Ready Capital Corp 8-K, filed Mar 24, 2025
Ready Capital Corp (RC)
About this 8-K
Ready Capital Corp filed this 8-K on March 24, 2025, reporting on events of March 21, 2025.
Items reported
- Item 9.01: Financial statements and exhibits
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Explanatory Note
On July 9, 2021, Ready Capital Corporation (the “Company”), Sutherland Partners L.P. (the “Operating Partnership”), and Waterfall Asset Management, LLC (the “Manager”), entered into an Equity Distribution Agreement (as amended on March 8, 2022, the “Equity Distribution Agreement”) with JMP Securities LLC (the “Sales Agent”), pursuant to which the Company may sell, from time to time, shares of the Company’s common stock, par value $0.0001 per share, having an aggregate offering price of up to $150,000,000 (the “Shares”), through the Sales Agent either as agent or principal (the “Common ATM Offering”).
The Shares were initially offered pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-240086), which became effective on August 4, 2020 (the “2020 Registration Statement”). On January 11, 2022, the Company subsequently filed a new registration statement on Form S-3 (the “2022 Registration Statement”), which became effective upon filing with the Securities and Exchange Commission, to replace the prior 2020 Registration Statement. On March 8, 2022, the Company filed a prospectus supplement (the “2022 Prospectus Supplement”) pursuant to Rule 424(b)(3) related to the Shares that remained unsold pursuant to the Common ATM Offering.
On March 21, 2025, the Company filed (i) a new registration statement on Form S-3 (the “Current Registration Statement”), which became effective upon filing with the Securities and Exchange Commission, to replace the prior 2022 Registration Statement and (ii) a prospectus supplement pursuant to Rule 424(b)(3) related to the Shares that remain unsold pursuant to the Common ATM Offering.
This Current Report on Form 8-K (the “Report”) is being filed to provide exhibits to be incorporated by reference into the Current Registration Statement.
| Item 9.01. | Financial Statements and Exhibits. |
The materials that are being filed as exhibits to this Report are being filed pursuant to Item 601 of Regulation S-K in lieu of filing the otherwise required exhibits to the Current Registration Statement. This Report is incorporated by reference into the Current Registration Statement, and, as such, the Company is incorporating by reference the exhibits to this Report to cause them to be incorporated by reference into the Current Registration Statement as exhibits thereto. By filing this Report, and the exhibits hereto, however, the Company does not believe that any of the information set forth herein or in the exhibits hereto represent, either individually or in the aggregate, a “fundamental change” (as such term is used in Item 512(a)(1)(ii) of Regulation S-K) in the information set forth in, and incorporated by reference into, the Current Registration Statement.
| Exhibit | Description | |
| 5.1 | Legality Opinion of Alston & Bird LLP | |
| 8.1 | Tax Opinion of Alston & Bird LLP | |
| 23.1 | Consent of Alston & Bird LLP (included in Exhibit 5.1) | |
| 23.2 | Consent of Alston & Bird LLP (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: March 21, 2025 | By: | /s/ Andrew Ahlborn |
| Name: | Andrew Ahlborn | |
| Title: | Chief Financial Officer | |
Exhibit 5.1
90 Park Avenue
New York, NY 10016
212-210-9400 | Fax: 212-210-9444
March 21, 2025
Ready Capital Corporation
1251 Avenue of the Americas
50th Floor
New York, NY 10020
| Re: | Ready Capital Corporation - Registration Statement on Form S-3ASR |
| (Registration Statement No. 333-285998) |
Ladies and Gentlemen:
We have acted as counsel to Ready Capital Corporation, a Maryland corporation (the “Company”), in connection with a registration statement on Form S-3 (File No. 333-285998) (the registration statement, including all information deemed to be a part thereof at the time such registration statement became effective, is herein referred to as the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). We are furnishing this letter to you pursuant to Item 16 of the Commission’s Form S-3 and Item 601(b)(5) of the Commission’s Regulation S-K, in connection with the offer and sale, from time to time, by the Company of shares of the Company’s common stock, par value $0.0001 per share, having an aggregate gross sales price of up to $78,366,304 (the “Shares”), pursuant to the Company’s base prospectus, dated March 21, 2025 (the “Base Prospectus”), included in the Registration Statement, and the related prospectus supplement, dated March 21, 2025 (together with the Base Prospectus, the “Prospectus Supplement”). The Shares may be issued and sold in accordance with the terms of the Equity Distribution Agreement, dated July 9, 2021 (as amended on March 8, 2022, the “Equity Distribution Agreement”), by and between the Company, Waterfall Asset Management, LLC, a Delaware limited liability company, Sutherland Partners, L.P., a Delaware limited partnership and JMP Securities LLC as Sales Agent named therein.
In the capacity described above, we have considered such matters of law and of fact, including the examination of originals or copies, certified or otherwise identified to our satisfaction, of such records and documents of the Company, including, without limitation, the Registration Statement, the Prospectus Supplement, resolutions adopted by the board of directors of the Company and the organizational documents of the Company, certificates of officers and representatives (who, in our judgment, are likely to know the facts upon which the opinion or confirmation will be based) of the Company, certificates of public officials, and such other documents as we have deemed appropriate as a basis for the opinions hereinafter set forth. We also have made such further legal and factual examinations and investigations as we deemed necessary for purposes of expressing the opinion set forth herein. We have assumed that the Shares will not be issued or transferred in violation of the restrictions or limitations contained in the Company’s charter.
As to certain factual matters relevant to this opinion letter, we have relied upon the representations and warranties made in the agreements and other documents entered into or to be entered into by the Company in connection with the issuance of the Shares, including, without limitation, the Equity Distribution Agreement, certificates and statements of responsible officers of the Company, and certificates of public officials. Except to the extent expressly set forth herein, we have made no independent investigations with regard thereto, and, accordingly, we do not express any opinion or belief as to matters that might have been disclosed by independent verification.
In our examination of the relevant documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including telecopies). This opinion letter is given, and all statements herein are made, in the context of the foregoing.
Our opinion set forth below is limited to the laws of the State of Maryland, applicable provisions of the Constitution of the State of Maryland, and reported judicial decisions interpreting such laws and Constitution that, in our professional judgment, are normally applicable to transactions of the type contemplated by the Equity Distribution Agreement, and we do not express any opinion herein concerning any other laws.
Based upon the foregoing, and subject, in all respects, to the assumptions, qualifications, and limitations set forth in this opinion letter, it is our opinion that:
(1) The issuance of the Shares has been duly authorized and, upon due execution and delivery of the Equity Distribution Agreement by the parties thereto, and upon issuance and delivery of the Shares against full payment therefor as provided in the Equity Distribution Agreement, the Shares will be validly issued, fully paid, and non-assessable.
This opinion letter is provided for use solely in connection with the transactions contemplated by the Registration Statement and Prospectus Supplement, and may not be used, circulated, quoted, or otherwise referred to or relied upon for any other purpose without our prior written consent, which may be granted or withheld in our sole discretion. The only opinion rendered by us consists of those matters set forth in the paragraph numbered (1) above, and no opinion may be implied or inferred beyond the opinion expressly stated. Our opinion expressed herein is as of the date hereof, and we undertake no obligation to advise you of any changes in applicable law or any other matters that may come to our attention after the date hereof that may affect our opinion expressed herein.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to a Current Report on Form 8-K, which will be incorporated by reference into the Registration Statement, and to the reference to this law firm under the caption “Legal Matters” in the Prospectus Supplement constituting a part of the Registration Statement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act of 1933, as amended.
| Very truly yours, | |
| /s/ Alston & Bird LLP |
Exhibit 8.1
90 Park Avenue
New York, NY 10016
212-210-9400 | Fax: 212.210.9444
March 21, 2025
|
Ready Capital Corporation 1251 Avenue of the Americas, 50th Floor New York, NY 10020 |
Ladies and Gentlemen:
We have acted as counsel to Ready Capital Corporation, a Maryland corporation (the “Company”), in connection with the offer and sale by the Company of shares of the Company’s common stock, par value $0.0001 per share, having an aggregate gross sales price of up to $78,366,304, for issuance pursuant to a registration statement on Form S-3 (File No. 333-285998) (including the prospectus included therein, the "Registration Statement") filed on March 21, 2025, and the related prospectus supplement dated March 21, 2025 (the "Prospectus Supplement," and together with the Registration Statement, the "Prospectus"), filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and to be sold in accordance with the terms of the Equity Distribution Agreement, dated July 9, 2021 (as amended on March 8, 2022, the “Equity Distribution Agreement”), by and between the Company, Waterfall Asset Management, LLC, a Delaware limited liability company (the "Manager"), Sutherland Partners, L.P., a Delaware limited partnership (the "Operating Partnership") and JMP Securities LLC as Sales Agent named therein.
You have requested our opinion regarding (i) the qualification of the Company as a real estate investment trust (a “REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) the statements in the Registration Statement under the caption “U.S. Federal Income Tax Considerations.” Except as otherwise indicated, capitalized terms used in this opinion letter have the meanings given to them in the Prospectus.
In connection with the opinion set forth in this letter, we have made such legal and factual inquiries as we have deemed necessary or appropriate, including examination of the Articles of Amendment and Restatement of the Company, the bylaws of the Company, the Prospectus, and such other documents, records and instruments as we have deemed necessary in order to enable us to render the opinion referred to in this letter (the “Reviewed Documents”). In addition, we have been provided with, and we are relying upon, a certificate (the “Certificate of Representations”) containing certain factual representations and covenants of officers of the Company, Sutherland Partners, L.P., a Delaware limited partnership, and Waterfall Asset Management, LLC, a Delaware limited liability company, relating to, among other things, the actual and proposed operations of the Company (including the actual operations of the companies that have merged with or into the Company) and the entities in which it holds direct or indirect interests. For purposes of our opinion, however, we have not made an independent investigation of the facts, representations and covenants set forth in the Reviewed Documents and the Certificate of Representations. In particular, we note that the Company has engaged in transactions in connection with which we have not provided legal advice, and have not reviewed, and of which we may be unaware. We have assumed and relied on the representations that the information presented in the Reviewed Documents and the Certificate of Representations accurately and completely describes all material facts relevant to our opinion. We have assumed that all statements, representations, and covenants set forth in the Reviewed Documents and the Certificate of Representations are true without regard to any qualification as to knowledge or belief. Where such representations and covenants involve terms defined in the Code or the Treasury Regulations thereunder (the “Regulations”), published rulings of the Internal Revenue Service (the “Service”), or other relevant authority, we have reviewed with the individual making such representations or covenants the relevant provisions of the Code, the applicable Regulations, the published rulings of the Service, and other relevant authority. We are not, however, aware of any facts inconsistent with the representations contained in the Certificate of Representations or the facts in the Reviewed Documents. Our opinion is conditioned on the continuing accuracy and completeness of such statements, representations, and covenants. Any material change or inaccuracy in the facts referred to, set forth, or assumed herein, in the Reviewed Documents or in the Certificate of Representations may affect our opinion set forth herein.
Page 2
In rendering the opinion set forth herein, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures thereon, the legal capacity of natural persons executing such documents and the conformity to authentic original documents of all documents submitted to us as copies.
Based upon, subject to, and limited by the assumptions and qualifications set forth herein and in the Prospectus, we are of the opinion that:
| (i) | From its taxable year ended on December 31, 2016 through the date hereof, the Company has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and its proposed method of operation as described in the Prospectus and as set forth in the Certificate of Representations will enable it to continue to meet the requirements for qualification and taxation as a REIT under the Code; and |
| (ii) | The statements in the Registration Statement under the caption “U.S. Federal Income Tax Considerations,” to the extent they summarize or describe applicable U.S. federal income tax law or legal conclusions, are correct in all material respects. |
The Company’s qualification as a REIT depends on the Company’s ongoing satisfaction of the various requirements under the Code and described in the Registration Statement under the caption “U.S. Federal Income Tax Considerations,” relating to, among other things, the nature of the Company’s gross income, the composition of the Company’s assets, the level of distributions to the Company’s shareholders, and the diversity of the Company’s ownership. Alston & Bird LLP will not review the Company’s compliance with these requirements on a continuing basis. No assurances can be given that the Company will satisfy these requirements. In addition, the opinion set forth above does not foreclose the possibility that the Company may have to pay a deficiency dividend, or an excise or penalty tax, which could be significant in amount, in order to maintain its REIT qualification.
An opinion of counsel merely represents counsel’s best judgment with respect to the probable outcome on the merits and is not binding on the Service or the courts. There can be no assurance that positions contrary to our opinion will not be taken by the Service or that a court considering the issues would not hold contrary to such opinion.
The opinion expressed herein are given as of the date hereof and are based upon the Code, the Regulations promulgated thereunder, current administrative positions of the Service, and existing judicial decisions, any of which could be changed at any time, possibly on a retroactive basis. Any such changes could adversely affect the opinion rendered herein. In addition, as noted above, our opinion is based solely on the documents that we have examined and the representations that have been made to us and cannot be relied upon if any of the facts contained in such documents or in such additional information is, or later becomes, inaccurate or if any of the representations made to us is, or later becomes, inaccurate. Finally, our opinion is limited to the U.S. federal income tax matters specifically covered herein, and we have not opined on any other tax consequences to the Company or any other person, and we express no opinion with respect to other federal laws, the laws of any other jurisdiction, the laws of any state or as to any matters of municipal law or the laws of any other local agencies within any state.
Page 3
This opinion letter is provided to you for your use solely in connection with the offering of the Notes and may not be used, circulated, quoted, or otherwise referred to or relied upon by any other person or for any other purpose without our express written consent or used in any other transaction or context. No opinion other than that expressly contained herein may be inferred or implied. This opinion letter is rendered as of the date hereof and we make no undertaking, and expressly disclaim any duty, to supplement or update this opinion letter, if, after the date hereof, facts or circumstances come to our attention or changes in the law occur which could affect such opinion.
We hereby consent to the filing of this opinion letter as Exhibit 8.1 to the Prospectus, and to the reference to this firm under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not hereby admit that we are an “expert” within the meaning of the Securities Act of 1933, as amended.
| Very truly yours, | |
 | |
| ALSTON & BIRD LLP |