Item 1.02. Termination of a Material Definitive Agreement.
The information provided in the Introduction and Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 1.02 by reference.
On
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information provided in the Introduction of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference.
On
Merger Consideration. At the effective time of the Merger (the "Effective
Time"), each share of common stock, par value
Treatment of Outstanding Equity Awards. Each award of performance restricted stock units (each a "Company Performance RSU Award") granted by the Company pursuant to its 2019 Stock Incentive Plan (the "Company Equity Plan") was cancelled as of immediately prior to the Effective Time, with the holder thereof entitled to receive a number of shares of Ready Capital Common Stock equal to the product of (i) the number of shares of Company Common Stock subject to such Company Performance RSU Award based on the achievement of the applicable performance metric measured as of immediately prior to the Effective Time and (ii) the Exchange Ratio.
Each award of restricted stock units that is not a Company Performance RSU Award granted pursuant to the Company Equity Plan (each a "Company RSU Award") was assumed by Ready Capital and converted into an award of restricted stock units with respect to a number of shares of Ready Capital Common Stock, equal to the product of (i) the total number of shares of Company Common Stock subject to such Company RSU Award as of immediately prior to the Effective Time and (ii) the Exchange Ratio (rounded to the nearest whole share), on the same terms and conditions as were applicable to such Company RSU Award as of immediately prior to the Effective Time.
Treatment of Outstanding Warrants. Each holder of a warrant (whether designated
as public warrants, private warrants or otherwise) representing the right to
purchase shares of Company Common Stock pursuant to that certain Warrant
Agreement, dated as of
The definitive joint proxy statement/prospectus, filed with the
The Merger Agreement previously filed as Exhibit 2.1 to the Company's Current
Report on Form 8-K filed with the
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information provided in the Introduction and Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 3.01 by reference.
On
The Company intends to file a certification on Form 15 with the
Item 3.03. Material Modification to Rights of Security Holders.
The information provided in the Introduction, Item 2.01 and Item 3.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
At the Effective Time, each holder of a share of Company Common Stock that was outstanding immediately prior to the Effective Time (other than the Cancelled Shares) shall cease to have any rights with respect thereto, except the right to receive (i) the Merger Consideration, (ii) any dividends or other distributions in accordance with the Merger Agreement and (iii) any cash to be paid in lieu of any fractional shares of Ready Capital Common Stock in accordance with the Merger Agreement, in each case, to be issued or paid in consideration therefor upon the surrender of the certificate representing such share or the surrender of a book-entry share, in accordance with the Merger Agreement.
The rights of holders of Ready Capital Common Stock are governed by Ready Capital's Articles of Amendment and Restatement, as amended, including the Articles Supplementary thereto, and Ready Capital's Amended and Restated Bylaws. The description of Ready Capital Common Stock has previously been set forth in the section entitled "Description of Ready Capital Stock" in the definitive joint proxy statement/prospectus, which section is hereby incorporated into this Item 3.03 by reference.
Item 5.01. Changes in Control of Registrant.
The information provided in the Introduction, Item 2.01 and Item 3.03 of this Current Report on Form 8-K is incorporated into this Item 5.01 by reference.
On
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information provided in the Introduction and Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.02 by reference.
As of the Effective Time, as contemplated by the Merger Agreement (and not
because of any disagreement with the Company), the Company's directors ceased
serving in such capacity. These directors are
As of the Effective Time, as contemplated by the Merger Agreement, the Company's 2019 Stock Incentive Plan was terminated.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, datedFebruary 26, 2023 , by and amongBroadmark Realty Capital Inc. , Ready Capital Corporation andRCC Merger Sub, LLC (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K (File No. 001-39134) filed with theSEC onFebruary 28, 2023 ). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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