Ready Capital Corp SC TO-I/A, filed May 5, 2021
Ready Capital Corp (RC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 2)
READY CAPITAL CORPORATION
(Name of Subject Company (Issuer))
READY CAPITAL CORPORATION
(Names of Filing Persons (Offeror and Issuer))
6.25% Series C Cumulative Convertible Preferred Stock
(Title of Class of Securities)
75574U 705
(CUSIP Number of Class of Securities)
Thomas E. Capasse
Chairman
and Chief Executive Officer
Ready Capital Corporation
1251
Avenue of the Americas, 50th Floor
New York, NY 10020
Tel: (212) 257-4600
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of filing person)
COPIES TO:
Michael J.
Kessler, Esq.
David E. Brown, Esq.
Alston & Bird LLP
90 Park Avenue
New York, New York 10016
(212) 210-9400
CALCULATION OF FILING FEE
| TRANSACTION VALUATION* | AMOUNT OF FILING FEE** | |
| $19,605,257.59 | $2,138.93 |
| * | Estimated solely for purposes of calculating the filing fee. This amount is based upon the offer to purchase up to 779,743 shares of 6.25% Series C Cumulative Convertible Preferred Stock of Ready Capital Corporation at a price equal to 100% of the $25.00 liquidation preference per share, plus accrued and unpaid dividends (including additional dividends, if any) of $0.14323 per share as of the date of this filing, which is subject to change. |
| ** | The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals $109.10 for each $1,000,000 of the value of the transaction. |
x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
| Amount Previously Paid: $2,138.93 | Filing Party: Ready Capital Corporation |
| Form or Registration No.: Schedule TO | Date Filed: April 2, 2021 |
¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates:
| ¨ | Third-party tender offer subject to Rule 14d-1. | |
| x | Issuer tender offer subject to Rule 13e-4. | |
| ¨ | Going-private transaction subject to Rule 13e-3. | |
| ¨ | Amendment to Schedule 13D under Rule 13d-2. |
x Check the box if the filing is a final amendment reporting the results of the tender offer.If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) | |
| ¨ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO, as amended by Amendment No. 1 filed on April 21, 2021 (this “Schedule TO”), filed by Ready Capital Corporation (the “Company”) with respect to the right of each holder (each, a “Holder”) of the Company’s 6.25% Series C Cumulative Convertible Preferred Stock, $0.0001 par value per share (the “Shares”), to require the Company, at the Holder’s option, to purchase for cash all or any portion of such Holder’s Shares at a purchase price equal to 100% of the liquidation preference of the Shares to be purchased plus accrued and unpaid dividends (including additional dividends, if any) to, but not including, May 4, 2021, pursuant to the terms and conditions of (i) the Offer to Purchase and Notice of Fundamental Change, dated April 2, 2021 (the “Notice”), attached hereto as Exhibit (a)(1), (ii) the Articles Supplementary to the Amended Articles of Incorporation, dated as of January 25, 2007 of Anworth Mortgage Asset Corporation, a Maryland corporation, and (iii) the Articles Supplementary to the Articles of Amendment of the Company designating the Shares (the “Articles Supplementary”).
Only those items amended and supplemented are reported in this Amendment No. 2. Except as specifically provided herein, the information contained in the Schedule TO remains unchanged, and this Amendment No. 2 does not modify any of the other information previously reported on or incorporated by reference to the Schedule TO. You should read this Amendment No. 2 together with the Schedule TO and the Notice dated April 2, 2021.
Items 1 through 9 and Item 11 of the Schedule TO are hereby amended and supplemented to add the following:
On May 2, 2021, the Company issued a press release announcing the preliminary results of the tender offer, which expired at 5:00 p.m., New York City time, on April 30, 2021, and on May 5, 2021 the Company issued a press release announcing the final results of the tender offer. Copies of the preliminary results press release and final results press release are filed as Exhibits (a)(6) and (a)(7), respectively, to this Schedule TO and are incorporated herein by reference.
ITEM 12. Exhibits
Item 12 of the Schedule TO is hereby and amended and supplemented to add the following:
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| READY CAPITAL CORPORATION | ||
| Date: May 5, 2021 | ||
| By: | /s/ Andrew Ahlborn | |
| Andrew Ahlborn | ||
| Chief Financial Officer | ||
EXHIBIT INDEX
* Filed Previously
** The disclosure schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Ready Capital Corporation agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
Exhibit (a)(6)
Ready Capital Corporation Announces Preliminary Results of Tender Offer
New York, New York, May 2, 2021 / PRNewswire / – Ready Capital Corporation (NYSE: RC) (“Ready Capital” or the “Company”) announced today the preliminary results of its tender offer for all outstanding shares of its 6.25% Series C Cumulative Convertible Preferred Stock, $0.0001 par value per share (the “Series C Preferred Stock”), which expired at 5:00 p.m. New York City time on April 30, 2021. Based on the preliminary count by the paying agent for the tender offer, the Company expects to acquire approximately 445,320 shares of Series C Preferred Stock at a price of $25.14323 per share (which represents 100% of the $25.00 liquidation preference, plus accrued and unpaid dividends to, but not including, the purchase date) for a total cost of approximately $11.2 million. These shares represent approximately fifty-seven percent of the shares of Series C Preferred Stock outstanding.
The number of shares of Series C Preferred Stock to be purchased is preliminary. Final results for the tender offer will be determined subject to confirmation by the paying agent of the proper delivery of the shares validly tendered and not withdrawn by May 3, 2021 and any shares tendered through notice of guaranteed delivery being timely delivered. The final number of shares to be purchased will be announced following the expiration of the guaranteed delivery period and completion by the paying agent of the confirmation process. Payment for the shares of Series C Preferred Stock accepted for purchase will occur promptly thereafter.
American Stock Transfer & Trust Company, LLC is the paying agent and D.F. King & Co. Inc. is the information agent for the tender offer.
About Ready Capital Corporation
Ready Capital Corporation (NYSE: RC) is a multi-strategy real estate finance company that originates, acquires, finances and services small to medium balance commercial loans. Ready Capital specializes in loans backed by commercial real estate, including agency multifamily, investor and bridge as well as SBA 7(a) business loans. Headquartered in New York, New York, Ready Capital employs over 500 lending professionals nationwide. The company is externally managed and advised by Waterfall Asset Management, LLC.
Contact
Investor Relations
Ready Capital Corporation
(212) 257-4666
InvestorRelations@readycapital.com
Exhibit (a)(7)
Ready Capital Corporation Announces Final Results of Tender Offer
New York, New York, May 5, 2021 / PRNewswire / – Ready Capital Corporation (NYSE: RC) (“Ready Capital” or the “Company”) announced today the final results of its tender offer for all outstanding shares of its 6.25% Series C Cumulative Convertible Preferred Stock, $0.0001 par value per share (the “Series C Preferred Stock”), which expired at 5:00 p.m. New York City time on April 30, 2021. Based on the final count by the paying agent for the tender offer, 445,065 shares of Series C Preferred Stock were properly tendered and not withdrawn. Ready Capital has accepted for purchase all tendered shares of Series C Preferred Stock at a price of $25.14323 per share (which represents 100% of the $25.00 liquidation preference, plus accrued and unpaid dividends to, but not including, the purchase date) for a total cost of approximately $11.2 million. These shares represent approximately fifty-seven percent of the shares of Series C Preferred Stock outstanding.
The paying agent will promptly issue payment for the shares of Series C Preferred Stock validly tendered and accepted for purchase in the tender offer.
American Stock Transfer & Trust Company, LLC is the paying agent and D.F. King & Co. Inc. is the information agent for the tender offer.
About Ready Capital Corporation
Ready Capital Corporation (NYSE: RC) is a multi-strategy real estate finance company that originates, acquires, finances and services small to medium balance commercial loans. Ready Capital specializes in loans backed by commercial real estate, including agency multifamily, investor and bridge as well as SBA 7(a) business loans. Headquartered in New York, New York, Ready Capital employs over 500 lending professionals nationwide. The company is externally managed and advised by Waterfall Asset Management, LLC.
Contact
Investor Relations
Ready Capital Corporation
(212) 257-4666
InvestorRelations@readycapital.com