Material Definitive Agreement - Form 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): January 11, 2022

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, NY10020

(212) 257-4600

(Address, including zip code, and telephone number,

including area code, of registrant's principal executive offices)

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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	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	RC	New York Stock Exchange
6.25% Series C Cumulative Convertible Preferred Stock, $0.0001 par value per share	RC PRC	New York Stock Exchange
6.50% Series E Cumulative Convertible Preferred Stock, $0.0001 par value per share	RC PRE	New York Stock Exchange
7.00% Convertible Senior Notes due 2023	RCA	New York Stock Exchange
6.20% Senior Notes due 2026	RCB	New York Stock Exchange
5.75% Senior Notes due 2026	RCC	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 ¨

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.¨

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).

Signatures

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.

	READY CAPITAL CORPORATION
Date: January 14, 2022	By:	/s/ Andrew Ahlborn
	Name:	Andrew Ahlborn
	Title:	Chief Financial Officer

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