NEW YORK, March 29, 2019 /PRNewswire/ -- Ready Capital
Corporation (NYSE: RC) ("Ready Capital") and Owens Realty Mortgage,
Inc. (NYSE American: ORM) ("ORM") jointly announced today that they
have completed the previously announced merger pursuant to the
terms of the Agreement and Plan of Merger, dated as of November 7, 2018, by and among Ready Capital, ORM
and ReadyCap Merger Sub, LLC, a Delaware limited liability company and a
wholly owned subsidiary of Ready Capital (the "Merger Agreement").
As of this morning, ORM ceased to be publicly traded and its common
stock was suspended from trading on the NYSE American. The combined
company will conduct business under the name "Ready Capital
Corporation" and will continue to trade on the New York Stock
Exchange under the ticker symbol "RC."
Each outstanding share of common stock, par value $0.01 per share, of ORM ("ORM Common Stock")
(other than shares held by Ready Capital or Merger Sub or by any
wholly owned subsidiary of Ready Capital, Merger Sub or ORM, which
were automatically cancelled and retired and ceased to exist) was
converted into the right to receive from Ready Capital 1.441 newly
issued shares of common stock, par value $0.0001 per share, of Ready Capital (the "Ready
Capital Common Stock"). No fractional shares of Ready Capital
Common Stock were issued in the merger, and the value of any
fractional interests to which a former holder of ORM Common Stock
is otherwise entitled will be paid in cash.
In addition, pursuant to the Merger Agreement, the size of Ready
Capital's board of directors was increased from six to seven
members upon the closing of the merger, and Gilbert E. Nathan, an independent director of
ORM, was appointed to Ready Capital's board of directors.
"With today's closing, we reach another important milestone
toward our vision of building a full service platform with
scale. The growing breadth of the combined businesses will
continue to allow us to effectively deploy capital across
attractive asset classes and economic cycles. This investment
approach, which emphasizes return consistency and downside
protection, will provide all our shareholders with the most
attractive risk-adjusted returns over the long-term," stated
Thomas Capasse, Chairman and Chief
Executive Officer.
Safe Harbor Statement
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 current expectations and
beliefs of Ready Capital and ORM 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;
neither Ready Capital nor ORM can give any assurance that its
expectations will be attained.
Factors that could cause actual results to differ materially
from the Company's expectations include, but are not limited to,
the effect of the merger on Ready Capital's operating results and
businesses generally; the outcome of any legal proceedings relating
to the merger; changes in future loan acquisition and production;
the ability to retain key personnel; availability of suitable
investment opportunities; changes in interest rates; changes in the
yield curve; changes in prepayment rates; the availability and
terms of financing; general economic conditions; market conditions;
conditions in the market for small balance commercial loans and
other investments; and other factors, including those set forth in
the Risk Factors section of Ready Capital's most recent Annual
Report on Form 10-K filed with the SEC, those set forth in the
Risk Factors section of ORM's most recent Annual Report on Form
10-K filed with the SEC, those set forth in the Risk Factors
section in the definitive joint proxy statement/prospectus relating
to the merger filed with the SEC on February
15, 2019, and other reports filed by Ready Capital or ORM
with the SEC, copies of which are available on the SEC's website,
www.sec.gov. Neither Ready Capital nor ORM undertakes any
obligation to update these statements for revisions or changes
after the date of this release, except as required by law.
About Ready Capital Corporation
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 over 400
lending professionals nationwide. Ready Capital is externally
managed and advised by Waterfall Asset Management,
LLC.
About Owens Realty Mortgage, Inc.
Owens Realty
Mortgage, Inc., a Maryland
corporation, is a specialty finance mortgage company organized to
qualify as a real estate investment trust ("REIT") that focuses on
the origination, investment, and management of commercial real
estate mortgage loans. ORM provides customized, short-term
acquisition and transition capital to small balance and
middle-market investors that require speed and flexibility. ORM's
primary objective is to provide investors with attractive current
income and long-term shareholder value. Owens Realty Mortgage, Inc.
is headquartered in Walnut Creek,
California, and is externally managed and advised by Owens
Financial Group, Inc.
Advisors
Keefe, Bruyette & Woods, Inc.
acted as financial advisor and Clifford Chance US LLP acted as
legal advisor to Ready Capital. Barclays Capital Inc. acted
as financial advisor and Vinson & Elkins LLP acted as legal
advisor to ORM.
Contact
Investor Relations
Ready Capital Corporation
212-257-4666
InvestorRelations@readycapital.com
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SOURCE Ready Capital Corporation