8-K
filed May 31, 2023, 7:59 PM ET
ticker RC
CIK 0001527590
M&A
confidence high
sentiment neutral
materiality 0.75
Ready Capital Corp (RC): M&A transaction — Ready Capital completes merger with Broadmark; issues ~62.2M shares for 0.47233x exchange ratio
Ready Capital Corp
- Each Broadmark share converted into 0.47233 Ready Capital shares; no fractional shares issued, cash paid in lieu.
- Ready Capital issued 62,229,623 shares; former Broadmark stockholders own ~36% of combined company.
- Board expanded by three: Daniel J. Hirsch, Kevin M. Luebbers, Pinkie D. Mayfield appointed as directors.
- Merger Sub assumed Broadmark's $100M 5.00% Senior Notes due 2026 with customary covenants and defaults.
- Broadmark common stock last traded May 30, 2023; suspended from NYSE trading effective May 31.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Pinkie D. Mayfield was appointed as director at Ready Capital Corp.
- Action
- appointed
- Role
- director
Exact text from the filing
the board of directors of Ready Capital (the “Board”) increased the size of the Board by three member and appointed Daniel J. Hirsch, Kevin M. Luebbers, and Pinkie D. Mayfield to the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Daniel J. Hirsch was appointed as director at Ready Capital Corp.
- Action
- appointed
- Role
- director
Exact text from the filing
the board of directors of Ready Capital (the “Board”) increased the size of the Board by three member and appointed Daniel J. Hirsch, Kevin M. Luebbers, and Pinkie D. Mayfield to the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kevin M. Luebbers was appointed as director at Ready Capital Corp.
- Action
- appointed
- Role
- director
Exact text from the filing
the board of directors of Ready Capital (the “Board”) increased the size of the Board by three member and appointed Daniel J. Hirsch, Kevin M. Luebbers, and Pinkie D. Mayfield to the Board
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Ready Capital Corp underwent a change of control involving Broadmark Realty Capital Inc. (closed 2023-05-31).
- Action
- change of control
- Counterparty
- Broadmark Realty Capital Inc.
- Closing
- 2023-05-31
Exact text from the filing
Ready Capital, Merger Sub, and Broadmark completed the Merger pursuant to the terms of the Merger Agreement.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Ready Capital Corp entered into Assignment and Assumption Agreement with Broadmark valued at $100.0 million aggregate principal amount of 5.00% Senior Notes due 2026 (effective 2023-05-31).
- Action
- entry
- Agreement
- notes offering
- Counterparty
- Broadmark
- Value
- $100.0 million aggregate principal amount of 5.00% Senior Notes due 2026
- Effective
- 2023-05-31
Exact text from the filing
On May 31, 2023, Merger entered into an assignment and assumption agreement (the “Assignment and Assumption Agreement”) with Broadmark, pursuant to which Broadmark assigned to Merger Sub the Note Purchase Agreement (the “Note Purchase Agreement”) with certain institutional investors relating to the private placement of $100.0 million aggregate principal amount of 5.00% Senior Notes due 2026 (the “Notes”).
View on SEC.gov
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