8-K
filed May 31, 2023, 7:59 PM ET
CIK 0001784797
M&A
confidence high
sentiment neutral
materiality 1.00
Broadmark Realty Capital Inc.: M&A transaction — Broadmark Realty completes merger with Ready Capital; BRMK shares converted at 0.47233 RC shares
Broadmark Realty Capital Inc.
- Effective May 31, 2023, Broadmark merged with RCC Merger Sub; surviving company is Ready Capital.
- Each BRMK share converted into 0.47233 shares of RC common stock (NYSE:RC); cash for fractional shares.
- Credit agreement with JPMorgan Chase terminated in connection with merger.
- BRMK trading suspended and delisted from NYSE; Company to file Form 15 to suspend reporting.
- All directors and executive officers of Broadmark ceased to hold positions at Effective Time.
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 departed as Director at Broadmark Realty Capital Inc..
- Action
- ceased to serve
- Role
- Director
Exact text from the filing
As of the Effective Time, as contemplated by the Merger Agreement (and not because of any disagreement with the Company), the Company’s directors ceased serving in such capacity. These directors are Jeffrey B. Pyatt, Stephen G. Haggerty, Daniel J. Hirsch, David A. Karp, Norma J. Lawrence, Kevin M. Luebbers and Pinkie D. Mayfield.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jeffrey B. Pyatt departed as Executive Officer at Broadmark Realty Capital Inc..
- Action
- ceased to be
- Role
- Executive Officer
Exact text from the filing
In addition, at the Effective Time, each of the executive officers of the Company, Jeffrey B. Pyatt, Jonathan Hermes, Kevin M. Luebbers and Nevin Boparai, ceased to be an executive officer of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kevin M. Luebbers departed as Executive Officer at Broadmark Realty Capital Inc..
- Action
- ceased to be
- Role
- Executive Officer
Exact text from the filing
In addition, at the Effective Time, each of the executive officers of the Company, Jeffrey B. Pyatt, Jonathan Hermes, Kevin M. Luebbers and Nevin Boparai, ceased to be an executive officer of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jonathan Hermes departed as Executive Officer at Broadmark Realty Capital Inc..
- Action
- ceased to be
- Role
- Executive Officer
Exact text from the filing
In addition, at the Effective Time, each of the executive officers of the Company, Jeffrey B. Pyatt, Jonathan Hermes, Kevin M. Luebbers and Nevin Boparai, ceased to be an executive officer of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Stephen G. Haggerty departed as Director at Broadmark Realty Capital Inc..
- Action
- ceased to serve
- Role
- Director
Exact text from the filing
As of the Effective Time, as contemplated by the Merger Agreement (and not because of any disagreement with the Company), the Company’s directors ceased serving in such capacity. These directors are Jeffrey B. Pyatt, Stephen G. Haggerty, Daniel J. Hirsch, David A. Karp, Norma J. Lawrence, Kevin M. Luebbers and Pinkie D. Mayfield.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kevin M. Luebbers departed as Director at Broadmark Realty Capital Inc..
- Action
- ceased to serve
- Role
- Director
Exact text from the filing
As of the Effective Time, as contemplated by the Merger Agreement (and not because of any disagreement with the Company), the Company’s directors ceased serving in such capacity. These directors are Jeffrey B. Pyatt, Stephen G. Haggerty, Daniel J. Hirsch, David A. Karp, Norma J. Lawrence, Kevin M. Luebbers and Pinkie D. Mayfield.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David A. Karp departed as Director at Broadmark Realty Capital Inc..
- Action
- ceased to serve
- Role
- Director
Exact text from the filing
As of the Effective Time, as contemplated by the Merger Agreement (and not because of any disagreement with the Company), the Company’s directors ceased serving in such capacity. These directors are Jeffrey B. Pyatt, Stephen G. Haggerty, Daniel J. Hirsch, David A. Karp, Norma J. Lawrence, Kevin M. Luebbers and Pinkie D. Mayfield.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Daniel J. Hirsch departed as Director at Broadmark Realty Capital Inc..
- Action
- ceased to serve
- Role
- Director
Exact text from the filing
As of the Effective Time, as contemplated by the Merger Agreement (and not because of any disagreement with the Company), the Company’s directors ceased serving in such capacity. These directors are Jeffrey B. Pyatt, Stephen G. Haggerty, Daniel J. Hirsch, David A. Karp, Norma J. Lawrence, Kevin M. Luebbers and Pinkie D. Mayfield.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Nevin Boparai departed as Executive Officer at Broadmark Realty Capital Inc..
- Action
- ceased to be
- Role
- Executive Officer
Exact text from the filing
In addition, at the Effective Time, each of the executive officers of the Company, Jeffrey B. Pyatt, Jonathan Hermes, Kevin M. Luebbers and Nevin Boparai, ceased to be an executive officer of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jeffrey B. Pyatt departed as Director at Broadmark Realty Capital Inc..
- Action
- ceased to serve
- Role
- Director
Exact text from the filing
As of the Effective Time, as contemplated by the Merger Agreement (and not because of any disagreement with the Company), the Company’s directors ceased serving in such capacity. These directors are Jeffrey B. Pyatt, Stephen G. Haggerty, Daniel J. Hirsch, David A. Karp, Norma J. Lawrence, Kevin M. Luebbers and Pinkie D. Mayfield.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Norma J. Lawrence departed as Director at Broadmark Realty Capital Inc..
- Action
- ceased to serve
- Role
- Director
Exact text from the filing
As of the Effective Time, as contemplated by the Merger Agreement (and not because of any disagreement with the Company), the Company’s directors ceased serving in such capacity. These directors are Jeffrey B. Pyatt, Stephen G. Haggerty, Daniel J. Hirsch, David A. Karp, Norma J. Lawrence, Kevin M. Luebbers and Pinkie D. Mayfield.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Broadmark Realty Capital Inc. underwent a change of control involving Ready Capital Corporation (closed 2023-05-31).
- Action
- change of control
- Counterparty
- Ready Capital Corporation
- Closing
- 2023-05-31
Exact text from the filing
On May 31, 2023, pursuant to the Merger Agreement, the Company merged with and into Merger Sub, with Merger Sub continuing as the surviving company.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Broadmark Realty Capital Inc. terminated Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent, and the Lenders party thereto (effective 2023-05-31).
- Action
- termination
- Agreement
- credit facility
- Counterparty
- JPMorgan Chase Bank, N.A., as administrative agent, and the Lenders party thereto
- Effective
- 2023-05-31
Exact text from the filing
On May 31, 2023, in connection with the consummation of the Merger, the Company terminated that certain Credit Agreement, dated as of February 19, 2021, by and among the Company, the Lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, as amended (the “Credit Agreement”).
View on SEC.gov
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