Ready Capital Corporation Announces Completion of Merger
14 March 2025 - 8:10AM
Ready Capital Corporation (NYSE: RC) (“Ready Capital” or the
“Company”) today announced that it has completed the previously
announced acquisition of United Development Funding IV (“UDF IV”)
(the “Merger”) pursuant to the terms of the Agreement and Plan of
Merger, dated as of November 29, 2024, by and among Ready Capital,
RC Merger Sub IV, LLC, and UDF IV. The combined company will
conduct business under the name “Ready Capital Corporation” and
will continue to trade on the New York Stock Exchange under the
ticker symbol “RC.”
At the effective time of the Merger, each
outstanding common share of beneficial interest, par value $0.01
per share, of UDF IV was automatically cancelled and retired and
converted into the right to receive (i) 0.416 shares of Ready
Capital’s common stock, $0.0001 par value per share (“Ready Capital
Common Stock”) and (ii) 0.416 contingent value rights (“CVRs”)
representing the potential right to receive additional shares of
Ready Capital Common Stock after the end of each of (1) the period
beginning on October 1, 2024, and ending on December 31, 2025 and
(2) the three subsequent calendar years, based upon cash proceeds
received by Ready Capital and its subsidiaries in respect of a
portfolio of five UDF IV loans. No fractional shares of Ready
Capital Common Stock were issued in the Merger, and the value of
any fractional shares to which a former UDF IV shareholder was
otherwise entitled was paid in cash.
“We look forward to scaling our portfolio,
expanding our core business, and unlocking exciting growth and
value creation opportunities,” stated Thomas Capasse, Ready
Capital’s Chairman and Chief Executive Officer.
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. 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 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
provide 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, 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 or relating
to UDF IV; risks related to disruption of management attention from
the ongoing business operations due 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 business of Ready Capital; 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. Ready Capital undertakes no 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.
Advisors
Piper Sandler & Co. acted as exclusive
financial advisor and Alston & Bird LLP acted as legal advisor
to Ready Capital. Moelis & Company LLC acted as exclusive
financial advisor to UDF IV, Gibson, Dunn & Crutcher LLP acted
as legal advisor to UDF IV and Holland & Knight LLP acted as
legal advisor to the special committee of the UDF IV Board of
Trustees.
Contact
Investor Relations Ready Capital Corporation212-257-4666
InvestorRelations@readycapital.com
Ready Capital Media Relations PR@readycapital.com
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