Ready Capital Corp 8-K, filed Dec 2, 2024
Ready Capital Corp (RC)
About this 8-K
Ready Capital Corp filed this 8-K on December 2, 2024.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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Item 7.01. Regulation FD Disclosure.
On December 2, 2024, Ready Capital Corporation (“Ready Capital”) announced that it entered into an Agreement and Plan of Merger, dated as of November 29, 2024 (the “Merger Agreement”), with United Development Funding IV, a Maryland real estate investment trust (“UDF IV”). Pursuant to, and subject to the terms and conditions set forth in, the Merger Agreement, Ready Capital will acquire UDF IV through UDF’s merger with and into a wholly owned subsidiary of Ready Capital (the “Merger”).
On December 2, 2024, Ready Capital issued a press release announcing the execution of the Merger Agreement. On the same day, Ready Capital made available an investor presentation in connection with the proposed Merger. A copy of the press release is attached as Exhibit 99.1 and a copy of the investor presentation is attached as Exhibit 99.2 to this Current Report on Form 8-K and are incorporated herein by reference.
The information in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 and Exhibit 99.2) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Press Release dated December 2, 2024. | |
| 99.2 | Investor Presentation dated December 2, 2024. | |
| 104.1 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
ADDITIONAL INFORMATION ABOUT THE MERGER
In connection with the proposed Merger, Ready Capital will file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that will include a prospectus of Ready Capital and a proxy statement UDF IV. Ready Capital also expects to file with the SEC other documents regarding the Merger. The Merger will be submitted to the shareholders of UDF IV for their consideration. The prospectus and UDF IV’s proxy statement will be sent to the shareholders of UDF IV and will contain important information regarding the proposed Merger and related matters. This Current Report on Form 8-K is not a substitute for the registration statement, prospectus and proxy statement that will be filed with the SEC or any other documents that Ready Capital may file with the SEC or that Ready Capital or UDF IV will send to UDF IV’s shareholders in connection with the Merger. SHAREHOLDERS OF UDF IV ARE ADVISED TO READ THE REGISTRATION STATEMENT, PROSPECTUS AND PROXY STATEMENT REGARDING THE MERGER WHEN THEY BECOME AVAILABLE (INCLUDING ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS AND SUPPLEMENTS TO THESE DOCUMENTS) CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT READY CAPITAL, UDF IV, THE PROPOSED MERGER, AND RELATED MATTERS. Shareholders of UDF IV may obtain free copies of the registration statement, the prospectus and the proxy statement, and all other documents filed or that will be filed with the SEC by Ready Capital (when they become available) at the SEC’s website at http://www.sec.gov. Copies of documents filed with the SEC by Ready Capital will be made available free of charge on Ready Capital’s website at http://www.readycapital.com, or by directing a request to its Investor Relations at (212) 257-4666; email: InvestorRelations@readycapital.com.
This communication is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements,” as such term is defined in Section 27A of the Securities Act 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 forward-looking statements are based on current assumptions, 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 can give no assurance that these forward-looking statements will be accurate. These forward-looking statements generally can be identified by phrases such as “will,” “expects,” “anticipates,” “foresees,” “forecasts,” “estimates” or other words or phrases of similar import. Similarly, statements herein that describe certain plans, expectations, goals, projections and statements about the proposed Merger, including its financial and operational impact, the benefits of the Merger, the expected timing of completion of the Merger, and other statements of management’s beliefs, intentions or goals also are forward-looking statements. It is uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they will have on the results of operations and financial condition of the combined companies. There are a number of risks and uncertainties, many of which are beyond the parties’ control, that could cause actual results to differ materially from the forward-looking statements included herein, including, but not limited to, the risk that the Merger will not be consummated within the expected time period or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the possibility that shareholders of UDF IV may not approve the Merger Agreement; the risk that the parties may not be able to satisfy the conditions to the Merger in a timely manner or at all; risks related to disruption of management’s attention from ongoing business operations due to the proposed Merger; the risk that any announcements relating to the Merger could have adverse effects on the market price of common stock of Ready Capital; the risk that the Merger and its announcement could have an adverse effect on the operating results and businesses of Ready Capital or UDF IV generally; the outcome of any legal proceedings relating to the Merger; the ability to successfully integrate the businesses following the Merger; risks related to the origination and ownership of development 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; the ability to retain key personnel; conditions in the market for mortgage-related investments; changes in interest rates; changes in the yield curve; changes in prepayment rates; the availability and terms of financing; market conditions; general economic conditions; inflationary pressures on the capital markets and the general economy; and legislative and regulatory changes that could adversely affect the business of Ready Capital or UDF IV. All such factors are difficult to predict, including those risks set forth in Ready Capital’s 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 Current Report on Form 8-K 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.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.
| READY CAPITAL CORPORATION | ||
| Date: December 2, 2024 | By: | /s/ Andrew Ahlborn |
| Name: | Andrew Ahlborn | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
Ready Capital and United Development Funding IV Announce Definitive Agreement for Ready Capital to Acquire United Development Funding IV
Adds scale and extends Ready Capital’s core platform with UDF IV’s proven land development lending platform
Diversifies Ready Capital’s portfolio and offers land development solution to borrowers and investors
Expected to be accretive to Ready Capital’s earnings and book value in 2025
UDF IV shareholders may receive up to $5.89 per UDF share through a combination of: (i) pre-closing distributions of UDF IV’s own cash from its balance sheet valued at up to $75 million, or $2.44 per share, (ii) shares issued at closing by Ready Capital for UDF IV shares valued at $94 million, or $3.07 per share, and (iii) contingent value rights with estimated future value of up to $12 million, or $0.38 per share
NEW YORK and IRVING – December 2, 2024 – Ready Capital Corporation (NYSE:RC) ("Ready Capital"), a multi-strategy real estate finance company that originates, acquires, finances and services lower-to-middle-market investor and owner-occupied commercial real estate loans, and United Development Funding IV (“UDF IV” or the “Trust”), a real estate investment trust providing capital solutions to residential real estate developers and regional homebuilders, announced today that they have entered into a definitive merger agreement pursuant to which Ready Capital will acquire UDF IV. Upon completion of the transaction, Ready Capital is anticipated to have a pro forma equity capital base in excess of $2.2 billion.
Under the terms of the merger agreement, UDF IV will be permitted to distribute up to $75 million of cash on its pre-closing balance sheet to its shareholders prior to the transaction closing (the “Pre-Closing Distribution”), representing value distributed by UDF IV to its shareholders of up to $2.44 per share.
Following such distribution, as part of the merger consideration, each share of UDF IV common stock will then be converted into 0.416 shares (the “Exchange Ratio”) of Ready Capital common stock, with UDF IV shareholders receiving a total of approximately 12.8 million shares of Ready Capital common stock. The Exchange Ratio was negotiated to reflect an adjustment for the expected Pre-Closing Distribution, as well as other valuation adjustments. Based on Ready Capital’s closing share price on November 29, 2024, the implied value of the Ready Capital shares expected to be issued in connection with this closing is approximately $94 million or $3.07 per UDF IV share. At closing, UDF IV shareholders are expected to own approximately 7% of Ready Capital’s outstanding shares.
In addition, as part of the merger consideration, UDF IV shareholders will be entitled to receive additional stock consideration after closing under contingent value rights (“CVRs”) to be issued by Ready Capital, which UDF IV management estimates will generate payments of up to $0.38 per UDF IV share over time before any accrued dividends related to such Ready Capital shares are paid.
“The UDF IV transaction will allow us to scale our portfolio and expand our core business, unlocking exciting growth and value creation opportunities,” said Thomas Capasse, Chairman and Chief Executive Officer of Ready Capital. “The acquisition of UDF IV will further differentiate our ability to provide investors and borrowers with a range of financing solutions, and we expect to leverage our resources to drive growth in the land development vertical.”
“This transaction marks an exciting milestone for UDF IV that will provide significant value and liquidity to our shareholders” said James Kenney, Managing Trustee and Chief Executive Officer of UDF IV. “The transaction enables us to make a meaningful cash distribution to our shareholders, who will also benefit from ownership in a scaled, diversified and publicly traded industry leader.”
The combined company will continue to operate under the name Ready Capital and its shares are expected to continue trading on the New York Stock Exchange under the existing ticker symbol "RC" and Waterfall Asset Management, LLC will continue to manage the combined company.
Anticipated Benefits to Ready Capital Stockholders from the Merger
| ● | Financially Compelling. Transaction is expected to generate meaningful distributable earnings accretion in 2025 and 2026, minimal book value dilution at closing with an earnback period of only one quarter, and projected returns well in excess of Ready Capital’s cost of equity capital |
| ● | Attractive Portfolio Attributes. Ready Capital is acquiring a portfolio of pure-play residential land loans concentrated in Dallas-Fort Worth, a top performing U.S. residential market, which is well positioned to benefit from significant unmet housing supply |
| ● | Catalyst for Ready Capital Residential Platform. Addition of UDF IV grows Ready Capital’s existing residential construction / single family residential lending platform, gives access to a robust pipeline of forward flow and gives Ready Capital the ability to expand into new markets with strong fundamentals |
| ● | Established Relationship. Ready Capital and Waterfall have a lengthy history with UDF IV and its affiliates, having funded more than $110 million of loans over the last 10 years with all loans to date having paid off |
Anticipated Benefits to UDF IV Shareholders from the Merger
| ● | Meaningful Upfront Cash Distribution. The transaction facilitates significant cash distributions to UDF IV shareholders, estimated to be up to $2.44 per share between now and closing of the transaction |
| ● | Provides Liquid Stock Consideration and Upside Potential. As owners of Ready Capital shares, UDF IV shareholders would own a NYSE-listed stock with a 10-day average daily volume of 1.41 million shares and a current dividend yield of 13.6% |
| ● | Future CVR Potential. Provides opportunity for UDF IV shareholders to receive contingent consideration and aligns incentives to generate further value from selected assets in the UDF IV portfolio |
| ● | Enhanced Platform; Diversification; Expertise. Enables UDF IV investors to benefit from an efficient, scalable operating platform, a diversified business model, exposure to an existing broad pool of real estate debt investments, and access to the extensive expertise and resources of Ready Capital’s external manager, Waterfall |
Additional information about the transaction and its anticipated benefits can be found in the investor presentation relating to the merger on Ready Capital's website. The investor presentation has also been furnished by Ready Capital in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on the date hereof.
Management, Governance and Corporate Headquarters
Upon completion of the merger, Ready Capital’s Chairman, Chief Executive Officer and Chief Investment Officer, Thomas Capasse, will continue to lead the company and Ready Capital executives Jack Ross, Andrew Ahlborn, Gary Taylor and Adam Zausmer will remain in their current roles. The combined company will remain headquartered in New York, New York.
CVR Details
Under the terms of the CVR, UDF IV shareholders will have the right to receive additional shares of Ready Capital common stock with a value equal to 60% of any cash received from certain UDF IV loans in excess of the outstanding principal of such loans and net of certain costs. CVR holders will also receive consideration, payable at Ready Capital’s option, in cash or additional Ready Capital shares, equal to the dividends paid on the Ready Capital shares issued under the CVRs during the period between the closing date and the share issuance date. The Trust estimates that UDF shareholders will receive approximately $0.38 in value per share from the CVR over time before accounting for any accrued dividends related to the Ready Capital shares issued.
Other Transaction Information
The transaction has been unanimously approved by the Board of Directors of Ready Capital and the Board of Trustees of UDF IV, acting upon the unanimous recommendation of a special committee of UDF IV’s independent trustees. The transaction is expected to close in the first half of 2025, subject to the approval of UDF IV shareholders and other customary closing conditions.
Advisors
Piper Sandler & Co. is serving as exclusive financial advisor to Ready Capital and Alston & Bird LLP is serving as its legal advisor. Moelis & Company LLC is serving as exclusive financial advisor to UDF IV, Gibson, Dunn & Crutcher LLP is serving as legal advisor to UDF IV and Holland & Knight LLP is serving as legal advisor to the special committee of the UDF IV Board of Trustees.
Additional Information about the Merger
In connection with the proposed merger, UDF IV expects to call a special meeting of its shareholders to approve the merger and to distribute a proxy statement and other documents to its shareholders in connection with the special meeting and Ready Capital expects to file with the SEC a registration statement on Form S-4, containing a prospectus and the UDF IV proxy statement, and other documents with respect to the proposed merger. The Ready Capital prospectus and the UDF IV proxy statement will contain important information about the proposed transaction and related matters. SHAREHOLDERS OF UDF IV ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROSPECTUS AND THE UDF IV PROXY STATEMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS TO EACH OF THEM) AND OTHER RELEVANT DOCUMENTS FILED BY READY CAPITAL WITH THE SEC AND MADE AVAILABLE BY UDF IV CAREFULLY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT READY CAPITAL, UDF IV AND THE PROPOSED MERGER.
UDF IV shareholders may obtain free copies of the registration statement, the prospectus and other relevant documents filed by Ready Capital with the SEC (if and when they become available) through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by Ready Capital with the SEC are also available free of charge on Ready Capital's website at www.readycapital.com. UDF IV shareholders may obtain free copies of the proxy statement and other relevant documents made available by UDF IV free of charge on UDF IV’s website at www.udfonline.com.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended (the “Securities Act”).
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 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 relate to, among other things, the timing of the closing of the merger, the benefits of the proposed merger, the estimated amount of the special dividend to be paid to UDF IV’s shareholders, and the estimated consideration expected to be paid under the CVRs. Such forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” or other similar words, are based on current expectations and beliefs of Ready Capital and UDF IV 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 UDF IV can provide any assurance that their expectations will be attained.
Factors that could cause actual results to differ materially from expectations include, but are not limited to, the risk that the merger will not be consummated within the expected time period or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the inability to obtain UDF IV shareholder approval of the merger or the failure to satisfy the other conditions to completion of the merger; risks that will affect the amount of the special dividend to UDF IV shareholders, including, among others, developments in litigation involving UDF IV; risks that will affect the amount of payments under the CVRs, if any, including, among others, the performance of the specified UDF IV loans and developments in litigation involving UDF IV; risks related to disruption of management attention from the ongoing business operations due to the proposed merger; the effect of the announcement of the proposed merger on the operating results and businesses generally of Ready Capital and UDF IV; 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 UDF IV; risks related to integrating an existing lending platform into Ready Capital’s operations; and other factors, including those set forth in the Risk Factors section of Ready Capital’s most recent Annual Report on Form 10- K and other reports filed by Ready Capital with the SEC, copies of which are available on the SEC's website, www.sec.gov. Neither Ready Capital nor UDF IV undertakes any obligation to update these statements for revisions or changes after the date of this press 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 lower-to-middle-market investor and owner occupied commercial real estate loans. The Company specializes in loans backed by commercial real estate, including agency multifamily, investor, construction, and bridge as well as U.S. Small Business Administration loans under its Section 7(a) program. Headquartered in New York, New York, the Company employs approximately 350 professionals nationwide.
About United Development Funding IV
United Development Funding IV is a Maryland real estate investment trust. UDF IV was formed primarily to generate current interest income by investing in secured loans and producing profits from investments in residential real estate. Additional information about UDF IV can be found on its website at www.udfiv.com. UDF IV may disseminate important information regarding its operations, including financial information, through social media platforms such as X, Facebook and LinkedIn.
Contacts:
Ready Capital
Investor Relations
Ready Capital Corporation
212-257-4666
InvestorRelations@readycapital.com
Ready Capital Media Relations
PR@readycapital.com
UDF IV
Investor Contact:
Investor Relations
1-800-859-9338
investorrelations@umth.com
Media Contact:
Mahmoud Siddig / Lucas Pers / Dylan O’Keefe
Joele Frank, Wilkinson Brimmer Katcher
(212) 895-8668
Exhibit 99.2
READY CAPITAL CORPORATION TO ACQUIRE UNITED DEVELOPMENT FUNDING IV December 2, 2024
Disclaimer 2 These materials and any presentation of which they form a part are neither an offer to sell, nor a solicitation of an offer to purchase, an interest in Ready Capital Corporation (“Ready Capital,” “RC,” or the “Company”) . In connection with the proposed merger, United Development Funding IV ("UDF IV") expects to call a special meeting of its shareholders to approve the merger and to distribute a proxy statement and other documents to its shareholders in connection with the special meeting and Ready Capital expects to file with the SEC a registration statement on Form S - 4 , containing a prospectus and the UDF IV proxy statement, and other documents with respect to the proposed merger . The Ready Capital prospectus and the UDF IV proxy statement will contain important information about the proposed transaction and related matters . SHAREHOLDERS OF UDF IV ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROSPECTUS AND THE UDF IV PROXY STATEMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS TO EACH OF THEM) AND OTHER RELEVANT DOCUMENTS FILED BY READY CAPITAL WITH THE SEC AND MADE AVAILABLE BY UDF IV CAREFULLY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT READY CAPITAL, UDF IV AND THE PROPOSED MERGER . UDF IV shareholders may obtain free copies of the registration statement, the prospectus and other relevant documents filed by Ready Capital with the SEC (if and when they become available) through the website maintained by the SEC at www . sec . gov . Copies of the documents filed by Ready Capital with the SEC are also available free of charge on Ready Capital's website at www . readycapital . com . UDF IV shareholders may obtain free copies of the proxy statement and other relevant documents made available by UDF IV free of charge on UDF IV’s website at www . udfonline . com . Certain information relating to UDF IV and its affiliates contained in this presentation was provided by UDF IV . Neither the Company nor any of its representatives or affiliates makes any representation or warranty, express or implied, as to the accuracy or completeness of the information contained herein and Company and its representatives disclaim all liability to the recipient relating to, or resulting from, the use of this information . Nothing contained in this document is, or shall be relied upon as a promise or representation as to the past, current or future performance of Company . There is no guarantee that any of the estimates, targets or projections illustrated in these materials and any presentation of which they form a part will be achieved . Any references herein to any of the Company’s past or present investments or its past or present performance, have been provided for illustrative purposes only . It should not be assumed that these investments were or will be profitable or that any future investments by the Company will be profitable or will equal the performance of these investments . Past performance is not indicative of future results and there can be no assurance that the Company will achieve comparable results in the future . This presentation contains statements that constitute "forward - looking statements," as such term is defined in Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E 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 management’s current expectations and beliefs 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 ; the Company can give no 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 risk that the merger will not be consummated within the expected time period or at all ; the occurrence of any event, change or circumstance that could give rise to the termination of the merger agreement ; the inability to obtain stockholder approvals relating to the merger and issuance of shares in connection therewith or the failure to satisfy the other conditions to completion of the merger ; risks related to the disruption of management attention from ongoing business operations due to the proposed merger ; the effect of the announcement of the proposed merger on the Company’s and UDF IV’s operating results and businesses generally ; the outcome of any legal proceedings relating to the merger ; applicable regulatory changes ; general volatility of the capital markets ; inflationary pressures on the capital markets and the general economy ; changes in the Company’s investment objectives and business strategy ; the availability of financing on acceptable terms or at all ; the availability, terms and deployment of capital ; the availability of suitable investment opportunities ; changes in interest rates or the general economy ; increased rates of default and/or decreased recovery rates on investments ; changes in interest rates, interest rate spreads, the yield curve or prepayment rates ; changes in prepayments of Company’s assets ; the degree and nature of competition, including competition for the Company’s target assets ; 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 ; and other factors, including those set forth in the Risk Factors section of the Company’s most recent Annual Report on Form 10 - K filed with the SEC, and other reports filed by the Company with the SEC, copies of which are available on the SEC’s website, www . sec . gov . The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law . This presentation also contains market statistics and industry data which are subject to uncertainty and are not necessarily reflective of market conditions . These have been derived from third party sources and have not been independently verified by the Company or its affiliates . All material presented is compiled from sources believed to be reliable and current, but accuracy cannot be guaranteed . All data is as of September 30 , 2024 , unless otherwise noted . This presentation includes certain non - GAAP financial measures, including Distributable Earnings . These non - GAAP financial measures should be considered only as supplemental to, and not as superior to, financial measures in accordance with GAAP . Please refer to the Appendix contained in the Company’s most recent Supplemental Financial Data presentation furnished to the SEC and available at www . sec . gov for the most recent GAAP information . Market data and industry information presented throughout this presentation are based on management's knowledge of the industry and the good faith estimates of management . Management also relied, to the extent available, upon management's review of independent industry surveys and publications and other publicly available information prepared by a number of third party sources . All of the market data and industry information used in this presentation involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates . Although the Company believes that these sources are reliable, the Company cannot guarantee the accuracy or completeness of this information, and it has not independently verified this information . While the Company believes the estimated market position, market opportunity and market size information included in this presentation are generally reliable, such information, which is derived in part from management's estimates and beliefs, is inherently uncertain and imprecise . No representations or warranties are made by the Company or any of its affiliates as to the accuracy of any such statements or projections . Projections, assumptions and estimates of the Company’s future performance and the future performance of the industry in which it operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described above . These and other factors could cause results to differ materially from those expressed in the Company’s estimates and beliefs and in the estimates prepared by independent parties .
Agenda Introduction I. Transaction Summary and Benefits to Stakeholders II. United Development Funding IV Portfolio Overview III. 3
Introduction
Overview of Ready Capital Corporation 5 Overview of Ready Capital Key Statistics 4 Investment Portfolio Breakdown 6 Market Segment Overview • Ready Capital Corporation (NYSE: RC) (“Ready Capital” or the “Company”) is a non - bank lender to both investors in and owners of lower - to - middle - market (LMM) commercial real estate (CRE) properties with book value of approximately $2.3bn • All - weather investment strategy as a direct lender and acquirer of loan portfolios, including distressed portfolios o $9.4bn portfolio of more than 7,500 loans diversified across 50 states & Europe with 98% first lien¹ o Headquartered in New York, NY, Ready Capital’s operating companies are supported by 505 employees across the Company’s 9 offices • Externally managed by Waterfall Asset Management, LLC (“Waterfall”), a leading $13.1bn 2,3 global structured products investment manager with a 19 - year track record Note: Data as of September 30, 2024 unless otherwise noted. (1) Calculated on carrying value (CV). (2) As of August 31, 2024. (3) Includes unfunded committed capital. (4) Portfolio and financial metrics as of September 30, 2024; market data as of November 29, 2024. (5) Distributable return on equity from continuing operations before realized losses is an annualized percentage equal to distributable earnings over the average monthly total stockholders’ equity for the period before certain charge - offs and losses on sales of real estate owned assets and LMM loans. (6) Assets include loans, MBS, servicing assets, JV investments, real estate owned, and purchased future receivables. (7) Loans with the “Other” classification are generally LMM acquired loans that have nonconforming characteristics for the Fixed rate, Bridge, or Construction categories. (8) Remaining 2% of equity allocation relates to Ready Capital’s residential mortgage banking business which it has announced its intention to strategically exit. • Acquires and originates LMM loans secured by stabilized or transitional investor properties using multiple loan origination channels; generally held - for - investment or placed into securitizations • Products: Full project life cycle financing incl. Construction, Bridge, Fixed Rate/CMBS and Freddie Mac | Earnings Drivers: Net interest & servicing income $11.3 Billion Total Assets $12.59 Book Value per Share $1.2 Billion Market Capitalization 1.0x Recourse Leverage $5.1 Million Average Loan Size 70.5% Wtd. Avg. LTV on LMM CRE Loans $2.3 Billion Total Equity 13.6% Dividend Yield 8.4% Dist. ROE Before Realized Losses 5 1,630 CRE Loans 98% 1 st Lien Assets $53.7 Billion ITD Originations 7 LMM Commercial Real Estate • Acquires, originates and services owner - occupied loans guaranteed by the SBA under its Section 7(a) loan program and government guaranteed loans focusing on the USDA • Products: Government - backed Small Business loans and USDA loans | Earnings Drivers: Gain on sale, net interest, and servicing income Government - Backed Small Business Lending $9 Billion of total assets 86% of loan portfolio 1 90% of allocated equity 8 $1.5 Billion of total assets 14% of loan portfolio 1 8% of allocated equity 8 60% 10% 11% 1% 13% 5% Bridge Fixed Rate/CMBS Construction Freddie Mac Small Business Lending Other
Asset - Backed Securities 60% Ready Capital 18% Loans 17% Real Estate 4% Private Equity 1% Waterfall – A Successful & Proven Asset Manager 6 • SEC - registered credit investment advisor founded in 2005 • Top global manager with focus on real estate loans & ABS • Principals were early pioneers of the ABS industry • Co - founders (Tom Capasse and Jack Ross) started Merrill Lynch ABS business in 1980s • Ready Capital has the right of first refusal on all LMM CRE loans sourced by Waterfall³ Waterfall Overview Waterfall Assets Under Management Strategy¹ $13.1bn AUM² 19 year Investment record $13.1bn² AUM 150+ Employees 60 + Investment professionals 60+ years Leadership team combined experience (1) Represents internal company breakdown . ( 2) Includes unfunded committed capital; as of August 31, 2024 . (3) Waterfall has agreed in the side letter agreement that, for so long as the management agreement is in effect, neither it nor any of its affiliates will (i) sponsor or manage any additional investment vehicle where the Company d oes not participate as an investor whose primary investment strategy will involve LMM mortgage loans, unless Waterfall obtains the prior approval of a majority of the Company's board of directors (including a majority of it s independent directors), or (ii) acquire a portfolio of assets, a majority of which (by value or UPB) are LMM mortgage loans on behalf of another investment vehicle (other than acquisitions of LMM ABS), unless the Company is fi rst offered the investment opportunity and a majority of its board of directors (including a majority of its independent directors) decide not to acquire such assets.
7 Overview of UDF IV Overview of UDF IV 1) Zonda Q3 2024 Top 25 Housing Starts Markets report. UDF IV Business Model 1 2 3 4 Raw Land Acquisition Entitled Land & Lot Development Finished Lot Sales Home Construction & Sale UDF IV invests in secured loans and makes strategic investments throughout stages 2 through 4 of the single - family residential development lifecycle . UDF IV invests in secured loans and makes strategic investments across stages 2 through 4 of the single - family residential development lifecycle Entitled Land & Lot Development Finished Lot Sales Home Construction & Sale 1 2 3 4 Raw Land Acquisition • United Development Funding IV (“UDF IV”) was formed in 2008 as an externally advised, Maryland Real Estate Investment Trust to originate and hold loans secured by residential real estate • UDF IV is a unique, non - bank lender that specializes in single - family residential development finance • Since inception, UDF IV has originated approximately $1.6bn of loans, funding the construction of over 940 single - family homes and one or more stages of development for 62,000+ finished lots in 114 residential communities • UDF IV currently operates in four of the top six U.S. housing markets (Dallas Fort Worth, Houston, Austin and San Antonio) 1 • Ready Capital/Waterfall, UDF IV and their respective affiliates have a 10+ year relationship during which they have completed more than $110 million of transactions together • Provides debt and equity capital solutions to developers and homebuilders for the acquisition and development of land into single family residential lots, finished lot financing, and construction of new and model single - family homes • UDF IV focuses on the largest homebuilding markets in the country with affordable and stable home prices, strong demand fundamentals, balanced housing supplies and strong economies Sample Lot Development Loan Timeline (36 - month loan) Pre - Loan Closing Months 1 - 12 Months 13 - 36 Month 24+ Month 36 • Entitlements secured, may include development agreement and/or municipal reimbursement creation (MUD, PID, Other) • Execution and collateral assignment of construction contract with GC • Execution collateral assignment of Lot Sale Agreement(s) with builder(s) • Builder earnest money released to partially capitalize development • Mobilization, horizontal infrastructure construction commences (site work/grading, roads, utilities, etc.) (funded by lender) • Builder purchases lots per contractual lot takedown schedule, typically quarterly lot purchases • Lender typically sweeps 100% of net proceeds after builder pro - rata earnest money deposit credit • Municipal reimbursements (if project is in a MUD) continue to flow to land developer as builder(s) complete new homes creating additional tax base • Loan maturity / repayment (repayment may occur sooner depending on lot takedown cadence and timing of municipal reimbursements)
Combined History of Ready Capital & UDF IV 8 Jul ‘14 - Sep ‘16 Waterfall provides $50M senior secured note financing in 2014 that was fully repaid in 2016 Jun ’21 - Dec ‘22 RC and UDF IV enter into merger discussions and enter into Definitive Agreement Sep ’18 - Dec ‘19 Nov - Dec ‘20 Aug ‘21 Jan ‘22 UDF IV appoints new CEO/CFO & implements board changes Valencia on the Lake 2B2 & 4 ($31.5M) Rancho Del Lago (Phases 2 & 3) ($4.7M) and Verandah (Phase 4) ($12.3M) Forward flow arrangement commences w/ Valencia on the Lake (Phase 2A) ($2.7M) & Terracina (Phase 3) ($1.6M) Cloverdale loan ($7.5M) May - Nov ‘24 Project Metro Home Loan Interest No. of No. of Closing Repayment Project Name Type Market Builder(s) Amount Rate Lots Acres Date Date Waterfall Loan to UDF IV (#1) LOC - Notes Receivable Grapevine, TX - 35,000,000$ 10.00% NA NA 7/2/14 9/26/16 Waterfall Loan to UDF IV (#2) LOC - Notes Receivable Grapevine, TX - 15,000,000 10.00% NA NA 10/14/14 9/26/16 Valencia on the Lake (Phase 2A) Finished Lot Inventory Dallas-Ft. Worth, TX Dunhill, First Texas, Oakdale 2,733,000 9.25% 50 NA 9/1/18 4/12/19 Terracina Phase 3 Finished Lot Inventory Dallas-Ft. Worth, TX Toll Brothers 1,571,269 12.00% 12 NA 12/13/19 2/27/20 Rancho Del Lago Land Loan San Antonio, TX Meritage Homes 4,715,000 8.00% NA 254 11/4/20 1/11/22 Verandah - Phase 4 Lot Development Dallas-Ft. Worth, TX DR Horton, Lennar Homes 12,260,000 9.25% 252 NA 12/29/20 8/18/22 Cloverdale Lot Development Houston, TX First America Homes, K Hovnanian of Houston 7,508,000 12.00% 154 NA 6/29/21 11/7/24 Valencia on the Lake 2B2 & 4 Lot Development Dallas-Ft. Worth, TX DR Horton, Mattamy, First Texas, Beazer 31,467,000 9.25% 534 NA 8/27/21 6/5/24 Total 110,254,269$ 1,002 254 Waterfall/Ready Capital have a long history with UDF IV and its affiliates having funded over $110mm of loans over the last 1 0 y ears (all repaid in full) Waterfall / Ready Capital – UDF IV and Affiliates Relationship Timeline
Transaction Summary and Benefits to Stakeholders
Transaction Summary 10 • Stock - for - stock acquisition of UDF IV by Ready Capital Transaction Summary • UDF IV shareholders will receive up to $75 million in cash distributions, or up to $2.44 per share, funded from the UDF IV pr e - closing balance sheet, subject to payment of all UDF IV transaction expenses and retaining a $15 million minimum cash balance Pre - Closing Cash Distributions by UDF • As part of the merger consideration, UDF IV shareholders will receive 0.416 shares (the “Exchange Ratio”) of Ready Capital fo r each UDF IV common share they own • The Exchange Ratio was negotiated to reflect an adjustment for the estimated pre - closing cash distributions by UDF IV to its shareholders, as well as other valuation adjustments • Results in implied upfront stock consideration of $94 million, or $3.07 per UDF IV share, based on Ready Capital’s closing st ock price as of November 29, 2024 • Ready Capital is issuing the upfront stock consideration at a transaction - adjusted tangible book value per share of $11.96 Upfront Stock Consideration • As part of the merger consideration, UDF IV shareholders will receive 0.416 contingent value rights (“CVR”) for each UDF IV common share they own • The CVR entitles UDF IV shareholders to 60% of any cash proceeds received between closing and December 31, 2028, from select loans in excess of the outstanding principal of such loans and net of certain costs • CVR payouts are made in Ready Capital shares and based on realized cash flows divided by its TBV at time of delivery • CVR holders will also receive dividends accrued on any Ready Capital shares issued as part of the CVR, payable in Ready Capit al shares (in a similar mechanic as described above) or cash, at the election of Ready Capital • Cash flows are measured across 4 periods ending December 31, 2025, 2026, 2027 and 2028, after which the CVRs have no claim Contingent Consideration 1 • Ready Capital: ~93%; UDF IV: ~7% Pro Forma Ownership • Following consummation of the merger, Ready Capital’s current manager, Waterfall, will continue to serve as the external mana ger of the combined company External Manager • Ready Capital’s senior management team will remain the senior management of the combined company • Ready Capital’s board of directors to remain unchanged • UDF IV will terminate its advisory agreement with its advisor, UMTH General Services, L.P. (“UMTH”), effective as of the clos ing of the merger • No termination fee payable to UMTH in connection with the termination • Ready Capital intends to execute a sub - advisory agreement with a UDF IV affiliate to manage the existing UDF IV portfolio and to source new production for Ready Capital at mutually agreeable terms Governance & Social Matters • The transaction is subject to approval by holders of a majority of UDF’s outstanding shares Required Approvals • Target closing in first half of 2025 Expected Closing (1) See page 14 for further information.
Strategically and Financially Compelling 11 Benefits to Ready Capital Stakeholders Benefits to UDF IV Stakeholders Meaningful Upfront Cash Distribution The transaction facilitates significant cash distributions to UDF IV shareholders, estimated to be up to $2.44 per share between now and closing of the transaction Provides Liquid Stock Consideration and Upside Potential As owners of Ready Capital shares, UDF IV shareholders would own a NYSE - listed stock with a 10 - day average daily volume of 1.41 million shares and a current dividend yield of 13.6% Future CVR Potential Provides opportunity for UDF IV shareholders to receive contingent consideration and aligns incentives to generate further value from selected assets in the UDF IV portfolio Enhanced Platform; Diversification; Expertise Enables UDF IV investors to benefit from an efficient, scalable operating platform, a diversified business model, exposure to an existing broad pool of real estate debt investments, and access to the extensive expertise and resources of Ready Capital’s external manager, Waterfall x x x x Financially Compelling Transaction is expected to generate meaningful distributable earnings accretion in 2025 and 2026, minimal book value dilution at closing with an earnback period of only one quarter, and projected returns well in excess of Ready Capital’s cost of equity capital Attractive Portfolio Attributes Ready Capital is acquiring a portfolio of pure - play residential land loans concentrated in Dallas - Fort Worth, a top performing U.S. residential market, which is well positioned to benefit from significant unmet housing supply Catalyst for Ready Capital Residential Platform Addition of UDF IV grows Ready Capital’s existing residential construction / single family residential lending platform, gives access to a robust pipeline of forward flow and gives Ready Capital the ability to expand into new markets with strong fundamentals Established Relationship Ready Capital and Waterfall have a lengthy history with UDF IV and its affiliates, having funded over $110 million of loans over the last 10 years with all loans to date having paid off x x x x
Highly Attractive Transaction Economics 12 • Implied upfront stock consideration (excluding the CVR) based on Ready Capital’s closing stock price as of November 29, 2024 is $94 million, or $3.07 per UDF IV share o The exchange ratio for the upfront stock consideration was negotiated using a tangible book value to tangible book value framework o UDF IV’s tangible book value contribution was adjusted for the estimated pre - closing cash distributions of $75 million, and then further adjusted by $64 million based on other negotiated factors, including liquidity, administrative overhead and targeted return • Transaction multiples: o Price / TBV 1 : 0.44x based on Ready Capital’s closing stock price as of November 29, 2024 o Price / TBV 1 : 0.72x based on Ready Capital’s transaction adjusted tangible book value per share • Going forward, UDF IV shareholders will benefit from the liquid, lower cost, diversified platform that Ready Capital provides, as well as potential upside from the CVR mechanism Upfront Stock Consideration Value • Research analyst consensus estimates used for Ready Capital forecast for 2025 - 2026 • 2025 distributable earnings of $180 million or $1.07 per share • 2026 distributable earnings of $202 million or $1.22 per share Research Analyst Consensus Estimates for Ready Capital Standalone • UDF IV standalone forecast per Ready Capital management and inclusive of applying asset - level financing to the portfolio and deployment of excess liquidity into new loans • Projected interest income is accrued straight - line over the life of each loan • Assumes excess cash is reinvested at market yields • Projected principal repayments in excess of carrying value are accreted straight - line over the life of each loan • External management fee of 1% 2 • Assumes asset level financing at advance rates and costs consistent with Ready Capital’s existing debt financing Ready Capital Management Forecast for UDF IV Standalone Source: Company documents; S&P Global Market Intelligence. (1) Based on adjusted tangible book value per share for UDF IV as of September 30, 2024 of $6.92, which is calculated as total stockholders’ equity of $287.3 million less $75.0 million of distributions expected to be paid to UDF IV shareholders between September 30, 2024 a nd closing and divided by fully diluted shares outstanding of 30.691 million. (2) Ready Capital’s management fee is 1.5% of stockholders’ equity up to $500 million and 1.0% of stockholders’ equity in excess of $50 0 m illion. (3) IRR calculations assumes upfront equity consideration based on Ready Capital’s tangible book value per share and net of minimum $15 million cash on UDF IV balance sheet at closing per Definitive Ag reement and projected asset - level cash flows including future funding requirements, interest and principal repayments through 2033. Excludes reinvestment of excess liquidity into new loans. (4) Includes assumed asset level financing. (5) Based on adjusted tangible book value per share for Ready Capital of $11.96 divided by $1.00 per share annualized dividend based on most recent quarterly dividend of $ 0.2 5. Pro Forma Financial Impacts ~15% 2025E Distributable EPS Accretion ~11% 2026E Distributable EPS Accretion $0.03 TBV per Share Dilution at Close 1 Quarter TBV per Share Earnback ~18% Unlevered IRR 3 ~23% Levered IRR 3,4 ~8% RC Cost of Equity Capital 5 ~ 10% Spread Between Unlevered IRR and RC Cost of Equity Capital
Projected Asset Cash Flows 13 Municipal Reimbursements • Asset - level cash outflows for the loans in UDF IV’s portfolio primarily consists of future funding requirements • Asset - level cash inflows primarily consists of interest and principal repayments • The borrowers for the acquired loans typically generate the cash proceeds for loan repayments via finished lot and land sales , m unicipal disbursements, and/or refinancing of the loans • Municipal Utility Districts (“MUDs”) o Municipal district issues tax exempt bonds to reimburse the developer for eligible infrastructure such as utilities and drainage o Bonds are repaid by property owners through taxes and fees • Other o Other applicable reimbursements may include a Public Improvement District ("PID") or a Tax Increment Reinvestment Zones ("TIRZ") Lot Sales • Lot sales involve selling individual lots to builders, often in bulk or in phases • Payments can be made upfront, or follow a takedown schedule with price escalations • Builders sign contracts for lot prices, purchase timelines, and construction standards • Earnest money in a builder lot development contract acts as a deposit to secure the builder's commitment to purchasing lots from the developer Cumulative Net Cash Flow 0LOOLRQV 8QOHYHUHG&DVK)ORZ /HYHUHG&DVK)ORZ Note: Projected asset - level cash flows per Ready Capital management include future funding requirements, interest and principal repayments through 2033. Levered scenario assumes asset level financing and reinvestment of financing proceeds at market rates.
Description of Contingent Value Right 14 Overview: UDF IV shareholders will receive a non - transferable CVR that has rights to 60% of any cash proceeds received between closing and December 31, 2028, from select loans in excess of the outstanding principal amount (~$13.3 million) of such loans an d net of certain costs. The $13.3 million principal amount could increase to the extent additional fundings are made on the sel ect loans. CVR holders will also receive consideration, payable at Ready Capital’s option, in cash or additional Ready Capital shares, e qua l to the dividends paid on the Ready Capital shares issued under the CVRs during the period between the closing date and the share issuance date. The CVR is intended to allow UDF IV shareholders to receive additional consideration in the form of Ready Capi tal common shares to the extent that projected cash flows on select loans exceeds the corresponding outstanding principal balance fo r those loans included in the upfront stock consideration. Expected Repayment: Based UDF IV cash flow projections for the select loans, all principal is expected to be repaid, with approximately $37 million of excess interest recovery collected by the end of 2028. CVR Payouts: CVR payouts are made in Ready Capital shares based on realized cash flows divided by Ready Capital’s most recent publicly reported tangible book value per share at the time of issuance. Dividends: Dividends accrued on CVR shares are paid in cash or Ready Capital shares at Ready Capital’s option. Measurement Periods: There will be four cash flow measurement periods, the first commencing at the closing of the transaction and ending on December 31, 2025; the subsequent three measurement periods will each span the 2026, 2027, and 2028 calendar. years Litigation Expenses: Any litigation expenses post - closing related to either pre - existing litigation involving UDF IV, its external advisor or its affiliates, or any litigation that arises from this transaction will be treated as a reduction to the CVR cash pr oceeds for the measurement period in which those litigation expenses are incurred.
United Development Funding IV Portfolio Overview
UDF IV Portfolio Summary 16 • As of November 15, 2024, UDF IV’s portfolio consists of 23 loans located across the DFW, Houston, and San Antonio metros in T exa s • The underlying collateral is all fully entitled and the majority consists of paper lots that will be or are in the process of be ing developed into finished lots • Majority of the loans in UDF IV’s portfolio have a form of municipal reimbursement as part of the collateral package / source of repayment Note: Portfolio metrics as of November 15, 2024. (1) Includes the gross book value of principal balances and accrued interest. Does not reflect any general or specific reserves U DF IV may have on its balance sheet. Certain loans have the potential for additional interest recovery above current book value. (2) Weighted average coupon calculated using the gross book value of principal balances only. (3) In addition to the loan collateral, a pledge of excess proceeds from the Loan 5 project will be used to partially repay the l oan . (4) Original loan collateral has been released. These loans are now secured by a deed of trust on a project in the Dallas - Ft. Worth market. Principal and Reimbursement Weighted Avg. Accrued Interest Loan No. MSA Project Type Entitlement Status Type/Other Coupon (2) Receivable, Gross (1) Loan 1 Dallas-Ft. Worth Entitled Land & Lot Dev Fully Entitled MUD 10.0% 15,432,894 Loan 2 Dallas-Ft. Worth Entitled Land & Lot Dev Fully Entitled MUD 13.0% 76,629,525 Loan 3 San Antonio Finished Lot Fully Entitled N/A 13.0% 547,167 Loan 4 San Antonio Entitled Land & Lot Dev Fully Entitled N/A 13.0% 8,463,395 Loan 5 Dallas-Ft. Worth Entitled Land & Lot Dev/Finished Lot Fully Entitled MUD 13.0% 39,445 Loan 6 Houston Entitled Land & Lot Dev Fully Entitled MUD 13.0% 15,303,509 Loan 7 (3) Dallas-Ft. Worth Entitled Land & Lot Dev/Finished Lot Fully Entitled N/A 3.0% 23,303,511 Loan 8 Dallas-Ft. Worth Entitled Land & Lot Dev/Finished Lot Fully Entitled PID 13.0% 25,419,422 Loan 9 Dallas-Ft. Worth Entitled Land & Lot Dev/Finished Lot Fully Entitled N/A 13.0% 16,825,045 Loan 10 Dallas-Ft. Worth - N/A Road Fees 13.0% - Loan 11 Dallas-Ft. Worth Entitled Land & Lot Dev/Finished Lot Fully Entitled MUD 13.0% 38,534 Loan 12 Dallas-Ft. Worth Finished Lot Fully Entitled MUD 13.0% 1,645,663 Loan 13 Dallas-Ft. Worth Entitled Land & Lot Dev Fully Entitled MUD 13.0% 4,115,527 Loan 14 (4) Dallas-Ft. Worth Entitled Land & Lot Dev/Finished Lot Fully Entitled MUD 7.0% 58,068 Loan 15 (4) Dallas-Ft. Worth Entitled Land & Lot Dev/Finished Lot Fully Entitled MUD 7.0% 837,661 Loan 16 (4) Dallas-Ft. Worth Entitled Land & Lot Dev/Finished Lot Fully Entitled MUD 7.0% 3,050,603 Loan 17 (4) Dallas-Ft. Worth Entitled Land & Lot Dev/Finished Lot Fully Entitled MUD 13.0% 3,483,941 Loan 18 (4) Dallas-Ft. Worth Entitled Land & Lot Dev/Finished Lot Fully Entitled MUD 7.0% 4,656,969 Loan 19 (4) Dallas-Ft. Worth Entitled Land & Lot Dev/Finished Lot Fully Entitled MUD 7.0% 4,688,355 Loan 20 (4) Dallas-Ft. Worth Entitled Land & Lot Dev/Finished Lot Fully Entitled MUD 13.0% 6,269,821 Loan 21 (4) Dallas-Ft. Worth Entitled Land & Lot Dev/Finished Lot Fully Entitled MUD 13.0% 7,306,637 Loan 22 Dallas-Ft. Worth Entitled Land & Lot Dev Fully Entitled MUD 5.2% 27,580,911 Loan 23 Houston Entitled Land & Lot Dev Fully Entitled MUD 13.0% 12,129,532 Total 10.6% 257,826,135$
Asset Overview | Loan 2 17 • $76.6M gross book value of principal and accrued interest secured by ± 995 acres of fully entitled land planned for ± 1,543 next phase lots of a 4,400 - home master - planned mixed - use residential community in the DFW market with new homes ranging from $300k - $700k. • The project is located within a Municipal Utility District with a reimbursement agreement as additional collateral • Excellent demographic trends in immediate area; 22% annual population growth from 2010 - 2023; 17% annual population growth estimated for 2023 - 2028 Loan Summary • Phase 1 is under construction with the first ± 1,000 lots committed to 6 national homebuilders Project Update • $85M (original commitment) / $76.6M gross book value of principal and accrued interest / ~$11M of future funding needs anticipated Commitment / Gross Book Value / Unfunded • 12/31/2028 (7/31/2012) Matures (Originated) • Sponsor will continue development plan to generate full value of the collateral Post - Merger Asset Management Strategy • Large, well collateralized, development loan secured by a fully entitled project in early stages of development, but has momentum given phase I infrastructure under construction • Longer duration repayment time horizon with repayment from the sale of land, lots and receipt of municipal reimbursements as the community is completed Conclusion Note: Loan number refers to the table on page 16.
Asset Overview | Loans 11 - 21 18 • $36.1M gross book value of principal and accrued interest secured by ± 360 acres fully entitled land planned for the final ± 1,317 lots of a ± 3,278 home master - planned community in the DFW market • The project is located within a Municipal Utility District with a reimbursement agreement as additional collateral. • Strong demographic trends in nearby area; 12% annual population growth 2010 - 2023; 17% annual population growth estimated for 2023 - 2028 Loan Summary • Community build - out has progressed over several years with home building programs from 5 national home builders completing nearly 2,000 homes to date with new phases of lots delivered each of the past several years Project Update • $143M (original commitment) / $36.1M gross book value of principal and accrued interest / ~$6.3M of future funding needs anticipated Commitment / Gross Book Value / Unfunded • 12/31/2028 & 2/22/2027 (2011 - 2024) Matures (Originated) • Sponsor will continue development plan to generate full value of the collateral Post - Merger Asset Management Strategy • Large, established master - planned community with proven market demand • Limited future funding with builder contracts in place, providing predictability of cash flow • Longer duration repayment time horizon with repayment from the sale of land, lots and receipt of municipal reimbursements as the community is completed Conclusion Note: Loan number refers to the table on page 16.
Asset Overview | Loan 22 19 • $27.6M gross book value of principal and accrued interest financing a land banking transaction for ± 1,506 acres of entitled land to be developed into phases 2+ of a ± 1,853 - acre master - planned residential community in the DFW market with new homes ranging from $300k - $700k • The project is located within a Municipal Utility District with a reimbursement agreement as additional collateral. • Strong demographic trends in nearby area; 12% annual population growth 2010 - 2023; 17% annual population growth estimated for 2023 - 2028 Loan Summary • Developer is preparing to move forward with phase 1 construction Project Update • $27.3M (original commitment) / $27.6M gross book value of principal and accrued interest / no future funding obligations anticipated Commitment / Gross Book Value / Unfunded • 3/31/2025 (10/17/2013) Matures (Originated) • Should the note not payoff by maturity, seek a short - term extension with an increased interest rate Post - Merger Asset Management Strategy • Large scale, fully entitled project in the early stages of development but gaining momentum • Phase 1 owner/borrower has ability to bring in equity if necessary • Loan extension, if executed, would bring interest rate to market level Conclusion Note: Loan number refers to the table on page 16.
Dallas - Fort Worth Market | Housing Trends 20 New Home Sales Total Housing Inventory • According to Milken Institute’s Best - Performing Cities 2024 report published in February 2024, Dallas was ranked 8 th in the nation among best - performing large - tier cities and second only to Austin in the state of Texas • Underlying supply - demand dynamics particularly in the Dallas - Fort Worth metro area – the largest geographic cohort of UDF IV’s p ortfolio – are strong o Demand: Highway 75 corridor is seeing greater development activity spurred by new jobs at the TI and GlobiTech chip plants near the n or thern border of the Dallas metro area o Supply: Vacant developed lots (VDL) supply inched lower in Q2 2024 but is 8% higher YoY and remains near its 5 - year peak as new home sa les and construction activity slow; however, VDL supply remains below equilibrium (24 - mos) Annual Observed Starts vs. Annual Observed Closings Source: Zonda.; data as of Q2 2024. Sales: 39,127 ( Last 12 Months) Avg. Sales Rate: 2.2 ( Last 12 Months) Avg. Construction MOS: 5.6 ( 2Q 2024) Finished Vacant MOS: 2.3 Starts: 44,769 (12.2%) Closings: 44,986 ( - 7.1%)
Dallas - Fort Worth Market | Population Trends 21 Population Growth: 1958 - 2023 (Indexed to 1958) Population Growth: Average Annual Percent Change by Decade Population Growth: 1958 - 2023 (Indexed to 1969) Population Growth: Average Annual Percent Change by Decade • Texas and the Dallas - Fort Worth Metropolitan Statistical Area (DFW MSA) have a long history of robust demographic and growth fun damentals, consistently surpassing the average population growth rates of the United States 100 125 150 175 200 225 250 275 300 325 350 1958 1965 1972 1979 1986 1993 2000 2007 2014 2021 Texas United States 0.0% 0.5% 1.0% 1.5% 2.0% 2.5% 1960-1969 1970-1979 1980-1989 1990-1999 2000-2009 2010-2019 2020-2023 2023 Texas United States 100 125 150 175 200 225 250 275 300 325 350 1969 1974 1979 1984 1989 1994 1999 2004 2009 2014 2019 Dallas-Fort Worth-Arlington MSA Texas United States 0.0% 0.5% 1.0% 1.5% 2.0% 2.5% 3.0% 3.5% 1970-1979 1980-1989 1990-1999 2000-2009 2010-2019 2020-2022 2022 Dallas-Fort Worth-Arlington MSA Texas United States Sources: Texas REAProject.org; United States REAProject.org; Regional Income Division, BEA.
