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).

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