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)
October 25, 2019

READY CAPITAL 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.)

1251 Avenue of the Americas,

50th Floor

New York, NY 10020

(Address of principal executive offices)
(Zip Code)

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

(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:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	RC	New York Stock Exchange
7.00% Convertible Senior Notes due 2023	RCA	New York Stock Exchange
6.50% Senior Notes due 2021	RCP	New York Stock Exchange
6.20% Senior Notes due 2026	RCB	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company 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 o

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.   o

Item 3.02              Unregistered Sales of Equity Securities.

On October 25, 2019, Ready Capital Corporation (the “Company”) acquired all of the outstanding membership interests of Knight Capital LLC (“Knight”), a leading technology-driven platform that provides working capital to small and medium sized businesses across all 50 states, in exchange for cash and 658,771 shares of common stock, par value $0.0001 per share, of the Company issued to the former members of Knight in a private placement transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. No general solicitation or underwriters were involved in the issuance.

The Company issued a press release on October 31, 2019 announcing the acquisition. A copy of the press release is furnished herewith as Exhibit 99.1 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press release issued by Ready Capital Corporation, dated October 31, 2019

2

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.

Ready Capital Corporation
By:	/s/ Andrew Ahlborn
Name:	Andrew Ahlborn
Title:	Chief Financial Officer

Dated: October 31, 2019

3

EX-99.1

Exhibit 99.1

Ready Capital Acquires Knight Capital

Expands Funding Solutions to Small Businesses Through Acquisition of Technology-Driven Working Capital
Finance Platform

New York, New York, October 31, 2019 / PRNewswire / — Ready Capital Corporation (NYSE:RC) (“Ready Capital” or the “Company”), a multi-strategy real estate finance company that originates, acquires, finances and services small to medium-sized balance commercial loans, today announced it has acquired Knight Capital LLC (“Knight Capital”).

Knight Capital is a leading technology-driven platform that provides working capital to small and medium sized businesses across all 50 states. Through its business funding platform, Knight Capital supports business operations by offering a faster alternative to conventional bank funding. Knight Capital achieves a competitive edge within its industry through the use of proprietary technology to enable more efficient underwriting as well as industry-leading best practices and high customer satisfaction rates.

“The acquisition of Knight Capital expands Ready Capital’s product offering to small businesses and does so on a platform that has achieved scale.” said Tom Capasse, Ready Capital’s Chairman and Chief Executive Officer. “Furthermore, the addition of Knight Capital will allow us to leverage its proprietary technology to further increase the efficiency of Ready Capital’s lending platform, enhance our borrowers’ experience and expand existing customer acquisition channels.”

Ready Capital acquired all of the outstanding membership interests of Knight Capital in exchange for cash and 658,771 shares of Ready Capital common stock issued to the former members of Knight Capital in a private placement transaction.

About Ready Capital

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 400 lending professionals nationwide. The Company is externally managed and advised by Waterfall Asset Management, LLC.

Safe Harbor / 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 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. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Advisors

Keefe, Bruyette & Woods, Inc., A Stifel Company, acted as financial advisor and Alston & Bird LLP acted as legal advisor to Ready Capital in the transaction.  Piper Jaffray & Co. acted as financial advisor and Greenberg Traurig, P.A. acted as legal advisor to Knight Capital. ICR, LLC acted as communication advisor.

Contact

Investor Relations
Ready Capital Corporation
212-257-4666
InvestorRelations@readycapital.com