8-K 1 a17-15261_18k.htm 8-K

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 13, 2017

 

 

SUTHERLAND ASSET MANAGEMENT CORPORATION
(Exact name of registrant as specified in its charter)

 

Maryland

 

001-35808

 

90-0729143

(State or other jurisdiction
of incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

1140 Avenue of the Americas,
7th Floor
New York, NY 10036

(Address of principal executive offices)
(Zip Code)

 

Registrant’s telephone number, including area code: (212) 257-4600

 

n/a
(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

 

 

 


 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

On June 13, 2017, ReadyCap Holdings, LLC (“ReadyCap”), an indirect wholly owned subsidiary of Sutherland Asset Management Corporation (the “Company”), issued $65 million in aggregate principal amount of its 7.50% Senior Secured Notes due 2022 (the “Notes”). ReadyCap’s obligations under the Notes are fully and unconditionally guaranteed (the “Guarantees”) by the Company, Sutherland Partners, L.P. (the “Operating Partnership”), Sutherland Asset I, LLC (the “Direct Parent”) and ReadyCap Commercial, LLC, a wholly-owned subsidiary of ReadyCap (“RCC,” and together with the Company, the Operating Partnership and the Direct Parent, the “Guarantors,” and each a “Guarantor”).  ReadyCap’s and the Guarantors’ respective obligations under the Notes and the Guarantees are secured by a perfected first-priority lien on certain capital stock and assets (collectively, the “Collateral”) owned by certain subsidiaries of the Company.

 

The issuance and sale of the Notes were made pursuant to a purchase agreement, dated June 8, 2017 (the “Purchase Agreement”), by and among ReadyCap, the Guarantors and Waterfall Asset Management, LLC (the “Manager”), the Company’s external manager, on the one hand, and Keefe Bruyette & Woods, Inc., Incapital LLC and Sandler O’Neill & Partners, L.P. (collectively, the “Initial Purchasers”), on the other hand. Pursuant to the Purchase Agreement, ReadyCap agreed to sell to the Initial Purchasers $65 million in aggregate principal amount of the Notes in a private offering exempt from registration in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), for resale by the Initial Purchasers to (1) qualified institutional buyers in reliance on Rule 144A under the Securities Act, (2) institutional investors that qualify as accredited investors, as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, and (3) non-U.S. persons in offshore transactions in accordance with Regulation S under the Securities Act. The Notes are subject to restrictions on transfer and may only be offered or sold in transactions exempt from, or not subject to, the registration requirements of the Securities Act and other applicable securities laws.

 

ReadyCap intends to use the net proceeds from the offering to acquire and originate new assets and for general business purposes.

 

The Notes were issued as additional notes under the indenture, dated as of February 13, 2017 (the “Base Indenture”), by and among ReadyCap, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”), as amended and supplemented by the First Supplemental Indenture, dated as of February 13, 2017 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), by and among ReadyCap, the Guarantors and U.S. Bank, National Association, as trustee and as collateral agent, having identical terms (other than issue date and issue price) to the notes issued on February 13, 2017 under the Indenture. ReadyCap’s payment obligations under the Notes are unconditionally and irrevocably guaranteed, jointly and severally, by the Guarantors.

 

This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

 

ReadyCap and the Guarantors, and their affiliates, have engaged in, and may in the future engage in, various commercial dealings in the ordinary course of business with the Initial Purchasers and the Trustee. Such parties have received, or may in the future receive, customary fees and commissions for these transactions.

 

The terms of the Indenture described in Item 2.03 of the Company’s Current Report on Form 8-K, dated February 13, 2017 are incorporated herein by reference.

 

The description of the Notes, the Guarantees, the Collateral and the Indenture in this Current Report on Form 8-K is qualified by reference in its entirety to the Base Indenture and the Supplemental Indenture, copies of which are filed as Exhibits 4.1 and 4.2. to the Company’s Current Report on Form 8-K, dated February 13, 2017, respectively, and incorporated into this Item 2.03 by reference.

 

2


 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On June 13, 2017, the Board of Directors of the Company (the “Board”) appointed Carole Mortensen to serve as the Chief Operating Officer of the Company, effective immediately.

 

Ms. Mortensen, 46, has worked for the Manager since 2011 as Head of the Asset Management team and most recently as Managing Director of the Capital Markets team. In these roles Ms. Mortensen focused on consumer asset-backed transactions and contributed to the Company’s successful reverse merger with ZAIS Financial Corp. in October of 2016. Before joining the Manager, Ms. Mortensen has held several positions within the financial services industry including Ally Bank (GMAC ResCap), UBS Investment Bank, Credit Suisse and Moody’s Investors Service.

 

The Company does not have agreements with any of its executive officers or any employees of the Manager or the Manager’s affiliates with respect to their cash compensation. Ms. Mortensen, like the Company’s other executive officers, is an employee of the Manager and will not receive cash compensation from the Company for serving as one of its executive officers. The Company expects Ms. Mortensen to be primarily dedicated to the Company.  Pursuant to the Company’s management agreement with the Manager, the Company will pay an allocable share of the compensation of Ms. Mortensen. Accordingly, the Company intends to reimburse up to $500,000 of her compensation and benefits.

 

Item 8.01. Other Events

 

On June 13, 2017, the Board declared a quarterly cash dividend of $0.37 per share of common stock of the Company and operating partnership unit of the Operating Partnership for the quarter ended June 30, 2017 to common stockholders and operating partnership unitholders of record as of June 30, 2017. The dividend will be paid on July 31, 2017.

 

3


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

SUTHERLAND ASSET MANAGEMENT CORPORATION

 

 

 

 

 

By:

/s/ Frederick C. Herbst

 

 

Name:  Frederick C. Herbst

 

 

Title:   Chief Financial Officer

 

 

 

Date: June 15, 2017

 

 

 

4