Toggle SGML Header (+)


Section 1: 8-K (8-K)

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported)
October 25, 2019

 

READY CAPITAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

Maryland

 

001-35808

 

90-0729143

(State or Other Jurisdiction
Of Incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

1251 Avenue of the Americas,

50th Floor

New York, NY 10020

(Address of principal executive offices)
(Zip Code)

 

Registrant’s telephone number, including area code: (212) 257-4600

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

 

RC

 

New York Stock Exchange

7.00% Convertible Senior Notes due 2023

 

RCA

 

New York Stock Exchange

6.50% Senior Notes due 2021

 

RCP

 

New York Stock Exchange

6.20% Senior Notes due 2026

 

RCB

 

New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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 13(a) of the Exchange Act.   o

 

 

 


 

Item 3.02              Unregistered Sales of Equity Securities.

 

On October 25, 2019, Ready Capital Corporation (the “Company”) acquired all of the outstanding membership interests of Knight Capital LLC (“Knight”), a leading technology-driven platform that provides working capital to small and medium sized businesses across all 50 states, in exchange for cash and 658,771 shares of common stock, par value $0.0001 per share, of the Company issued to the former members of Knight in a private placement transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. No general solicitation or underwriters were involved in the issuance.

 

The Company issued a press release on October 31, 2019 announcing the acquisition. A copy of the press release is furnished herewith as Exhibit 99.1 to this Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number

 

Description

 

 

 

99.1

 

Press release issued by Ready Capital Corporation, dated October 31, 2019

 

2


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

Ready Capital Corporation

 

 

 

 

 

 

 

 

 

 

By:

/s/ Andrew Ahlborn

 

 

Name:

Andrew Ahlborn

 

 

Title:

Chief Financial Officer

 

Dated: October 31, 2019

 

3


(Back To Top)

Section 2: EX-99.1 (EX-99.1)

Exhibit 99.1

 

 

Ready Capital Acquires Knight Capital

 

Expands Funding Solutions to Small Businesses Through Acquisition of Technology-Driven Working Capital
Finance Platform

 

New York, New York, October 31, 2019 / PRNewswire / — Ready Capital Corporation (NYSE:RC) (“Ready Capital” or the “Company”), a multi-strategy real estate finance company that originates, acquires, finances and services small to medium-sized balance commercial loans, today announced it has acquired Knight Capital LLC (“Knight Capital”).

 

Knight Capital is a leading technology-driven platform that provides working capital to small and medium sized businesses across all 50 states. Through its business funding platform, Knight Capital supports business operations by offering a faster alternative to conventional bank funding. Knight Capital achieves a competitive edge within its industry through the use of proprietary technology to enable more efficient underwriting as well as industry-leading best practices and high customer satisfaction rates.

 

“The acquisition of Knight Capital expands Ready Capital’s product offering to small businesses and does so on a platform that has achieved scale.” said Tom Capasse, Ready Capital’s Chairman and Chief Executive Officer. “Furthermore, the addition of Knight Capital will allow us to leverage its proprietary technology to further increase the efficiency of Ready Capital’s lending platform, enhance our borrowers’ experience and expand existing customer acquisition channels.”

 

Ready Capital acquired all of the outstanding membership interests of Knight Capital in exchange for cash and 658,771 shares of Ready Capital common stock issued to the former members of Knight Capital in a private placement transaction.

 

About Ready Capital

 

Ready Capital Corporation (NYSE: RC) is a multi-strategy real estate finance company that originates, acquires, finances and services small- to medium-sized balance commercial loans. Ready Capital specializes in loans backed by commercial real estate, including agency multifamily, investor and bridge as well as SBA 7(a) business loans. Headquartered in New York, New York, Ready Capital employs 400 lending professionals nationwide. The Company is externally managed and advised by Waterfall Asset Management, LLC.

 

Safe Harbor / Forward Looking Statements

 

This press release contains statements that constitute “forward-looking statements,” as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbor provided by the same. These statements are based on management’s current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements; the Company can give no assurance that its expectations will be attained. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

 

Advisors

 

Keefe, Bruyette & Woods, Inc., A Stifel Company, acted as financial advisor and Alston & Bird LLP acted as legal advisor to Ready Capital in the transaction.  Piper Jaffray & Co. acted as financial advisor and Greenberg Traurig, P.A. acted as legal advisor to Knight Capital. ICR, LLC acted as communication advisor.

 

Contact

Investor Relations
Ready Capital Corporation
212-257-4666
[email protected]

 


(Back To Top)