UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
SCHEDULE TO
Tender Offer Statement
under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange
Act of 1934
(Amendment No. 2)
READY
CAPITAL CORPORATION
(Name of Subject Company
(Issuer))
READY CAPITAL CORPORATION
(Names of Filing Persons
(Offeror and Issuer))
6.25% Series
C Cumulative Convertible Preferred Stock
(Title of Class of Securities)
75574U 705
(CUSIP Number of Class
of Securities)
Thomas E. Capasse
Chairman
and Chief Executive Officer
Ready Capital Corporation
1251
Avenue of the Americas, 50th Floor
New York, NY 10020
Tel: (212) 257-4600
(Name, address and telephone
number of person authorized to
receive notices and communications
on behalf of filing person)
COPIES TO:
Michael J.
Kessler, Esq.
David E. Brown, Esq.
Alston & Bird LLP
90 Park Avenue
New York, New York 10016
(212) 210-9400
CALCULATION OF FILING
FEE
| TRANSACTION
VALUATION* |
|
AMOUNT OF FILING
FEE** |
| $19,605,257.59 |
|
$2,138.93 |
| * | Estimated solely for purposes of calculating the filing fee. This amount is based upon the offer to purchase
up to 779,743 shares of 6.25% Series C Cumulative Convertible Preferred Stock of Ready Capital Corporation at a price equal to 100% of
the $25.00 liquidation preference per share, plus accrued and unpaid dividends (including additional dividends, if any) of $0.14323 per
share as of the date of this filing, which is subject to change. |
| ** | The amount of the filing fee, calculated in accordance with
Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals $109.10 for each $1,000,000 of the value of the transaction. |
x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
| Amount Previously Paid: $2,138.93 |
Filing Party: Ready Capital Corporation |
| Form or Registration No.: Schedule TO |
Date Filed: April 2, 2021 |
¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates:
| ¨ | Third-party tender offer subject to Rule 14d-1. |
| x | Issuer tender offer subject to Rule 13e-4. |
| ¨ | Going-private transaction subject to Rule 13e-3. |
| | ¨ | Amendment to Schedule 13D under Rule 13d-2. |
x Check the box if the filing is a final amendment reporting the results of the tender offer.If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| | ¨ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This
Amendment No. 2 (“Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO, as amended by Amendment
No. 1 filed on April 21, 2021 (this “Schedule TO”), filed by Ready Capital Corporation (the “Company”) with respect
to the right of each holder (each, a “Holder”) of the Company’s 6.25% Series C Cumulative Convertible Preferred Stock,
$0.0001 par value per share (the “Shares”), to require the Company, at the Holder’s option, to purchase for cash all
or any portion of such Holder’s Shares at a purchase price equal to 100% of the liquidation preference of the Shares to be purchased
plus accrued and unpaid dividends (including additional dividends, if any) to, but not including, May 4, 2021, pursuant to the terms and
conditions of (i) the Offer to Purchase and Notice of Fundamental Change, dated April 2, 2021 (the “Notice”), attached hereto
as Exhibit (a)(1), (ii) the Articles Supplementary to the Amended Articles of Incorporation, dated as of January 25, 2007 of Anworth Mortgage
Asset Corporation, a Maryland corporation, and (iii) the Articles Supplementary to the Articles of Amendment of the Company designating
the Shares (the “Articles Supplementary”).
Only
those items amended and supplemented are reported in this Amendment No. 2. Except as specifically provided herein, the information contained
in the Schedule TO remains unchanged, and this Amendment No. 2 does not modify any of the other information previously reported on or
incorporated by reference to the Schedule TO. You should read this Amendment No. 2 together with the Schedule TO and the Notice dated
April 2, 2021.
Items
1 through 9 and Item 11 of the Schedule TO are hereby amended and supplemented to add the following:
On
May 2, 2021, the Company issued a press release announcing the preliminary results of the tender offer, which expired at 5:00 p.m., New
York City time, on April 30, 2021, and on May 5, 2021 the Company issued a press release announcing the final results of the tender offer.
Copies of the preliminary results press release and final results press release are filed as Exhibits (a)(6) and (a)(7), respectively,
to this Schedule TO and are incorporated herein by reference.
ITEM 12.
Exhibits
Item
12 of the Schedule TO is hereby and amended and supplemented to add the following:
SIGNATURE
After due inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| |
READY CAPITAL CORPORATION |
| |
|
| Date:
May 5, 2021 |
|
| |
|
| |
By: |
/s/
Andrew Ahlborn |
| |
|
Andrew
Ahlborn |
| |
|
Chief
Financial Officer |
EXHIBIT INDEX
| Exhibit No. |
| Description |
| (a)(1)(i)* |
| Offer to Purchase and Notice of Fundamental Change to Holders of 6.25% Series C Cumulative Convertible
Preferred Stock, dated April 2, 2021 |
| |
| |
| (a)(1)(ii)* |
| Notice of Guaranteed Delivery |
| |
| |
| (a)(5)* |
| Press Release announcing tender offer for Ready Capital Corporation’s 6.25% Series C Cumulative
Convertible Preferred Stock, dated April 2, 2021 |
| |
| |
| (a)(6) |
| Press Release announcing preliminary results of tender offer for Ready Capital Corporation’s 6.25%
Series C Cumulative Convertible Preferred Stock, dated May 2, 2021 |
| |
| |
| (a)(7) |
| Press Release announcing final results of tender offer for Ready Capital Corporation’s 6.25% Series
C Cumulative Convertible Preferred Stock, dated May 5, 2021 |
| |
| |
| (b) |
| Not applicable. |
| |
| |
| (d)(1) |
| Articles Supplementary to the Amended Articles of Incorporation of Anworth Mortgage Asset Corporation
designating the shares of 6.25% Series B Cumulative Convertible Preferred Stock,$0.01 par value per share (incorporated
by reference to the Current Report on Form 8-K filed by Anworth Mortgage Asset Corporation with the SEC on January 30, 2007) |
| |
| |
| (d)(2) |
| Articles Supplementary to the Articles of Amendment of Ready Capital Corporation designating the shares
of 6.25% Series C Cumulative Convertible Preferred Stock, $0.0001 par value per share (incorporated by reference to Exhibit 3.7 to the
Company’s Form 8-A filed on March 19, 2021) |
| |
| |
| (d)(3) |
| Agreement and Plan of Merger, by and among Ready Capital Corporation, RC Merger Subsidiary, LLC and
Anworth Mortgage Asset Corporation, dated as of December 6, 2020 (incorporated by reference to Exhibit 2.1 to the Company’s Current
Report on Form 8-K filed on December 8, 2020)** |
| |
| |
| (g) |
| Not applicable. |
| |
| |
| (h) |
| Not applicable. |
* Filed Previously
** The disclosure schedules
and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Ready Capital Corporation agrees to furnish supplementally
a copy of any omitted schedule or exhibit to the SEC upon request.
