Ready Capital Corp S-3, filed Jul 24, 2020

Ready Capital Corp (RC)

S-3 2020-07-24

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	Maryland			90-0729143
	(State or other jurisdiction of incorporation)			(I.R.S. Employer Identification No.)

	Large accelerated filer ☐			Accelerated filer ☒
	Non-accelerated filer ☐			Smaller reporting company ☐
	Emerging growth company ☐

CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered(1)(2)	Amount to be registered		Proposed maximum Aggregate offering price(5)(6)			Amount of registration fee(7)
Common Stock, Preferred Stock, Depositary Shares(3), Debt Securities, Warrants and Rights		(4 )(5)		$	1,000,000,000		$	129,800

	Page
ABOUT THIS PROSPECTUS		1
SUMMARY INFORMATION		2
RISK FACTORS		3
FORWARD-LOOKING STATEMENTS		4
USE OF PROCEEDS		6
SELLING SECURITYHOLDERS		7
PLAN OF DISTRIBUTION		8
DESCRIPTION OF SECURITIES		9
DESCRIPTION OF COMMON STOCK		10
DESCRIPTION OF PREFERRED STOCK		15
DESCRIPTION OF DEPOSITARY SHARES		17
DESCRIPTION OF DEBT SECURITIES		19
DESCRIPTION OF WARRANTS		22
DESCRIPTION OF RIGHTS		23
CERTAIN PROVISIONS OF THE MARYLAND GENERAL CORPORATION LAW AND OUR CHARTER AND BYLAWS		24
THE OPERATING PARTNERSHIP AGREEMENT		28
U.S. FEDERAL INCOME TAX CONSIDERATIONS		32
BOOK-ENTRY SECURITIES		65
LEGAL MATTERS		66
EXPERTS		67
WHERE YOU CAN FIND MORE INFORMATION		68
INCORPORATION BY REFERENCE		69

Document			Period
Annual Report on Form 10-K (File No. 001-35808)			Year ended December 31, 2019
Annual Report on Form 10-K/A (File No. 001-35808)			Year ended December 31, 2019
Quarterly Report on Form 10-Q (File No. 001-35808)			Quarter ended March 31, 2020
Current Report on Form 8-K (File No. 001-35808)			January 7, 2020
Form 12b-25 (File No. 001-35808)			April 30, 2020
Current Report on Form 8-K (File No. 001-35808)			June 24, 2020
Current Report on Form 8-K (File No. 001-35808)			July 20, 2020
Definitive Proxy Statement on Schedule 14A (File No. 001-35808)			May 14, 2020
Description of our common stock contained in our Registration Statement on Form 8-A (“Form 8-A”) as updated by Exhibit 4.11 to the Annual Report on Form 10-K for the year ended December 31, 2019 (“Exhibit 4.11”) (File No. 001-35808)			February 6, 2013 (Form 8-A) March 12, 2020 (Exhibit 4.11)

SEC registration fee	$	86,316.64
Printing and engraving expenses	$	5,000
Trustee and Registrar fees and expenses	$	14,000
Legal fees and expenses	$	100,000
Accounting fees and expenses	$	3,000
Miscellaneous	$	6,683.36
Total	$	215,000

	Exhibit No.
	1.1*			Form of Underwriting Agreement by and among Ready Capital Corporation and the underwriters named therein.
	2.1**			Agreement and Plan of Merger, dated as of April 6, 2016, by and among ZAIS Financial Corp., ZAIS Financial Partners, L.P., ZAIS Merger Sub, LLC, Sutherland Asset Management Corporation and Sutherland Partners, L.P. (incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K filed April 7, 2016).
	2.2**			Amendment No. 1 to the Agreement and Plan of Merger, dated as of May 9, 2016, by and among ZAIS Financial Corp., ZAIS Financial Partners, L.P., ZAIS Merger Sub, LLC, Sutherland Asset Management Corporation and Sutherland Partners, L.P. (incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K filed May 9, 2016).
	2.3**			Amendment No. 2 to the Agreement and Plan of Merger, dated as of August 4, 2016, by and among ZAIS Financial Corp., ZAIS Financial Partners, L.P., ZAIS Merger Sub, LLC, Sutherland Asset Management Corporation and Sutherland Partners, L.P. (incorporated by reference to Exhibit 2.3 of the Registrant’s Current Report on Form 8-K filed November 4, 2016).
	2.4**			Agreement and Plan of Merger, by and among Registrant, ReadyCap Merger Sub LLC and Owens Realty Mortgage, Inc., dated as of November 7, 2018 (incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K filed November 9, 2018).
	3.1**			Articles of Amendment and Restatement of ZAIS Financial Corp., incorporated by reference to Exhibit 3.1 of the Registrant’s Form S-11, as amended (Registration No. 333-185938).
	3.2**			Articles Supplementary of ZAIS Financial Corp., incorporated by reference to Exhibit 3.2 of the Registrant’s Form S-11, as amended (Registration No. 333-185938).
	3.3**			Articles of Amendment and Restatement of Sutherland Asset Management Corporation (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed November 4, 2016).
	3.4**			Articles of Amendment of Ready Capital Corporation (incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed on September 26, 2018).
	3.5**			Amended and Restated Bylaws of Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K filed on September 26, 2018).
	4.1**			Specimen Common Stock Certificate of Ready Capital Corporation (incorporated by reference to Exhibit 4.1 to the Registrant’s Form S-4 filed on December 13, 2018).
	4.2**			Indenture, dated February 13, 2017, by and among ReadyCap Holdings, LLC, as issuer, Sutherland Asset Management Corporation, Sutherland Partners, L.P., Sutherland Asset I, LLC and ReadyCap Commercial, LLC, each as guarantors, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed February 13, 2017).
	4.3**			First Supplemental Indenture, dated February 13, 2017, by and among ReadyCap Holdings, LLC, as issuer, Sutherland Asset Management Corporation, Sutherland Partners, L.P., Sutherland Asset I, LLC, ReadyCap Commercial, LLC, each as guarantors and U.S. Bank National Association, as trustee and as collateral agent, including the form of 7.5% Senior Secured Notes due 2022 and the related guarantees (incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K filed February 13, 2017).

	Exhibit No.
	4.4**			Indenture, dated as of August 9, 2017, by and between Sutherland Asset Management Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K filed August 9, 2017).
	4.5**			First Supplemental Indenture, dated as of August 9, 2017, by and between Sutherland Asset Management Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 of the Registrant’s Current Report on Form 8-K filed August 9, 2017).
	4.6**			Second Supplemental Indenture, dated as of April 27, 2018, by and between Sutherland Asset Management Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K filed April 27, 2018).
	4.7**			Third Supplemental Indenture, dated as of February 26, 2019, by and between Ready Capital Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.7 of the Registrant’s Current Report on Form 10-K filed March 13, 2019).
	4.8**			Amendment No. 1, dated as of February 26, 2019, to the First Supplemental Indenture, dated as of August 9, 2017, by and between Ready Capital Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.8 of the Registrant’s Current Report on Form 10-K filed March 13, 2019).
	4.9**			Amendment No. 1, dated as of February 26, 2019, to the Second Supplemental Indenture, dated as of April 27, 2018, by and between Ready Capital Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.9 of the Registrant’s Current Report on Form 10-K filed March 13, 2019).
	4.10**			Fourth Supplemental Indenture, dated as of July 22, 2019, by and between Ready Capital Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 of the Registrant’s Current Report on Form 8-K filed July 22, 2019).
	4.11*			Form of Certificate for Preferred Stock of Ready Capital Corporation.
	4.12*			Form of Articles Supplementary with respect to any shares of Preferred Stock.
	4.13*			Form of Depositary Agreement.
	4.14*			Form of Depositary Receipt.
	4.15+			Form of Indenture.
	4.16*			Form of Warrant Certificate.
	4.17*			Form of Warrant Agreement.
	4.18*			Form of Rights Agreement.
	4.19*			Form of Rights Certificate.
	5.1+			Opinion of Clifford Chance US LLP as to legality.
	8.1+			Opinion of Clifford Chance US LLP with respect to tax matters.
	10.1**			Third Amended and Restated Agreement of Limited Partnership of Sutherland Partners, L.P., dated as of March 5, 2019, by and among Ready Capital Corporation, as General Partner, and the limited partners listed on Exhibit A thereto (incorporated by reference to Exhibit 10.8 of the Registrant’s Current Report on Form 10-K filed March 13, 2019).
	23.1+			Consent of Deloitte & Touche LLP.
	23.2+			Consent of Clifford Chance US LLP (included in Exhibit 5.1).
	23.3+			Consent of Clifford Chance US LLP (included in Exhibit 8.1).

	Exhibit No.
	24.1+			Power of Attorney (included on signature page of this Form S-3).
	25.1+			Statement of Eligibility under the Trust Indenture Act of 1939 of U.S. Bank National Association (Form T-1).

Signatures	Title	Date
By: /s/ Thomas E. Capasse Thomas E. Capasse	Chief Executive Officer, Chairman of the Board of Directors	July 24, 2020
By: /s/ Andrew Ahlborn Andrew Ahlborn	Chief Financial Officer (Principal Accounting and Financial Officer)	July 24, 2020
By: /s/ Jack J. Ross Jack J. Ross	President and Director	July 24, 2020
By: /s/ Frank P. Filipps Frank P. Filipps	Director	July 24, 2020
By: /s/ Gilbert E. Nathan Gilbert E. Nathan	Director	July 24, 2020
By: /s/ Andrea Petro Andrea Petro	Director	July 24, 2020

Trust Indenture Act Section	Indenture Section
310 (a)(1)		7.10
(a)(2)		7.10
(a)(3)		N.A.
(a)(4)		N.A.
(a)(5)		7.10
(b)		7.08;7.10
311 (a)		7.11
(b)		7.11
(c)		N.A.
312 (a)		2.07
(b)		12.04
(c)		12.04
313 (a)		7.06
(b)		7.06
(c)		7.06;12.03
(d)		7.06
314 (a)		4.02;4.04
(b)		N.A.
(c)(1)		12.05
(c)(2)		12.05
(c)(3)		N.A.
(d)		N.A.
(e)		12.05
(f)		12.05
315 (a)		7.01(b)
(b)		7.05;12.03
(c)		7.01(a)
(d)		7.01(c)
(e)		6.13
316 (a) (last sentence)		12.06
(a)(1)(A)		6.05
(a)(1)(B)		6.04
(a)(2)		N.A.
(b)		6.08
(c)		12.03
317 (a)(1)		6.09
(a)(2)		6.10
(b)		2.06
318 (a)		12.03

Article I DEFINITIONS AND INCORPORATION BY REFERENCE		1

Section 1.01.	Definitions	1
Section 1.02.	Incorporation by Reference of Trust Indenture Act	3
Section 1.03.	Rules of Construction	3

Article II THE SECURITIES		4

Section 2.01.	Form and Dating	4
Section 2.02.	Amount Unlimited; Issuable in Series	4
Section 2.03.	Denominations	5
Section 2.04.	Execution and Authentication	5
Section 2.05.	Registrar and Paying Agent	5
Section 2.06.	Paying Agent to Hold Money in Trust	5
Section 2.07.	Securityholder Lists	6
Section 2.08.	Transfer and Exchange	6
Section 2.09.	Replacement Securities	7
Section 2.10.	Outstanding Securities	7
Section 2.11.	Temporary Securities	7
Section 2.12.	Cancellation	7
Section 2.13.	Defaulted Interest	8
Section 2.14.	CUSIP Numbers	8

Article III REDEMPTION		8

Section 3.01.	Company's Option to Redeem	8
Section 3.02.	Notices to Trustee	8
Section 3.03.	Selection of Securities to be Redeemed	8
Section 3.04.	Notice of Redemption at the Company's Option	9
Section 3.05.	Effect of Notice of Redemption	9
Section 3.06.	Deposit of Redemption Price	10
Section 3.07.	Holder's Right to Require Redemption	10
Section 3.08.	Procedure for Requiring Redemption	10
Section 3.09.	Securities Redeemed in Part	10


Article IV COVENANTS		11

Section 4.01.	Payment of Securities	11
Section 4.02.	Reporting	11
Section 4.03.	Corporate Existence	11
Section 4.04.	Compliance Certificate	12
Section 4.05.	Further Instruments and Acts	12

Article V SUCCESSOR CORPORATION		12

Section 5.01.	Company may Consolidate, etc., only on Certain Terms	12
Section 5.02.	Successor Corporation Substituted	12

Article VI DEFAULTS AND REMEDIES		13

Section 6.01.	Events of Default	13
Section 6.02.	Acceleration	14
Section 6.03.	Other Remedies	14
Section 6.04.	Waiver of Existing Defaults	15
Section 6.05.	Control by Majority	15
Section 6.06.	Payments of Securities on Default; Suit Therefor	15
Section 6.07.	Limitation on Suits	15
Section 6.08.	Rights of Holders to Receive Payment and to Demand Conversion	16
Section 6.09.	Collection Suit by Trustee	16
Section 6.10.	Trustee May File Proofs of Claim	16
Section 6.11.	Restoration of Positions	16
Section 6.12.	Priorities	17
Section 6.13.	Undertaking for Costs	17
Section 6.14.	Stay, Extension or Usury Laws	17
Section 6.15.	Liability of Stockholders, Officers, Directors and Incorporators	18

Article VII TRUSTEE		18

Section 7.02.	Rights of Trustee	19
Section 7.03.	Individual Rights of Trustee	20
Section 7.04.	Trustee's Disclaimer	20
Section 7.05.	Notice of Defaults	20
Section 7.06.	Reports by Trustee	21
Section 7.07.	Compensation and Indemnity	21
Section 7.08.	Replacement of Trustee	22
Section 7.09.	Successor Trustee by Merger, Etc	23
Section 7.10.	Eligibility; Disqualification	23
Section 7.11.	Preferential Collection of Claims	23

Article VIII DISCHARGE OF INDENTURE		23

Section 8.01.	Termination of the Company's Obligations	23
Section 8.02.	Application of Trust Money	24
Section 8.03.	Repayment to the Company	24

Article IX AMENDMENTS, SUPPLEMENTS AND WAIVERS		25

Section 9.01.	Without Consent of Holders	25
Section 9.02.	With Consent of Holders	25
Section 9.03.	Compliance with Trust Indenture Act	26
Section 9.04.	Revocation and Effect of Consents	26
Section 9.05.	Notation on or Exchange of Securities	26
Section 9.06.	Trustee to Sign Amendments, Etc	27

Article X CONVERSION OR EXCHANGE OF SECURITIES		27

Section 10.01.	Provisions Relating to Conversion or Exchange of Securities	27

Article XI SINKING OR PURCHASE FUNDS		27

Section 11.01.	Provisions Relating to Sinking or Purchase Funds	27

Article XII MISCELLANEOUS		28

Section 12.01.	Trust Indenture Act Controls	28
Section 12.02.	Supplemental Indentures Contract	28
Section 12.03.	Notices	28
Section 12.04.	Communication by Holders with Other Holders	29
Section 12.05.	Certificate and Opinion as to Conditions Precedent	29
Section 12.06.	When Treasury Securities Disregarded	29
Section 12.07.	Rules by Trustee, Paying Agent, Registrar	30
Section 12.08.	Legal Holidays	30
Section 12.09.	Governing Law and Submission to Jurisdiction; Waiver of Jury Trial	30
Section 12.10.	Actions by the Company	30
Section 12.11.	No Adverse Interpretation of Other Agreements	30
Section 12.12.	Successors	30
Section 12.13.	Duplicate Originals	31
Section 12.14.	Table of Contents, Headings, etc	31
Section 12.15.	U.S.A. PATRIOT Act	31
Section 12.16.	Force Majeure	31

if to the Company:	Ready Capital Corporation
	1151 Avenue of the Americas, 50th Floor
	New York, New York 10020
	Attention: Chief Financial Officer

	Email: AAhlborn@waterfallam.com

if to the Trustee:	U.S. Bank, National Association,
	60 Livingston Avenue St. Paul, MN 55107
	Attention: Global Corporate Trust Services

Table of Contents
		Page

	READY CAPITAL CORPORATION

	By:
		Name: [●]
		Title: [●]

	U.S. BANK NATIONAL ASSOCIATION, as Trustee

	By:
		Name: [●]
		Title: [●]

	U.S. Bank, National Association, as Trustee

	By:
		Authorized Signatory

	Dated:

Maryland	90-0729143
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

	3/31/2020
Assets
Cash and Balances Due From	$	46,699,020
Depository Institutions
Securities		122,149,987
Federal Funds		2,807
Loans & Lease Financing Receivables		316,711,655
Fixed Assets		9,075,777
Intangible Assets		12,477,802
Other Assets		26,012,043
Total Assets	$	533,129,091

Liabilities
Deposits	$	405,823,094
Fed Funds		1,428,527
Treasury Demand Notes		0
Trading Liabilities		1,392,214
Other Borrowed Money		55,078,404
Acceptances		0
Subordinated Notes and Debentures		3,850,000
Other Liabilities		14,338,298
Total Liabilities	$	481,910,537

Equity
Common and Preferred Stock		18,200
Surplus		14,266,915
Undivided Profits		36,132,907
Minority Interest in Subsidiaries		800,532
Total Equity Capital	$	51,218,554

Total Liabilities and Equity Capital	$	533,129,091