Item 1.01. Entry into a Material Definitive Agreement.
On January 11, 2022, Ready Capital Corporation (the "Company"), Sutherland
Partners, L.P. (the "Operating Partnership") and Waterfall Asset Management, LLC
entered into an underwriting agreement (the "Underwriting Agreement") with
Morgan Stanley & Co. LLC, UBS Securities LLC, and Wells Fargo Securities, LLC,
on behalf of themselves and as representatives of the several underwriters named
therein (collectively, the "Underwriters"), in connection with the offer and
sale by the Company to the Underwriters of 7,000,000 shares of the Company's
common stock, par value $0.0001 per share, at a price of $15.30 per share. The
Underwriting Agreement contains customary representations and warranties of the
parties and indemnification and contribution provisions whereby the Company and
the Operating Partnership, on the one hand, and the Underwriters, on the other
hand, have agreed to indemnify each other against certain liabilities.
The offering closed on January 14, 2022. The Company received aggregate net
proceeds from the offering of approximately $106.6 million after deducting
offering expenses. The Company intends to contribute the net proceeds of the
offering to the Operating Partnership, which in turn will use the net proceeds
to originate or acquire the Company's target assets consistent with the
Company's investment strategy and for general corporate purposes. Pending such
anticipated uses, the Operating Partnership may use a portion of the net
proceeds from the offering to temporarily reduce borrowings outstanding under
the Company's loan repurchase agreements or credit facilities and may invest the
net proceeds of this offering in interest-bearing, short-term investments,
including money market accounts, in each case that are consistent with the
Company's intention to continue to qualify as a real estate investment trust.
The shares of the Company's common stock were offered and sold under a
prospectus supplement and related prospectus filed with the Securities and
Exchange Commission pursuant to a shelf registration statement on Form S-3 (File
Nos. 333-262104).
The foregoing description of the Underwriting Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit Description
1.1 Underwriting Agreement, dated January 11, 2022, by and among Ready
Capital Corporation, Sutherland Partners, L.P., Waterfall Asset
Management LLC, Morgan Stanley & Co. LLC, UBS Securities LLC and Wells
Fargo Securities, LLC
5.1 Opinion of Alston & Bird LLP
8.1 Opinion of Alston & Bird LLP regarding certain tax matters
23.1 Consent of Alston & Bird LLP (included in Exhibit 5.1)
23.2 Consent of Alston & Bird LLP regarding certain tax matters (included in
Exhibit 8.1)
104.1 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
© Edgar Online, source Glimpses