.S. federal income tax law, regulation or administrative interpretation.

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Dividends payable by REITs do not qualify for the reduced tax rates on dividend income from regular corporations, which could adversely affect the value of the Combined Company's common stock.

        The maximum U.S. federal income tax rate for certain qualified dividends payable to U.S. stockholders that are individuals, trusts and estates is 20%. Dividends payable by REITs, however, generally are not eligible for the reduced rates. However, for taxable years beginning after December 31, 2017 and before January 1, 2026, under the recently enacted TCJA, noncorporate taxpayers may deduct up to 20% of certain qualified business income, including "qualified REIT dividends" (generally, dividends received by a REIT shareholder that are not designated as capital gain dividends or qualified dividend income), subject to certain limitations, resulting in an effective maximum U.S. federal income tax rate of 29.6% on such income. Although the reduced U.S. federal income tax rate applicable to dividend income from regular corporate dividends does not adversely affect the taxation of REITs or dividends paid by REITs, the more favorable rates applicable to regular corporate dividends could cause investors who are individuals, trusts and estates to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs, including the Combined Company's common stock. Dividends may also be subject to a 3.8% Medicare tax under certain circumstances.

The tax basis that Ready Capital uses to compute taxable income with respect to certain interests in loans that were held by the predecessor to the Ready Capital Operating Partnership at the time of the formation of Pre-Merger Sutherland could be subject to challenge.

        Prior to the formation transactions of Pre-Merger Sutherland, the predecessor to the Ready Capital Operating Partnership had accounted for its interest in certain SBC securitizations as an interest in a single debt instrument for U.S. federal income tax purposes. In connection with the formation transactions of Pre-Merger Sutherland, the predecessor to the Ready Capital Operating Partnership was treated as terminated for U.S. federal income tax purposes, and the Ready Capital Operating Partnership was treated as a new partnership that acquired the assets of such predecessor for U.S. federal income tax purposes. Beginning with such transactions, the Ready Capital Operating Partnership has properly accounted for Ready Capital's interests in these securitizations as interests in the underlying loans for U.S. federal income tax purposes. Since Ready Capital did not have complete information regarding the tax basis of each of the loans held by the Ready Capital Operating Partnership at the time of the formation transactions of Pre-Merger Sutherland, Ready Capital's and the Combined Company's computation of taxable income with respect to these interests could be subject to adjustment by the IRS. If any such adjustment would be significant in amount, the resulting redetermination of Ready Capital's or the Combined Company's gross income for U.S. federal income tax purposes could cause Ready Capital or the Combined Company to fail to satisfy the REIT gross income tests, which could cause Ready Capital or the Combined Company to fail to qualify as a REIT. In addition, if any such adjustment resulted in an increase in the REIT taxable income of Ready Capital or the Combined Company, the Combined Company could be required to pay a deficiency dividend in order to maintain its REIT qualification. See "Material U.S. Federal Income Tax Considerations—The Combined Company—Requirements for Qualification as a REIT" beginning on page 162 and "Material U.S. Federal Income Tax Considerations—The Combined Company—Annual Distribution Requirements" beginning on page 179.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        This joint proxy statement/prospectus and the annexes to this joint proxy statement/prospectus contain forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act.

        These forward-looking statements are predictions and generally can be identified by use of statements that include phrases such as "may," "believe," "expect," "anticipate," "intend," "estimate," "project," "target," "goal," "plan," "should," "will," "predict," "potential," "likely," or other words, phrases or expressions of similar import, or the negative or other words or expressions of similar meaning, and statements regarding the benefits of the Merger or the other transactions contemplated by the Merger Agreement or the future financial condition, results of operations and business of Ready Capital, ORM or the Combined Company. Without limiting the generality of the preceding sentence, certain information contained in the sections "The Merger—Background of the Merger," "The Merger—Recommendation of the Ready Capital Board and Its Reasons for the Merger," "The Merger—Recommendation of the ORM Board and Its Reasons for the Merger" and "The Merger—Certain ORM Unaudited Prospective Financial Information" constitute forward-looking statements.

        Ready Capital and ORM base these forward-looking statements on particular assumptions that they have made in light of their industry experience, as well as their perception of historical trends, current conditions, expected future developments and other factors that they believe are appropriate under the circumstances. The forward-looking statements are necessarily estimates reflecting the judgment of Ready Capital's and ORM's respective management and involve a number of known and unknown risks, uncertainties and other factors which may cause actual results, performance, or achievements of Ready Capital, ORM or the Combined Company to be materially different from those expressed or implied by the forward-looking statements. In addition to other factors and matters contained in this joint proxy statement/prospectus, including those disclosed under "Risk Factors" beginning on page 38, these forward-looking statements are subject to risks, uncertainties and other factors, including, among others:

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        Although Ready Capital and ORM believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore there can be no assurance that such statements included in this joint proxy statement/prospectus will prove to be accurate. As you read and consider the information in this joint proxy statement/prospectus, you are cautioned to not place undue reliance on these forward-looking statements. These statements are not guarantees of performance or results and speak only as of the date of this joint proxy statement/prospectus, in the case of forward-looking statements contained in this joint proxy statement/prospectus, or the dates of the documents incorporated by reference or attached as annexes to this joint proxy statement/prospectus, in the case of forward-looking statements made in those documents. Neither Ready Capital nor ORM undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information or developments, future events, or otherwise, except as required by law.

        In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by Ready Capital, ORM or any other person that the results or conditions described in such statements or the objectives and plans of Ready Capital or ORM will be achieved. In addition, Ready Capital's and ORM's qualification as a REIT involves the application of highly technical and complex provisions of the Code.

        All forward-looking statements, expressed or implied, included in this joint proxy statement/prospectus are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that Ready Capital, ORM or persons acting on their behalf may issue.

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THE COMPANIES

Ready Capital Corporation

Ready Capital Corporation
1140 Avenue of the Americas
7th Floor
New York, New York 10036
(212) 275-4600

        Ready Capital is a multi-strategy real estate finance company that originates, aquires, finances and services SBC loans, SBA loans, residential mortgage loans, and to a lesser extent, MBS collateralized primarily by SBC loans, or other real estate-related investments. Ready Capital's loans range in original principal amounts up to $35 million and are used by businesses to purchase real estate used in their operations or by investors seeking to acquire small multi-family, office, retail, mixed use or warehouse properties.

        Ready Capital's origination and acquisition platforms consist of the following four operating segments:

        Ready Capital's objective is to provide attractive risk-adjusted returns to its stockholders, primarily through dividends and secondarily through capital appreciation. In order to achieve this objective, Ready Capital intends to continue to grow its investment portfolio and believes that the breadth of its

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full service real estate finance platform will allow the company to adapt to market conditions and deploy capital in its asset classes and segments with the most attractive risk-adjusted returns.

        Ready Capital has elected to be treated as a REIT for U.S. federal income tax purposes. To qualify as a REIT, Ready Capital is required to meet certain investment and operating tests and annual distribution requirements. Ready Capital generally will not be subject to U.S. federal income taxes on its taxable income to the extent that it annually distributes all of its net taxable income to stockholders, does not participate in prohibited transactions and maintains its intended qualification as a REIT. However, certain activities that Ready Capital may perform may cause Ready Capital to earn income which will not be qualifying income for REIT purposes. Ready Capital has designated certain of its subsidiaries as TRSs, to engage in such activities, and Ready Capital may form additional TRSs in the future. Ready Capital also operates its business in a manner that will permit it to maintain its exemption from registration under the Investment Company Act of 1940, as amended (the "1940 Act").

        Shares of Ready Capital Common Stock are listed on the NYSE, trading under the symbol "RC".

        Ready Capital's principal executive offices are located at 1140 Avenue of the Americas, 7th Floor, New York, New York 10036, and its telephone number is (212) 275-4600. Ready Capital's website is www.readycapital.com.

ReadyCap Merger Sub, LLC

ReadyCap Merger Sub, LLC
1140 Avenue of the Americas
7th Floor
New York, New York 10036
(212) 275-4600

        Merger Sub is a Delaware limited liability company that was formed on November 7, 2018 solely for the purpose of effecting the Merger. Upon Closing, ORM will be merged with and into Merger Sub, with Merger Sub continuing as the surviving company. Merger Sub has not conducted any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the Merger Agreement.

Owens Realty Mortgage, Inc.

Owens Realty Mortgage, Inc.
2221 Olympic Boulevard
Walnut Creek, California 94595
(925) 935-3840

        ORM is a specialty finance company that focuses on the origination, investment and management of commercial real estate loans, primarily in the Western U.S. ORM provides customized, short-term loans to small and middle-market investors and developers that require speed and flexibility. ORM also holds investments in real estate properties. ORM's investment objective is to provide investors with attractive current income and long-term stockholder value. ORM's common stock is traded on the NYSE American under the symbol "ORM".

        ORM is externally managed and advised by the ORM Manager, a specialized commercial real estate management company that has originated, serviced and managed alternative commercial real estate investments since 1951. The ORM Manager provides ORM with all of the services vital to its operations. ORM's executive officers and most of its other staff are all employed by the ORM Manager pursuant to the ORM Management Agreement and ORM's charter. The ORM Management Agreement requires the ORM Manager to manage ORM's business affairs in conformity with the

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policies and investment guidelines that are approved and monitored by the ORM Board. The ORM Board is composed of a majority of independent directors.

        ORM was incorporated in Maryland on August 9, 2012. Effective May 20, 2013, OMIF, a California Limited Partnership formed in 1984, merged with and into ORM, with ORM as the surviving corporation in the merger. ORM commenced conducting all of the business conducted by OMIF at the effective time of the merger. The merger was conducted to reorganize ORM's business operations so that, among other things, ORM could elect to qualify as a REIT for federal income tax purposes. As a qualified REIT, ORM is generally not subject to federal income tax on that portion of its REIT taxable income that is distributed to ORM stockholders, provided that at least 90% of taxable income is distributed and provided that certain other requirements are met. Certain of ORM's assets that produce non-qualifying income are held in TRSs. Unlike other subsidiaries of a REIT, the income of a TRSs is subject to federal and state income taxes.

        The ORM Manager arranges, services and maintains the loan and real estate portfolios for ORM. ORM's loans are secured by mortgages or deeds of trust on unimproved, improved, income-producing and non-income-producing real property, such as condominium projects, apartment complexes, shopping centers, office buildings, and other commercial or industrial properties. No single ORM loan may exceed 10% of ORM's assets as of the date the loan is made.

        ORM's principal executive offices are located at 2221 Olympic Boulevard Walnut Creek, California 94595, and its telephone number is (925) 935-3840. ORM's website is www.owensmortgage.com.

The Combined Businesses

        Upon completion of the Merger, Ready Capital will remain a publicly traded corporation focused on acquiring, originating, managing, servicing and financing primarily SBC loans. Upon completion of the Merger, Ready Capital is expected to have a pro forma equity market capitalization of approximately $714.1 million and a total capitalization of approximately $773.7 million based on the $16.11 per share closing price of Ready Capital Common Stock on February 11, 2019. Following the completion of the Merger, the Ready Capital will continue to be externally managed by the Ready Capital Manager.

        The combined business will continue to be operated through Ready Capital and its subsidiaries, which will include ORM and its subsidiaries.

        The common stock of the Combined Company will continue to be listed on the NYSE, trading under the symbol "RC".

        Ready Capital's principal executive offices will remain located at 1140 Avenue of the Americas, 7th Floor, New York, New York 10036, and its telephone number will be (212) 257-4600.

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THE READY CAPITAL SPECIAL MEETING

        This joint proxy statement/prospectus is being furnished in connection with the solicitation of proxies from Ready Capital stockholders for exercise at the Ready Capital special meeting. This joint proxy statement/prospectus and accompanying form of proxy are first being mailed to Ready Capital stockholders on or about [                        ], 2019.

Purpose of the Ready Capital Special Meeting

        A special meeting of Ready Capital stockholders will be held at the offices of Clifford Chance US LLP, 31 West 52nd Street, New York, New York 10019, on March [    ], 2019, at 9:00 a.m., Eastern Time, for the following purposes:

        Only business within the purposes described in the Notice of Special Meeting of Ready Capital may be conducted at the Ready Capital special meeting. Any action may be taken on the items of business described above at the Ready Capital special meeting on the date specified above, or on any date or dates to which the special meeting may be postponed or adjourned.

        This joint proxy statement/prospectus also contains information regarding the ORM special meeting, including the items of business for that special meeting. At the Ready Capital special meeting Ready Capital stockholders will not be voting on the proposals to be considered and voted on at the ORM special meeting.

Record Date; Voting Rights; Proxies

        Ready Capital has fixed the close of business on January 14, 2019 as the record date for determining holders of Ready Capital Common Stock entitled to notice of, and to vote at, the Ready Capital special meeting. Only holders of Ready Capital Common Stock at the close of business on the record date will be entitled to notice of, and to vote at, the Ready Capital special meeting. As of the record date, there were 32,105,112 issued and outstanding shares of Ready Capital Common Stock. Each holder of record of Ready Capital Common Stock on the record date is entitled to one vote per share. Votes may be cast either in person or by properly authorized proxy at the Ready Capital special meeting. As of the record date, the issued and outstanding shares of Ready Capital Common Stock were held by approximately 1,600 beneficial owners.

        Stockholders of Record.    If you are a stockholder of record of Ready Capital Common Stock, you may have your shares of Ready Capital Common Stock voted on the matters to be presented at the special meeting in any of the following ways:

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        Beneficial Owners.    If your shares of Ready Capital Common Stock are held in "street name," please refer to the instructions provided by your broker, bank, trustee or other nominee to see which of the above choices are available to you. Please note that if you are a holder in "street name" and wish to vote in person at the special meeting, you must obtain a legal proxy from broker, bank, trustee or other nominee.

        All shares of Ready Capital Common Stock that are entitled to vote and are represented at the Ready Capital special meeting by properly authorized proxies received before or at the Ready Capital special meeting and not revoked, will be voted at the special meeting in accordance with the instructions indicated on the proxies. If no instructions are given on a timely and properly executed proxy card, your shares of stock will be voted:

        Votes cast by proxy or in person at the Ready Capital special meeting will be tabulated by the inspector of elections appointed for the Ready Capital special meeting. The chairman of the Ready Capital special meeting will determine whether or not a quorum is present.

        Any proxy given by a stockholder pursuant to this solicitation may be revoked at any time before the vote is taken at the special meeting in any of the following ways:

        Any written notice of revocation or subsequent proxy card should be sent to Ready Capital Corporation, 1140 Avenue of the Americas, 7th Floor, New York, New York, 10036, Attention: Secretary, or hand delivered to the Secretary of Ready Capital before the taking of the vote at the Ready Capital special meeting.

Solicitation of Proxies

        Ready Capital is soliciting proxies on behalf of the Ready Capital Board. Ready Capital will bear the costs of soliciting proxies. Brokerage houses, fiduciaries, nominees and others will be reimbursed

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for their out-of-pocket expenses in forwarding proxy materials to owners of Ready Capital Common Stock held in their names. In addition to the solicitation of proxies by use of the mails, proxies may be solicited from Ready Capital stockholders by directors, officers and employees of Ready Capital in person or by telephone, by facsimile, on the Internet or other appropriate means of communications. No additional compensation, except for reimbursement of reasonable out-of-pocket expenses, will be paid to directors, officers and employees of Ready Capital in connection with this solicitation. Ready Capital has not retained a proxy solicitor in connection with the solicitation of proxies for the Ready Capital special meeting.

Quorum; Abstentions and Broker Non-Votes

        The presence, in person or by proxy, of the holders of shares of Ready Capital Common Stock entitled to cast a majority of all the votes entitled to be cast at the Ready Capital special meeting will constitute a quorum at the Ready Capital special meeting. Ready Capital will include abstentions in the calculation of the number of shares considered to be present at the Ready Capital special meeting for purposes of determining the presence of a quorum at the Ready Capital special meeting. Approval of the Ready Capital Common Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast on the matter by holders of outstanding shares of Ready Capital Common Stock, provided a quorum is present. Under NYSE guidance applicable to the Ready Capital Common Stock Issuance Proposal, abstentions will be considered as votes cast and accordingly will have the same effect as votes "AGAINST" the Ready Capital Common Stock Issuance Proposal. Approval of the Ready Capital Adjournment Proposal requires the affirmative vote of a majority of the votes cast on the matter by holders of outstanding shares of Ready Capital Common Stock, provided a quorum is present. Abstentions will not be counted as "votes cast" for this proposal and will therefore have no effect on the outcome of the vote on the Ready Capital Adjournment Proposal. Any failure to return your proxy card or other failure to vote will have no effect on the outcome of the vote on either the Ready Capital Common Stock Issuance Proposal or the Ready Capital Adjournment Proposal provided that a quorum is otherwise present at the Ready Capital special meeting.

        Banks, brokers and other nominees that hold their customers' shares in street name may not vote their customers' shares on "non-routine" matters without instructions from their customers. Because each of the proposals to be voted upon at the Ready Capital special meeting is considered "non-routine," such organizations do not have discretion to vote on any of the proposals. As a result, if you do not provide your broker, bank or other nominee with instructions regarding how to vote your shares of Ready Capital Common Stock, your shares of Ready Capital Common Stock will not be considered present at the Ready Capital special meeting and will not be voted on any of the proposals. Broker non-votes, if any, will have no effect on either the Ready Capital Common Stock Issuance Proposal or the Ready Capital Adjournment Proposal.

Required Vote

        Approval of the Ready Capital Common Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast on the matter by holders of outstanding shares of Ready Capital Common Stock, provided a quorum is present.

        If voted upon at the Ready Capital special meeting, approval of the Ready Capital Adjournment Proposal requires the affirmative vote of a majority of the votes cast on the matter by holders of outstanding shares of Ready Capital Common Stock, provided a quorum is present. Abstentions will not be counted as "votes cast" for this proposal and will therefore have no effect on the outcome of the vote on the Ready Capital Adjournment Proposal.

        As of the close of business on the record date for the Ready Capital special meeting, directors and executive officers of Ready Capital and certain funds managed or advised by the Ready Capital

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Manager and its affiliates owned an aggregate of 13,682,021 shares of Ready Capital Common Stock entitled to vote at the Ready Capital special meeting. Ready Capital currently expects that Ready Capital's directors and executive officers and certain funds managed or advised by the Ready Capital Manager and its affiliates will vote their shares of Ready Capital Common Stock "FOR" the Ready Capital Common Stock Issuance Proposal and "FOR" the Ready Capital Adjournment Proposal, although none of them are obligated to do so.

        Regardless of the number of shares of Ready Capital Common Stock you own, your vote is important. Please complete, sign, date and promptly return the enclosed proxy card today or authorize a proxy to vote your shares by phone or Internet.

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PROPOSALS SUBMITTED TO THE READY CAPITAL STOCKHOLDERS

Proposal 1: Ready Capital Common Stock Issuance Proposal

        Ready Capital stockholders are being asked to approve the issuance of shares of Ready Capital Common Stock to the ORM stockholders in the Merger. For a summary and detailed information regarding this proposal, see the information about the Merger and the Merger Agreement throughout this joint proxy statement/prospectus, including the information set forth in sections entitled "The Merger" beginning on page 76 and "The Merger Agreement" beginning on page 129. A copy of the Merger Agreement is attached as Annex A to this joint proxy statement/prospectus.

        Pursuant to the Merger Agreement, approval of the Ready Capital Common Stock Issuance is a condition to the consummation of the Merger. If the Ready Capital Common Stock Issuance Proposal is not approved, the Merger will not be completed.

        Approval of the Ready Capital Common Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast on the matter by holders of outstanding shares of Ready Capital Common Stock, provided a quorum is present.


Recommendation of the Ready Capital Board

        The Ready Capital Board unanimously recommends that Ready Capital stockholders vote "FOR" the Ready Capital Common Stock Issuance Proposal to issue shares of Ready Capital Common Stock to ORM stockholders pursuant to the Merger Agreement.

Proposal 2: Ready Capital Adjournment Proposal

        The Ready Capital special meeting may be adjourned to another time or place, if necessary or appropriate in the judgment of the Ready Capital Board, to permit, among other things, further solicitation of proxies, if necessary or appropriate in the view of the Ready Capital Board, in favor of the Ready Capital Common Stock Issuance Proposal if there are not sufficient votes at the time of such adjournment to approve such proposal.

        Ready Capital is asking Ready Capital stockholders to approve the adjournment of the Ready Capital special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Ready Capital Common Stock Issuance Proposal if there are not sufficient votes at the time of such adjournment to approve such proposal.

        Approval of the Ready Capital Adjournment Proposal requires the affirmative vote of a majority of the votes cast on the matter by holders of outstanding shares of Ready Capital Common Stock, provided a quorum is present.

        Ready Capital does not intend to call a vote on the Ready Capital Adjournment Proposal if the Ready Capital Common Stock Issuance Proposal considered at the Ready Capital special meeting has been approved at the Ready Capital special meeting.


Recommendation of the Ready Capital Board

        The Ready Capital Board unanimously recommends that Ready Capital stockholders vote "FOR" the Ready Capital Adjournment Proposal to adjourn the Ready Capital special meeting, if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes to approve the Ready Capital Common Stock Issuance Proposal.

Other Business

        Pursuant to Maryland law and the Ready Capital Bylaws, only matters described in the Notice of Special Meeting for Ready Capital may be brought before the Ready Capital special meeting.

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THE ORM SPECIAL MEETING

        This joint proxy statement/prospectus is being furnished in connection with the solicitation of proxies from ORM stockholders for exercise at the ORM special meeting. This joint proxy statement/prospectus and accompanying form of proxy are first being mailed to ORM stockholders on or about [                        ], 2019.

Purpose of the ORM Special Meeting

        A special meeting of ORM stockholders will be held at the offices of Vinson & Elkins L.L.P., 555 Mission Street, Suite 2000, San Francisco, California 94105, on March [    ], 2019 at 10:00 a.m. Pacific Time, for the following purposes:

        Only business within the purposes described in the Notice of Special Meeting of ORM may be conducted at the ORM special meeting. Any action may be taken on the items of business described above at the ORM special meeting on the date specified above, or on any date or dates to which the ORM special meeting may be postponed or adjourned.

        This joint proxy statement/prospectus also contains information regarding the Ready Capital special meeting, including the items of business for that special meeting. ORM stockholders are not voting on the proposals to be voted on at the Ready Capital special meeting.

Record Date; Voting Rights; Proxies

        ORM has fixed the close of business on January 14, 2019 as the record date for determining holders of ORM Common Stock entitled to notice of, and to vote at, the ORM special meeting. Holders of ORM Common Stock at the close of business on the record date will be entitled to notice of the ORM special meeting. As of the record date, there were 8,482,880 issued and outstanding shares of ORM Common Stock. Each holder of record of ORM Common Stock on the record date is entitled to one vote per share with respect to each proposal. Votes may be cast either in person or by properly authorized proxy at the ORM special meeting. As of the record date, the issued and outstanding ORM Common Stock was held by approximately 711 beneficial owners.

        Stockholders of Record.    If you are a stockholder of record of ORM Common Stock, you may have your shares of ORM Common Stock voted on the matters to be presented at the ORM special meeting in any of the following ways:

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        Beneficial Owners.    If your shares of ORM Common Stock are held in "street name," please refer to the instructions provided by your broker, bank, trustee or other nominee to see which of the above choices are available to you. Please note that if you are a holder in "street name" and wish to vote in person at the ORM special meeting, you must obtain a legal proxy from your broker, bank, trustee or other nominee, which may take several days. Please also see the question and answer referencing "street name" shares below.

        All shares of ORM Common Stock that are entitled to vote and are represented at the ORM special meeting by properly authorized proxies received before or at the ORM special meeting and not revoked will be voted at such special meeting in accordance with the instructions indicated on the proxies. If no instructions are given on a timely and properly executed proxy card, your shares will be voted:

        Votes cast by proxy or in person at the ORM special meeting will be tabulated by one or more inspectors appointed by the ORM Board for the ORM special meeting. The chairman of the ORM special meeting will determine whether or not a quorum is present.

        Any proxy given by a stockholder pursuant to this solicitation may be revoked at any time before the vote is taken at the ORM special meeting in any of the following ways:

        Any written notice of revocation or subsequent proxy card should be sent to Owens Realty Mortgage, Inc., 2221 Olympic Boulevard, Walnut Creek, California 94595, Attention: Secretary, or hand delivered to the Secretary of ORM before the taking of the vote at the ORM special meeting.

Solicitation of Proxies

        ORM is soliciting proxies on behalf of the ORM Board. ORM will bear the costs of soliciting proxies. Brokerage houses, fiduciaries, nominees and others will be reimbursed for their out-of-pocket expenses in forwarding proxy materials to owners of ORM Common Stock held in their names. In addition to the solicitation of proxies by use of the mails, proxies may be solicited from ORM stockholders by directors, officers and employees of ORM in person or by telephone, by facsimile, on the Internet or other appropriate means of communications. No additional compensation, except for reimbursement of reasonable out-of-pocket expenses, will be paid to directors, officers and employees of ORM in connection with this solicitation. ORM has retained Georgeson to solicit, and for advice

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and assistance in connection with the solicitation of, proxies for the ORM special meeting at a cost of $12,500, plus out-of-pocket expenses. No portion of the amount that ORM has agreed to pay to Georgeson is contingent upon the Closing. ORM has agreed to indemnify Georgeson against any loss, damage, expense, liability or claim arising out of such services. Any questions or requests for assistance regarding this joint proxy statement/prospectus and related proxy materials may be directed to Georgeson by telephone at (888) 566-8006.

Quorum; Abstentions and Broker Non-Votes

        The presence in person or by proxy of the holders of shares of ORM Common Stock entitled to cast a majority of all the votes entitled to be cast at the ORM special meeting will constitute a quorum at the ORM special meeting. Shares that abstain from voting will be treated as shares that are present and entitled to vote at the ORM special meeting for purposes of determining whether a quorum exists. Because approval of the ORM Merger Proposal and the ORM Management Agreement Termination Proposal requires the affirmative vote of holders of a majority of the outstanding shares of ORM Common Stock entitled to vote on the matter, abstentions, failing to vote and broker non-votes, if any, will have the same effect as votes "AGAINST" approval of the ORM Merger Proposal and the ORM Management Agreement Termination Proposal. For the ORM Adjournment Proposal, abstentions, failing to vote and broker non-votes, if any, will have no effect, assuming a quorum is present.

        Banks, brokers and other nominees that hold their customers' shares in street name may not vote their customers' shares on "non-routine" matters without instructions from their customers. As each of the proposals to be voted upon at the ORM special meeting is considered "non-routine," such organizations do not have discretion to vote on any of the proposals. As a result, if you hold your shares in "street name" and you fail to provide your broker, bank or other nominee with any instructions regarding how to vote your shares of ORM Common Stock your shares of ORM Common Stock will not be considered present at the ORM special meeting and will not be voted on any of the proposals.

Required Vote

        Approval of the ORM Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of ORM Common Stock entitled to vote on the matter.

        Approval of the ORM Management Agreement Termination Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of ORM Common Stock entitled to vote on the matter.

        Approval of the ORM Adjournment Proposal requires, provided a quorum is present, the affirmative vote of a majority of the votes cast on the ORM Adjournment Proposal by holders of ORM Common Stock at the ORM special meeting.

        Regardless of the number of shares of ORM Common Stock you own, your vote is important. Please complete, sign, date and promptly return the enclosed proxy card today or authorize a proxy to vote your shares by phone or Internet.

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PROPOSALS SUBMITTED TO THE ORM STOCKHOLDERS

Proposal 1: ORM Merger Proposal

        ORM stockholders are asked to approve the ORM Merger Proposal as contemplated by the Merger Agreement. For a summary and detailed information regarding the ORM Merger Proposal, see the information about the Merger and the Merger Agreement throughout this joint proxy statement/prospectus, including the information set forth in sections entitled "The Merger" beginning on page 76 and "The Merger Agreement" beginning on page 129. A copy of the Merger Agreement is attached as Annex A to this joint proxy statement/prospectus.

        Pursuant to the Merger Agreement, approval of the ORM Merger Proposal is a condition to the consummation of the Merger. If the ORM Merger Proposal is not approved, the Merger will not be completed.

        Approval of the ORM Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of ORM Common Stock entitled to vote on the matter.


Recommendation of the ORM Board

        The ORM Board unanimously recommends (with Mr. Owens abstaining) that ORM stockholders vote "FOR" the ORM Merger Proposal.

Proposal 2: ORM Management Agreement Termination Proposal

        ORM stockholders are asked to approve the termination of the ORM Management Agreement. For a summary and detailed information regarding the ORM Management Agreement, see the information about the termination of the ORM Management Agreement throughout this joint proxy statement/prospectus, including the information set forth in section entitled "The Merger—Interests of ORM's Directors and Executive Officers in the Merger" beginning on page 122.

        Pursuant to the Merger Agreement, termination of the ORM Management Agreement is a condition to the consummation of the Merger. If the ORM Management Agreement is not terminated, the Merger will not be completed.

        Approval of the ORM Management Agreement Termination Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of ORM Common Stock entitled to vote on the matter.


Recommendation of the ORM Board

        The ORM Board unanimously recommends (with Mr. Owens abstaining) that ORM stockholders vote "FOR" the ORM Management Agreement Termination Proposal.

Proposal 3: ORM Adjournment Proposal

        The ORM stockholders are being asked to approve a proposal that will give ORM the authority to adjourn the ORM special meeting, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of the ORM Merger Proposal and the ORM Management Agreement Termination Proposal if there are not sufficient votes at the time of the ORM special meeting to approve the ORM Merger Proposal and the ORM Management Agreement Termination Proposal. If, at the ORM special meeting, the number of shares of ORM Common Stock present or represented by proxy and voting for the approval of the ORM Merger Proposal and the ORM Management Agreement Termination Proposal is insufficient to approve each such proposal, ORM intends to move to adjourn the ORM special meeting to another place, date or time in order to enable the ORM Board to solicit additional proxies for approval of the proposals. ORM does not intend to call a vote on the

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ORM Adjournment Proposal if the ORM Merger Proposal and the ORM Management Agreement Termination Proposal are considered and approved at the ORM special meeting. If the ORM special meeting is adjourned for the purpose of soliciting additional proxies, ORM stockholders who have already submitted their proxies will be able to revoke them at any time prior to their exercise.

        Approval of the ORM Adjournment Proposal requires the affirmative vote of a majority of the votes cast on the matter by holders of outstanding shares of ORM Common Stock, provided a quorum is present.


Recommendation of the ORM Board

        The ORM Board unanimously recommends (with Mr. Owens abstaining) that ORM stockholders vote "FOR" the ORM Adjournment Proposal to adjourn the ORM special meeting, if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes to approve the ORM Merger Proposal and the ORM Management Agreement Termination Proposal.

Other Business

        Pursuant to the ORM Bylaws and Maryland law, no other matters will be transacted at the ORM special meeting.

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THE MERGER

        The following is a summary of the material terms of the Merger Agreement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. The summary of the material terms of the Merger Agreement below and elsewhere in this joint proxy statement/prospectus is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached to this joint proxy statement/prospectus as Annex A, and is incorporated by reference into this joint proxy statement/prospectus. You are urged to read this joint proxy statement/prospectus, including the Merger Agreement, carefully and in its entirety for a more complete understanding of the Merger.

General

        The Ready Capital Board has unanimously approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, and the ORM Board has unanimously (with Mr. Owens abstaining) approved the Merger Agreement and declared that the transactions contemplated therein, including the Merger and the termination of the ORM Management Agreement are advisable. Subject to the terms and conditions of the Merger Agreement, including the approval of the ORM stockholders of the ORM Merger Proposal and the ORM Management Agreement Termination Proposal and the Ready Capital stockholders of the Ready Capital Common Stock Issuance Proposal, ORM will merge with and into Merger Sub, with Merger Sub continuing as the surviving company. Immediately following the Merger, the surviving company will be contributed to Ready Capital Operating Partnership in exchange for the Ready Capital OP Units. As a result of the contribution transaction, the surviving company will become a wholly-owned subsidiary of the Ready Capital Operating Partnership. ORM stockholders will receive the merger consideration described below under "The Merger Agreement—Consideration for the Merger" beginning on page 129.

Background of the Merger

        The ORM Board regularly evaluates ORM's strategic direction and ongoing business plans and reviews possible ways of increasing long-term stockholder value. These reviews include the consideration of various loan origination strategies, sales of real estate assets, potential strategic business combinations, and other transactions with third parties that would further ORM's strategic objectives and ability to create stockholder value.

        The Ready Capital Board has set a strategic goal to achieve sensible growth in Ready Capital's capital and asset base in order to enhance Ready Capital's access to capital and capital flexibility, and to attract a greater level of institutional investor interest in Ready Capital's business. In furtherance of this strategic goal, Ready Capital has been regularly evaluating and implementing a range of capital raising alternatives, including public and private equity offerings, secured and unsecured borrowings and securitizations. In addition, building on the success of Ready Capital's merger with ZAIS Financial Corp. in 2016, Ready Capital is also interested in exploring acquisitions of other businesses or assets where the consideration issued by Ready Capital in such transactions includes Ready Capital Common Stock or preferred stock.

        On June 1, 2017, Gary I. Furukawa, the founder, senior partner and chief investment officer of Freestone Capital Management, LLC ("Freestone"), a 7.6% ORM stockholder, sent an open letter to the ORM Board that, in part, called for the immediate liquidation of ORM, and expressed concerns with ORM's business strategy and stock price performance.

        On June 15, 2017, William C. Owens, who was at the time serving as Chairman of the ORM Board, sent an open letter to Freestone that acknowledged the stockholder's feedback and responded that the ORM Board had concerns regarding the consequences of liquidation, including adverse economic and tax implications. In addition, Mr. Owens reiterated ORM's commitment to closing the

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gap between ORM's stock price and book value, as evidenced by ORM's stock repurchase program that it had announced on June 13, 2017 and ORM's ongoing strategy of selling its real estate assets in a responsible manner and reallocating these proceeds into commercial loan investments.

        On December 29, 2017, following extensive deliberations by the ORM Board, ORM entered into a settlement agreement with Freestone and certain of its affiliates pursuant to which ORM agreed to purchase ORM Common Stock held by Freestone in a privately negotiated transaction. The ORM Board determined this strategy would permit ORM to (i) repurchase these shares at a price that would be accretive to ORM's book value, (ii) continue to pursue its strategic plan already successfully underway and achieving results, (iii) avoid a costly and distracting proxy fight and (iv) remain focused on maximizing long-term value for all ORM stockholders.

        On January 5, 2018, Eric Hovde spoke with Bryan Draper, President, Chief Executive Officer and Director of ORM, and Daniel Worley, Senior Vice President and Corporate Secretary of ORM, and informed ORM of his intention to nominate a slate of directors for election at the ORM annual meeting.

        On January 12, 2018, the last date on which stockholder nominations were due with respect to the ORM annual meeting, Eric Hovde, Financial Institutions Partners III, LP, and certain of their affiliates (collectively, the "Hovde Group") delivered a formal notice to the ORM Board expressing its intent to nominate and solicit proxies in support of two Class II director candidates, Steven Hovde and James Hua, for election to the ORM Board at the 2018 annual meeting of ORM stockholders. According to the nomination notice, as of January 12, 2018, the Hovde Group owned approximately 3.7% of the outstanding shares of ORM Common Stock.

        On January 17, 2018, Eric Hovde contacted Mr. Draper by telephone to discuss the Hovde Group's nominations and to discuss his concerns with ORM's business strategy and stock price performance. Mr. Draper invited Eric Hovde to speak directly with the ORM Board regarding his concerns, which was subsequently arranged.

        On February 13, 2018, Mr. Draper and Mr. Schmal spoke by telephone with Eric Hovde. During this meeting, Eric Hovde expressed concerns regarding ORM's business strategy and stock price performance, including an indication by Eric Hovde that in order to avoid a proxy contest, ORM should use substantially all available cash from operations to repurchase shares of ORM's Common Stock until the price reached $20.00 per share.

        The ORM Board met on February 27, 2018 to consider Eric Hovde's proposal.

        On February 28, 2018, Mr. Draper spoke by telephone with Eric Hovde. During this meeting, Mr. Draper and Eric Hovde discussed a range of topics relating to ORM's business strategy, the Hovde Group's director nominees, and Eric Hovde's proposal that ORM use substantially all available cash from operations to repurchase shares of ORM Common Stock. They also discussed coordinating schedules for ORM to conduct formal interviews with the Hovde Group's nominees to the ORM Board, Steven Hovde and James Hua.

        On March 13, 2018, ORM issued a press release announcing, among other things, ORM's adoption of a $10 million stock repurchase plan and an increased quarterly dividend of $0.16 per share of ORM Common Stock for the quarter ending March 31, 2018. ORM also announced its financial results for the fourth quarter and year ended December 31, 2017. ORM reported net loss attributable to common stockholders of $0.44 per fully-diluted share of ORM Common Stock for the fourth quarter of 2017 and net income attributable to common stockholders of $0.85 per fully-diluted share of ORM Common Stock for the year ended December 31, 2017. ORM's book value attributable to common stockholders at December 31, 2017 was $22.10 per share of ORM Common Stock, and its last sale price on the NYSE American was $14.49 per share of ORM Common Stock on March 14, 2018.

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        Also, on March 13, 2018, Eric Hovde spoke with Mr. Draper via telephone to express his disapproval with ORM's business strategy, including the decision to increase the quarterly dividend to ORM stockholders, and to reiterate his proposal that substantially all of ORM's available cash from operations should be used to repurchase shares of ORM Common Stock.

        On March 20, 2018, Mr. Schmal received an email inquiry from a commercial mortgage REIT ("Company A") with an interest in exploring a strategic transaction with ORM. That same day, Mr. Draper received an email inquiry from another commercial mortgage REIT ("Company B") with an interest in exploring a strategic transaction with ORM or ORM Manager. On March 22, 2018, Mr. Draper, and Dan Worley, Secretary of ORM, held an introductory call with representatives of Company B to discuss Company B's interest in exploring a strategic transaction with ORM or ORM Manager. Mr. Draper and Mr. Worley subsequently briefed the ORM Board and Vinson & Elkins, who was serving as legal counsel to the compensation committee of the ORM Board (the "ORM Compensation Committee"). The ORM Board instructed Mr. Draper, Mr. Worley and Vinson & Elkins to work with Company A and Company B to enter into a non-disclosure agreement containing customary standstill provisions so that Company A and Company B could review certain confidential business information about ORM's loan portfolio in order to prepare an indication of interest for a strategic transaction or business combination with ORM or ORM Manager.

        On April 4, 2018, Mr. Schmal informed Eric Hovde via telephone that, after careful consideration, the ORM Nominating and Corporate Governance Committee and ORM Board concluded they would not recommend the addition of the Hovde Group nominees to the ORM Board. Mr. Schmal made the Hovde Group a settlement proposal that contemplated, among other things, that the Hovde Group would have direct involvement in the designation of a female director who would replace an existing management director, thereby increasing the percentage of independent directors on the ORM Board from 60% to 80%. The settlement proposal also contemplated that the new director would sit on an ORM Board committee and lead the review of Eric Hovde's proposal that ORM use substantially all available cash from operations to repurchase shares of ORM Common Stock. During the conversation, Mr. Schmal committed that an ORM Board committee would consider larger stock repurchases. Eric Hovde rejected the settlement proposal.

        Between April 4, 2018 and April 24, 2018, ORM and Eric Hovde continued to discuss settlement proposals.

        On April 6, 2018, ORM entered into a non-disclosure agreement containing customary standstill provisions with Company B. ORM provided Company B with certain confidential information about ORM's existing loan portfolio.

        On April 10, 2018, Mr. Draper and Mr. Worley were approached by representatives of an investment management group ("Company C") with an interest in exploring a strategic transaction with ORM Manager and making an investment into ORM.

        On April 12, 2018, ORM entered into a non-disclosure agreement containing customary standstill provisions with Company A. ORM provided Company A with certain confidential information about ORM's existing loan portfolio.

        On April 16, 2018, Mr. Draper and Mr. Worley had an introductory telephone call with representatives of Company C to discuss Company C's interest in exploring a strategic transaction with ORM Manager and making an investment into ORM.

        On April 20, 2018, Mr. Draper had a discussion with representatives of Company B regarding a potential strategic transaction with ORM. Later that day, ORM received an unsolicited letter from Company B that contained a non-binding indication of interest to acquire ORM in a stock-for-stock merger valued at $18.75 per share of ORM Common Stock, based on the then current market price of Company B's common stock.

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        On April 25, 2018, the ORM management team updated the ORM Board on Company B's indication of interest and the discussions with other interested parties. The ORM Board concluded that the indication of interest was inadequate for ORM stockholders from a financial point of view. Given the interest from other parties, the ORM Board concluded that it needed assistance to help it assess prices at which indications of interest would be sufficient from a financial point of view to engage in further discussions. The ORM Board discussed with Vinson & Elkins how to respond to the indication of interest from Company B. The ORM Board agreed that the ORM Compensation Committee, which was comprised solely of independent directors, should engage an advisor (the "ORM Compensation Committee Advisor") to prepare a range of estimates of the valuation of ORM as a continuing entity and if ORM was liquidated.

        On April 26, 2018, Mr. Draper and Mr. Worley were approached by representatives of an investment bank (which was not KBW) regarding Sutherland Asset Management's (which would later be renamed Ready Capital Corporation and is referred to hereafter as "Ready Capital") interest in exploring a strategic transaction with ORM.

        On April 30, 2018, representatives of Company B contacted Mr. Draper to discuss Company B's indication of interest. Mr. Draper informed Company B that the ORM Board was considering the indication of interest and that a representative of ORM would contact Company B once the ORM Board had concluded how it wanted to respond to Company B's indication of interest.

        On May 2, 2018, ORM received an unsolicited letter from Company C containing a non-binding indication of interest to acquire ORM Manager, manage ORM and invest $100 million to $150 million into ORM.

        On May 3, 2018, Mr. Draper had a discussion with representatives of Company A regarding a potential strategic transaction with ORM.

        On May 3, 2018, Mr. Draper and Mr. Schmal contacted representatives of Company B to inform them that the ORM Board was continuing to consider the indication of interest and that a representative of ORM would contact them once the ORM Board had concluded how it wanted to respond to the indication of interest.

        Also on May 3, 2018, ORM received discussion materials from a representative of Ready Capital that contained a non-binding proposal to acquire ORM in a stock-for-stock merger with an exchange ratio of 1.3 shares of Ready Capital Common Stock for each share of ORM Common Stock, which valued ORM's Common Stock at $18.78 per share based on the then current market price of Ready Capital Common Stock. Later that day, Mr. Draper and Mr. Worley had a discussion with an investment banking firm on behalf of Ready Capital regarding the proposed transaction.

        Ready Capital's interest in pursuing a potential business combination transaction with ORM was undertaken in furtherance of Ready Capital's growth strategy. Ready Capital management believed that a merger with ORM involving the issuance by Ready Capital of Ready Capital Common Stock could present a sensible opportunity for Ready Capital growth. In addition, based on a review of publicly available information, Ready Capital management also viewed ORM's asset base as potentially complimentary to Ready Capital's existing assets and business strategies.

        On May 7, 2018, Mr. Owens informed the ORM Board of his decision to step down from his role as Chairman, effective at the close of business on May 7, 2018. Upon the recommendation of the ORM Nominating and Corporate Governance Committee, and after considering the best interests of ORM, the ORM Board appointed Mr. Schmal, the ORM Board's lead independent director at the time, as Chairman of the ORM Board, effective at the close of business on May 7, 2018. Mr. Owens remains on the ORM Board and serves as executive Chairman Emeritus of ORM.

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        Also on May 7, 2018, the ORM management team updated the ORM Board on the discussions with Ready Capital, Company A, Company B and Company C and the indications of interest received from Ready Capital and Company B. The ORM Board continued to work with Vinson & Elkins and the ORM Compensation Committee Advisor to consider how ORM should respond to the proposals from Ready Capital and Company B and the discussions with Company A. The ORM Board asked Mr. Draper to contact Company C to inform Company C that the ORM Board would need more information on Company C's indication of interest before it would be able to give the proposal further consideration. The ORM Board concluded that it would consider all of the indications of interest after receiving the report from the ORM Compensation Committee Advisor.

        Following the ORM Board meeting, Mr. Draper contacted Company C to inform Company C that the ORM Board needed additional information about the transactions included in its indication of interest.

        On May 8, 2018, the Hovde Group issued an open letter to ORM stockholders stating, among other things, its intention to nominate Steven Hovde and James Hua to the ORM Board.

        On May 9, 2018, ORM issued a press release announcing, among other things, the Hovde Group's rejection of ORM's several settlement proposals and that the ORM Nominating and Corporate Governance Committee and the ORM Board concluded that adding the Hovde Group candidates to the ORM Board would not be in the best interests of ORM and its stockholders.

        On May 9, 2018, ORM also announced its first quarter 2018 financial results. ORM reported net income attributable to common stockholders of $0.05 per fully-diluted share of ORM Common Stock for the first quarter of 2018. ORM's book value attributable to common stockholders at March 31, 2018 was $22.04 per share of ORM Common Stock, and its last sale price on the NYSE American was $15.67 per share of ORM Common Stock on May 10, 2018.

        On May 9, 2018, ORM received another letter from Company C that contained a non-binding indication of interest to acquire ORM Manager, manage ORM and invest $100 million to $150 million into ORM through the acquisition of ORM Common Stock at a price between $19.00 and $21.00 per share of ORM Common Stock.

        On May 10, 2018, the Hovde Group released an open letter to ORM stockholders in response to the press release issued by ORM on May 9, 2018.

        On May 11, 2018, Mr. Draper and Mr. Worley had a further discussion with representatives of Company A regarding a potential strategic transaction with ORM.

        On May 18, 2018, the ORM Compensation Committee Advisor delivered its report to the ORM Compensation Committee on the range of estimates of the valuation of ORM as a continuing entity and if ORM was liquidated.

        On May 22, 2018, the ORM Compensation Committee and the ORM Compensation Committee Advisor discussed the report on the ORM valuation, the various assumptions used in preparing the report and various other information about ORM and its business. The ORM Compensation Committee concluded that any indication of interest that proposed to acquire ORM for a price of less than $21.00 per share of ORM Common Stock was inadequate at that time from a financial point of view. Mr. Schmal and representatives of Vinson & Elkins relayed this conclusion to Mr. Draper and Mr. Owens, who were the other ORM directors affiliated with ORM Manager, and instructed Mr. Draper to communicate this to each of the parties that had contacted ORM.

        On May 23, 2018, Mr. Draper contacted each of Ready Capital, Company A, Company B and Company C and informed them that their indications of interest were inadequate from a financial point of view to ORM stockholders.

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        On May 25, 2018, Mr. Draper had calls with representatives of each of Company B and KBW, an investment banking firm which Ready Capital had selected to act as its financial advisor in connection with the proposed transaction, to discuss Company B's and Ready Capital's respective indications of interest.

        On June 4, 2018, Mr. Draper received an email inquiry from an investment banking firm suggesting that another mortgage REIT ("Company D") might be interested in discussing a strategic transaction with ORM. Later that day, Mr. Draper had a telephone conversation with representatives of Company D, who provided Mr. Draper with an overview of its business and why Company D might have interest in a strategic transaction with ORM. Mr. Draper also provided the representatives of Company D with a high-level overview of ORM's business.

        On June 7, 2018, ORM received an unsolicited letter from Company A that contained a non-binding proposal to acquire ORM in a stock-for-stock merger for between $20.00 and $21.00 per share of ORM Common Stock. Later that day, Mr. Draper discussed the indication of interest with representatives of Company A and informed them that the ORM Board would respond after it had considered the indication of interest in more detail.

        On June 12, 2018, during a regularly scheduled meeting of the Ready Capital Board, Frederick Herbst, Chief Financial Officer of Ready Capital, reported to the Ready Capital Board on Ready Capital's interactions with ORM and also told the Ready Capital Board that he would provide further updates as appropriate based on how discussions with ORM evolved.

        Also on June 12, 2018, representatives of Company B contacted Mr. Draper to discuss its indication of interest. During this discussion, Company B indicated that it would only be willing to pay up to $20.00 per share of ORM Common Stock in a transaction to acquire ORM. Mr. Draper reiterated that this price was inadequate from a financial point of view to ORM stockholders.

        On June 12, 2018, the Hovde Group issued an open letter to ORM stockholders seeking support for the election of Steven Hovde and James Hua to the ORM Board.

        On June 15, 2018, representatives of Company D informed Mr. Draper and Mr. Worley that Company D had decided not to submit an indication of interest for a strategic transaction with ORM.

        On June 25, 2018, Mr. Draper was approached by representatives of another commercial mortgage REIT ("Company E") with an interest in exploring a strategic transaction with ORM. Subsequently, on June 26, 2018, Mr. Draper and Mr. Worley briefed the ORM Board and Vinson & Elkins on Company E's interest in a strategic transaction with ORM.

        Effective June 27, 2018, the ORM Board increased the number of directors of ORM from five to six and elected Ann Marie Mehlum as an independent Class I director to fill the vacancy created by such increase. With this election, the ORM Board took an important step in achieving its goal of increased diversity in its leadership. Furthermore, as a result of this election, four of ORM's six directors were independent.

        On July 2, 2018, the Hovde Group issued another open letter to ORM stockholders announcing the Hovde Group's continued concern with ORM's business strategy and stock price performance and urging ORM stockholders to vote for the election of Steven Hovde and James Hua to the ORM Board.

        On July 5, 2018, ORM released an open letter to ORM stockholders in response to the letter from the Hovde Group issued on July 2, 2018 urging ORM stockholders to vote for the ORM director nominees.

        On July 6, 2018, ORM received an unsolicited letter from Company A that contained a non-binding proposal to acquire ORM in a stock-for-stock merger for $22.04 per share of ORM

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Common Stock, which was ORM's book value per share of ORM Common Stock at March 31, 2018. Later that day, Mr. Draper discussed the indication of interest with representatives of Company A and informed them that the ORM Board would respond after it had considered the indication of interest in more detail. Later in the day on July 6, 2018, the ORM Board discussed Company A's indication of interest with representatives of Vinson & Elkins. The ORM Board agreed that it was interested in having further discussions with Company A regarding a strategic transaction to acquire ORM, but needed additional information to more fully assess the indication of interest. Mr. Draper, Mr. Schmal and representatives of Vinson & Elkins prepared several questions for Company A to obtain additional information about the indication of interest. On July 11, 2018, Mr. Draper sent Company A several questions about the indication of interest. Company A provided responses to some of these questions on July 12, 2018.

        On July 9, 2018, the Hovde Group issued another open letter to ORM stockholders similar to the July 2, 2018 letter announcing the Hovde Group's continued concern with ORM's business strategy and stock price performance and urging ORM stockholders to vote for the election of Steven Hovde and James Hua to the ORM Board.

        On July 10, 2018, ORM responded by issuing an open letter to ORM stockholders urging ORM stockholders to vote for the ORM director nominees.

        On July 13, 2018, representatives of Company E contacted Mr. Draper to discuss its indication of interest. During this discussion, Company E indicated that it would be interested in a strategic transaction to acquire ORM in a stock-for-stock merger at a price of 90% to 95% of ORM's book value, which was approximately $20.00 to $21.00 per share of ORM Common Stock. Company E indicated that it might be able to increase its price after conducting due diligence on ORM's business.

        On July 16, 2018, the ORM Board discussed Company A's indication of interest, the additional information provided by Company A, and Company E's informal indication of interest. Mr. Draper noted that Company B was not interested in having further discussions with ORM at this time and that he had not heard anything further from Ready Capital, Company C or Company E. Due to the pending annual meeting of ORM stockholders and the addition of at least two new directors to the ORM Board, the ORM Board concluded that it was unable to engage more fully with Company A at this time and that it wanted to obtain the input of the new ORM directors before engaging further. However, the ORM Board decided to permit Company A to conduct more in depth due diligence to move the process forward. In addition, the ORM Board instructed Mr. Draper, Mr. Worley and Vinson & Elkins to work with Company E to enter into a non-disclosure agreement containing customary standstill provisions so that Company E could review certain confidential business information about ORM's loan portfolio to prepare an indication of interest for a strategic transaction or business combination with ORM.

        On July 16, 2018, ORM issued a press release announcing that it expected to add, in short order, two independent directors to the ORM Board, pending the completion of customary diligence. The press release also announced that, at the request of the ORM Board, ORM's largest stockholder had suggested these independent directors for the consideration of the ORM Board.

        ORM convened its 2018 annual meeting of stockholders on July 16, 2018. The annual meeting was adjourned by the chairman of the meeting until July 19, 2018 to give ORM stockholders sufficient time to fully consider the recently announced changes to the ORM Board before casting their votes with respect to the annual meeting.

        On July 19, 2018, ORM reconvened the 2018 annual meeting of stockholders that was adjourned on July 16, 2018. ORM stockholders holding 6,824,799 shares of ORM Common Stock, or approximately 77%, of the 8,888,620 shares of ORM Common Stock outstanding as of the record date and entitled to vote at the annual meeting, attended the annual meeting in person or by proxy. At the

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ORM annual meeting, stockholders voted, by a plurality of votes cast, to elect Mr. Draper and Steven Hovde as Class II directors, each with a term expiring at the 2021 annual meeting of stockholders and until their respective successors are duly elected and qualified.

        On July 20, 2018, ORM entered into a non-disclosure agreement that contained customary standstill provisions with Company E. ORM provided Company E with certain confidential information about ORM's existing portfolio for purposes of submitting an initial offer to acquire or otherwise enter into a strategic transaction or business combination with ORM.

        On August 1, 2018, Ready Capital sent ORM a revised version of the discussion materials previously provided on May 3, 2018, presenting another non-binding proposal to acquire ORM in a stock-for-stock merger for $21.00 per share of ORM Common Stock.

        Effective August 6, 2018, consistent with the ORM Board's reconstitution announced on July 16 2018, the ORM Board increased the number of directors of ORM from six to eight and elected Gilbert E. Nathan as an independent Class I director and Benjamin Smeal as an independent Class III director to fill the vacancies created by such increase.

        On August 8, 2018, ORM announced its second quarter 2018 financial results. ORM reported net income attributable to common stockholders of $0.26 per fully-diluted share of ORM Common Stock for the second quarter of 2018. ORM's book value attributable to common stockholders at June 30, 2018 was $22.10 per share of ORM Common Stock, and its last sale price on the NYSE American was $16.99 per share of ORM Common Stock on August 9, 2018.

        Also on August 8, 2018, representatives of ORM and Vinson & Elkins provided the ORM Board, which then included the two newly elected ORM directors effective as of August 6, 2018, with an update regarding recent discussions and the indications of interest regarding a potential sale transaction or business combination. The ORM Board then discussed the relative strategic merits of a potential transaction and Vinson & Elkins advised the members of the ORM Board of their duties in the context of a sale transaction or business combination. The ORM Board instructed Mr. Draper, Mr. Worley and Vinson & Elkins to work with Ready Capital to enter into a non-disclosure agreement containing customary standstill provisions so that Ready Capital could review certain confidential business information about ORM's loan portfolio in order to prepare an indication of interest for a strategic transaction or business combination with ORM. The ORM Board discussed the appropriate roles of management and members of the ORM Board in negotiating and evaluating a potential transaction and the advisability of forming a special committee of the ORM Board to negotiate a potential transaction and to consider other strategic alternatives. The ORM Board concluded that it would be advisable to form a special committee at a later meeting of the ORM Board.

        On August 13, 2018, ORM received an unsolicited letter from Company E that contained a non-binding proposal to acquire ORM in a stock-for-stock merger at a price of 94% to 99% of ORM's June 30, 2018 book value, which was approximately $21.00 to $22.00 per share of ORM Common Stock.

        On August 14, 2018, the ORM Board held a telephonic meeting with representatives of Vinson & Elkins to discuss establishing a special committee to continue negotiations regarding a potential transaction with Ready Capital, Company A, Company E or other interested parties. The ORM Board discussed the appropriate roles of management and members of the ORM Board in negotiating and evaluating a potential transaction and the advisability of forming a special committee of the ORM Board to negotiate a potential transaction and to consider other strategic alternatives. The ORM Board discussed which directors were disinterested, qualified and available to serve on a special committee. Due to the possibility of conflicts of interest with Mr. Owens and Mr. Draper should they be requested or seek to continue employment with an acquirer of ORM, and because of their relationship with ORM Manager, the independent members of the ORM Board formed a special committee (the "ORM

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Special Committee") comprised of Dennis G. Schmal, Gary C. Wallace and Gilbert E. Nathan, each designated by the ORM Board at the August 14, 2018 meeting, with Dennis G. Schmal appointed as the chairman of the ORM Special Committee. The ORM Board delegated to the ORM Special Committee the power and authority to, among other things, (i) review, evaluate and, if appropriate, negotiate the terms and provisions of any potential transaction, (ii) review and evaluate any potential conflicts arising in connection with any potential transaction for the purpose of determining whether to approve or disapprove of such potential transaction, in light of such potential conflicts, (iii) determine whether any potential transaction is fair to, and in the best interests of, depending on the eventual form, terms, and provisions of such potential transaction, ORM and ORM's stockholders and (iv) make a recommendation to the full ORM Board to approve or disapprove of any potential transaction. The ORM Board instructed the ORM Special Committee to (i) periodically provide updates to the ORM Board or only the independent members of the ORM Board, as appropriate, relating to any potential transaction, and (ii) in the event that any member of the ORM Special Committee thought it in the best interests of ORM, consult with the ORM Board or only the independent members of the ORM Board, as appropriate, regarding the structure, terms or any other aspect of any such potential transaction.

        On August 16, 2018, the ORM Special Committee held a telephonic meeting with representatives of Vinson & Elkins to discuss a status update on a potential transaction, the outstanding indications of interest, and the engagement of a financial advisor and recommendations on potential financial advisors. During this meeting, the ORM Special Committee considered the qualifications of several investment banks to serve as a financial advisor. The ORM Special Committee instructed Vinson & Elkins to arrange meetings with four potential financial advisors, including Barclays.

        On August 17, 2018, ORM entered into a non-disclosure agreement containing customary standstill provisions with Ready Capital. Following the execution of the non-disclosure agreement, ORM provided representatives of Ready Capital with certain confidential information about ORM's existing loan portfolio. On August 18, 2018, Ready Capital commenced preliminary due diligence on ORM and its business.

        On August 21, 2018, the ORM Special Committee held a telephonic meeting with representatives of Vinson & Elkins and each of the four potential financial advisors. At this time, representatives of each potential financial advisor were separately invited to join the meeting and review their qualifications and respective preliminary thoughts with respect to a potential transaction and other strategic alternatives available to ORM. After the representatives of each potential financial advisor left the meeting, the ORM Special Committee discussed the potential financial advisors, their industry knowledge and experience and how a financial advisor could assist the ORM Special Committee in its consideration of a potential transaction and other strategic alternatives available to ORM. The ORM Special Committee scheduled another meeting to further discuss the engagement of a financial advisor after the ORM Special Committee had sufficient time to review and reflect on the financial advisor presentation materials.

        On August 22, 2018, the ORM Special Committee held a telephonic meeting with representatives of Vinson & Elkins to continue the discussion regarding the engagement of a financial advisor. Recognizing that all four potential financial advisors could adequately serve as the financial advisor in the potential transaction, the ORM Special Committee focused on certain distinguishing factors, such as familiarity with the commercial mortgage REIT sector, knowledge of ORM, the presentation of potential companies who might be interested in acquiring ORM, the leaders at each investment banking team, past experience advising other companies in connection with similar transactions, the ability to maximize the value of ORM's real estate assets and other considerations the ORM Special Committee deemed relevant. The ORM Special Committee had additional questions for two of the potential financial advisors, particularly with respect to maximizing the value of ORM's real estate

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assets, and, thus, instructed Vinson & Elkins to schedule follow-up meetings with Barclays and another potential financial advisor to address these questions.

        On August 23, 2018, each of Barclays and the other potential financial advisor held meetings with ORM's management team to assist the potential financial advisors in preparing their supplemental materials for the ORM Special Committee and better understand ORM's real estate assets.

        On August 27, 2018, the ORM Special Committee held a telephonic meeting with representatives of Vinson & Elkins and, separately, each of Barclays and the other potential financial advisor. After each presentation, the ORM Special Committee continued to discuss the financial advisor materials and fee proposals, noting that the supplemental materials answered their outstanding questions. The ORM Special Committee considered the distinctive qualifications of each of Barclays and the other potential financial advisor and evaluated each based on the various criteria discussed above. Based on these criteria, the ORM Special Committee decided to engage Barclays as ORM's financial advisor in connection with ORM's evaluation of a potential transaction and other strategic alternatives, subject to the negotiation of an acceptable engagement letter. Over the course of the following week, representatives of ORM, including Vinson & Elkins, and Barclays negotiated the terms and conditions of an engagement letter with Barclays, which was executed on September 7, 2018.

        On August 30, 2018, the ORM Special Committee held a telephonic meeting, together with representatives of Barclays and Vinson & Elkins, to discuss an overview of the potential transaction and whether ORM should pursue a sale of ORM at that time. During the meeting, representatives of Barclays reviewed Barclays' preliminary financial analysis of the unsolicited indications of interest ORM received from each of Ready Capital, Company A, Company B and Company E. Representatives of Barclays also provided their general views of the commercial mortgage REIT industry and presented other strategic parties that may have an interest in potentially acquiring ORM. The ORM Special Committee engaged in a discussion regarding whether ORM should solicit additional proposals from other potential acquirers and, if so, how a bid process with multiple potential acquirers should be structured in light of ORM having already received unsolicited proposals from four potential acquirers. Representatives of Barclays and Vinson & Elkins discussed the potential bid process, timing, and outreach to other potential acquirers, including the likelihood of various potential acquirers being interested in, and capable of, acquiring ORM or otherwise entering into a strategic transaction or business combination with ORM. During the meeting, the ORM Special Committee decided to contact other potential acquirers to gauge their interest, while continuing to engage in discussions with Ready Capital, Company A, Company B and Company E. Following such discussion, the ORM Special Committee instructed Barclays to contact other potential acquirers to determine whether they would be interested in submitting an offer to enter into a business combination or strategic transaction with ORM. The ORM Special Committee also instructed Vinson & Elkins to negotiate non-disclosure agreements with any such interested parties.

        At the direction of the ORM Special Committee, in early September, representatives of Barclays contacted 17 potential counterparties, including Ready Capital, Company A, Company B, Company D and Company E, to determine each such potential counterparty's general level of interest in a potential strategic transaction with ORM. One additional potential counterparty contacted Barclays and requested to join the process, for a total of 18 potential counterparties in the first-round bid process.

        On September 5, 2018, representatives of Barclays met with ORM management at ORM's offices in Walnut Creek, California to start the due diligence process.

        On September 14, 2018, the ORM Special Committee held a telephonic meeting, together with representatives of Barclays and Vinson & Elkins, to discuss the potential acquirer outreach and ongoing due diligence, among other bid process considerations. At the conclusion of the meeting, the ORM Special Committee instructed representatives of Barclays to send a process letter to each potential acquirer requesting that each provide preliminary proposals by a certain date. Immediately following

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the ORM Special Committee meeting on September 14, 2018, representatives of Barclays sent an initial process letter to each of the 18 potential acquirers requesting their first-round bids by September 28, 2018. The process letter also asked each potential acquirer to provide a detailed list of additional information they would need to complete due diligence on ORM in order to submit a proposal.

        By September 25, 2018, ORM had entered into non-disclosure agreements that contained customary standstill provisions with 10 of the 18 potential acquirers (including Company A, Company B, Ready Capital and Company E, each of which had executed a non-disclosure agreement with ORM prior to Barclays' engagement). Subsequent to the execution of their respective non-disclosure agreements, each potential acquirer with an executed non-disclosure agreement received access to ORM's virtual data room for the purpose of conducting due diligence on ORM.

        From September 25, 2018 through October 2, 2018, representatives of eight of the 10 potential acquirers and ORM held in-person due diligence sessions, with representatives of Barclays and Vinson & Elkins in attendance either in person or by telephone, to discuss, among other items, asset specific questions on ORM's loan and real estate portfolios.

        On September 27, 2018, the ORM Special Committee held a telephonic meeting, together with representatives of Barclays and Vinson & Elkins, to discuss the status of the targeted bid process and the draft of the stock-for-stock merger agreement prepared by Vinson & Elkins, which had been reviewed by ORM management, to be distributed to each of the potential acquirers for comment. Members of the ORM Special Committee and representatives of Vinson & Elkins and Barclays also discussed their initial assessments of the potential acquirers and anticipated structure and strategy for the potential transaction.

        On or about September 28, 2018, representatives of Barclays received first-round bids from six potential acquirers, including revised indications of interest from each of the following to acquire ORM in a stock-for-stock merger: Ready Capital (for $22.75 per share of ORM Common Stock), Company A (for $21.17 per share of ORM Common Stock), Company B (for $18.00 per share of ORM Common Stock) and Company E (for $21.53 per share of ORM Common Stock).

        On October 2, 2018, the ORM Special Committee held a telephonic meeting with representatives of Barclays and Vinson & Elkins to discuss the indications of interest received from the six potential acquirers. Representatives of Barclays reviewed Barclays' preliminary financial analyses of each indication of interest with the ORM Special Committee. After lengthy discussion and consideration of advantages and disadvantages of each bid, at the conclusion of the meeting, the ORM Special Committee instructed representatives of Barclays to request that Ready Capital, Company A and Company E submit revised bids with further clarifying details, along with a mark-up of the draft merger agreement in a second-round bid process. Following such discussions, the ORM Special Committee decided to discuss the foregoing matters with the full ORM Board.

        Following the ORM Special Committee meeting on October 2, 2018, the form of draft merger agreement prepared by Vinson & Elkins, contemplating a single-step merger structure, was uploaded to ORM's virtual data room.

        On October 3, 2018, the ORM Board held a telephonic meeting, together with representatives of Barclays and Vinson & Elkins, to discuss the status of the targeted bid process. At this time, the ORM Board confirmed that it understood the targeted bid process and agreed with the ORM Special Committee's actions to date.

        Also on October 3, 2018, at the direction of the ORM Special Committee, Barclays sent a second-round bid process letter to each of Ready Capital, Company A and Company E, and requested that each of those three potential acquirers participate in a second-round bid process by submitting revised proposals by October 22, 2018, along with a mark-up of the draft merger agreement by October 15, 2018. The second-round bid process letter also asked each potential acquirer to complete due diligence

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on ORM prior to submitting revised proposals. Representatives of Barclays informed each potential acquirer that ORM would need to conduct due diligence on each potential acquirer because each proposal contemplated a stock-for-stock merger.

        On October 4, 2018, representatives of Ready Capital held an in-person due diligence session with representatives of Barclays and Vinson & Elkins in attendance either in person or by telephone to discuss Ready Capital's business and other matters with respect to ORM's due diligence of Ready Capital. Representatives of KBW were also in attendance.

        Another potential acquirer, which did not participate in the first-round bid process, requested to join the process after the first-round deadline. This potential counterparty signed a non-disclosure agreement with ORM on September 29, 2018 and submitted an initial indication of interest on October 5, 2018, for a total of 11 executed non-disclosure agreements and 19 potential acquirers. Ultimately, the ORM Special Committee concluded that this late proposal was not as favorable as the proposals from Ready Capital, Company A and Company E and decided to forgo further discussions with this counterparty.

        On October 8, 2018, Barclays provided Ready Capital a comprehensive due diligence request list and requested that Ready Capital populate a virtual data room with relevant information.

        On October 10, 2018, ORM and its representatives received access to Ready Capital's virtual data room for purposes of conducting due diligence on Ready Capital. From October 10, 2018 until November 7, 2018, ORM and its representatives engaged in corporate, tax and legal due diligence on Ready Capital.

        On October 11, 2018, representatives of each of Company A and ORM held an in-person diligence session, with representatives of Barclays and Vinson & Elkins in attendance either in person or by telephone.

        On October 15, 2018, representatives of each of Company E and ORM held an in-person diligence session, with representatives of Barclays and Vinson & Elkins in attendance either in person or by telephone.

        Also on October 15, 2018, ORM received a mark-up of the draft merger agreement from each of Ready Capital and Company E and general comments to the draft merger agreement from Company A.

        On October 18, 2018, the ORM Special Committee held a telephonic meeting during which members of the ORM Special Committee and representatives of Barclays and Vinson & Elkins discussed the proposals from the remaining three potential acquirers and their comments to the draft merger agreement. Vinson & Elkins summarized the material changes proposed by each potential acquirer in its initial mark-up of, or general comments to, the draft merger agreement. The ORM Special Committee directed Vinson & Elkins and Barclays to schedule telephonic meetings with representatives of each of the three potential acquirers and their legal counsel to discuss their proposed mark-ups of the draft merger agreement and suggest improvements in regards to the respective positions taken by the potential acquirers with respect to certain legal and business points (the "Legal and Business Points") that would make each potential acquirer's mark-up more acceptable.

        On the afternoon of October 18, 2018 and the morning of October 19, 2018, at the direction of the ORM Special Committee, representatives of Vinson & Elkins held telephonic meetings with representatives of each of the three potential acquirers and their legal counsel to discuss their proposed mark-ups of or comments to the draft merger agreement. The purpose of each meeting was to remind each potential acquirer of the competitiveness of the bid process and to suggest improvements in regards to the respective positions taken by the potential acquirers with respect to the Legal and Business Points that would improve the attractiveness of the potential acquirer's revisions to the merger

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agreement. Vinson & Elkins also reminded each of the potential acquirers that the ORM Special Committee would be evaluating the mark-ups and comments to determine whether such potential acquirer would be invited to continue to participate in the bid process. Following such meetings, each of the three potential acquirers provided Vinson & Elkins with written responses to some or all of the Legal and Business Points. In particular, Ready Capital, upon consultation with its legal counsel, Clifford Chance, agreed to make certain changes to its proposed mark-up of the draft merger agreement, including (i) eliminating a closing condition requiring ORM's book value per share of ORM Common Stock to be at a certain level, (ii) increasing the amount of break-up fees payable by Ready Capital, (iii) reducing the amount of the expenses to be received by Ready Capital as a result of the Merger Agreement being terminated if ORM's stockholders do not approve the Merger, and (iv) revising certain covenants to be more favorable to ORM, among other concessions favorable to ORM.

        On October 19, 2018, Barclays provided each of Company A and Company E a comprehensive due diligence request list and requested that such potential acquirers populate a virtual data room with relevant information about such counterparty. Each remaining potential acquirer engaged in due diligence of ORM, and ORM and its representatives engaged in due diligence on each potential acquirer.

        On or about October 22, 2018, representatives of Barclays received revised proposals from each of Ready Capital, Company A and Company E. Both Ready Capital and Company E requested exclusivity with respect to further negotiations with ORM as part of their revised proposals. Also on October 22, 2018, ORM management participated in a follow-up due diligence call with representatives of Company A to discuss ORM's loan portfolio, with representatives of Barclays and Vinson & Elkins in attendance by telephone.

        On October 24, 2018, the ORM Special Committee held a telephonic meeting with representatives of Barclays and Vinson & Elkins to discuss the revised proposals from each of Ready Capital, Company A and Company E and each potential acquirer's response to the Legal and Business Points. Representatives of Barclays summarized the revised bids, which reflected the following implied purchase price per share of ORM Common Stock: (i) Ready Capital proposed $22.04 per share of ORM Common Stock; (ii) Company E proposed $21.81 per share of ORM Common Stock; and (iii) Company A proposed $21.37 per share of ORM Common Stock. Representatives of Vinson & Elkins provided an overview of each potential acquirer's response to the Legal and Business Points, noting that Ready Capital and Company E made significant concessions to their initial mark-up of the draft merger agreement and that Ready Capital had submitted the most attractive revisions to the Merger Agreement. Representatives of Vinson & Elkins noted that Company A had provided general comments to the draft merger agreement, but did not submit a detailed mark-up. During the meeting, the ORM Special Committee discussed ORM's due diligence on each of the potential acquirers and the advantages and disadvantages of each bid. The ORM Special Committee also discussed the next round (the "third-round") of the bid process. Following such discussions, the ORM Special Committee directed representatives of Barclays and Vinson & Elkins to contact Ready Capital, Company A and Company E to (i) clarify a few outstanding Legal and Business Points from the draft merger agreement with each potential acquirer and (ii) ask each potential acquirer to present a third-round bid.

        On or about October 25, 2018, representatives of Barclays and Vinson & Elkins received revised proposals from Ready Capital and Company E, along with concessions to the Legal and Business Points in the draft merger agreement.

        On October 26, 2018, the ORM Special Committee held a telephonic meeting with representatives of Barclays and Vinson & Elkins to discuss the third-round bids. Representatives of Barclays reported that (i) Ready Capital both increased its bid and addressed several Legal and Business Points from the draft merger agreement, including removing Ready Capital's right to terminate the Merger Agreement

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if Ready Capital receives a superior proposal, (ii) Company E did not change the economic terms of its bid, but did address several of the Legal and Business Points from the draft merger agreement, and (iii) Company A did not submit a draft merger agreement mark-up or a revised bid. Following a discussion of each bid and the draft merger agreements, and concluding that Ready Capital's bid was the most attractive to the Company's stockholders, the ORM Special Committee then discussed whether ORM should engage exclusively with Ready Capital and on what terms ORM would be willing to do so. Following such discussion, members of the ORM Special Committee determined, after considering a multitude of factors, including the value of the consideration offered, the pricing mechanics of the proposed merger consideration and the mark-ups of the draft merger agreement, among other factors, to continue to engage in negotiations on an exclusive basis with Ready Capital, but first instructed the representatives of Barclays to ask Ready Capital for (i) the election of two ORM directors to the Ready Capital Board upon the closing of the transaction, rather than one as proposed by Ready Capital, and (ii) Ready Capital's best and final economic terms. The ORM Special Committee further instructed representatives of Barclays to convey ORM's proposal to Ready Capital. Following the meeting, representatives of Barclays relayed the foregoing proposal to members of Ready Capital management.

        Immediately following the October 26, 2018 ORM Special Committee meeting, representatives of Barclays spoke with representatives of Ready Capital. Ready Capital would not agree to the election of an additional ORM director to the Ready Capital Board upon the closing of the transaction, but agreed to increase the exchange ratio further to 1.441, increasing Ready Capital's implied purchase price per share of ORM Common Stock to $22.49, the highest implied purchase price per share of the three potential acquirers.

        Later in the afternoon on October 26, 2018, the ORM Board held a telephonic meeting with representatives of Barclays and Vinson & Elkins to discuss each of the remaining proposed bids. During the meeting, representatives of Barclays reviewed Barclays' preliminary financial analyses of each bid and Vinson & Elkins presented an overview of each potential acquirer's mark-up to the draft merger agreement and their responses to the Legal and Business Points. Representatives of Barclays provided an update on their discussions with Ready Capital, noting that Ready Capital would not agree to the election of more than one ORM director to the Ready Capital Board upon the closing of the transaction, but did increase the implied purchase price per share of ORM Common Stock, making Ready Capital's bid the highest implied purchase price per share of the remaining bids. Following a discussion by members of the ORM Board and representatives of Barclays and Vinson & Elkins regarding the merits of each bid, the ORM Special Committee updated the ORM Board regarding its decision to continue negotiations with Ready Capital on an exclusive basis and the reasons for doing so. After discussion, the ORM Board supported the ORM Special Committee's decisions to date without objection.

        Later in the day on October 26, 2018, Mr. Owens, on behalf of ORM Manager, sent a letter to the ORM Board expressing concerns that Ready Capital had made no provision in its bid to acquire ORM Manager or offer employment to ORM Manager's employees despite Ready Capital's general statements that it wanted to continue ORM's lending business. The letter expressed Mr. Owens' questions about Ready Capital's perceived level of experience with loans similar to those made by ORM and noted that ORM Manager hoped to come to terms with Ready Capital to continue ORM Manager's relationship with the Combined Company. The letter also included a recommendation from ORM Manager that Mr. Owens should be elected to serve on the Ready Capital Board as ORM's designee.

        In the evening on October 26, 2018, at the direction of the ORM Special Committee, Barclays sent a draft exclusivity agreement to KBW and representatives of Ready Capital proposing that Ready Capital and ORM engage on an exclusive basis.

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        On October 29, 2018, representatives of Vinson & Elkins delivered a revised draft of the merger agreement to Clifford Chance and other representatives of Ready Capital.

        Also on October 29, 2018, the ORM Special Committee discussed Mr. Owens' October 26, 2018 letter to the ORM Board. The ORM Special Committee noted several factual inaccuracies contained in the letter and asked Vinson & Elkins to assist the ORM Board with preparing a response letter to ORM Manager correcting these incorrect statements and to remind ORM Manager's officers and employees of (i) their duties to ORM as directors and executive officers of ORM and (ii) ORM Manager of its contractual duties under the ORM Management Agreement. The ORM Special Committee also discussed ORM Manager's recommendation that ORM should designate Mr. Owens to serve on the Ready Capital Board and developed a recommended process for the ORM Board to use to select the director to serve on the Ready Capital Board. The ORM Special Committee instructed Vinson & Elkins to discuss individually with each ORM Board member (i) his or her interest in serving on the Ready Capital Board and (ii) the three directors that he or she would recommend to serve on the Ready Capital Board in the order of recommendation.

        On October 30, 2018, representatives of Ready Capital sent a revised draft of the exclusivity agreement to Vinson & Elkins and Barclays. ORM and Ready Capital subsequently executed an exclusivity agreement, dated as of October 31, 2018, providing for exclusivity regarding a potential strategic transaction between ORM and Ready Capital until 5:00 p.m. Eastern time on November 9, 2018.

        On October 31, 2018 and November 1, 2018, representatives of ORM met with representatives of Ready Capital at ORM's offices in Walnut Creek, California, with representatives of Barclays in attendance in person, primarily to conduct due diligence.

        On October 31, 2018, the ORM Special Committee sent a letter to ORM Manager in response to its letter to the ORM Board. The ORM Special Committee noted that its foremost goal was to achieve the best possible transaction for ORM's stockholders and reminded ORM Manager that the entire ORM Board had agreed with the ORM Special Committee's recommendation that Ready Capital had submitted the most attractive bid from a financial point of view to ORM's stockholders. The ORM Special Committee also noted that it was confident that Ready Capital could manage ORM's loan portfolio and real estate assets and transition ORM's capital to Ready Capital's other profitable lines of business if ORM Manager and Ready Capital were not able to reach agreeable terms on a continued relationship between ORM Manager and the Combined Company.

        On November 1, 2018, in a special telephonic meeting of the Ready Capital Board, Mr. Herbst and Thomas Buttacavoli, Chief Investment Officer of Ready Capital, presented a detailed overview of Ready Capital's proposal, including a description and terms of the transaction, an overview of advantages to Ready Capital and ORM stockholders and a summary of the status of negotiations and open issues. Throughout the transaction process, the Ready Capital Board was updated periodically and upon significant developments regarding the proposed combination by Mr. Herbst as well as other members of Ready Capital management. Messrs. Herbst and Buttacavoli reported to the Ready Capital Board that the primary purpose of the proposed Merger is a non-dilutive capital raise. Messrs. Herbst and Buttacavoli noted to the Ready Capital Board that additional negotiation will be required to ensure the assets are properly managed during the interim period between signing of the Merger Agreement and Closing. After a thorough discussion, including answering numerous questions raised by the Ready Capital Board, the Ready Capital Board decided to continue negotiating the proposed transaction with ORM and its legal and financial advisors.

        On November 2, 2018, the ORM Special Committee held a telephonic meeting with representatives of Barclays and Vinson & Elkins to discuss, among other items, developments in the potential transaction.

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        Vinson & Elkins and Clifford Chance exchanged drafts of the merger agreement and ancillary documents related thereto from November 2, 2018 through November 7, 2018.

        On November 6, 2018, the Ready Capital Board met in person, with the members of Ready Capital management and representatives of Clifford Chance and KBW in attendance, to discuss and review the draft merger agreement and report on the resolution of certain open issues in the draft merger agreement. A representative of KBW reviewed with the Ready Capital Board the financial aspects of the proposed Merger on a preliminary basis. Representatives of Clifford Chance reviewed the terms of the draft merger agreement, discussed the key terms and conditions and discussed a possible timetable for the transaction.

        On November 6, 2018, the ORM Special Committee met in person and telephonically, together with members of ORM management and representatives of Barclays and Vinson & Elkins, to discuss the financial projections prepared by ORM management and the open items in the draft merger agreement. Members of ORM management provided an overview of these projections to the ORM Special Committee and the assumptions and approach undertaken with respect to such projections. Following questions from members of the ORM Special Committee and a discussion regarding the projections, the ORM Special Committee determined that, based on the assumptions set forth therein, the ORM management projections were reasonable. The ORM Special Committee discussed further the open items in the draft merger agreement, including the interim operating covenants and the selection of the director nominee from the ORM Board to be elected to the Ready Capital Board, among other open items.

        Later in the day on November 6, 2018, the ORM Board met in person and telephonically, together with members of ORM management and representatives of Barclays and Vinson & Elkins to discuss and review the draft merger agreement and to consider the proposed transaction. Barclays provided an update regarding the open business issues. Following such update, representatives of Venable LLP, Maryland counsel to ORM, reviewed with the ORM Board the duties of the ORM directors under Maryland law. Representatives of Vinson & Elkins then reviewed the terms of the draft merger agreement and noted the outstanding legal issues. Also at this meeting, representatives of Barclays reviewed with the ORM Board Barclays' preliminary financial analysis of the proposed transaction with Ready Capital.

        Throughout the day on November 7, 2018, Vinson & Elkins and Clifford Chance exchanged drafts of the merger agreement and ancillary documents related thereto. Also on November 7, 2018, representatives of Clifford Chance and Vinson & Elkins held a call to discuss the open items in the draft of the merger agreement.

        In the afternoon on November 7, 2018, the ORM Special Committee met telephonically, and representatives of Barclays and Vinson & Elkins briefed the ORM Special Committee regarding the remaining open issues in the draft merger agreement. Following further discussion, the ORM Special Committee instructed Vinson & Elkins and Barclays to finalize the merger agreement with Ready Capital and its representatives.

        In the late afternoon of November 7, 2018, the ORM Board met telephonically to approve the Merger Agreement. The ORM Special Committee unanimously recommended that the ORM Board approve the Merger Agreement and declare that the transactions contemplated thereby, including the Merger and the termination of the ORM Management Agreement, are advisable. Following a discussion of the resolution of the final open issues in the draft merger agreement, all members of the ORM Board, other than Mr. Owens (who abstained), unanimously agreed to the terms of the Merger Agreement. Mr. Owens noted that he agreed that this was an attractive transaction for ORM's stockholders from a financial point of view, but that he would abstain due to conflicts of interest regarding his and ORM Manager's ongoing role with the Combined Company, if any. Also at this meeting, Barclays rendered its oral fairness opinion, subsequently confirmed by delivery of a written

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opinion, dated November 7, 2018, that, based upon and subject to the qualifications, limitations and assumptions set forth therein, as of such date, the Exchange Ratio to be offered to the stockholders of ORM in the proposed Merger is fair, from a financial point of view, to such stockholders. Following the delivery of the oral opinion by Barclays, the ORM Board (i) determined that the Merger Agreement and the transactions contemplated thereby (collectively, the "ORM Transactions"), including the Merger and termination of the ORM Management Agreement, were in the best interests of ORM and its stockholders, (ii) approved the Merger Agreement and declared the ORM Transactions, including the Merger and termination of the ORM Management Agreement, advisable, (iii) authorized ORM to enter into the Merger Agreement, (iv) directed that the ORM Transactions be submitted to the holders of ORM Common Stock for consideration at the ORM special meeting, and (v) recommended that the holders of ORM Common Stock approve the ORM Transactions.

        In the afternoon of November 7, 2018, the Ready Capital Board met in person and telephonically to approve the Merger Agreement with representatives of Ready Capital management, Clifford Chance and KBW in attendance. At the meeting, Ready Capital management provided the Ready Capital Board with an update on the resolution of open issues on the Merger Agreement. Following this discussion, representatives of Clifford Chance reviewed with the Ready Capital Board the duties of directors in connection with transactions of this type. Representatives of Clifford Chance then summarized the final terms of the Merger Agreement, including the resolution of open issues. Also at this meeting, KBW reviewed with the Ready Capital Board the financial aspects of the proposed Merger and rendered to the Ready Capital Board an opinion, initially rendered verbally and confirmed by delivery of a written opinion, dated November 7, 2018, to the effect that, as of that date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in such opinion, the Exchange Ratio in the proposed Merger was fair, from a financial point of view, to Ready Capital. After further discussions, and after taking into consideration all of the information presented and discussed in the several prior communications and meetings among Ready Capital's management, the Ready Capital Board and its members that occurred over the course of the negotiations between Ready Capital and ORM, the Ready Capital Board unanimously (i) determined that the Merger Agreement and the transactions contemplated therein, including the Merger and the Ready Capital Common Stock Issuance, were in the best interests of Ready Capital and its stockholders, (ii) approved the Merger Agreement and the transactions contemplated therein, including the Merger and the Ready Capital Common Stock Issuance; (iii) directed that Ready Capital Common Stock Issuance be submitted to the holders of Ready Capital Common Stock for consideration at the Ready Capital special meeting, and (iv) resolved to recommend, in accordance with and subject to the provisions of the Merger Agreement, that the holders of Ready Capital Common Stock approve the Ready Capital Common Stock Issuance.

        On the evening of November 7, 2018, the parties executed the Merger Agreement, which was dated effective as of November 7, 2018. Following the execution of the Merger Agreement, Ready Capital and ORM issued a joint press release announcing the execution of the Merger Agreement.

Recommendation of the Ready Capital Board and Its Reasons for the Merger

        By vote at a meeting held on November 7, 2018, after careful consideration, the Ready Capital Board unanimously (i) determined that the Merger Agreement and the transactions contemplated therein, including the Merger and the Ready Capital Common Stock Issuance, are in the best interests of Ready Capital and its stockholders, (ii) approved the Merger Agreement and the transactions contemplated therein, including the Merger and the Ready Capital Common Stock Issuance, (iii) directed that the Ready Capital Common Stock Issuance Proposal be submitted to the holders of Ready Capital Common Stock for consideration at the Ready Capital special meeting and (iv) resolved to recommend, in accordance with and subject to the provisions of the Merger Agreement, that the holders of Ready Capital Common Stock approve the Ready Capital Common Stock Issuance Proposal.

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The Ready Capital Board unanimously recommends that Ready Capital stockholders vote "FOR" the Ready Capital Common Stock Issuance Proposal and "FOR" the Ready Capital Adjournment Proposal.

        In reaching its determination, the Ready Capital Board evaluated the Merger Agreement and the transactions contemplated therein in consultation with Ready Capital's external manager, senior management and outside legal and financial advisors and carefully considered numerous factors that the Ready Capital Board viewed as supporting its decision, including, but not limited to, the following material factors:

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        The Ready Capital Board also considered a variety of risks and other potentially negative factors in considering the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, including, but not limited to, the following material factors:

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        The foregoing discussion of the factors considered by the Ready Capital Board is not intended to be exhaustive and is not provided in any specific order or ranking, but rather includes material factors considered by the Ready Capital Board. In view of the wide variety of factors considered in connection with its evaluation of the Merger Agreement, the Merger and the transactions contemplated by the Merger Agreement, and the complexity of these matters, the Ready Capital Board did not consider it practicable to, and did not attempt to, quantify, rank or otherwise assign any relative or specific weights or values to the factors considered, and individual directors may have held varied views of the relative importance of the factors considered and given different weights or values to different factors. The Ready Capital Board viewed its position and recommendation as being based on an overall review of the totality of the information available to it and determined that, in the aggregate, the potential benefits considered outweighed the potential risks or possible negative consequences of approving the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement.

        The explanation and reasoning of the Ready Capital Board and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed in the section entitled "Cautionary Statement Regarding Forward-Looking Statements" beginning on page 61.

        For the reasons set forth above, the Ready Capital Board has unanimously (i) determined that the Merger Agreement and the transactions contemplated therein, including the Merger and the Ready Capital Common Stock Issuance, are in the best interests of Ready Capital and its stockholders, (ii) approved the Merger Agreement and the transactions contemplated therein, including the Merger and the Ready Capital Common Stock Issuance, (iii) directed that the Ready Capital Common Stock Issuance Proposal be submitted to the holders of Ready Capital Common Stock for consideration at the Ready Capital special meeting and (iv) resolved to recommend, in accordance with and subject to the provisions of the Merger Agreement, that the holders of Ready Capital Common Stock approve the Ready Capital Common Stock Issuance Proposal. The Ready Capital Board unanimously recommends that the Ready Capital stockholders vote "FOR" the Ready Capital Common Stock Issuance Proposal and "FOR" the Ready Capital Adjournment Proposal.

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Recommendation of the ORM Board and Its Reasons for the Merger

        In evaluating the Merger Agreement, the Merger, the termination of the ORM Management Agreement, and the other transactions contemplated by the Merger Agreement, the ORM Board and the ORM Special Committee consulted with the ORM Special Committee's financial and legal advisors: Barclays, as financial advisor to the ORM Special Committee, and Vinson & Elkins, as legal counsel to ORM. In reaching its determination that the transactions contemplated by the Merger Agreement are advisable and in the best interests of ORM and its stockholders, the ORM Board and the ORM Special Committee considered a number of factors, including, but not limited to, the following material factors, which the ORM Board and the ORM Special Committee viewed as supporting its determination with respect to the Merger Agreement, the Merger, the termination of the ORM Management Agreement and the other transactions contemplated by the Merger Agreement:

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        The ORM Board and the ORM Special Committee also considered a variety of risks and other potentially negative factors in considering the Merger Agreement, the Merger, and the other

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transactions contemplated by the Merger Agreement, including, but not limited to, the following material factors:

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        The foregoing discussion of the factors considered by the ORM Board and the ORM Special Committee is not intended to be exhaustive and is not provided in any specific order or ranking, but rather includes material factors considered by the ORM Board and the ORM Special Committee. In view of the wide variety of factors considered in connection with their respective evaluation of the Merger Agreement, the Merger, the termination of the ORM Management Agreement and the other transactions contemplated by the Merger Agreement, and the complexity of these matters, the ORM Board and the ORM Special Committee did not consider it practical to, and did not attempt to, quantify, rank or otherwise assign any relative or specific weights or values to the different factors considered and individuals may have given different weights to different factors. The ORM Board and the ORM Special Committee conducted an overall review of the factors considered and determined that, in the aggregate, the potential benefits considered outweighed the potential risks or possible negative consequences of approving the Merger Agreement, the Merger, the termination of the ORM Management Agreement and the other transactions contemplated by the Merger Agreement.

        The explanation and reasoning of the ORM Board and the ORM Special Committee and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed in the section entitled "Cautionary Statement Regarding Forward-Looking Statements" beginning on page 61.

        After careful consideration, for the reasons set forth above, the ORM Board has approved the Merger Agreement, the Merger, the termination of the ORM Management Agreement and the other transactions contemplated thereby and has declared that the transactions contemplated by the Merger Agreement, including the Merger and the termination of the ORM Management Agreement, are advisable and in the best interests of ORM and its stockholders and recommends to the ORM stockholders that they vote "FOR" the ORM Merger Proposal, "FOR" the ORM Management Agreement Termination Proposal and "FOR" the ORM Adjournment Proposal.

Opinion of Ready Capital's Financial Advisor

        Ready Capital engaged KBW to render financial advisory and investment banking services to Ready Capital, including an opinion to the Ready Capital Board as to the fairness, from a financial point of view, to Ready Capital of the Exchange Ratio in the proposed Merger. Ready Capital selected KBW because KBW is a nationally recognized investment banking firm with substantial experience in transactions similar to the Merger. As part of its investment banking business, KBW is regularly engaged in the valuation of specialty finance businesses and their securities in connection with mergers and acquisitions.

        As part of its engagement, representatives of KBW attended the meeting of the Ready Capital Board held on November 7, 2018 at which the Ready Capital Board evaluated the proposed Merger. At this meeting, KBW reviewed the financial aspects of the proposed Merger and rendered an opinion to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in such opinion, the Exchange Ratio in the proposed Merger was fair, from a financial point of view, to Ready Capital. The Ready Capital Board approved the Merger Agreement at this meeting.

        The description of the opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached as Annex B to this document and is incorporated herein by reference, and describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion.

        KBW's opinion speaks only as of the date of the opinion. The opinion was for the information of, and was directed to, the Ready Capital Board (in its capacity as such) in connection with its consideration of the financial terms of the Merger. The opinion addressed only the fairness, from a

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financial point of view, of the Exchange Ratio in the Merger to Ready Capital. It did not address the underlying business decision of Ready Capital to engage in the Merger or enter into the Merger Agreement or constitute a recommendation to the Ready Capital Board in connection with the Merger, and it does not constitute a recommendation to any holder of Ready Capital Common Stock or any stockholder of any other entity as to how to vote in connection with the Merger or any other matter, nor does it constitute a recommendation as to whether or not any such stockholder should enter into a voting, stockholders', affiliates' or other agreement with respect to the Merger or exercise any dissenters' or appraisal rights that may be available to such stockholder.

        KBW's opinion was reviewed and approved by KBW's Fairness Opinion Committee in conformity with its policies and procedures established under the requirements of Rule 5150 of the Financial Industry Regulatory Authority.

        In connection with the opinion, KBW reviewed, analyzed and relied upon material bearing upon the financial and operating condition of Ready Capital and ORM and bearing upon the Merger, including, among other things:

        KBW's consideration of financial information and other factors that it deemed appropriate under the circumstances or relevant to its analyses included, among others, the following:

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        KBW also performed such other studies and analyses as it considered appropriate and took into account its assessment of general economic, market and financial conditions and its experience in other transactions, as well as its experience in securities valuation and knowledge of the specialty finance industry generally. KBW also participated in discussions that were held by the managements of Ready Capital and ORM regarding the past and current business operations, financial condition and future prospects of their respective companies and such other matters as KBW deemed relevant to its inquiry.

        In conducting its review and arriving at its opinion, KBW relied upon and assumed the accuracy and completeness of all of the financial and other information that was provided to it or that was publicly available and did not independently verify the accuracy or completeness of any such information or assume any responsibility or liability for such verification, accuracy or completeness. KBW relied upon the management of ORM, with the consent of Ready Capital, as to the reasonableness and achievability of the financial and operating forecasts and projections of ORM referred to above (and the assumptions and bases therefor), and KBW assumed that such forecasts and projections were reasonably prepared and represented the best currently available estimates and judgments of ORM management and that such forecasts and projections would be realized in the amounts and in the time periods estimated by such management. In addition, KBW relied upon the management of Ready Capital as to the reasonableness and achievability of the assumed ORM long-term growth rates, the estimated net asset value data of ORM, the publicly available consensus "street estimates" of Ready Capital and the assumed Ready Capital long-term growth rates, as well as the estimates regarding certain pro forma financial effects of the Merger on Ready Capital (including, without limitation, the cost savings and related expenses expected to result or be derived from the Merger), all as referred to above (and the assumptions and bases for all such information), and KBW assumed that all such information was reasonably prepared and represented, or in the case of the publicly available consensus "street estimates" of Ready Capital referred to above that such estimates were consistent with, the best currently available estimates and judgments of Ready Capital management and that the forecasts, projections and estimates reflected in such information would be realized in the amounts and in the time periods estimated.

        It is understood that the portion of the foregoing financial information of Ready Capital and ORM that was provided to KBW was not prepared with the expectation of public disclosure and that

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all of the foregoing financial information (including the publicly available consensus "street estimates" of Ready Capital referred to above) was based on numerous variables and assumptions that are inherently uncertain (including, without limitation, factors related to general economic and competitive conditions) and, accordingly, actual results could vary significantly from those set forth in such information. KBW assumed, based on discussions with the respective managements of Ready Capital and ORM and with the consent of the Ready Capital Board, that all such information provided a reasonable basis upon which KBW could form its opinion and KBW expressed no view as to any such information or the assumptions or bases therefor. KBW relied on all such information without independent verification or analysis and did not in any respect assume any responsibility or liability for the accuracy or completeness thereof.

        KBW also assumed that there were no material changes in the assets, liabilities, financial condition, results of operations, business or prospects of either Ready Capital or ORM since the date of the last financial statements of each such entity that were made available to KBW and that KBW was directed to use. KBW assumed, without independent verification and with Ready Capital's consent, that Ready Capital and ORM have operated in conformity with the requirements for qualification as a REIT for federal income tax purposes since their respective formation as a REIT, and also assumed, without independent verification and with Ready Capital's consent, that the Merger and related transactions would not adversely affect the REIT status of Ready Capital. KBW is not an expert in the independent verification of the adequacy of allowances for loan losses and KBW assumed, without independent verification and with Ready Capital's consent, that the aggregate allowances for loan losses for each of Ready Capital and ORM are adequate to cover such losses. In rendering its opinion, KBW did not make or obtain any evaluations or appraisals or physical inspection of the property, assets or liabilities (contingent or otherwise) of Ready Capital or ORM, the collateral securing any of such assets or liabilities, or the collectability of any such assets, nor did KBW examine any individual loan or credit files, nor did it evaluate the solvency, financial capability or fair value of Ready Capital or ORM under any state or federal laws, including those relating to bankruptcy, insolvency or other matters. Estimates of values of companies and assets do not purport to be appraisals or necessarily reflect the prices at which companies or assets may actually be sold. Because such estimates are inherently subject to uncertainty, KBW assumed no responsibility or liability for their accuracy.

        KBW assumed, in all respects material to its analyses:

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        KBW assumed that the Merger would be consummated in a manner that complied with the applicable provisions of the Exchange Act and all other applicable federal and state statutes, rules and regulations. KBW was further advised by representatives of Ready Capital that Ready Capital relied upon advice from its advisors (other than KBW) or other appropriate sources as to all legal, financial reporting, tax, accounting and regulatory matters with respect to Ready Capital, Merger Sub, ORM, the Merger and any related transaction, and the Merger Agreement. KBW did not provide advice with respect to any such matters. KBW assumed, at the direction of Ready Capital and without independent verification, that neither the Ready Capital Book Value Per Share nor the ORM Book Value Per Share would decrease by greater than three percent between the Baseline Date and the Measurement Date (each capitalized term as defined in the Merger Agreement).

        KBW's opinion addressed only the fairness, from a financial point of view, as of the date of such opinion, of the Exchange Ratio in the Merger to Ready Capital. KBW expressed no view or opinion as to any other terms or aspects of the Merger or any term or aspect of any related transaction, including without limitation, the form or structure of the Merger or any such related transaction, any aspect of the dividends required to be paid by Ready Capital and ORM prior to the effective time of the Merger, any consequences of the Merger to Ready Capital, its stockholders, creditors or otherwise, or any terms, aspects, merits or implications of any employment, retention, consulting, voting, support, cooperation, stockholder or other agreements, arrangements or understandings contemplated or entered into in connection with the Merger, any such related transaction, or otherwise. KBW's opinion was necessarily based upon conditions as they existed and could be evaluated on the date of such opinion and the information made available to KBW through such date. Developments subsequent to the date of KBW's opinion may have affected, and may affect, the conclusion reached in KBW's opinion, and KBW did not and does not have an obligation to update, revise or reaffirm its opinion. KBW's opinion did not address, and KBW expressed no view or opinion with respect to:

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        In performing its analyses, KBW made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, which are beyond the control of KBW, Ready Capital and ORM. Any estimates contained in the analyses performed by KBW are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by these analyses. Additionally, estimates of the value of businesses or securities do not purport to be appraisals or to reflect the prices at which such businesses or securities might actually be sold. Accordingly, these analyses and estimates are inherently subject to substantial uncertainty. In addition, the KBW opinion was among several factors taken into consideration by the Ready Capital Board in making its determination to approve the Merger Agreement and the Merger. Consequently, the analyses described below should not be viewed as determinative of the decision of the Ready Capital Board with respect to the fairness of the Exchange Ratio. The type and amount of consideration payable in the Merger were determined through negotiation between Ready Capital and ORM and the decision of Ready Capital to enter into the Merger Agreement was solely that of the Ready Capital Board.

        The following is a summary of the material financial analyses presented by KBW to the Ready Capital Board in connection with its opinion. The summary is not a complete description of the financial analyses underlying the opinion or the presentation made by KBW to the Ready Capital Board, but summarizes the material analyses performed and presented in connection with such opinion. The financial analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex analytic process involving various determinations as to appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. In arriving at its opinion, KBW did not attribute any particular weight to any analysis or factor that it considered, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, KBW believes that its analyses and the summary of its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the process underlying its analyses and opinion.

        Implied Transaction Value for the Merger.    KBW calculated an implied transaction value for the Merger of $21.62 per share of ORM Common Stock, or $183.4 million in the aggregate, based on the 1.441x Exchange Ratio and the closing price of Ready Capital Common Stock on November 6, 2018. This implied transaction value for the Merger was then compared to the ranges of implied value per share of ORM Common Stock in the financial analyses described below. KBW also calculated an implied net asset value of 1.441 shares of Ready Capital Common Stock of $24.57 based on the tangible book value per share of Ready Capital as of September 30, 2018 (which was assumed to closely approximate the net asset value per share of Ready Capital as of September 30, 2018).

        Selected Transactions Analysis—Mortgage REITS.    KBW reviewed publicly available information related to seven selected acquisitions of mortgage REITS, referred to as the selected Mortgage REIT transactions.

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        The selected Mortgage REIT transactions were as follows:

Acquiror   Acquired Company
Hypo Real Estate Holding AG   Quadra Realty Trust, Inc.
Annaly Capital Management, Inc.   CreXus Investment Corp.
Apollo Commercial Real Estate Finance, Inc.   Apollo Residential Mortgage, Inc.
ARMOUR Residential REIT, Inc.   JAVELIN Mortgage Investment Corp.
Annaly Capital Management, Inc.   Hatteras Financial Corp.
Two Harbors Investment Corp.   CYS Investments, Inc.
Annaly Capital Management, Inc.   MTGE Investment Corp.

        For each selected Mortgage REIT transaction, KBW derived the following implied transaction statistics, in each case based on the transaction consideration value paid for the acquired company and using financial data based on the acquired company's then latest publicly available financial statements prior to the announcement of the respective transaction and, to the extent then publicly available, earnings per share ("EPS") consensus "street estimates" for the first full calendar year following the announcement of the respective transaction ("forward EPS"):

        KBW also reviewed the price per common share paid for the acquired company as a premium (expressed as a percentage) to the closing price of the acquired company one-day, five-days and one-month prior to the announcement of the respective transaction and to the 30-day volume-weighted average price ("VWAP") of the acquired company prior to the announcement of the respective transaction. The above transaction statistics for the selected Mortgage REIT transactions were compared with the corresponding transaction statistics for the proposed Merger based on the implied transaction value for the proposed Merger of $21.62 per outstanding share of ORM Common Stock and using the book value per share of ORM as of September 30, 2018, EPS estimates for 2018 and 2019 taken from financial forecasts and projections of ORM provided by ORM management and the closing price of ORM Common Stock on November 6, 2018.

        KBW's analysis showed the following concerning the implied transaction statistics of the selected Mortgage REIT transactions (excluding the impact of the LTM EPS multiples for three of the selected Mortgage REIT transactions, which multiples were considered to be not meaningful):

 
   
  Selected Mortgage REIT
Transactions
 
 
  Ready
Capital /
ORM
  25th
Percentile
  Median   75th
Percentile
 

Price / Book Value Per Share

    95.9 %   81.5 %   89.0 %   100.3 %

Price / LTM EPS

    14.1x     10.2x     25.5x     46.0x  

Price / Forward EPS

    6.0x     8.2x     9.2x     10.3x  

One-Day Market Premium

    44.1 %   6.4 %   11.2 %   23.4 %

Five-Day Market Premium

    40.4 %   6.6 %   11.2 %   30.2 %

One-Month Market Premium

    34.8 %   11.6 %   14.1 %   32.7 %

30-Day VWAP Market Premium

    38.9 %   10.0 %   11.9 %   32.2 %

        KBW then applied the 25th percentile and 75th percentile price-to-book value per share multiples of the selected Mortgage REIT transactions to the book value per share of ORM as of September 30, 2018. KBW also applied the 25th percentile and 75th percentile price-to-book value per share multiples of the selected Mortgage REIT transactions to the net asset value per share estimate of ORM as of

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September 30, 2018 provided by Ready Capital management. This analysis indicated the following ranges of the implied value per share of ORM Common Stock, as compared to the implied transaction value for the proposed Merger of $21.62 per outstanding share of ORM Common Stock.

 
  Implied Value Per Share Ranges
of ORM Common Stock

Based on Book Value Per Share

  $18.38 to $22.60

Based on Net Asset Value Per Share

  $20.64 to $25.38

        No company or transaction used as a comparison in the above selected transaction analysis is identical to ORM or the proposed Merger. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

        Selected Transactions Analysis—Property REITS.    KBW reviewed publicly available information related to 12 selected acquisitions of property REITS, referred to as the selected Property REIT transactions.

        The selected Property REIT transactions were as follows:

Acquiror   Acquired Company
American Campus Communities, Inc.   GMH Communities Trust
Green Courte Partners, LLC   American Land Lease, Inc.
Tiptree Financial Partners, L.P.   Care Investment Trust Inc.
Ventas, Inc.   Cogdell Spencer Inc.
Brookfield Office Properties Inc.   MPG Office Trust, Inc.
American Realty Capital Properties, Inc.   CapLease, Inc.
EDENS, Inc.   AmREIT, Inc.
American Homes 4 Rent   American Residential Properties, Inc.
Farmland Partners Inc.   American Farmland Company
Tricon Capital Group, Inc.   Silver Bay Realty Trust Corp.
Government Properties Income Trust   First Potomac Realty Trust
Canada Pension Plan Investment Board   Parkway, Inc.

        For each selected Property REIT transaction, KBW reviewed, among other things, the price per common share based on the transaction consideration value paid for the acquired company as a percentage of the latest publicly available "consensus" net asset value per share estimate of the acquired company prior to the announcement of the respective transaction. "Consensus" net asset value per share estimates of the acquired companies were not available for two of the selected Property REIT transactions. KBW also reviewed the price per common share paid for the acquired company as a premium (expressed as a percentage) to the closing price of the acquired company one-day, five-days and one-month prior to the announcement of the respective transaction and, to the extent publicly available, to the 30-day VWAP of the acquired company prior to the announcement of the respective transaction. 30-day VWAPs of the acquired companies were not available for four of the selected Property REIT transactions. The above transaction statistics for the selected Property REIT transactions were compared with the corresponding transaction statistics for the proposed Merger based on the implied transaction value for the proposed Merger of $21.62 per outstanding share of ORM Common Stock and using the net asset value per share estimate of ORM as of September 30, 2018 provided by Ready Capital management and the closing price of ORM Common Stock on November 6, 2018.

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        KBW's analysis showed the following concerning the implied transaction statistics of the selected Property REIT transactions:

 
   
  Selected Property REIT Transactions  
 
  Ready
Capital /
ORM
  25th
Percentile
  Median   75th
Percentile
 

Price / Net Asset Value Per Share

    85.4 %   81.7 %   88.4 %   98.0 %

One-Day Market Premium

    44.1 %   –0.7 %   8.6 %   20.1 %

Five-Day Market Premium

    40.4 %   0.4 %   13.0 %   22.1 %

One-Month Market Premium

    34.8 %   12.4 %   16.9 %   26.4 %

30-Day VWAP Market Premium

    38.9 %   11.7 %   19.8 %   26.7 %

        KBW then applied the 25th percentile and 75th percentile price-to-net asset value per share percentages of the selected Property REIT transactions to the net asset value per share estimate of ORM as of September 30, 2018 provided by Ready Capital management. This analysis indicated the following range of the implied value per share of ORM Common Stock, as compared to the implied transaction value for the proposed Merger of $21.62 per outstanding share of ORM Common Stock:

 
  Implied Value Per Share Range
of ORM Common Stock

Based on Net Asset Value Per Share

  $20.69 to $24.80

        No company or transaction used as a comparison in the above selected transaction analysis is identical to ORM or the proposed Merger. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

        Selected Companies Analysis.    Using publicly available information, KBW compared the market performance of Ready Capital and ORM to 12 selected publicly-traded commercial mortgage REITS.

        The selected companies were as follows:

Starwood Property Trust, Inc.   Arbor Realty Trust, Inc.
Blackstone Mortgage Trust, Inc.   KKR Real Estate Finance Trust, Inc.
Colony Credit Real Estate Inc.   Granite Point Mortgage Trust Inc.
Apollo Commercial Real Estate Finance, Inc.   iStar Inc.
Ladder Capital Corp   Ares Commercial Real Estate Corporation
TPG RE Finance Trust, Inc.   Exantas Capital Corp.

        To perform this analysis, KBW used market price information as of November 6, 2018 and book values per share and tangible book values per share as of the end of the most recent completed quarterly period available (which in the case of Ready Capital and ORM was September 30, 2018). KBW also used 2018 and 2019 EPS estimates taken from financial forecasts and projections of ORM provided by ORM management and consensus "street estimates" of Ready Capital and the selected companies.

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        KBW's analysis showed the following concerning the market performance of Ready Capital, ORM and the selected companies (excluding the impact of the 2018 EPS multiple for one of the selected companies, which multiple was considered to be not meaningful because it was greater than 50.0x):

 
   
   
  Selected Companies  
 
  Ready
Capital
  ORM   25th
Percentile
  75th
Percentile
 

Stock Price / Book Value per Share

    87.5 %   66.5 %   99.1 %   126.5 %

Stock Price / Tangible Book Value per Share

    88.0 %   66.5 %   99.1 %   136.4 %

Stock Price / 2018 EPS Estimate

    8.5x     9.8x     9.7x     11.8x  

Stock Price / 2019 EPS Estimate

    8.5x     4.2x     9.8x     11.3x  

        KBW also compared the market performance of the selected companies described above to the implied transaction statistics for the proposed Merger (based on the implied transaction value for the proposed Merger of $21.62 per outstanding share of ORM Common Stock) of 95.9% ORM's book value per share as of September 30, 2018, 95.9% ORM's tangible book value per share as of September 30, 2018, 14.1x ORM's estimated 2018 EPS and 6.0x ORM's estimated 2019 EPS.

        KBW then applied the 25th percentile and 75th percentile price-to-book value percentages of the selected companies to the book value per share of ORM as of September 30, 2018 and the 25th percentile and 75th percentile price-to-tangible book value percentages of the selected companies to the tangible book value per share of ORM as of September 30, 2018. This analysis indicated the following ranges of the implied value per share of ORM Common Stock, as compared to the implied transaction value for the proposed Merger of $21.62 per outstanding share of ORM Common Stock:

 
  Implied Value Per Share Ranges of ORM Common Stock

Based on Book Value Per Share

  $22.35 to $28.52

Based on Tangible Book Value Per Share

  $22.35 to $30.74

        No company used as a comparison in the above selected companies analysis is identical to Ready Capital or ORM. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

        Dividend Discount Analysis of ORM.    KBW performed a dividend discount analysis of ORM on a standalone basis to estimate ranges for the implied equity value of ORM. In this analysis, KBW used financial and operating forecasts and projections of ORM with respect to fiscal years 2018 through 2021 prepared by ORM management and assumed ORM growth rates with respect to periods thereafter that were provided by Ready Capital management. KBW assumed discount rates ranging from 11.0% to 15.0%. Ranges of values were derived by adding (i) the present value of the estimated future dividends of ORM over the 4.75-year period from April 1, 2019 through December 31, 2023 and (ii) the present value of ORM's implied terminal value at the end of such period. KBW derived implied terminal values using two methodologies, one based on December 31, 2023 book value per share multiples and the other based on 2023 estimated dividend yields. Using implied terminal values for ORM calculated by applying a terminal multiple range of 98.0% to 125.0% to ORM's estimated book value per share as of December 31, 2023, this dividend discount analysis resulted in a range of implied values per share of ORM Common Stock of approximately $20.47 to $28.07 per share, as compared to the implied transaction value for the proposed Merger of $21.62 per outstanding share of ORM Common Stock. Using implied terminal values for ORM calculated by applying a terminal dividend yield range of 7.50% to 9.00% to ORM's estimated 2023 dividends, this dividend discount analysis resulted in a range of implied values per share of ORM Common Stock of approximately $17.97 to

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$23.30 per share, as compared to the implied transaction value for the proposed Merger of $21.62 per outstanding share of ORM Common Stock.

        The dividend discount analysis is a widely used valuation methodology, but the results of such methodology are highly dependent on the assumptions that must be made, including book value per share and dividend growth rates, terminal values and discount rates. The analysis did not purport to be indicative of the actual values or expected values of ORM.

        Dividend Discount Analysis of Ready Capital.    KBW performed a dividend discount analysis of Ready Capital on a standalone basis to estimate ranges for the implied equity value of Ready Capital. In this analysis, KBW used publicly available consensus "street estimates" of Ready Capital for calendar years 2018 through 2020 and assumed Ready Capital growth rates with respect to periods thereafter that were provided by Ready Capital management. KBW assumed discount rates ranging from 8.0% to 12.0%. Ranges of values were derived by adding (i) the present value of the estimated future dividends of Ready Capital over the 4.75-year period from April 1, 2019 through December 31, 2023 and (ii) the present value of Ready Capital's implied terminal value at the end of such period. KBW derived implied terminal values using two methodologies, one based on December 31, 2023 book value per share multiples and the other based on 2023 estimated dividend yields. Using implied terminal values for Ready Capital calculated by applying a terminal multiple range of 98.0% to 125.0% to Ready Capital's estimated book value per share as of December 31, 2023, this dividend discount analysis resulted in a range of implied values per share of Ready Capital Common Stock of approximately $17.65 to $23.84 per share. Using implied terminal values for Ready Capital calculated by applying a terminal dividend yield range of 7.50% to 9.00% to Ready Capital's estimated 2023 dividends, this dividend discount analysis resulted in a range of implied values per share of Ready Capital Common Stock of approximately $18.70 to $24.31 per share.

        The dividend discount analysis is a widely used valuation methodology, but the results of such methodology are highly dependent on the assumptions that must be made, including book value per share and dividend growth rates, terminal values and discount rates. The analysis did not purport to be indicative of the actual values or expected values of Ready Capital or the pro forma combined company.

        Pro Forma Financial Impact Analysis.    KBW performed a pro forma financial impact analysis that combined projected income statement and balance sheet information of Ready Capital and ORM. Using (i) historical balance sheet data as of September 30, 2018 for Ready Capital and ORM, (ii) publicly available consensus "street estimates" of Ready Capital, (iii) financial and operating forecasts and projections of ORM provided by ORM management, and (iv) pro forma assumptions (including, without limitation, the cost savings and related expenses expected to result from the Merger, other earning adjustments, and certain purchase accounting and other balance sheet adjustments assumed with respect thereto) provided by Ready Capital management, KBW analyzed the estimated financial impact of the Merger on certain projected financial results. This analysis indicated that the Merger could be dilutive to Ready Capital's book value per share as of September 30, 2018, accretive to Ready Capital's 2019 estimated EPS (assuming the closing of the Merger occurs on March 31, 2019), and accretive to Ready Capital's 2020 estimated EPS. For all of the above analysis, the actual results achieved by Ready Capital following the Merger may vary from the projected results, and the variations may be material.

        Miscellaneous.    KBW acted as financial advisor to Ready Capital in connection with the proposed Merger and did not act as an advisor to or agent of any other person. As part of its investment banking business, KBW is regularly engaged in the valuation of specialty finance company securities in connection with acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for various other purposes. Further to certain existing sales and trading relationships of certain KBW broker-dealer affiliates with the Ready Capital Manager, and

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otherwise in the ordinary course of KBW and its affiliates' broker-dealer businesses, KBW and its affiliates may from time to time purchase securities from, and sell securities to, Ready Capital, the Ready Capital Manager and ORM. In addition, as a market maker in securities, KBW and its affiliates may from time to time have a long or short position in, and buy or sell, debt or equity securities of Ready Capital or ORM for its and their own respective accounts and for the accounts of its and their respective customers and clients.

        Pursuant to the KBW engagement agreement, Ready Capital agreed to pay KBW a cash fee equal to $2,500,000, $500,000 of which became payable concurrently with the rendering of KBW's opinion and the balance of which is contingent upon the consummation of the Merger. Ready Capital also agreed to reimburse KBW for reasonable out-of-pocket expenses and disbursements incurred in connection with its engagement and to indemnify KBW against certain liabilities relating to or arising out of KBW's engagement or KBW's role in connection therewith. In addition to the present engagement, in the two years preceding the date of KBW's opinion, KBW provided investment banking and financial advisory services to Ready Capital for which compensation has been received. KBW acted as a book-running manager in connection with a convertible notes offering by Ready Capital in 2017 and multiple senior secured notes offerings by ReadyCap Holdings, LLC, a subsidiary of Ready Capital, in 2017 and 2018. In addition, KBW is acting as a sales agent in connection with Ready Capital's current "at-the-market offering" of Ready Capital Common Stock. In the two years preceding the date of KBW's opinion, KBW did not provide investment banking and financial advisory services to ORM. KBW may in the future provide investment banking and financial advisory services to Ready Capital, the Ready Capital Manager or ORM and receive compensation for such services.

Opinion of the ORM Special Committee's Financial Advisor.

        The ORM Special Committee engaged Barclays to act as its financial advisor with respect to pursuing strategic alternatives for ORM, including a possible sale of ORM, pursuant to an engagement letter dated September 7, 2018. On November 7, 2018, Barclays rendered its oral opinion (which was subsequently confirmed in writing) to the ORM Special Committee that, as of such date and based upon and subject to the qualifications, limitations and assumptions stated in its opinion, the Exchange Ratio to be offered to the stockholders of ORM in the proposed Merger is fair, from a financial point of view, to such stockholders.

        The full text of Barclays' written opinion, dated as of November 7, 2018, is attached as Annex C to this joint proxy statement/prospectus. Barclays' written opinion sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations upon the review undertaken by Barclays in rendering its opinion. You are encouraged to read the opinion carefully in its entirety. The following is a summary of Barclays' opinion and the methodology that Barclays used to render its opinion. This summary is qualified in its entirety by reference to the full text of the opinion.

        Barclays' opinion, the issuance of which was approved by Barclays' Fairness Opinion Committee, is addressed to the ORM Special Committee, addresses only the fairness, from a financial point of view, of the Exchange Ratio to be offered to the stockholders of ORM and does not constitute a recommendation to any stockholder of ORM as to how such stockholder should vote with respect to the Merger or any other matter. The terms of the Merger were determined through arm's-length negotiations between the ORM Special Committee and Ready Capital and were approved by the ORM Board (following the recommendation of the ORM Special Committee). Barclays did not recommend any specific form of consideration to ORM or that any specific form of consideration constituted the only appropriate consideration for the Merger. Barclays was not requested to address, and its opinion does not in any manner address, ORM's underlying business decision to proceed with or effect the Merger, the likelihood of the consummation of the Merger, or the relative merits of the Merger as compared to any other transaction in which ORM may engage. In addition, Barclays expressed no opinion on, and its opinion does not in any manner address, the fairness of the amount or the nature

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of any compensation to any officers, directors or employees of any parties to the Merger, or any class of such persons, relative to the consideration to be offered to the stockholders of ORM in connection with the Merger. No limitations were imposed by the ORM Special Committee upon Barclays with respect to the investigations made or procedures followed by it in rendering its opinion.

        In arriving at its opinion, Barclays, among other things:

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        In arriving at its opinion, Barclays assumed and relied upon the accuracy and completeness of the financial and other information used by Barclays without any independent verification of such information (and had not assumed responsibility or liability for any independent verification of such information). Barclays also relied upon the assurances of the ORM Manager that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the financial projections of ORM, upon advice of the ORM Manager, Barclays assumed that such projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the ORM Manager as to ORM's future financial performance With respect to the Ready Capital Projections, upon the advice of the ORM Special Committee, Barclays has assumed that such projections have been reasonably prepared and on a basis reflecting the best currently available estimates and judgments of the Ready Capital Manager as to Ready Capital's future financial performance. In arriving at its opinion, Barclays assumed no responsibility for and expressed no view as to any such projections or estimates or the assumptions on which they were based. In arriving at its opinion, Barclays did not conduct a physical inspection of the properties and facilities of ORM and did not make or obtain any evaluations or appraisals of the assets or liabilities of ORM. Barclays' opinion was necessarily based upon market, economic and other conditions as they existed on, and could be evaluated as of, November 7, 2018. Barclays assumed no responsibility for updating or revising its opinion based on events or circumstances that may have occurred after, November 7, 2018. Barclays expressed no opinion as to the prices at which shares of ORM Common Stock would trade following the announcement of the Merger or shares of Ready Capital Common Stock would trade following the announcement or consummation of the Merger. Barclays' opinion should not be viewed as providing any assurance that the market value of the shares of Ready Capital Common Stock to be held by the stockholders of ORM after the consummation of the Merger will be in excess of the market value of the shares of ORM Common Stock owned by such stockholders at any time prior to the announcement or consummation of the Merger. In addition, Barclays assumed that there will be no adjustment to the Exchange Ratio as described in Section 3.1(c) of the Merger Agreement.

        Barclays assumed that the executed Merger Agreement would conform in all material respects to the last draft reviewed by Barclays. Additionally, Barclays assumed the accuracy of the representations and warranties contained in the Merger Agreement and all the agreements related thereto. Barclays also assumed, upon the advice of the ORM Special Committee, that all material governmental, regulatory and third party approvals, consents and releases for the Merger would be obtained within the constraints contemplated by the Merger Agreement and that the Merger will be consummated in accordance with the terms of the Merger Agreement without waiver, modification or amendment of any material term, condition or agreement thereof. Barclays did not express any opinion as to any tax or other consequences that might result from the Merger, nor did Barclays' opinion address any legal, tax, regulatory or accounting matters, as to which Barclays understood ORM had obtained such advice as it deemed necessary from qualified professionals.

        In connection with rendering its opinion, Barclays performed certain financial, comparative and other analyses as summarized below. In arriving at its opinion, Barclays did not ascribe a specific range of values to the shares of ORM Common Stock but rather made its determination as to fairness, from a financial point of view, to ORM's stockholders of the Exchange Ratio to be offered to such stockholders in connection with the proposed Merger on the basis of various financial and comparative analyses. The preparation of a fairness opinion is a complex process and involves various determinations as to the most appropriate and relevant methods of financial and comparative analyses and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to summary description.

        In arriving at its opinion, Barclays did not attribute any particular weight to any single analysis or factor considered by it but rather made qualitative judgments as to the significance and relevance of each analysis and factor relative to all other analyses and factors performed and considered by it and in

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the context of the circumstances of the particular transaction. Accordingly, Barclays believes that its analyses must be considered as a whole, as considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying its opinion.

Summary of Material Financial Analyses

        The following is a summary of the material financial analyses used by Barclays in preparing its opinion to the ORM Special Committee. The summary of Barclays' analyses and reviews provided below is not a complete description of the analyses and reviews underlying Barclays' opinion. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant methods of analysis and review and the application of those methods to particular circumstances, and, therefore, is not readily susceptible to summary description.

        For the purposes of its analyses and review, Barclays made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of ORM or any other parties to the Merger. No company, business or transaction considered in Barclays' analyses and review is identical to ORM, Ready Capital, Merger Sub or the Merger, and an evaluation of the results of those analyses and reviews is not entirely mathematical. Rather, the analyses and reviews involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies, businesses or transactions considered in Barclays' analyses and reviews. None of ORM, the ORM Manager, Ready Capital, Merger Sub, Barclays or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses and reviews and the ranges of valuations resulting from any particular analysis or review are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of companies, businesses or securities do not purport to be appraisals or reflect the prices at which the companies, businesses or securities may actually be sold. Accordingly, the estimates used in, and the results derived from, Barclays' analyses and reviews are inherently subject to substantial uncertainty.

        The summary of the financial analyses and reviews summarized below include information presented in tabular format. In order to fully understand the financial analyses and reviews used by Barclays, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses and reviews. Considering the data in the tables below without considering the full description of the analyses and reviews, including the methodologies and assumptions underlying the analyses and reviews, could create a misleading or incomplete view of Barclays' analyses and reviews.

Selected Comparable Company Analysis

        In order to assess how the market values shares of similar publicly traded companies and to provide a range of relative implied equity values per share of ORM and of Ready Capital, Barclays reviewed and compared specific financial and operating data relating to ORM and Ready Capital, respectively, with selected companies that Barclays, based on its experience in the Mortgage REIT industry, deemed comparable to ORM and Ready Capital, respectively. The selected comparable companies with respect to ORM were:

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        The selected comparable companies with respect to Ready Capital were:

        Barclays calculated and compared various financial multiples and ratios of ORM and Ready Capital and the selected comparable companies. As part of its selected comparable company analysis, Barclays calculated and analyzed each applicable company's (i) price per share as of November 2, 2018 as a multiple of book value per share as of June 30, 2018 ("P/BV 6/30") and as of September 30, 2018, ("P/BV 9/30"), (ii) ratio of its current stock price to its calendar year 2019 estimated earnings per share (commonly referred to as a price earnings ratio, or P/E), based on each of (x) the ORM Projections ("Mgt.")(1) and (y) market data, with such median based upon research reports available to Barclays ("Street") and (iii) implied dividend yield by annualizing the dividends paid in the third quarter of 2018.

        The results of this selected comparable company analysis are summarized below:

ORM Peers

 
  Low   Mean   Median   High  

P / BV(1)

    0.80x     0.98x     0.98x     1.24x  

P / '19E Earnings(2)

    8.5x     11.04x     11.8x     12.4x  

2019 Dividend Yield

    8.0 %   8.96 %   8.7 %   10.7 %

(1)
Book value based on latest book value publicly available.

(2)
2019 Earnings based on Median analyst estimates available to Barclays through FactSet.

ORM

 
  Metric   Selected
Companies
Range
  Implied
Share Price
Range

P/BV 6/30/2018

  $ 22.32   0.85x - 1.00x   $18.97 - 22.32

P/BV 9/30/2018

  $ 22.54   0.85x - 1.00x   $19.16 - 22.54

P/2019E (Mgt.)

  $ 1.19   10.0x - 12.0x   $11.90 - 14.28

P/2019E (Street)

  $ 1.10   10.0x - 12.0x   $11.00 - 13.20

Q3 Dividend (Annualized)

  $ 0.80   8.0% - 10.0%   $8.00 - 10.00

Ready Capital Peers

 
  Low   Mean   Median   High  

P / BV(1)

    0.80x     1.00x     0.98x     1.24x  

P / '19E Earnings(2)

    10.5x     11.68x     11.9x     12.4x  

2019 Dividend Yield

    8.0 %   8.5 %   8.5 %   9.0 %

(1)
Book value based on latest book value publicly available

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(2)
2019 Earnings based on Median analyst estimates available to Barclays through FactSet

Ready Capital

 
  Metric   Selected
Companies
Range
  Implied
Share Price
Range

P/BV 6/30/2018

  $ 17.01   0.90x - 1.05x   $15.31 - 17.86

P/BV 9/30/2018

  $ 17.14   0.90x - 1.05x   $15.43 - 18.00

P/2019E (Mgt.)

  $ 1.75   10.0x - 12.0x   $17.50 - 21.00

P/2019E (Street)

  $ 1.77   10.0x - 12.0x   $17.70 - 21.24

Q3 Dividend (Annualized)

  $ 1.60   8.0% - 10.0%   $16.00 - 20.00

ORM to Ready Capital Implied Exchange Ratio Range

        Barclays selected the comparable companies listed above because of similarities in one or more business or operating characteristics with ORM or Ready Capital, as applicable. However, because no selected comparable company is exactly the same as ORM or Ready Capital, as applicable, Barclays believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected comparable company analysis. Accordingly, Barclays also made qualitative judgments concerning differences between the business, financial and operating characteristics and prospects of ORM or Ready Capital, as applicable, and the selected comparable companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis. These qualitative judgments related primarily to the differing sizes, growth prospects, profitability levels and degree of operational risk between ORM or Ready Capital, as applicable, and the companies included in the selected company analysis.

        The following table sets forth the implied exchange ratio ranges resulting from the selected comparable company analysis and the implied share price ranges based on such analysis:

 
  Exchange
Ratio
Range

P/BV 6/30/2018

  1.062x - 1.458x

P/BV 9/30/2018

  1.065x - 1.461x

P/2019E (Mgt.)

  0.567x - 0.816x

P/2019E (Street)

  0.518x - 0.746x

2018 Q3 Dividend (Annualized)

  0.400x - 0.625x

        Barclays noted that on the basis of the selected comparable company analysis, the transaction Exchange Ratio of 1.441x was within the range of implied exchange ratios of (i) 1.062x - 1.458x derived from the P/BV 6/30/2018 calculation and (ii) 1.065x - 1.461x derived from the P/BV 9/30/2018 calculation, and above the range of implied exchange ratios of (iii) 0.567x - 0.816x derived from the P/2019E (Mgt.) calculation, (iv) 0.518x - 0.746x derived from the P/2019E (Street) calculation and (v) 0.400x - 0.625x derived from the 2018 Q3 annualized dividend calculation.

Dividend Discount Analysis

ORM

        Barclays performed a dividend discount analysis on ORM using the ORM Projections and certain publicly available information, which was used as a basis for discount rates and terminal value range. Barclays used two different methods to calculate annual discount rates that were then applied to the ORM Projections and a range of terminal values estimated using a price to book value ratio ("P/BV")

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methodology. In one method, Barclays calculated a range implied by the dividend yield of selected comparable companies, resulting in a selected discount range of 8.0% to 10.0%. Barclays then applied those discount rates to the projected quarterly dividends for ORM from the second quarter of 2019 ("2Q2019") through the fourth quarter of 2021 ("4Q2021") (as set forth in ORM Projections) and to an estimated terminal value (based on projected book value in 4Q2021). Barclays calculated the net present value of the dividends and the net present value of the terminal value, which was based on applying the value range of 0.75x to 0.94x to quarter-11 book value, and then divided by the number of fully diluted shares (approximately 8.5 million shares as of March 31, 2019, as set forth in the ORM Projections) to get an implied value per share. This analysis resulted in a range of implied present values per share of ORM Common Stock of $18.08 to $22.83. In the other method, Barclays calculated a discount range implied by the capital asset pricing model, resulting in a selected range of 9.0% to 11.0%. Barclays then applied those discount rates to the projected quarterly dividends for ORM from 2Q2019 through 4Q2021 (as set forth in ORM Projections) and to an estimated terminal value (based on projected book value in 4Q2021). This analysis resulted in a range of implied present values per share of ORM Common Stock of $17.62 to $22.22.

Ready Capital

        Barclays performed a dividend discount analysis on Ready Capital using the Ready Capital Projections and certain publicly available information, which was used as a basis for discount rates and terminal value range. Barclays used two different methods to calculate annual discount rates that were then used in the subsequent dividend discount analysis and applied to the Ready Capital Projections and a range of terminal values estimated using a P/BV methodology. In one method, Barclays calculated a discount range implied by the dividend yield of selected comparable companies, resulting in a selected range of 8.0% to 10.0%. Barclays then applied those discount rates to the Ready Capital Projections and calculated the net present value of the dividends and the net present value of the terminal value, which was based on applying the value range of 0.90x to 1.05x to quarter-11 book value, and then divided by the number of fully diluted shares (approximately 34.9 million shares as of March 31, 2019, as set forth in the Ready Capital Projections) to get an implied value per share. This analysis resulted in a range of implied present values per share of Ready Capital Common Stock of $14.86 to $17.55. In the other method, Barclays calculated a discount range implied by the capital asset pricing model, resulting in a selected range of 9.0% to 11.0%. Barclays then applied those discount rates to the Ready Capital Projections and an estimated terminal value (based on projected book value in 4Q2021). This analysis resulted in a range of implied present values per share of Ready Capital Common Stock of $14.49 to $17.10.

ORM to Ready Capital Implied Exchange Ratio Range

        Barclays noted that on the basis of the dividend discount analysis of ORM and Ready Capital, the transaction Exchange Ratio of 1.441x was within the range of implied exchange ratios of (i) 1.030x – 1.533x derived from the capital asset pricing model and (ii) 1.030x – 1.536x derived from the dividend yield analysis.

Other Factors

        Barclays also reviewed and considered other factors, which were not considered part of its financial analyses in connection with rendering its advice, but were references for informational purposes, including, among other things, Historical Trading, Selected Precedent Transactions and Analyst Target Prices, each described below.

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Historical Trading

        To illustrate the trend in the historical trading prices of the ORM and Ready Capital shares, respectively, Barclays reviewed, for informational purposes, historical data with regard to the trading prices of such shares for the period from November 3, 2015 to November 2, 2018 and compared such data with the relative stock price performances during the same periods of the respective selected companies listed under the caption "Selected Comparable Company Analysis" above.

        Barclays noted that during the period from November 2, 2017 to November 2, 2018, the price of the ORM Common Stock ranged from $13.71 to $17.82 and the price of the Ready Capital Common Stock ranged from $13.55 to $17.30. Barclays noted that on the basis of the historical trading analysis of ORM and Ready Capital, the transaction Exchange Ratio of 1.441x was above the range of implied exchange ratios of 0.792x - 1.315x derived from the historical trading analysis.

Selected Precedent Transactions Analysis

        Barclays reviewed and compared the purchase prices and financial multiples paid in selected other transactions that Barclays, based on its experience with merger and acquisition transactions, deemed relevant. Barclays chose such transactions with a focus on U.S. target companies based on, among other things, the similarity of the applicable target companies in the transactions to ORM with respect to the size, industry or business mix, margins, competitive dynamics and other characteristics of their businesses. Barclays reviewed the following transactions:

Date Announced
  Acquirer   Target
May 2, 2018   Annaly Capital Management, Inc.   MTGE Investment Corp.
April 26, 2018   Two Harbors Investment Corp.   CYS Investments, Inc.
April 11, 2016   Annaly Capital Management, Inc.   Hatteras Financial Corporation
April 7, 2016   Ready Capital (f/k/a Sutherland Asset Management Corp)   ZAIS Financial Corp.
March 2, 2016   ARMOUR Residential REIT, Inc.   JAVELIN Mortgage Investment Corp.
February 26, 2016   Apollo Commercial Real Estate Finance, Inc.   Apollo Residential Mortgage

        The reasons for and the circumstances surrounding each of the selected precedent transactions analyzed were diverse and there are inherent differences in the business, operations, financial conditions and prospects of ORM and the companies included in the selected precedent transaction analysis. Although none of the selected transactions is directly comparable to the transaction, the target companies in the selected transactions were companies that, for purposes of analysis, may be considered similar to ORM.

        Accordingly, for the above selected transactions, based on information from SEC filings, SNL Financial and FactSet, Barclays calculated and reviewed the final announced transaction price as a multiple of the target company's last reported book value as of the time of announcement, which is referred to as "Transaction P/BV". The following table sets forth the selected transactions analyzed based on such characteristics and the results of such analysis:

 
  Low   Mean   Median   High  

Transaction P/BV (Market)

    0.85x     0.93x     0.91x     1.05x  

Transaction P/BV (Adjusted Book Value)

    0.97x     1.01x     1.02x     1.04x  

        Barclays noted that on the basis of the selected precedent transaction analysis, the transaction consideration of $21.80 per share was within the range of implied values per share of (i) $19.16 – $23.67 calculated using September 30, 2018 book value (Market) and (ii) $19.45 – $20.85 calculated using September 30, 2018 book value (adjusted for acquirer trading multiple of 0.89x).

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Analyst Target Prices

        Barclays reviewed, for informational purposes, as of November 2, 2018, the publicly available price targets of the Ready Capital Common Stock published by equity research analysts associated with various Wall Street firms and available through FactSet and Equity Research. The research analysts' price target per share of Ready Capital Common Stock ranged from $16.50 - $18.00 per share. The publicly available share price targets published by such equity research analysts do not necessarily reflect the current market trading price for Ready Capital Common Stock and these estimates are subject to uncertainties, including future financial performance of Ready Capital and future market conditions.

General

        Barclays is an internationally recognized investment banking firm and, as part of its investment banking activities, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. The ORM Special Committee selected Barclays because of its familiarity with ORM and its qualifications, reputation and experience in the valuation of businesses and securities in connection with mergers and acquisitions generally, as well as substantial experience in transactions comparable to the Merger.

        Barclays is acting as financial advisor to the ORM Special Committee in connection with the Merger. As compensation for its services in connection with the Merger, ORM paid Barclays $0.5 million upon the delivery of Barclays' opinion, which is referred to as the "Opinion Fee". The Opinion Fee was not contingent upon the conclusion of Barclays' opinion or the consummation of the Merger. Compensation estimated to be in the range of $2-3 million (subject to certain adjustments) will be payable on completion of the Merger against which the amounts paid for the opinion will be credited. In addition, ORM has agreed to reimburse Barclays for a portion of its reasonable out-of-pocket expenses incurred in connection with the Merger and to indemnify Barclays for certain liabilities that may arise out of its engagement by ORM and the rendering of Barclays' opinion. Barclays has performed various investment banking and financial services for the Ready Capital Manager in the past, and expects to perform such services in the future, and has received, and expects to receive, customary fees for such services, including having acted or acting as arranger, bookrunnner and/or lender for the Ready Capital Manager in connection with various financing transactions.

        Barclays and its affiliates engage in a wide range of businesses from investment and commercial banking, lending, asset management and other financial and non-financial services. In the ordinary course of its business, Barclays and its affiliates may actively trade and effect transactions in the equity, debt and/or other securities (and any derivatives thereof) and financial instruments (including loans and other obligations) of ORM and Ready Capital for its own account and for the accounts of its customers and, accordingly, may at any time hold long or short positions and investments in such securities and financial instruments.

Certain Ready Capital Forward Looking Financial Information

        Ready Capital follows a policy of not publishing or otherwise making available long-range projections of its earnings or other operating results and a related policy of not commenting on or endorsing any estimates of its future performance that may be prepared by independent research analysts who cover Ready Capital. Consistent with its policy, Ready Capital did not prepare forecasts of its future financial performance based on internal models or other internal data. In response to a request from ORM's financial advisor, Barclays, for guidance regarding Ready Capital's anticipated future financial performance, Ready Capital prepared a calculation in which it applied consensus

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published return on equity estimates of independent research analysts who cover Ready Capital to an assumed Ready Capital common equity capital base (which was also based on analysts' estimates), initially covering the second, third and fourth quarters of 2019, and then applied the consensus published return on equity estimates of such independent research analysts for the entirety of 2019 to an assumed constant common equity capital base for both 2020 and 2021. Ready Capital has not made and makes no representation to ORM or any ORM stockholder, in the Merger Agreement or otherwise, concerning this information and, consistent with its policy, has not endorsed and is not endorsing any of the consensus published return on equity estimates used as part of the information that was provided.

Certain ORM Unaudited Prospective Financial Information

        ORM does not make public long-term projections as to future net income, performance, earnings, or other results due to, among other reasons, the inherent uncertainty and subjectivity of the underlying assumptions and estimates. Such projections inherently become subject to substantially greater uncertainty as they extend further into the future. As a result, neither ORM nor Ready Capital can give you any assurance that actual results will not differ materially from the unaudited prospective financial information included in this document. However, in connection with the Merger, ORM's management prepared and provided certain unaudited prospective financial information regarding ORM's operations for fiscal years 2018 through 2021 (the "ORM Projections") to the ORM Board and the ORM Special Committee, in connection with its evaluation of the transaction, and to its financial advisor, Barclays, including in connection with Barclays' financial analysis described above under the section entitled "—Opinion of the ORM Special Committee's Financial Advisor." The below summary of the ORM Projections is included for the sole purpose of providing ORM stockholders and Ready Capital stockholders access to certain non-public information that was furnished to certain parties in connection with the Merger, and such information may not be appropriate for other purposes, and is not included to influence the voting decision of any ORM stockholder or Ready Capital stockholder.

        The ORM Projections were not prepared with a view toward public disclosure, nor were they prepared with a view toward compliance with GAAP, the published guidelines of the SEC regarding projections and forward-looking statements or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentations of financial projections. The inclusion of the ORM Projections should not be regarded as an indication that such information is necessarily predictive of actual future events or results and such information should not be relied upon as such, and readers of this joint proxy statement/prospectus are cautioned not to rely on the ORM Projections for any purpose. The ORM Projections included in this joint proxy statement/prospectus have been prepared by ORM as part of the effort to evaluate the Merger and the unaudited prospective financial information may vary significantly from subsequent forecasts, financial plans, guidance, and/or actual results. The independent registered public accounting firm's reports, contained in ORM's Form 10-K for the year ended December 31, 2017, which is incorporated by reference into this joint proxy statement/prospectus, relates to ORM's historical financial information. It does not extend to the unaudited ORM Projections and should not be read to do so. Furthermore, the ORM Projections do not take into account any circumstances or events occurring after the date they were prepared.

        While presented with numeric specificity, this unaudited prospective financial information is forward-looking information that was based on numerous variables and assumptions (including assumptions related to the ORM loan portfolio, disposition of ORM's real estate and reinvestment of the proceeds into the loan portfolio, interest rates, industry performance and general business, economic, market and financial conditions, as well as additional matters specific to ORM's business) that are highly inherently subjective, uncertain, and beyond the control of ORM. The assumptions underlying the unaudited prospective financial information may not prove to have been, or may no longer be, accurate. Important factors that may affect actual results and cause this unaudited

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prospective financial information not to be achieved include, but are not limited to, risks and uncertainties relating to ORM's business (including its ability to achieve strategic goals, objectives, and targets over applicable periods), changes in the ORM loan and real estate portfolio, changes in the markets where ORM's real estate is located, changes in interest rates, industry performance, general business and economic conditions, and other factors described in the sections entitled "Cautionary Statement Regarding Forward-Looking Statements" and "Risk Factors." This unaudited prospective financial information also reflects numerous variables, expectations and assumptions available at the time they were prepared as to certain business decisions that are subject to change. As a result, actual results may differ materially from those contained in this unaudited prospective financial information. Accordingly, no assurance can be given that the projected results summarized below will be realized. ORM stockholders and Ready Capital stockholders are urged to review the most recent SEC filings of ORM for a description of the reported and anticipated results of operations and financial condition and capital resources, including those in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in ORM's Annual Report on Form 10-K for the year ended December 31, 2017 and the Quarterly Reports on Form 10-Q for the quarters ended March 31, 2018, June 30, 2018 and September 30, 2018, which are incorporated by reference into this joint proxy statement/prospectus.

        The inclusion of this information should not be regarded as an indication that ORM, the ORM Board, the ORM Special Committee, Barclays or any other recipient of this information considered, or now considers, it to be necessarily predictive of actual future results. None of ORM, Ready Capital, or their respective officers, directors, affiliates, advisors or other representatives can give any assurance that actual results will not differ materially from this unaudited prospective financial information.

        ORM UNDERTAKES NO OBLIGATION TO UPDATE OR OTHERWISE REVISE OR RECONCILE THE ABOVE UNAUDITED PROSPECTIVE FINANCIAL INFORMATION TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE THIS UNAUDITED PROSPECTIVE FINANCIAL INFORMATION WAS GENERATED OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING SUCH INFORMATION ARE SHOWN TO BE IN ERROR. SINCE THE UNAUDITED PROSPECTIVE FINANCIAL INFORMATION COVERS MULTIPLE YEARS, SUCH INFORMATION BY ITS NATURE BECOMES SUBJECT TO SUBSTANTIALLY GREATER UNCERTAINTY WITH EACH SUCCESSIVE YEAR.

        ORM and Ready Capital may calculate certain non-GAAP financial metrics using different methodologies. Consequently, the financial metrics presented in each company's prospective financial information disclosures and in the sections of this joint proxy statement/prospectus with respect to the opinions of the financial advisors to ORM and Ready Capital may not be directly comparable to one another.

        ORM has not made and makes no representation to Ready Capital or any ORM stockholder or Ready Capital stockholder, in the Merger Agreement or otherwise, concerning the above unaudited prospective financial information, or regarding ORM's ultimate performance compared to the unaudited prospective financial information, or that the projected results will be achieved. In light of the foregoing factors and the uncertainties inherent in the unaudited prospective financial information, ORM urges all ORM stockholders and Ready Capital stockholders not to place any reliance on such information and to review ORM's most recent SEC filings for a description of ORM's reported financial results.

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ORM Projections

        The ORM Projections were based on numerous variables and assumptions, including the following: (1) the sale of all remaining real estate properties by the end of 2019 and the reduction of real estate related income and expenses accordingly as assets are sold; (2) the reinvestment of the majority of real estate sales proceeds into new loan originations; (3) an increase in the use of the ORM line of credit to grow the loan portfolio and related loan income and interest expense; (4) an increase in management fees as equity increases pursuant to the ORM Management Agreement; (5) general and administrative expenses to remain consistent with the levels reported in ORM's Quarterly Report on Form 10-Q for the period ended September 30, 2018, as adjusted for non-recurring expenses; (6) no change in the number of outstanding shares of ORM Common Stock; and (7) ORM Common Stock distributions equal to 100% of ORM's projected REIT taxable income with the exception of capital gains from the sales of real estate properties during 2019.

        The ORM Projections were provided to the ORM Board, the ORM Special Committee's financial advisor, Barclays, Ready Capital and Ready Capital's financial advisor, KBW. The following table presents a summary of the ORM Projections for the calendar years ending 2019 through 2021 for ORM on a standalone basis.