Ready Capital Corporation Stockholders Approve Issuance of Common Stock in Merger with Broadmark Realty Capital Inc.
May 30 2023 - 4:15PM
Ready Capital Corporation (NYSE:RC) (“Ready Capital” or the
“Company”) today announced that at the special meeting of
stockholders held today, conducted by means of a virtual meeting
held live over the internet, its stockholders approved the issuance
of the Company’s common stock pursuant to the terms of the
previously announced merger agreement with Broadmark Realty Capital
Inc. (“Broadmark”). Pursuant to the merger agreement, Ready Capital
will acquire Broadmark through Broadmark’s merger with and into a
wholly owned subsidiary of Ready Capital (the “Merger”).
The Merger is expected to close on May 31, 2023,
subject to customary closing conditions. As a result of the Merger,
among other things, each share of common stock of Broadmark
outstanding at the effective time of the Merger will be converted
into the right to receive from Ready Capital 0.47233 shares of
common stock, par value $0.0001 per share, of Ready Capital (“Ready
Capital Common Stock”). Cash will be paid in lieu of fractional
shares of Ready Capital Common Stock that would have been received
as a result of the Merger.
Broadmark also announced that its stockholders
have approved the Merger.
Forward-Looking Statements
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 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; Ready
Capital cannot give any assurance that its expectations will be
attained. Factors that could cause actual results to differ
materially from expectations include, but are not limited to, risks
related to disruption of management attention from the ongoing
business operations due to the Merger; the effect of the
announcement of the Merger on the operating results and businesses
generally of Ready Capital and Broadmark; the outcome of any legal
proceedings relating to the Merger; 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; inflationary pressures on
the capital markets and the general economy; conditions in the
market for small balance commercial loans and other investments;
legislative and regulatory changes that could adversely affect the
businesses of Ready Capital and Broadmark; risks related to
integrating an existing lending platform into our operations; risks
related to the origination and ownership of construction loans and
other assets, which are typically short-term loans that are subject
to additional risks as compared to loans secured by existing
structures or land; risks related to the origination and ownership
of bridge loans and other assets, which are typically short-term
loans that are subject to higher interest rates, transaction costs
and uncertainty on loan repayment; risks relating to any future
impact of the COVID-19 pandemic, including the responses of
governments and industries, on the real estate sector. All such
factors are difficult to predict, including those risks set forth
in Ready Capital’s Proxy Statement/Prospectus filed with the SEC on
April 20, 2023, annual reports on Form 10-K, quarterly reports on
Form 10-Q, and current reports on Form 8-K that are available on
Ready Capital’s website at http://www.readycapital.com and on the
SEC’s website at http://www.sec.gov. The forward-looking statements
included in this press release are made only as of the date hereof.
Readers are cautioned not to place undue reliance on these
forward-looking statements that speak only as of the date hereof.
Ready Capital undertakes no obligation to update these
forward-looking statements to reflect subsequent events or
circumstances, except as required by applicable 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 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 500 lending professionals nationwide.
The company is externally managed and advised by Waterfall Asset
Management, LLC.
Contact
Investor Relations Ready Capital Corporation212-257-4666
InvestorRelations@readycapital.com
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