Ready Capital Corp 8-K, filed Nov 4, 2021
Ready Capital Corp (RC)
About this 8-K
Ready Capital Corp filed this 8-K on November 4, 2021, reporting on events of November 3, 2021.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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Item 7.01. Regulation FD Disclosure.
On November 3, 2021, Ready Capital Corporation (“Ready Capital”), a multi-strategy real estate finance company that originates, acquires, finances and services small- to medium-sized balance commercial loans, announced it entered into a Merger Agreement, dated November 3, 2021 (the “Merger Agreement”), pursuant to which Ready Capital has agreed to acquire a series of privately held, real estate structured finance opportunities funds, with a focus on construction lending, managed by MREC Management, LLC. Pursuant to the Merger Agreement, Ready Capital will acquire all of the outstanding equity interests in Mosaic Real Estate Credit, LLC, Mosaic Real Estate Credit TE, LLC and MREC International Incentive Split, LP (each, a “Mosaic Merger Entity” and collectively, “Mosaic”) through each Mosaic Merger Entity’s merger with and into a wholly owned subsidiary of Ready Capital (collectively, the “Mergers”), subject to the terms and conditions set forth in the Merger Agreement.
On November 4, 2021, Ready Capital issued a joint 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 Mergers. A copy of the joint press release is furnished 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 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 8.01. Other Events.
The information in Item 7.01 above is incorporated herein by reference in this Item 8.01.
Item 9.01. Financial Statements and Exhibits.
| Exhibit Number | Description | |
| 99.1 | Joint Press Release dated November 4, 2021. | |
| 99.2 | Investor Presentation dated November 4, 2021. | |
| 104.1 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
ADDITIONAL INFORMATION ABOUT THE MERGERS
In connection with the proposed Mergers, 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 and a proxy statement of Ready Capital. Ready Capital also expects to file with the SEC other documents regarding the Mergers. The Mergers will be submitted to the stockholders of Ready Capital and to the Mosaic investors for their consideration. The definitive proxy statement/prospectus will be sent to the stockholders of Ready Capital and the Mosaic investors, and will contain important information regarding the proposed Mergers and related matters. This Current Report on Form 8-K is not a substitute for the registration statement and proxy statement/prospectus that will be filed with the SEC or any other documents that Ready Capital may file with the SEC or send to its stockholders in connection with the Mergers. STOCKHOLDERS OF READY CAPITAL AND MOSAIC INVESTORS ARE ADVISED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGERS 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, THE MOSAIC ENTITIES, THE PROPOSED MERGERS, AND RELATED MATTERS. Stockholders of Ready Capital and Mosaic investors may obtain free copies of the registration statement, the proxy statement/prospectus, 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.
PARTICIPANTS IN SOLICITATION RELATING TO THE MERGERS
Ready Capital and its directors and executive officers, and certain other affiliates of Ready Capital may be deemed to be “participants” in the solicitation of proxies from the stockholders of Ready Capital in connection with the proposed Mergers. Information regarding Ready Capital and its directors and executive officers and their ownership of common stock of Ready Capital can be found in Ready Capital’s annual report on Form 10-K for the fiscal year ended December 31, 2020 and in its definitive proxy statement relating to its 2021 annual meeting of stockholders filed with the SEC on April 30, 2021. Additional information regarding the interests of such participants in the Mergers will be included in the proxy statement/prospectus and other relevant documents relating to the proposed Mergers when they are filed with the SEC. Free copies of these documents may be obtained from the sources described above.
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 cannot give any 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 Mergers, including their financial and operational impact, the benefits of the Mergers, the expected timing of completion of the Mergers, 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 Mergers 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 stockholders of Ready Capital may not approve the issuance of Ready Capital common stock in connection with the Mergers; the possibility that the members and other investors of Mosaic may not approve the Merger Agreement; the risk that the parties may not be able to satisfy the conditions to the Mergers in a timely manner or at all; risks related to disruption of management’s attention from ongoing business operations due to the proposed Mergers; the risk that any announcements relating to the Mergers could have adverse effects on the market price of common stock of Ready Capital; the risk that the Mergers and their announcement could have an adverse effect on the operating results and businesses of Ready Capital and Mosaic generally; the outcome of any legal proceedings relating to the Mergers; the ability to successfully integrate the businesses following the Mergers; the ability to retain key personnel; the impact of the COVID-19 pandemic on the business and operations, financial condition, results of operations, and liquidity and capital resources of Ready Capital and Mosaic; 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; legislative and regulatory changes that could adversely affect the business of Ready Capital or Mosaic; risks related to integrating a constructing lending platform; 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; and risks relating to the COVID-19 pandemic and its effect, including the responses of governments and industries, on the construction sector and projects. 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 does not undertake any 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: November 4, 2021 | By: | /s/ Andrew Ahlborn | |
| Name: | Andrew Ahlborn | ||
| Title: | Chief Financial Officer | ||
Exhibit 99.1
READY CAPITAL ANNOUNCES MERGER TRANSACTION
- Transaction will create a scaled commercial mortgage REIT with a combined capital base in excess of $1.7 billion poised for long-term growth -
- Acquisition of market leading commercial real estate investment platform focused on construction lending and investing in workforce housing -
- Expands Ready Capital’s existing SBC lending platform to provide capital solutions across the full lifecycle of commercial real estate investing -
– Expected value of deal at closing is approximately $471 million based on Ready Capital’s last sale price on November 3, 2021 and could surpass $550 million with earn-out provisions –
New York, NY, November 4, 2021 /PRNewswire/ – Ready Capital Corporation (NYSE:RC) (“Ready Capital”), a multi-strategy real estate finance company that originates, acquires, finances and services small- to medium-sized balance commercial loans, announced today that it has entered into a definitive merger agreement pursuant to which Ready Capital has agreed to acquire a series of privately held, real estate structured finance opportunities funds, with a focus on construction lending, managed by MREC Management, LLC (the “Mosaic Manager”). Following the mergers, Ready Capital is expected to have a pro forma equity capital base in excess of $1.7 billion. The acquisition is expected to further expand Ready Capital’s investment portfolio to include a diverse portfolio of construction assets with attractive portfolio yields resulting in expected earnings accretion and a reduced leverage profile.
Under the terms of the merger agreement, Ready Capital will acquire all of the outstanding equity interests in Mosaic Real Estate Credit, LLC (“MREC Onshore”), Mosaic Real Estate Credit TE, LLC (“MREC TE”) and MREC International Incentive Split, LP (“MREC IIS” and together with MREC Onshore and MREC TE, the “Mosaic Merger Entities”) in exchange for (i) shares of a newly designated Ready Capital Class B common stock (“Class B Common Stock”), plus (ii) non-transferable contingent equity rights (“CERs”) that, depending on the performance of the Mosaic asset portfolio over a three-year period following the closing, may entitle investors in the Mosaic Funds (as defined below) to receive additional shares of Ready Capital common stock. MREC IIS is an intermediate holding company through which investors in Mosaic Real Estate Credit Offshore, LP (“MREC Offshore” and together with MREC Onshore and MREC TE, the “Mosaic Funds”) invest in the Mosaic platform. The shares of Class B Common Stock will have dividend, distribution and other rights identical to those of the existing shares of common stock of Ready Capital, except that the newly issued Class B Common Stock will not be listed on the New York Stock Exchange. The shares of Class B Common Stock will automatically convert (on a share-for-share basis) into shares of the existing class of common stock listed on the New York Stock Exchange on the first business day following the 365th day following the closing.
The number of shares of Class B Common Stock to be received by investors in the Mosaic Funds will be based on an exchange ratio determined by dividing the adjusted book value of the Mosaic Funds as of September 30, 2021, by the Ready Capital adjusted book value per share as of that date. The adjusted book values of Ready Capital and the Mosaic Funds will be modified in certain respects, including to give pro-forma effect to any dividends or other distributions. A $98.9 million reduction will be applied to the book value of the Mosaic Funds to derive their aggregate adjusted book value. Under a pro forma exchange ratio, as of June 30, 2021, investors in the Mosaic Funds would receive approximately 30.3 million shares of Class B Common Stock. Based on Ready Capital’s closing stock price on November 3, 2021, the implied value of the Ready Capital shares expected to be issued in connection with the closing is approximately $471 million and the maximum possible payment under the CERs would be an additional approximately $89 million of Ready Capital common stock (or 90% of the upfront $98.9 million reduction). Additionally, holders of CERs will have the right to receive dividends (“CER Dividends”), which will accrue based on the actual Ready Capital common dividends per share paid to shareholders from the closing of the transaction to the end of the three year term and will be paid to CER Holders to the extent the CER is realized at the end of the three-year term. The CER Dividend will also be delivered in the form of Ready Capital shares.
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Upon the closing of the mergers, Ready Capital stockholders are expected to own approximately 70% of the combined company’s stock, while holders of interests in the Mosaic Funds are expected to own approximately 30% of the combined company’s stock.
Based on the closing prices of Ready Capital’s common stock on November 3, 2021, the market capitalization of the combined company would be approximately $1.6 billion. 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.
“We believe that this transaction is a compelling opportunity for Ready Capital to acquire a market leading commercial real estate investment platform focused on providing differentiated capital solutions across the middle market sector with an emphasis on construction lending,” stated Ready Capital Chairman and Chief Executive Officer Thomas Capasse. “We are excited to integrate the Mosaic team and origination platform and we believe the diverse portfolio of construction assets with attractive portfolio yields will further differentiate Ready Capital’s financing solutions for borrowers and investors.”
“The combination of the two businesses is a one-plus-one-equals-three situation,” said Mosaic’s Managing Partner Ethan Penner. “Both sets of investors – Mosaic’s as well as Ready Capital’s – will benefit from enhanced diversification as well as deepened and broadened management teams. The fit on every level between the two firms is truly ideal and the combined company will be strongly positioned to thrive going forward.”
Anticipated Benefits to Ready Capital from the Mergers
| · | Growth Opportunities from Diversified Investments. Addition of construction loan origination capabilities will enable Ready Capital to offer a broader array of credit products to its small- and medium-sized business borrowers |
| · | Positive Financial Impact. Expected to be accretive to core earnings and book value per share over the next 12 – 14 months and result in lower pro forma leverage |
| · | Enhanced Scale. Over $1.7 billion combined capital base and a diversified investment portfolio. Advantages include: |
| § | Reduced operating expenses (as a percentage of combined capital base) |
| § | Improved access to financing, including corporate debt funding alternatives |
| § | Enhanced shareholder liquidity and investor base diversity |
Anticipated Benefits to Mosaic Investors from the Mergers
| · | Enhanced Platform; Diversification; Expertise. Enables Mosaic investors to benefit from a more 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 Asset Management, an SEC registered investment adviser |
| · | Public Market Information; Tax Simplicity. Mosaic investors will experience greater transparency of information due to Ready’s public company nature, as well as comparatively simplified tax reporting as compared to investing in a private fund |
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| · | Liquidity; Broker Custody. Consideration in the form of Ready Capital’s common stock provides Mosaic investors with greater access to real-time liquidity and upon the initial one-year lock up, investors will be able to custody Ready Capital common stock at their custodian or brokerage firm of choice |
| · | Future Earn-Out Potential. CER provides opportunity for Mosaic Investors to receive deferred consideration and creates powerful incentive for all parties to patiently optimize the embedded value of Mosaic’s portfolio |
Additional information on the transaction and the anticipated effects on Ready Capital can be found in the investor deck relating to the mergers on Ready Capital’s website. The investor deck was also furnished by Ready Capital in a Current Report on Form 8-K on the date hereof.
Management, Governance and Corporate Headquarters
Upon completion of the mergers, Ready Capital’s Chairman and Chief Executive Officer Thomas Capasse will continue to lead the company and Ready Capital executives Jack Ross, Thomas Buttacavoli, Andrew Ahlborn, Gary Taylor and Adam Zausmer will remain in their current roles. The combined company will remain headquartered in New York, New York. The Board of the combined company is expected to have nine directors, consisting of Ready Capital’s existing eight directors and one independent director appointed by the Mosaic Manager. Mosaic Manager will not be part of the merger and will remain as an independent company post-merger of one or more of the Mosaic Merger Entities. Mosaic Manager will be led by Ethan Penner and will continue to provide investment management services to certain existing and prospective clients as well as provide certain advisory services to Ready Capital in respect to real estate assets currently owned by the Mosaic Merger Entities.
Timing and Approvals
The transaction has been unanimously approved by the Board of Directors of Ready Capital. The transaction is expected to close during the first quarter of 2022, subject to the respective approvals by the stockholders of Ready Capital and the holders of interests in the Mosaic Funds and other customary closing conditions. The merger of each of the Mosaic Merger Entities with a subsidiary of Ready Capital is subject to the approval of investors of each of the Mosaic Funds, each Mosaic Fund voting to approve the merger separately and independently of the other Mosaic Funds, provided, however, under the merger agreement, Ready Capital’s obligation to acquire MREC TE and MREC IIS is conditioned upon the investors of MREC Onshore approving its merger.
Advisors
Wells Fargo Securities, LLC is acting as exclusive financial advisor and Alston & Bird LLP is acting as legal advisor to Ready Capital. Wedbush Securities Inc. is acting as exclusive financial advisor and Sheppard, Mullin, Richter & Hampton LLP is acting as legal advisor to the Mosaic Funds.
Additional Information about the Mergers
In connection with the proposed mergers, Ready Capital expects to file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4, containing a proxy statement/prospectus, and other documents with respect to the proposed mergers. The proxy/prospectus will contain important information about the proposed transaction and related matters. STOCKHOLDERS OF READY CAPITAL AND MOSAIC INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED BY READY CAPITAL WITH THE SEC CAREFULLY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT READY CAPITAL, THE MOSAIC FUNDS AND THE PROPOSED MERGERS.
Stockholders of Ready Capital and Mosaic investors may obtain free copies of the registration statement, the proxy statement/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.
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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”).
Participants in Solicitation Relating to the Mergers
Ready Capital and its directors and executive officers, and certain other affiliates of Ready Capital may be deemed to be participants in the solicitation of proxies from the stockholders of Ready Capital in respect of the proposed mergers. Information regarding Ready Capital’s directors and executive officers can be found in Ready Capital’s definitive proxy statement filed with the SEC on April 30, 2021 and Ready Capital’s most recent Annual Report filed on Form 10-K for the fiscal year ended December 31, 2020. Additional information regarding the interests of such potential participants will be included in the proxy statement/prospectus and other relevant documents filed with the SEC in connection with the proposed mergers if and when they become available. These documents are available free of charge on the SEC’s website and from Ready Capital using the sources indicated above.
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 are based on current expectations and beliefs of Ready Capital and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements; Ready Capital cannot give any assurance that its expectations will be attained.
Factors that could cause actual results to differ materially from expectations include, but are not limited to, the risk that the mergers 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 stockholder approvals relating to the mergers and issuance of shares in connection therewith or the failure to satisfy the other conditions to completion of the mergers; risks related to disruption of management attention from the ongoing business operations due to the proposed mergers; the effect of the announcement of the proposed mergers on the operating results and businesses generally of Ready Capital and the Mosaic Funds; 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; 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 the Mosaic Funds; risks related to integrating a constructing lending platform; 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 relating to the COVID-19 pandemic and its effect, including the responses of governments and industries, on the construction sector and projects 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. Ready Capital does not undertake any obligation to update these statements for revisions or changes after the date of this press release, except as required by law.
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About Mosaic
Mosaic Real Estate Investors, (“Mosaic”) was co-founded in 2015 by Ethan Penner as an opportunistic real estate structured finance firm focused on real estate debt and debt-like investments. Mosaic created MREC Manager, an SEC registered investment adviser, to serve as the investment adviser to certain private funds and managed accounts, including the Mosaic Funds.
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-sized 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 400 lending professionals nationwide. The company is externally managed and advised by Waterfall Asset Management, LLC.
Contact
Ready Capital
Investor Relations
Ready Capital Corporation
212-257-4666
InvestorRelations@readycapital.com
Ready Capital Media Relations
PR@readycapital.com
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Exhibit 99.2
| READY CAPITAL CORPORATION TO ACQUIRE MOSAIC REAL ESTATE CREDIT November 4, 2021 |
| 2 Disclaimer 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”). 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 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbor provided by the same. These statements are based on 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, applicable regulatory changes; general volatility of the capital markets; 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 the 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 a constructing lending platform; 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 relating to the COVID-19 pandemic and its effect, including the responses of governments and industries, on the construction sector and projects; 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 June 30, 2021, 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 for the most recent GAAP information. |
| 3 Agenda I. Ready Capital & Waterfall Asset Management Overview II. Mosaic Real Estate Credit Overview III. Transaction Summary and Benefits to RC Shareholders and Mosaic Investors |
| Ready Capital and Waterfall Asset Management Overview |
| 5 Ready Capital Corporation Overview of Ready Capital • Ready Capital Corporation (NYSE: RC) (“Ready Capital”) is a multi- strategy real estate finance company that acquires, originates and services commercial real estate loans (“CRE”) and securities and is structured as a real estate investment trust (“REIT”) • Ready Capital specializes in small balance commercial (“SBC”) loans, including agency multi-family, investor and bridge as well as SBA 7(a) business loans • Loans range in original principal amounts generally up to $35 million • Headquartered in New York, NY, Ready Capital employs over 400 lending professionals nationwide and is externally managed and advised by Waterfall Asset Management, LLC Investment Portfolio Breakdown (1) (2) Source: Company Website; Management; FactSet; S&P Capital IQ Pro (1) Ready Capital portfolio metrics as of June 30, 2021 and market data as of November 3, 2021 (2) Includes loans, MBS, servicing assets, JV investments, real estate owned and purchased future receivables (3) Return on Equity is an annualized percentage equal to quarterly net income over the average monthly total stockholders’ equity for the period Key Statistics (1) $8,977 million Total Assets $1,105 million Market Capitalization $14.87 Book Value Per Share 10.8% Dividend Yield 34% 31% 14% 13% 7% 1% SBA Originations, Acquisitions & Servicing SBC Originations - Bridge SBC Originations - Fixed Rate Loan Acquisitions Residential Mortgage Banking SBC Originations - Freddie Mac SBC Loan Originations & Acquisitions Small Business Lending Residential Mortgage Banking • Investor SBC lending across 7 products (bridge to stabilized properties) & portfolio acquisitions • $4.8 billion portfolio with 4-6% target coupon • Owner occupied SBC lending through SBA 7(a), USDA & unsecured small business. 1 of 14 non-Bank 7(a) SBA lenders • $648 million portfolio with target coupon of Prime + 200 – 275 bps • Agency residential mortgage loan originations and servicing focused on agency market • $10.4 billion servicing rights portfolio with target low-teens levered return Diverse and Complementary Business Segments $1,288 million Total Equity 10.0% Return on Equity (3) |
| 6 Proven Track Record of Successful Transactions Source: Company Filings Note: The Mosaic Real Estate Credit merger has been announced but not yet closed and remains subject to each party’s respective investors’ approval of the transaction and customary closing conditions October 31, 2016 Reverse Merger November 8, 2018 Merger October 31, 2019 Acquisition December 9, 2020 Merger August 3, 2021 Acquisition November 3, 2021 Merger Ready Capital is one of the most active and successful acquirers in the mortgage REIT sector, having completed five transactions since 2016, including three public company mergers SBC Lending and Investing SBC Lending and Investing SBC Lending Technology Residential Mortgage Multifamily Affordable Housing Structured Real Estate Finance Increased Scale and Diversification Created the Only SBC-focused Public Specialty Finance Company at the Time Increased Scale and Growth Expanded Capital Base to Over $750M to Support SBC Lending Growth Targets Increased Efficiency and Product Offerings Expanded Platform to Small Businesses and Improved Lending Platform Efficiency Increased Scale and Liquidity Enabled Efficiencies to Support Growth into a Diversified, Industry-Leading Mortgage REIT Increased Diversification and Growth Expanded Capabilities and Demonstrated Commitment to Affordable Housing Increased Scale and Diversification Growing Capital Base to Over $1.7B and Expanding Platform into Construction Finance Date / Structure Industry Subsector Highlights Ready Capital’s Multidimensional Platform Offers Unique Value Proposition Highly diversified portfolio yielding compelling growth opportunities Differentiated scale and strong origination volume driving attractive ROEs History of seamlessly integrating acquisitions |
| 7 Track Record of Value Creation $875 million of Debt and Equity Capital Raised and 12 Securitizations Completed(2) 3-Year Total Return 157.6% Growth in Distributable Earnings between 3Q18 and 2Q21 184.7% Growth in Quarterly Origination Volume between 3Q18 and 2Q21 The contemplated transaction would provide additional scale and capital to continue the execution of Ready Capital’s diversified and successful business strategy Source: FactSet; S&P Capital IQ Pro; Company Filings Note: Market data as of November 3, 2021 (1) Peer Average includes STWD, BXMT, ARI, ABR, ACRE, and LADR (2) Between October 2018 and October 2021 (1) |
| KEY MANAGEMENT Thomas Capasse Managing Partner, Co-founder Jack Ross Managing Partner, Co-founder Waterfall – A Successful & Proven Asset Manager ABS 35% Loan 29% RC 35% PE 1% * As of August 16, 2021 (1) 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 does not participate as an investor whose primary investment strategy will involve SBC mortgage loans, unless Waterfall obtains the prior approval of a majority of the Company's board of directors (including a majority of its independent directors), or (ii) acquire a portfolio of assets, a majority of which (by value or UPB) are SBC mortgage loans on behalf of another investment vehicle (other than acquisitions of SBC ABS), unless the Company is first 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. Waterfall consists of a dedicated team of 71 investment professionals who have extensive experience in SBC distressed asset acquisition, loan origination, asset management and capital markets Permanent Capital GROUP EMPLOYEES* Investment Professionals 71 Finance and Operations 74 Legal/Compliance/HR/Business Dev. 16 • SEC-registered credit investment advisor founded in 2005 • Top 10 global manager with focus on real estate loans & ABS • Principals were early pioneers of the ABS industry with 60+ years combined experience o Co-founders started Merrill Lynch ABS business in 1980s and worked together for 20 years • RC has the right of first refusal on all SBC loans sourced by WAM(1) Total GAV $25.3B 8 |
| Mosaic Real Estate Credit Overview |
| 10 An Introduction to Mosaic Real Estate Credit Overview of Mosaic • Co-founded in 2015 by Ethan Penner, Mosaic Real Estate Credit is a privately held, U.S. real estate structured finance opportunities fund that seeks to generate superior risk-adjusted returns through the origination and purchase of real estate debt and related instruments Mosaic Investment Strategy • Mosaic’s portfolio is largely represented by the following investment strategies: (i) Construction Lending, (ii) Preferred Equity Light Value-Add Multi-family, (iii) Pre-Construction Development Finance, and (iv) Large Lot Residential Land Finance • Mosaic focuses on lending to and investing with real estate operators with proven track records; in the underwriting and structuring of its investments, heavy emphasis is placed upon the viability of the real estate and the staying power that Mosaic has to ride out any macroeconomic downturns • Mosaic is well known in the industry for its reliability, creativity, and speed of execution; this combination, combined with its orientation to focus on meeting unmet needs in the market, has enabled its team to become a premier “first call” lender and to foster significant relationships with operators and brokers • Mosaic’s investment process is governed by stringent risk management, fundamental value analysis, portfolio diversification, and diligent structuring and underwriting Source: Company Website; Management (1) Mosaic portfolio metrics as of June 30, 2021 (2) Solely with respect to those entities that are part of the proposed merger (3) Represents percentage of Mosaic total funded loan commitment Investment Portfolio Highlights (1) 32 Total Number of Investments $565 million (2) Total Funded Commitments $43M $311M $532M $1,013M $2,298M $2,534M 2015 2016 2017 2018 2019 2020 Total Originations Since Inception Land, 30.0% Residential, 29.4% Mixed Use, 20.2% Lodging, 14.8% Office, 3.2% Industrial, 2.5% Senior Secured 1st Lien, 75.4% Preferred Equity, 22.7% 2nd Lien, 1.9% Asset Type Portfolio Breakdown (3) Seniority |
| 11 Mosaic Portfolio Summary as of June 30, 2021 Investment Portfolio Breakdown by Loan Type (1) 56.9% 22.7% 18.4% 1.9% Const. Financing Preferred Equity Pre-Dev Loan Mezzanine Funded Commitment: $565M Investment Portfolio Breakdown by Loan Characteristic (1) Investment Type Use of Proceeds Loans by Size Loans by U.S. Geography Source: Management (1) Represents percentage of Mosaic total funded loan commitment 55.7% 17.3% 8.4% 7.6% 7.4% 3.2% 0.4% Construction Acquisition Reposition Pre-Development Pre-Development Land Land Lease-up Commissions & Tenant Improvements Acquisition, Capital Expenditures, Tax & Insurance 19.0% 32.7% 20.4% 27.9% <$25M $25 - $50M $50 - 75M $75M + 38.4% 18.0% 13.3% 9.3% 9.2% 11.9% West Coast Southeast Southwest Northwest Northeast Other |
| Transaction Summary and Benefits to RC Shareholders & Mosaic Investors |
| • Stock-for-stock merger between Ready Capital Corporation (NYSE: RC) and Mosaic Real Estate Credit, LLC and certain parallel investment vehicles, including Mosaic Real Estate Credit TE, LLC and MREC International Incentive Split LP (a subsidiary of Mosaic Real Estate Credit Offshore, LP) (collectively, "Mosaic" or "MREC") • Mosaic shareholders will receive stock consideration based on an adjusted book-for-book exchange o Respective book values calculated at a future determination date o Mosaic’s adjusted book value reflects $98.9 million discount o Implied upfront consideration of ~$471 million or 30.344 million shares based on June 30, 2021 financials (2) • In addition to upfront stock consideration, Mosaic shareholders will receive a Contingent Equity Right (“CER”) o The CER will be structured to allow Mosaic shareholders to participate in up to 90% of associated asset recoveries related to the initial discount o Additionally, CER holders entitled to receive accrued dividends associated with stock being delivered o CER consideration and dividends will be determined at end of a three-year term and delivered in stock • Following consummation of the merger, Ready Capital’s current external manager, Waterfall Asset Management, LLC (“Waterfall”), will continue to serve as the external manager of the pro-forma entity • Ready Capital’s senior management team will remain the senior management of the combined company • Ready Capital’s board of directors will be increased by one member and one designated Mosaic director will be nominated to Ready Capital’s board • Ready Capital and/or its affiliates intend to offer employment to substantially all of Mosaic’s employees, and Mosaic’s external manager will remain a separate company and will not be part of the merger • Approvals of Ready Capital stockholders and Mosaic investors required; customary regulatory consents and approvals • Closing of the transaction is expected in the first quarter of 2022 • ~70% current Ready Capital shareholders / ~30% current Mosaic shareholders • $565 million of funded assets • $552 million of consolidated shareholders’ equity 13 Transaction Summary Transaction Summary Total Consideration Pro Forma Ownership External Manager Governance & Social Matters Required Approvals Expected Closing Note: Implied merger consideration and pro-forma ownership based on estimated June 30, 2021 book value and Ready Capital share price as of November 3, 2021 (1) Mosaic existing portfolio metrics as of June 30, 2021; (2) Based on each company’s respective adjusted book value per share as calculated prior to closing and defined in the Transaction Agreement Mosaic Existing Portfolio (1) |
| 14 Strategic Investment Opportunity Opportunity to acquire market leading commercial real estate investment platform focused on providing differentiated capital solutions across the middle market sector with an emphasis on construction lending Diverse portfolio of construction loans, preferred equity and pre-construction development financing with complementary risk profile Attractive portfolio yields of 10%+ resulting in strong, predictable cash flows Ability to add new SBC construction lending platform with a focus on high conviction sectors including multi-family and industrial collateral, unique among other SBC lenders Added scale accelerates ability to grow assets across core investment channels Experienced origination and asset management teams with deep industry experience |
| 15 Compelling and Attractive Combination Pro-Forma Combined Company Invested Assets (1) Investment Portfolio by Investment Type Total Equity (2) % CRE ROE (3) $5,705 $565 ~$6,270 ($ in Millions) $1,288 $552 ~$1,727 ~10.7% 83.8% 11.4% 4.9% SBC Loan Originations and Acquisitions ($4,778M) Small Business Lending ($648M) Residential Mortgage Banking ($279M) 56.9% 22.7% 18.4% 1.9% Const. Financing ($321M) Preferred Equity ($128M) Pre-Dev Loan ($104M) Mezzanine ($11M) 95.1% 100.0% ~95.5% 10.0% 10.2% Source: Company Filings Note: Financial information and portfolio level data as of June 30, 2021 (1) Total Invested Assets for Ready Capital based on unpaid principal balance and excludes Paycheck Protection Program loans; (2) Pro-Forma Combined Company Equity estimated based on June 30, 2021 book values adjusted for certain transaction expenses and the portfolio discount of $98.9 million; (3) Return on Equity calculated as annualized percentage equal to MRQ net income divided by total stockholders’ equity Investment Portfolio by Seniority 99.3% 0.7% First Mortgage ($5,666M) Subordinated Mortgage ($40M) 75.4% 22.7% 1.9% Senior Secured 1st Lien ($426M) Preferred Equity ($128M) 2nd Lien ($11M) 97.1% 2.0% 0.8% First Lien ($6,091M) Preferred Equity ($128M) Subordinated ($51M) 85.2% 10.3% 4.5% SBC Loan Originations and Acquisitions ($5,343M) Small Business Lending ($648M) Residential Mortgage Banking ($279M) |
| Small Business Lending Residential Mortgage Banking Owner occupied SBC lending through SBA 7(a), USDA & unsecured small business. 1 of 14 non-Bank 7(a) SBA lenders Residential mortgage loan originations and servicing focused on agency market Revenue from gain on secondary market sale, net interest income and servicing fees on retained interest Revenue from gain on sale of production and servicing fees from retained MSR Prime + 200 – 275 bps 100 – 175 bps $648 million $10.4 billion Differentiated, Multi-Channel Mortgage REIT The combination of Ready Capital and Mosaic would position the combined company as the 7th largest commercial mortgage REIT and establishes a unique platform poised for long-term, organic growth across diversified origination channels The combined company will have the ability to provide capital solutions across the full life cycle of commercial real estate investing The combined company will continue to have three diverse segments and Ready Capital will continue to allocate capital opportunistically to the highest ROE businesses across the economic cycle Continue to operate as largest non-bank lender to both investors in and owners of SBC properties with pro-forma market capitalization over $1.6 billion (1) All-weather investment strategy as a direct lender and acquirer of bulk portfolios, including distressed $1.7 billion (2) equity capital supporting $6.3 billion (3) portfolio of over 5,700 loans diversified across 50 states & Europe with 99% senior lien (1) As of November 3, 2021 and calculated based on illustrative pro-forma shares of 101.730 million; (2) Inclusive of preferred stock and pro-forma based on June 30, 2021 stockholders’ equity balances; (3) Excludes Paycheck Protection Program loans; (4) Portfolio Size as of June 30, 2021 and represents unpaid principal balance for SBC Loan Originations, Small Business Lending, and Residential Mortgage Banking businesses. Residential Mortgage Banking portfolio size includes servicing portfolio. Mosaic portfolio as of June 30, 2021 and represents funded loan balance SBC Loan Originations & Acquisitions Mosaic Products Strategy Targeted Return Investor SBC lending across 7 products (bridge to stabilized properties) & portfolio acquisitions Middle-market lending focused on construction, preferred equity multifamily, and pre-construction development finance NIM from retained SBC portfolio supplemented by gain on sale income from Agency production Opportunistic originations to borrowers with proven track record in densely populated cities Portfolio Size (4) 4 – 6% 8 – 10% $4.8 billion $565 million 16 Pro Forma SBC Loan Originations & Acquisitions |
| $4.5 $4.2 $2.4 $2.3 $2.0 $1.8 $1.7 $1.5 $1.5 $1.4 $1.3 $1.3 $1.3 $0.9 Starwood Property Trust Blackstone Mortgage Trust Claros Mortgage Trust Apollo Commercial Real Estate Finance Arbor Realty Trust Franklin BSP Realty Trust Pro-Forma Ready Capital BrightSpire Capital Ladder Capital Corp TPG RE Finance Trust KKR Real Estate Finance Trust Hannon Armstrong Sustainable Infrastructure Capital Ready Capital Granite Point Mortgage Trust 17 Strategic Combination Overview Pro-Forma Equity Base Enhanced Capital Base Scale and Operating Efficiency Shareholder Liquidity Pro-Forma Entity Highlights 1. Significant capital base to fund cycle-proven, diversified investment strategy 2. Strong balance sheet and abundant liquidity 3. Highly scalable business model Note: Financial data as of June 30, 2021 for STWD, CMTG, FBRT, BRSP, HASI, RC, and GPMT and as of September 30, 2021 for BXMT, ARI, ABR, LADR, TRTX, and KREF; based on total stockholders’ equity (including preferred equity) (1) Pro forma shareholders’ equity based on June 30, 2021 pro forma total shareholder’s equity from proxy statement filed on September 22, 2021; (2) Shareholders’ equity base adjusted to include $108.8M common stock raise on October 27, 2021 ~$440 million of equity ($ in billions) (2) (1) |
| 18 Benefits to Ready Capital Stockholders • $1.7B+ combined equity base allows for greater market presence and further optimization of funding sources • Access to incremental capital will enhance Ready Capital’s diversified investment strategy and capitalizes on the breadth of Waterfall’s capabilities Highly Accretive • Transaction expected to be accretive to core earnings and book value per share over the next 12 – 14 months (1) • Strong portfolio yields (10%+) resulting in improved distributable earnings profile Improved Cost Structure and Financial Position • Shareholders will benefit from potential cost and operational efficiencies resulting from increased scale of combined platforms • Further augments Ready Capital’s strong liquidity position Lower Leverage • Un-levered Mosaic portfolio results in immediate de-leveraging impact to Ready Capital • Opportunity to enhance yields through capital structure optimization strategies Growth Opportunities from Diversified Investments • Expands Ready Capital’s existing transitional lending into middle-market construction lending, which exhibits a complementary risk / return profile to the Company’s existing strategies and is attractive to borrowers in the current market • Ability to originate loans in new markets with strong borrower relationships Enhanced Scale and Market Presence Attractive Structural Features • CER structure creates strong alignment between Ready Capital and Mosaic to promote desired performance outcomes for discounted assets while protecting against adverse portfolio developments (1) Core earnings and book value per share accretion excludes the impact of Paycheck Protection Program loans and Paycheck Protection Program Liquidity Facility borrowings |
| 19 Benefits to Mosaic Investors • Consideration in the form of Ready Capital shares provides current Mosaic investors enhanced shareholder liquidity (subject to the 12 month lock up at which time the shares automatically become tradeable on the NYSE) Partner With a Proven Track Record • Access to extensive expertise and resources of Ready Capital’s external manager, Waterfall Asset Management • Strong track record of successfully acquiring and integrating platforms, including three public company mergers Enhanced Scale and More Diversified Business Model • Diversified investment strategy provides differentiated ability to generate assets with attractive risk adjusted returns across cycles • Greater scale augments liquidity profile and enables access to additional funding sources to support development of asset portfolio Shareholder Liquidity Event • Potential to recover substantial portion of upfront credit marks through contingent equity rights mechanism Opportunity for Deferred Consideration • Ready Capital has track record of maintaining a stable book value and attractive ROE across market cycles • Benefit from larger and more consistent dividend Robust Operating Performance and Financial Position • Consideration mix creates powerful incentive structure for all parties to patiently optimize the embedded value of Mosaic’s portfolio Strong Future Alignment • Anticipated increase in dividend yield and reduction in expenses Increased Return Profile |
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