|
Maryland
|
| |
6798
|
| |
90-0729143
|
|
|
(State or Other Jurisdiction of
Incorporation or Organization) |
| |
(Primary Standard Industrial
Classification Code Number) |
| |
(I.R.S. Employer
Identification Number) |
|
|
Michael J. Kessler, Esq.
David E. Brown, Esq. Alston & Bird LLP 90 Park Avenue New York, New York 10016 (212) 210-9400 |
| |
Jeffrey B. Pyatt
Interim Chief Executive Officer Broadmark Realty Capital Inc. 1420 Fifth Avenue, Suite 2000 Seattle, Washington 98101 (206) 971-0800 |
| |
Scott R. Williams, Esq.
Jessica M. Day, Esq. Sidley Austin LLP One South Dearborn Chicago, Illinois 60603 (312) 853-7000 |
|
| Large accelerated filer ☒ | | | Accelerated filer ☐ | | | Non-accelerated filer ☐ | | | Smaller reporting company ☐ | |
| | | | | | | | | | Emerging growth company ☐ | |
|
Thomas E. Capasse
Chairman, Chief Executive Officer and Chief Investment Officer Ready Capital Corporation |
| |
Jeffrey B. Pyatt
Chairman, Interim Chief Executive Officer Broadmark Realty Capital Inc. |
|
|
If you are a Ready Capital stockholder:
1251 Avenue of the Americas, 50th Floor
New York, New York 10020 (212) 257-4666 Attention: Investor Relations |
| |
If you are a Broadmark stockholder:
1420 Fifth Avenue, Suite 2000
Seattle, Washington 98101 (206) 971-0800 Attention: Investor Relations |
|
| | | | | 1 | | | |
| | | | | 17 | | | |
|
The Companies (Page 53)
|
| | | | 17 | | |
| | | | | 19 | | | |
| | | | | 22 | | | |
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The Broadmark Special Meeting (Page 61)
|
| | | | 22 | | |
| | | | | 23 | | | |
| | | | | 23 | | | |
| | | | | 24 | | | |
| | | | | 24 | | | |
| | | | | 24 | | | |
|
Voting Agreement (Page 135)
|
| | | | 25 | | |
| | | | | 25 | | | |
| | | | | 25 | | | |
| | | | | 26 | | | |
|
Accounting Treatment (Page 109)
|
| | | | 26 | | |
| | | | | 26 | | | |
|
Appraisal Rights (Page 110)
|
| | | | 26 | | |
| | | | | 26 | | | |
| | | | | 28 | | | |
|
Termination Fees and Expenses (Page 132)
|
| | | | 28 | | |
| | | | | 29 | | | |
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| | | | | 185 | | | |
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| | | | | 195 | | | |
| | | | | 198 | | | |
| | | | | 200 | | | |
| | | | | 201 | | | |
| | | | | 202 | | | |
| | | | | 204 | | | |
| | | | | 206 | | | |
| | | | | 207 | | | |
| ANNEX A: Agreement and Plan of Merger | | | | | | | |
| ANNEX B: Voting Agreement | | | | | | | |
| ANNEX C: Opinion of Ready Capital’s Financial Advisor, Wells Fargo Securities, LLC | | | | | | | |
| ANNEX D: Opinion of Broadmark’s Financial Advisor, J.P. Morgan Securities LLC | | | | | | | |
|
If you are a Ready Capital stockholder:
Ready Capital Corporation
1251 Avenue of the Americas, 50th Floor New York, New York 10020 (212) 257-4666 Attention: Investor Relations
or
Okapi Partners LLC
1212 Avenue of the Americas, 17th Floor New York, New York 10036 (212) 297-0720 (844) 202-7428 (toll-free) Email: info@okapipartners.com |
| |
If you are a Broadmark stockholder:
Broadmark Realty Capital Inc.
1420 Fifth Avenue, Suite 2000 Seattle, Washington 98101 (206) 971-0800 Attention: Investor Relations
or
Alliance Advisors
200 Broadacres Drive, 3rd Floor Bloomfield, New Jersey 07003 (888) 991-1293 Email: BRMK@allianceadvisors.com |
|
| | |
As of and for the Twelve Months Ended December 31, 2022
|
| |||||||||||||||||||||||||||
(In thousands, except share data)
|
| |
Ready Capital
(Accounting Acquirer) |
| |
Broadmark
(Accounting Acquiree) |
| |
Broadmark
Financial Statement Adjustments (B) |
| |
Transaction
Accounting Adjustments |
| |
Pro Forma
Combined |
| |||||||||||||||
Income Statement Data | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest income
|
| | | $ | 671,170 | | | | | $ | 83,410 | | | | | $ | — | | | | | $ | — | | | | | $ | 754,580 | | |
Interest expense
|
| | | | (400,774) | | | | | | (8,638) | | | | | | — | | | | | | 1,705 | | | | | | (407,707) | | |
Provision for loan losses
|
| | | | (34,442) | | | | | | (38,266) | | | | | | — | | | | | | — | | | | | | (72,708) | | |
Other non-interest income
|
| | | | 259,521 | | | | | | 25,467 | | | | | | 2,797 | | | | | | 259,513 | | | | | | 547,298 | | |
Other non-interest expense
|
| | | | (262,579) | | | | | | (178,364) | | | | | | (2,797) | | | | | | 116,214 | | | | | | (327,526) | | |
Income tax benefit (provision)
|
| | | | (29,733) | | | | | | — | | | | | | — | | | | | | — | | | | | | (29,733) | | |
Net income (loss)
|
| | | | 203,163 | | | | | | (116,391) | | | | | | — | | | | | | 377,432 | | | | | | 464,204 | | |
Net income (loss) attributable to common stockholders
|
| | | | 186,267 | | | | | | (116,391) | | | | | | — | | | | | | 373,842 | | | | | | 443,718 | | |
Earnings (loss) per common share –
basic |
| | | $ | 1.73 | | | | | $ | (0.88) | | | | | | — | | | | | $ | — | | | | | $ | 2.62 | | |
Earnings (loss) per common share –
diluted |
| | |
$
|
1.66
|
| | | |
$
|
(0.88)
|
| | | | | — | | | | |
$
|
—
|
| | | |
$
|
2.47
|
| |
Weighted-average shares of common
stock outstanding |
| | | | 106,878,139 | | | | | | 132,841,196 | | | | | | — | | | | | | 62,229,457 | | | | | | 169,107,596 | | |
Balance Sheet Data | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total assets
|
| | | $ | 11,620,977 | | | | | $ | 1,051,507 | | | | | | — | | | | | $ | (25,517) | | | | | $ | 12,646,967 | | |
Total liabilities
|
| | | $ | 9,722,382 | | | | | $ | 123,454 | | | | | | — | | | | | $ | 1,377 | | | | | $ | 9,847,213 | | |
Total stockholders’ equity
|
| | | $ | 1,791,088 | | | | | $ | 928,053 | | | | | | — | | | | | $ | (30,632) | | | | | $ | 2,688,509 | | |
Total non-controlling interests
|
| | | $ | 99,146 | | | | | $ | — | | | | | | — | | | | | $ | 3,738 | | | | | $ | 102,884 | | |
Total Redeemable Preferred Stock
|
| | | $ | 8,361 | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | 8,361 | | |
| | |
Ready Capital
Historical |
| |
Broadmark
Historical |
| |
Pro Forma
Combined |
| |||||||||
Earnings (loss) Per Common Share | | | | | | | | | | | | | | | | | | | |
Basic: For the year ended December 31, 2022
|
| | | $ | 1.73 | | | | | $ | (0.88) | | | | | $ | 2.62 | | |
Diluted: For the year ended December 31, 2022
|
| | | $ | 1.66 | | | | | $ | (0.88) | | | | | $ | 2.47 | | |
Basic: For the year ended December 31, 2021
|
| | | $ | 2.17 | | | | | $ | 0.62 | | | | | $ | 3.56 | | |
Diluted: For the year ended December 31, 2021
|
| | | $ | 2.17 | | | | | $ | 0.62 | | | | | $ | 3.56 | | |
Book Value per Common Share
|
| | | | | | | | | | | | | | | | | | |
December 31, 2022
|
| | | $ | 15.20 | | | | | $ | 7.05 | | | | | $ | 14.92 | | |
Dividends per share of common stock(1)
|
| | | | | | | | | | | | | | | | | | |
For the year ended December 31, 2022
|
| | | $ | 1.66 | | | | | $ | 0.77 | | | | | $ | — | | |
For the year ended December 31, 2021
|
| | | $ | 1.66 | | | | | $ | 0.84 | | | | | $ | — | | |
| | |
Range
|
|
P/TBV
|
| |
0.50x – 0.95x
|
|
2023E Dividend Yield
|
| |
8.00% – 12.75%
|
|
| | |
Implied equity value per
Broadmark share |
| |
Implied equity value per
Ready Capital share |
|
P/TBV
|
| |
$3.50 – $6.50
|
| |
$7.25 – $13.75
|
|
2023E Dividend Yield
|
| |
$3.25 – $5.25
|
| |
$12.50 – $20.00
|
|
| | |
Implied Exchange Ratios
|
| |||||||||
| | |
Low
|
| |
High
|
| ||||||
P/TBV
|
| | | | 0.255x | | | | | | 0.897x | | |
2023E Dividend Yield
|
| | | | 0.163x | | | | | | 0.420x | | |
Dividend Discount Analysis
|
| | | | 0.233x | | | | | | 0.537x | | |
| | |
High
|
| |
Low
|
| |
Average
|
| |||||||||
As of February 24, 2023
|
| | | | — | | | | | | — | | | | | | 0.335x | | |
As of November 7, 2022*
|
| | | | — | | | | | | — | | | | | | 0.457x | | |
1-year
|
| | | | 0.583x | | | | | | 0.289x | | | | | | 0.465x | | |
2-year
|
| | | | 0.804x | | | | | | 0.289x | | | | | | 0.572x | | |
3-year
|
| | | | 1.607x | | | | | | 0.289x | | | | | | 0.716x | | |
Announcement Date
|
| |
Acquiror
|
| |
Target
|
|
July 26, 2021 | | | Franklin BSP Realty Trust | | | Capstead Mortgage Corp. | |
December 7, 2020
|
| | Ready Capital | | | Anworth Mortgage Asset Corp. | |
November 7, 2018
|
| | Ready Capital | | | Owens Realty Mortgage | |
May 2, 2018 | | | Annaly Capital Management | | | MTGE Investment Corp. | |
April 26, 2018 | | | Two Harbors | | | CYS Investments | |
April 11, 2016 | | | Annaly Capital Management | | | Hatteras Financial Corp. | |
March 2, 2016 | | | ARMOUR Residential REIT | | |
Javelin Mortgage Investment Corp.
|
|
February 26, 2016
|
| |
Apollo Commercial Real Estate Finance
|
| | Apollo Residential Mortgage | |
| | |
Implied Equity Value per share
|
| |||||||||
| | |
Low
|
| |
High
|
| ||||||
Fully Diluted Price / TBV
|
| | | $ | 4.95 | | | | | $ | 5.94 | | |
Dividend Yield
|
| | | $ | 3.11 | | | | | $ | 3.82 | | |
Date announced
|
| |
Target
|
| |
Acquiror
|
|
11/04/2021 | | | Mosaic Real Estate Credit, LLC | | | Ready Capital Corp. | |
07/26/2021 | | | Capstead Mortgage Corporation | | | Benefit Street Partners Realty Trust, Inc. | |
12/06/2020 | | |
Anworth Mortgage Asset Corporation
|
| | Ready Capital Corp. | |
08/03/2020 | | | Jernigan Capital, Inc. | | | NexPoint Advisors LP | |
11/07/2018 | | | Owens Realty Mortgage, Inc. | | | Ready Capital Corp. | |
05/02/2018 | | | MTGE Investment Corp. | | | Annaly Capital Management | |
04/26/2018 | | | CYS Investments | | | Two Harbors Investment Corp. | |
04/11/2016 | | | Hatteras Financial Corp. | | | Annaly Capital Management | |
04/07/2016 | | | ZAIS Financial Corp. | | | Sutherland Asset Management Corp. | |
02/26/2016 | | | Apollo Residential Mortgage, Inc. | | |
Apollo Commercial Real Estate Finance, Inc.
|
|
| | |
Implied Equity Value per share
|
| |||||||||
| | |
Low
|
| |
High
|
| ||||||
EV / TBV
|
| | | $ | 5.61 | | | | | $ | 6.93 | | |
| | |
Implied Equity per share
|
| |||||||||
| | |
Low
|
| |
High
|
| ||||||
Fully Diluted Price / TBV
|
| | | $ | 10.88 | | | | | $ | 13.78 | | |
Dividend Yield
|
| | | $ | 13.33 | | | | | $ | 16.00 | | |
| | |
Implied Exchange Ratios
|
| |||||||||
| | |
Low
|
| |
High
|
| ||||||
Selected Public Companies Analysis | | | | | | | | | | | | | |
Fully Diluted Price / TBV
|
| | | | 0.35913x | | | | | | 0.54588x | | |
Dividend Yield
|
| | | | 0.19444x | | | | | | 0.28636x | | |
Dividend Discount Analysis | | | | | | | | | | | | | |
Dividend Discount Analysis (Broadmark Standalone)
|
| | | | 0.29280x | | | | | | 0.50027x | | |
Dividend Discount Analysis (incl. Synergies)
|
| | | | 0.33852x | | | | | | 0.59323x | | |
| | |
2023E
|
| |
2024E
|
| |
2025E
|
| |
2026E
|
| ||||||||||||
Distributable Earnings Per Share(1)
|
| | | $ | 1.60 | | | | | $ | 1.60 | | | | | $ | 1.60 | | | | | $ | 1.60 | | |
Dividends Per Share
|
| | | $ | 1.60 | | | | | $ | 1.60 | | | | | $ | 1.60 | | | | | $ | 1.60 | | |
Book Value Per Share
|
| | | $ | 15.15 | | | | | $ | 15.10 | | | | | $ | 15.05 | | | | | $ | 14.99 | | |
(In millions, except per share amounts)
|
| |
2023E
|
| |
2024E
|
| |
2025E
|
| |
2026E
|
| |
2027E(2)
|
| |||||||||||||||
Net Income
|
| | | $ | 48.5 | | | | | $ | 67.3 | | | | | $ | 74.3 | | | | | $ | 80.1 | | | | | $ | 84.6 | | |
Distributable Earnings(1)
|
| | | $ | 66.9 | | | | | $ | 87.4 | | | | | $ | 95 | | | | | $ | 102.2 | | | | | $ | 106.5 | | |
Dividends
|
| | | $ | 55.5 | | | | | $ | 63.8 | | | | | $ | 68.2 | | | | | $ | 76.7 | | | | | $ | 81.1 | | |
Dividend Per Share
|
| | | $ | 0.42 | | | | | $ | 0.48 | | | | | $ | 0.51 | | | | | $ | 0.57 | | | | | $ | 0.60 | | |
Tangible Book Value
|
| | | $ | 926.3 | | | | | $ | 933.3 | | | | | $ | 943 | | | | | $ | 949.9 | | | | | $ | 956.8 | | |
Tangible Book Value Per Share
|
| | | $ | 6.99 | | | | | $ | 7.00 | | | | | $ | 7.03 | | | | | $ | 7.05 | | | | | $ | 7.06 | | |
Name
|
| |
Broadmark
Performance RSU Awards (#)(1) |
| |
Broadmark
RSU Awards (#)(2) |
| |
Estimated
Total Value of Broadmark Equity Awards ($) |
| |||||||||
Executive Officers | | | | | | | | | | | | | | | | | | | |
Jeffrey Pyatt*
|
| | | | 38,835 | | | | | | 120,362 | | | | | $ | 607,828 | | |
Jonathan Hermes
|
| | | | 0 | | | | | | 226,052 | | | | | $ | 1,141,563 | | |
Kevin Luebbers*
|
| | | | 0 | | | | | | 79,106 | | | | | $ | 399,485 | | |
Nevin Boparai
|
| | | | 61,069 | | | | | | 229,539 | | | | | $ | 1,159,172 | | |
Non-Employee Directors(3) | | | | | | | | | | | | | | | | | | | |
Stephen Haggerty
|
| | | | 0 | | | | | | 13,050 | | | | | $ | 65,903 | | |
Daniel Hirsch
|
| | | | 0 | | | | | | 13,050 | | | | | $ | 65,903 | | |
David Karp
|
| | | | 0 | | | | | | 13,050 | | | | | $ | 65,903 | | |
Norma Lawrence
|
| | | | 0 | | | | | | 13,050 | | | | | $ | 65,903 | | |
Pinkie Mayfield
|
| | | | 0 | | | | | | 13,050 | | | | | $ | 65,903 | | |
Name
|
| |
Cash(1)
|
| |
Equity(2)
|
| |
Perquisites/
Benefits(3) |
| |
Total
|
| ||||||||||||
Jeffrey Pyatt
President and Chief Executive Officer(4) |
| | | | — | | | | | $ | 607,828 | | | | | | — | | | | | $ | 607,828 | | |
David Schneider
Chief Financial Officer(5) |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Nevin Boparai
Chief Legal Officer |
| | | $ | 402,000 | | | | | $ | 1,159,172 | | | | | $ | 24,000 | | | | | $ | 1,585,172 | | |
Linda Koa
Chief Operating Officer(6) |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Daniel Hirsty
Chief Credit Officer(7) |
| | | $ | 157,000 | | | | | $ | 433,133 | | | | | $ | 7,500 | | | | | $ | 597,633 | | |
| | |
Ready Capital Common Stock
|
| |
Broadmark Common Stock
|
| |
Implied Per Share Value of
Consideration for Broadmark Common Stock |
| |||||||||||||||||||||||||||||||||||||||||||||
Date
|
| |
High
|
| |
Low
|
| |
Close
|
| |
High
|
| |
Low
|
| |
Close
|
| |
High
|
| |
Low
|
| |
Close
|
| |||||||||||||||||||||||||||
February 24, 2023
|
| | | $ | 12.62 | | | | | $ | 12.39 | | | | | $ | 12.50 | | | | | $ | 4.26 | | | | | $ | 4.15 | | | | | $ | 4.19 | | | | | $ | 5.96 | | | | | $ | 5.85 | | | | | $ | 5.90 | | |
April 17, 2023
|
| | | $ | 10.36 | | | | | $ | 9.96 | | | | | $ | 10.31 | | | | | $ | 4.81 | | | | | $ | 4.62 | | | | | $ | 4.80 | | | | | $ | 4.89 | | | | | $ | 4.70 | | | | | $ | 4.87 | | |
| | |
Ready
Capital Historical |
| |
Broadmark
Historical |
| |
Pro Forma
Combined |
| |||||||||
Earnings (loss) Per Common Share | | | | | | | | | | | | | | | | | | | |
Basic: For the year ended December 31, 2022
|
| | | $ | 1.73 | | | | | $ | (0.88) | | | | | $ | 2.62 | | |
Diluted: For the year ended December 31, 2022
|
| | | $ | 1.66 | | | | | $ | (0.88) | | | | | $ | 2.47 | | |
Book Value per Common Share | | | | | | | | | | | | | | | | | | | |
December 31, 2022
|
| | | $ | 15.20 | | | | | $ | 7.05 | | | | | $ | 14.92 | | |
Dividends per share of common stock(1) | | | | | | | | | | | | | | | | | | | |
For the year ended December 31, 2022
|
| | | $ | 1.66 | | | | | $ | 0.77 | | | | | $ | — | | |
| | |
Rights of Ready Capital Stockholders
(which will be the rights of common stockholders of the Combined Company following the Merger) |
| |
Rights of Broadmark stockholders
|
| | ||
Authorized Capital Stock
|
| |
Ready Capital is authorized to issue 550,000,000 shares of stock, consisting of (i) 500,000,000 shares of Ready Capital Common Stock, $0.0001 par value per share, and (ii) 50,000,000 shares of Ready Capital Preferred Stock, of which (1) 140 shares are classified and designated as Series A Preferred Stock, (2) 779,743 shares are classified and designated as Series C Preferred Stock and (3) 4,600,000 shares are classified and designated as Series E Preferred Stock.
As of April 17, 2023, there were (i) 110,745,658 shares of Ready Capital Common Stock outstanding, (ii) no shares of Series A Preferred Stock outstanding, (iii) 334,678 shares of Series C Preferred Stock outstanding and (iv) 4,600,000 shares of Series E Preferred Stock outstanding.
|
| |
Broadmark is authorized to issue 600,000,000 shares of stock, consisting of (i) 500,000,000 shares of common stock, $0.001 par value per share, and (ii) 100,000,000 shares of preferred stock, $0.001 par value per share (“Broadmark Preferred Stock”).
As of April 17, 2023, there were (i) 131,750,308 shares of Broadmark Common Stock outstanding and (ii) no shares of Broadmark Preferred Stock outstanding.
|
| | | |
| | |
Rights of Ready Capital Stockholders
(which will be the rights of common stockholders of the Combined Company following the Merger) |
| |
Rights of Broadmark stockholders
|
| | ||
| | | As of April 17, 2023, 1,593,983 operating partnership units, which are redeemable for cash or, at Ready Capital’s option, on a one for-one basis for shares of Ready Capital Common Stock, were held by outside limited partners. | | | | | | | |
Size of Board
|
| |
The Ready Capital Bylaws and the Ready Capital Charter provide that the number of directors may be established only by the Ready Capital Board and may not be less than the minimum number required by the MGCL (which is one) and not more than 15. The number of directors may be increased or decreased by a majority of the Ready Capital Board.
The Ready Capital Board currently consists of nine (9) directors.
|
| |
The Broadmark Bylaws and the Broadmark Charter provide that the number of directors may be established only by the Broadmark Board and may not be less than the minimum number required by the MGCL (which is one) and not more than 15. The number of directors may be increased or decreased by a majority of the Broadmark Board.
The Broadmark Board currently consists of seven (7) directors.
|
| | ||
Election of Directors
|
| | The Ready Capital Bylaws provide that a plurality of all votes cast at a meeting of stockholders duly called at which a quorum is present is sufficient to elect a director. | | | The Broadmark Bylaws provide that the affirmative vote of a majority of the total votes cast for and against a nominee for director at a meeting of stockholders duly called and at which a quorum is present is sufficient to elect a director. However, a plurality of votes cast at a meeting of stockholders duly called and at which a quorum is present is required to elect a director when the number of nominees is greater than the number of directors to be elected at the meeting. | | | ||
Removal of Directors
|
| | The Ready Capital Charter provides that, subject to any rights of holders of one or more classes or series of Ready Capital Preferred Stock to elect or remove one or more directors, a director may be removed with or without cause, but only by the affirmative vote of stockholders entitled to cast at least two-thirds of all the votes entitled to be cast generally in the election of directors. | | | The Broadmark Charter provides that, subject to the rights of holders of one or more classes or series of Broadmark Preferred Stock to elect or remove one or more directors, a director may be removed, but only for “cause” (as such term is defined in the Broadmark Charter), and then only by the affirmative vote of stockholders entitled to cast at least two-thirds of all the votes entitled to be cast generally in the election of directors. | | |
| | |
Rights of Ready Capital Stockholders
(which will be the rights of common stockholders of the Combined Company following the Merger) |
| |
Rights of Broadmark stockholders
|
|
Amendment of Charter
|
| | Except for amendments to the provisions of the Ready Capital Charter relating to the vote required to remove a director, the restrictions relating to the ownership and transfer of Ready Capital shares of stock and amendments to the vote required to amend such provisions (each of which requires the affirmative vote of stockholders entitled to cast at least two-thirds of all the votes entitled to be cast on the matter) and amendments requiring the approval only of the Ready Capital Board, the Ready Capital Charter generally may be amended only if declared advisable by the Ready Capital Board and approved by the affirmative vote of holders of shares entitled to cast a majority of all the votes entitled to be cast on the matter. | | | Except for amendments to the provisions of the Broadmark Charter relating to the vote required to remove a director and amendments to the vote required to amend such provision (each of which requires the affirmative vote of stockholders entitled to cast at least two-thirds of all the votes entitled to be cast on the matter) and amendments requiring the approval only of the Broadmark Board, the Broadmark Charter generally may be amended only if declared advisable by the Broadmark Board and approved by the affirmative vote of holders of shares entitled to cast a majority of all the votes entitled to be cast on the matter. | |
Amendment of Bylaws
|
| | The Ready Capital Board has the exclusive power to adopt, alter or repeal any provision of the Ready Capital Bylaws and to make new bylaws. | | |
Broadmark stockholders may amend or repeal the Broadmark Bylaws, or adopt new bylaws, by the vote or written consent of holders of a majority of the outstanding shares entitled to vote. However, any provision of the Broadmark Bylaws requiring a vote of greater than a majority may be amended, repealed or modified only by a vote satisfying such higher voting requirements.
The Broadmark Board may amend or repeal the Broadmark Bylaws, or adopt new bylaws, subject to the right of the Broadmark stockholders noted above. However, the Broadmark Board may adopt an amendment of a bylaw changing the authorized number of directors only within the limits specified in the Broadmark Charter or the Broadmark Bylaws (which provide that the number of directors may not be less than the minimum number required by the MGCL (which is one) and not more than 15).
|
|
| | |
Rights of Ready Capital Stockholders
(which will be the rights of common stockholders of the Combined Company following the Merger) |
| |
Rights of Broadmark stockholders
|
|
Limitations on Compensation to Management Company
|
| | None in the Ready Capital Charter or Ready Capital Bylaws. | | | Not applicable. | |
Maryland Business Combination Act
|
| | As permitted by the MGCL, the Ready Capital Board has by resolution exempted business combinations (i) between Ready Capital and its affiliates and (ii) between Ready Capital and any other person, provided that such business combination is first approved by the Ready Capital Board (including a majority of Ready Capital’s directors who are not affiliates or associates of such person). However, the Ready Capital Board may repeal or modify this resolution at any time. | | | As permitted by the MGCL, the Broadmark Board has adopted a resolution exempting (i) the Merger and (ii) any business combination between Broadmark and any person who becomes an “interested stockholder” (as defined in the MGCL) of Broadmark as a result of the Merger or the Merger Agreement from the provisions of the Maryland Business Combination Act; provided, however, that such exemptions shall no longer apply in the event that the Merger Agreement is terminated; and provided, further, that the resolution may be altered, amended or repealed by the Broadmark Board, in whole or in part, at any time before the consummation of such business combination. | |
Approval of Extraordinary Transactions
|
| | Under the MGCL, a Maryland corporation generally cannot merge, convert, sell all or substantially all of its assets or engage in a statutory share exchange, unless declared advisable by the board of directors and approved by the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled to be cast on the matter. However, a Maryland corporation may provide in its charter for approval of these matters by a lesser percentage, but not less than a majority of all of the votes entitled to be cast on the matter. | | | Under the MGCL, a Maryland corporation generally cannot merge, convert, sell all or substantially all of its assets or engage in a statutory share exchange, unless declared advisable by the board of directors and approved by the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled to be cast on the matter. However, a Maryland corporation may provide in its charter for approval of these matters by a lesser percentage, but not less than a majority of all of the votes entitled to be cast on the matter. | |
| | |
Rights of Ready Capital Stockholders
(which will be the rights of common stockholders of the Combined Company following the Merger) |
| |
Rights of Broadmark stockholders
|
|
| | | The Ready Capital Charter provides that these actions (other than amendments to the provisions of the Ready Capital Charter related to the vote required to remove a director, the restrictions relating to the ownership and transfer of Ready Capital stock and the vote required to amend such provisions) must be declared advisable by the Ready Capital Board and approved by the affirmative vote of holders of shares entitled to cast a majority of all the votes entitled to be cast on the matter. | | | The Broadmark Charter provides that these actions (other than amendments to the provisions of the Broadmark Charter related to the vote required to remove a director and the vote required to amend such provision) must be declared advisable by the Broadmark Board and approved by the affirmative vote of holders of shares entitled to cast a majority of all the votes entitled to be cast on the matter. | |
Ownership and Transfer Restrictions
|
| |
Except with regard to persons who are exempted by the Ready Capital Charter or Ready Capital Board, the Ready Capital Charter restricts ownership of more than 9.8% by value or number of shares, whichever is more restrictive, of the outstanding shares of Ready Capital Common Stock or 9.8% by value or number of shares, whichever is more restrictive, of Ready Capital capital stock.
In addition, no person may beneficially or constructively own shares of Ready Capital capital stock to the extent such ownership would result in Ready Capital being “closely held” within the meaning of Section 856(h) of the Code or otherwise failing to qualify as a REIT. Any transfer of shares that would result in Ready Capital capital stock being held by less than 100 persons will be void.
The Ready Capital Charter also provides that if any transfer of Ready Capital capital stock would result in a person beneficially or constructively owning shares of Ready Capital capital stock in violation of such restrictions, such shares will be automatically transferred to a charitable trust or voided.
|
| |
Except with regard to persons who are exempted by the Broadmark Charter or Broadmark Board, the Broadmark Charter restricts ownership of more than 9.8% by value or number of shares, whichever is more restrictive, of the outstanding shares of any class or series of Broadmark capital stock.
In addition, no person may beneficially or constructively own shares of Broadmark capital stock to the extent such ownership would result in Broadmark being “closely held” within the meaning of Section 856(h) of the Code or otherwise failing to qualify as a REIT. Any transfer of shares that would result in Broadmark capital stock being held by less than 100 persons will be void.
The Broadmark Charter also provides that if any transfer of Broadmark capital stock would result in a person beneficially or constructively owning shares of Broadmark capital stock in violation of such restrictions, such shares will be automatically transferred to a charitable trust or voided.
|
|
| | |
Rights of Ready Capital Stockholders
(which will be the rights of common stockholders of the Combined Company following the Merger) |
| |
Rights of Broadmark stockholders
|
|
Limitation of Liability and Indemnification of Directors and Officers
|
| |
The Ready Capital Charter contains a provision which eliminates the liability of its directors and officers to Ready Capital or its stockholders for money damages to the maximum extent permitted by Maryland law.
The Ready Capital Charter gives Ready Capital the power, and the Ready Capital Bylaws obligate Ready Capital, to indemnify its present or former directors and officers, whether serving Ready Capital or at its request any other entity, including the advancement of reasonable expenses, to the maximum extent permitted by Maryland Law. The Ready Capital Charter and the Ready Capital Bylaws permit Ready Capital to indemnify and advance expenses to an individual who served a predecessor of Ready Capital in any of the capacities described above and to any employee or agent of Ready Capital or a predecessor of Ready Capital.
|
| |
The Broadmark Charter contains a provision which eliminates the liability of its directors and officers to Broadmark or its stockholders for money damages to the maximum extent permitted by Maryland law.
The Broadmark Charter obligates Broadmark to indemnify its present or former directors and officers, whether serving Broadmark or at its request any other entity, including the advancement of reasonable expenses, to the maximum extent permitted by Maryland Law. The Broadmark Charter permits Broadmark to indemnify and advance expenses to an individual who served a predecessor of Broadmark in any of the capacities described above and to any employee or agent of Broadmark or a predecessor of Broadmark.
|
|
Proxy Access
|
| | None in the Ready Capital Charter or Ready Capital Bylaws. | | | The Broadmark Bylaws permit a holder of Broadmark Common Stock, or a group of up to 20 holders of Broadmark Common Stock, owning at least 3% of Broadmark’s outstanding common stock continuously for at least the previous three years to nominate and include in Broadmark’s proxy materials director nominees constituting up to the greater of (i) two directors or (ii) 20% of the number of directors in office and subject to election by the Broadmark common stockholders at Broadmark’s upcoming annual meeting of Broadmark common stockholders, provided that the nominating Broadmark common stockholder(s) and the director nominee(s) satisfy certain requirements specified in the Broadmark Bylaws. | |
| | |
Rights of Ready Capital Stockholders
(which will be the rights of common stockholders of the Combined Company following the Merger) |
| |
Rights of Broadmark stockholders
|
|
Subtitle 8
|
| | None in the Ready Capital Charter or Ready Capital Bylaws. | | | The Broadmark Charter has opted out of the provision of the Maryland Unsolicited Takeover Act that, absent such charter provision, would have permitted the Broadmark Board to unilaterally divide itself into classes without approval from the Broadmark stockholders (commonly referred to as a “classified board”). By opting out of this provision the Broadmark Board cannot elect to become a classified board in the future without approval of a majority of the votes cast on the matter by Broadmark stockholders entitled to vote generally in the election of directors. | |
Names and Business Address
|
| |
Number of
Shares of Ready Capital Common Stock Beneficially Owned** |
| |
% of All
Shares of Ready Capital Common Stock*** |
| ||||||
Thomas E. Capasse
|
| | | | 494,374(1) | | | | | | * | | |
Jack J. Ross
|
| | | | 402,522(2) | | | | | | * | | |
Andrew Ahlborn
|
| | | | 45,150(3) | | | | | | * | | |
Gary T. Taylor
|
| | | | 50,422(4) | | | | | | * | | |
Adam Zausmer
|
| | | | 34,110(5) | | | | | | * | | |
Frank Filipps
|
| | | | 44,687(6) | | | | | | * | | |
Meredith Marshall
|
| | | | 9,544(7) | | | | | | * | | |
Dominique Mielle
|
| | | | 37,572(8) | | | | | | * | | |
Gilbert E. Nathan
|
| | | | 60,406(9) | | | | | | * | | |
Andrea Petro
|
| | | | 10,050 | | | | | | * | | |
J. Mitchell Reese
|
| | | | 81,721(10) | | | | | | * | | |
Todd Sinai
|
| | | | 47,073(11) | | | | | | * | | |
All directors and executive officers as a group (12 persons)
|
| | | | 1,317,631 | | | | | | 1.18% | | |
5% or Greater Beneficial Owner
|
| | | | | | | | | | | | |
Sutherland REIT Holdings, LP
|
| | | | 11,431,049(12) | | | | | | 10.24% | | |
Blackrock, Inc.
|
| | | | 15,664,431(13) | | | | | | 14.03% | | |
The Vanguard Group, Inc.
|
| | | | 6,624,579(14) | | | | | | 5.93% | | |
Names and Business Address
|
| |
Number of
Shares of Broadmark Common Stock Beneficially Owned |
| |
% of All
Shares of Broadmark Common Stock |
| ||||||
Jeffrey Pyatt(1)
|
| | | | 2,620,246 | | | | | | 2.0% | | |
Stephen G. Haggerty(2)
|
| | | | 852,089 | | | | | | * | | |
Daniel J. Hirsch(3)
|
| | | | 193,741 | | | | | | * | | |
Norma J. Lawrence
|
| | | | 26,177 | | | | | | * | | |
Kevin M. Luebbers(4)
|
| | | | 123,741 | | | | | | * | | |
David A. Karp
|
| | | | 26,177 | | | | | | * | | |
Pinkie D. Mayfield
|
| | | | — | | | | | | * | | |
Jonathan Hermes
|
| | | | — | | | | | | * | | |
Nevin Boparai
|
| | | | 40,533 | | | | | | * | | |
Brian Ward(5)
|
| | | | 31,925 | | | | | | * | | |
Daniel Hirsty
|
| | | | 13,150 | | | | | | * | | |
All current directors and executive officers as a group (9 individuals)(6)
|
| | | | 3,882,704 | | | | | | 2.9% | | |
5% or Greater Beneficial Owner
|
| | | | | | | | | | | | |
Vanguard Group Inc.(7)
|
| | | | 12,452,881 | | | | | | 9.5% | | |
BlackRock, Inc.(8)
|
| | | | 11,006,157 | | | | | | 8.4% | | |
(In Thousands)
|
| |
Ready Capital
(Accounting Acquirer) |
| |
Broadmark
(Accounting Acquiree) |
| |
Broadmark
Financial Statement Adjustments (B) |
| | | | |
Transaction
Accounting Adjustments |
| | | | |
Pro
Forma Combined |
| |||||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 163,041 | | | | | $ | 54,964 | | | | | $ | — | | | | | | | | $ | (10,000) | | | |
C1
|
| | | $ | 208,005 | | |
Restricted cash
|
| | | | 55,927 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 55,927 | | |
Loans, net
|
| | | | 3,576,310 | | | | | | 881,950 | | | | | | — | | | | | | | | | — | | | | | | | | | 4,458,260 | | |
Loans, held for sale, at fair value
|
| | | | 258,377 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 258,377 | | |
Paycheck Protection Program loans
|
| | | | 186,985 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 186,985 | | |
Mortgage backed securities, at fair value
|
| | | | 32,041 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 32,041 | | |
Loans eligible for repurchase from Ginnie Mae
|
| | | | 66,193 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 66,193 | | |
Investment in unconsolidated joint ventures
|
| | | | 118,641 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 118,641 | | |
Investments held to maturity
|
| | | | 3,306 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 3,306 | | |
Purchased future receivables, net
|
| | | | 8,246 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 8,246 | | |
Derivative instruments
|
| | | | 12,963 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 12,963 | | |
Servicing rights
|
| | | | 279,320 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 279,320 | | |
Real estate owned, held for sale
|
| | | | 117,098 | | | | | | 24,516 | | | | | | 63,382 | | | |
c
|
| | | | (13,417) | | | |
C2
|
| | | | 191,579 | | |
Other assets
|
| | | | 189,769 | | | | | | 6,311 | | | | | | 20,384 | | | |
a,b
|
| | | | (2,100) | | | |
C3
|
| | | | 214,364 | | |
Assets of consolidated VIEs
|
| | | | 6,552,760 | | | | | | — | | | | | | | | | | | | | | | — | | | | | | | | | 6,552,760 | | |
Interest and fees receivable, net
|
| | | | — | | | | | | 14,775 | | | | | | (14,775) | | | |
a
|
| | | | — | | | | | | | | | — | | |
Investment in real property held for use, net
|
| | | | — | | | | | | 63,382 | | | | | | (63,382) | | | |
c
|
| | | | — | | | | | | | | | — | | |
Right-of-use assets
|
| | | | — | | | | | | 5,609 | | | | | | (5,609) | | | |
b
|
| | | | — | | | | | | | | | — | | |
Total Assets
|
| | | $ | 11,620,977 | | | | | $ | 1,051,507 | | | | | $ | — | | | | | | | | $ | (25,517) | | | | | | | | $ | 12,646,967 | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Secured borrowings
|
| | | | 2,846,293 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | |
|
2,846,293
|
| |
Paycheck Protection Program Liquidity Facility (PPPLF) borrowings
|
| | | | 201,011 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 201,011 | | |
Securitized debt obligations of consolidated VIEs, net
|
| | | | 4,903,350 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 4,903,350 | | |
Convertible notes, net
|
| | | | 114,397 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 114,397 | | |
Senior secured notes, net
|
| | | | 343,355 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 343,355 | | |
Corporate debt, net
|
| | | | 662,665 | | | | | | — | | | | | | 97,789 | | | |
d
|
| | | | — | | | | | | | | | 760,454 | | |
Guaranteed loan financing
|
| | | | 264,889 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 264,889 | | |
Contingent consideration
|
| | | | 28,500 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 28,500 | | |
Liabilities for loans eligible for repurchase from Ginnie Mae
|
| | | | 66,193 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 66,193 | | |
Derivative instruments
|
| | | | 1,586 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 1,586 | | |
Dividends payable
|
| | | | 47,177 | | | | | | 4,654 | | | | | | — | | | | | | | | | — | | | | | | | | | 51,831 | | |
Loan participations sold
|
| | | | 54,641 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 54,641 | | |
Due to third parties
|
| | | | 11,805 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 11,805 | | |
Accounts payable and other accrued liabilities
|
| | | | 176,520 | | | | | | 13,489 | | | | | | 7,522 | | | |
e
|
| | | | 1,377 | | | |
C5
|
| | | | 198,908 | | |
Lease liabilities
|
| | | | — | | | | | | 7,522 | | | | | | (7,522) | | | |
e
|
| | | | — | | | | | | | | | — | | |
Senior unsecured notes, net
|
| | | | — | | | | | | 97,789 | | | | | | (97,789) | | | |
d
|
| | | | — | | | | | | | | | — | | |
Total Liabilities
|
| | | $ | 9,722,382 | | | | | $ | 123,454 | | | | | $ | — | | | | | | | | $ | 1,377 | | | | | | | | $ | 9,847,213 | | |
Preferred stock Series C, liquidation preference $25.00 per share
|
| | | | 8,361 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 8,361 | | |
Stockholders’ Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Ready Capital Preferred Stock Series E, liquidation preference $25.00 per share
|
| | | | 111,378 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 111,378 | | |
Ready Capital Common Stock
|
| | | | 11 | | | | | | — | | | | | | — | | | | | | | | | 6 | | | |
C14
|
| | | | 17 | | |
Broadmark Common Stock
|
| | | | — | | | | | | 131 | | | | | | — | | | | | | | | | (131) | | | |
C13
|
| | | | — | | |
Ready Capital Additional paid-in capital
|
| | | | 1,684,074 | | | | | | — | | | | | | — | | | | | | | | | 638,223 | | | |
C14
|
| | | | 2,322,297 | | |
Broadmark Additional paid-in capital
|
| | | | — | | | | | | 1,215,229 | | | | | | — | | | | | | | | | (1,215,229) | | | |
C13
|
| | | | — | | |
Ready Capital Retained earnings (deficit)
|
| | | | 4,994 | | | | | | — | | | | | | — | | | | | | | | | 259,192 | | | |
C1, C4
|
| | | | 264,186 | | |
Broadmark Retained earnings (deficit)
|
| | | | — | | | | | | (287,307) | | | | | | — | | | | | | | | | 287,307 | | | |
C13
|
| | | | — | | |
Ready Capital Accumulated other comprehensive income (loss)
|
| | | | (9,369) | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | (9,369) | | |
Total Ready Capital Corporation equity
|
| | | | 1,791,088 | | | | | | 928,053 | | | | | | — | | | | | | | | | (30,632) | | | | | | | | | 2,688,509 | | |
Non-controlling interests
|
| | | | 99,146 | | | | | | — | | | | | | — | | | | | | | | | 3,738 | | | |
C1,C4
|
| | | | 102,884 | | |
Total Stockholders’ Equity
|
| | | | 1,890,234 | | | | |
|
928,053
|
| | | |
|
—
|
| | | | | | |
|
(26,894)
|
| | | | | | |
|
2,791,393
|
| |
Total Liabilities, Redeemable Preferred Stock and Stockholders’ Equity
|
| | | | 11,620,977 | | | | |
|
1,051,507
|
| | | |
|
—
|
| | | | | | |
|
(25,517)
|
| | | | | | |
|
12,646,967
|
| |
Common shares outstanding
|
| | | | 110,523,641 | | | | | | 131,645,145 | | | | | | — | | | | | | | | | 62,229,457 | | | | | | | | | 172,753,098 | | |
Book value per common share
|
| | | | 15.20 | | | | | | 7.05 | | | | | | — | | | | | | | | | — | | | | | | | | | 14.92 | | |
(In Thousands, except share data)
|
| |
Ready Capital
(Accounting Acquirer) |
| |
Broadmark
(Accounting Acquiree) |
| |
Broadmark
Financial Statement Adjustments (B) |
| |
|
| |
Transaction
Accounting Adjustments |
| |
|
| |
Pro
Forma Combined |
| |||||||||||||||
Interest income
|
| | | | 671,170 | | | | | | 83,410 | | | | | | — | | | | | | | | | — | | | | | | | | | 754,580 | | |
Interest expense
|
| | | | (400,774) | | | | | | (8,638) | | | | | | — | | | | | | | | | 1,705 | | | |
C7
|
| | | | (407,707) | | |
Net interest income before provision for loan losses
|
| | | | 270,396 | | | | | | 74,772 | | | | | | — | | | | | | | | | 1,705 | | | | | | | | | 346,873 | | |
Recovery of (provision for) loan losses
|
| | | | (34,442) | | | | | | (38,266) | | | | | | — | | | | | | | | | — | | | | | | | | | (72,708) | | |
Net interest income after recovery of (provision for) loan
losses |
| | | | 235,954 | | | | | | 36,506 | | | | | | — | | | | | | | | | 1,705 | | | | | | | | | 274,165 | | |
Non-interest income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Residential mortgage banking activities
|
| | | | 23,973 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 23,973 | | |
Net realized gain on financial instruments and real
estate owned |
| | | | 53,764 | | | | | | — | | | | | | 984 | | | |
k
|
| | | | (13,417) | | | |
C2
|
| | | | 41,331 | | |
Net unrealized gain (loss) on financial instruments
|
| | | | 67,952 | | | | | | — | | | | | | 1,813 | | | |
l
|
| | | | — | | | | | | | | | 69,765 | | |
Servicing income
|
| | | | 45,925 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 45,925 | | |
Income on purchased future receivables, net
|
| | | | 5,490 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 5,490 | | |
Income (loss) on unconsolidated joint ventures
|
| | | | 11,661 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 11,661 | | |
Other income
|
| | | | 50,756 | | | | | | — | | | | | | 25,467 | | | |
f,g
|
| | | | — | | | | | | | | | 76,223 | | |
Fee income
|
| | | | — | | | | | | 22,668 | | | | | | (22,668) | | | |
f
|
| | | | — | | | | | | | | | — | | |
Real property revenue from operations
|
| | | | — | | | | | | 2,799 | | | | | | (2,799) | | | |
g
|
| | | | — | | | | | | | | | — | | |
Bargain purchase gain
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | 272,930 | | | |
C10
|
| | | | 272,930 | | |
Total non-interest income
|
| | | | 259,521 | | | | | | 25,467 | | | | | | 2,797 | | | | | | | | | 259,513 | | | | | | | | | 547,298 | | |
Non-interest expense | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Employee compensation and benefits
|
| | | | (99,226) | | | | | | (16,935) | | | | | | — | | | | | | | | | (1,168) | | | |
C11
|
| | | | (117,329) | | |
Allocated employee compensation and benefits from
related party |
| | | | (9,549) | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | (9,549) | | |
Variable expenses on residential mortgage banking
activities |
| | | | (4,340) | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | (4,340) | | |
Professional fees
|
| | | | (18,093) | | | | | | — | | | | | | (3,369) | | | |
i
|
| | | | — | | | | | | | | | (21,462) | | |
Management fees – related party
|
| | | | (19,295) | | | | | | — | | | | | | — | | | | | | | | | (8,884) | | | |
C6
|
| | | | (28,179) | | |
Incentive fees – related party
|
| | | | (3,105) | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | (3,105) | | |
Loan servicing expense
|
| | | | (40,036) | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | (40,036) | | |
Transaction related expenses
|
| | | | (13,633) | | | | | | — | | | | | | — | | | | | | | | | (11,377) | | | |
C1,C5
|
| | | | (25,010) | | |
Other operating expenses
|
| | | | (55,302) | | | | | | — | | | | | | (23,892) | | | |
h,i,j
|
| | | | 678 | | | |
C9
|
| | | | (78,516) | | |
General and administrative
|
| | | | — | | | | | | (13,300) | | | | | | 13,300 | | | |
i
|
| | | | — | | | | | | | | | — | | |
Real property operating expenses and depreciation
|
| | | | — | | | | | | (6,365) | | | | | | 6,365 | | | |
h
|
| | | | — | | | | | | | | | — | | |
Goodwill impairment
|
| | | | — | | | | | | (136,965) | | | | | | — | | | | | | | | | 136,965 | | | |
C8
|
| | | | — | | |
Change in fair value of warrant liabilities
|
| | | | — | | | | | | 1,813 | | | | | | (1,813) | | | |
l
|
| | | | — | | | | | | | | | — | | |
Gain on sale of real property
|
| | | | — | | | | | | 984 | | | | | | (984) | | | |
k
|
| | | | — | | | | | | | | | — | | |
Impairment on real property
|
| | | | — | | | | | | (7,596) | | | | | | 7,596 | | | |
j
|
| | | | — | | | | | | | | | — | | |
Total non-interest expense
|
| | | | (262,579) | | | | | | (178,364) | | | | | | (2,797) | | | | | | | | | 116,214 | | | | | | | | | (327,526) | | |
Income before provision for income taxes
|
| | | | 232,896 | | | | | | (116,391) | | | | | | — | | | | | | | | | 377,432 | | | |
C12
|
| | | | 493,937 | | |
Income tax provision
|
| | | | (29,733) | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | (29,733) | | |
Net income
|
| | | | 203,163 | | | | | | (116,391) | | | | | | — | | | | | | | | | 377,432 | | | | | | | | | 464,204 | | |
Less: Dividends on preferred stock
|
| | | | 7,996 | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | | | | 7,996 | | |
Less: Net income attributable to non-controlling interest
|
| | | | 8,900 | | | | | | — | | | | | | — | | | | | | | | | 3,590 | | | |
C1,C4 – C6
|
| | | | 12,490 | | |
Net income attributable to Ready Capital
Corporation |
| | | | 186,267 | | | | | | (116,391) | | | | | | — | | | | | | | | | 373,842 | | | | | | | | | 443,718 | | |
Earnings per common share – basic
|
| | | | 1.73 | | | | | | (0.88) | | | | | | — | | | | | | | | | — | | | | | | | | | 2.62 | | |
Earnings per common share – diluted
|
| | | | 1.66 | | | | | | (0.88) | | | | | | — | | | | | | | | | — | | | | | | | | | 2.47 | | |
Weighted-average shares outstanding | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | 106,878,139 | | | | | | 132,841,196 | | | | | | — | | | | | | | | | 62,229,457 | | | | | | | | | 169,107,596 | | |
Diluted
|
| | | | 117,193,958 | | | | | | 132,841,196 | | | | | | — | | | | | | | | | 62,229,457 | | | | | | | | | 179,423,415 | | |
| | |
Calculation of Preliminary
Estimated Bargain Purchase Gain (in thousands, except share and per share data) |
| |||
Net asset value of Broadmark
|
| | | $ | 928,053 | | |
Fair value adjustment(1)
|
| | | $ | (37,807) | | |
Fair value of net assets acquired
|
| | | $ | 890,246 | | |
Estimated Ready Capital Common Stock to be issued(2)
|
| | | | 62,229,623 | | |
Estimated fair value of Ready Capital Common Stock(3)
|
| | | $ | 9.92 | | |
Estimated total consideration transferred based on fair value of Ready Capital Common Stock to be issued
|
| | | $ | 617,318 | | |
Bargain purchase gain
|
| | | $ | 272,928 | | |
(in thousands, other than per share data)
|
| |
20%
Decrease |
| |
10%
Decrease |
| |
Current Share
Price |
| |
10%
Increase |
| |
20%
Increase |
| |||||||||||||||
Price per share of Ready Capital Common Stock
|
| | | $ | 7.94 | | | | | $ | 8.93 | | | | | $ | 9.92 | | | | | $ | 10.91 | | | | | $ | 11.90 | | |
Total consideration transferred
|
| | | $ | 493,853 | | | | | $ | 555,585 | | | | | $ | 617,316 | | | | | $ | 679,048 | | | | | $ | 740,779 | | |
Bargain purchase gain
|
| | | $ | 396,393 | | | | | $ | 334,661 | | | | | $ | 272,930 | | | | | $ | 211,198 | | | | | $ | 149,467 | | |
| | | | | A-1 | | | |
| | | | | A-1 | | | |
| | | | | A-1 | | | |
| | | | | A-5 | | | |
| | | | | A-5 | | | |
| | | | | A-5 | | | |
| | | | | A-6 | | | |
| | | | | A-6 | | | |
| | | | | A-6 | | | |
| | | | | A-6 | | | |
| | | | | A-7 | | | |
| | | | | A-7 | | | |
| | | | | A-7 | | | |
| | | | | A-8 | | | |
| | | | | A-11 | | | |
| | | | | A-11 | | | |
| | | | | A-12 | | | |
| | | | | A-12 | | | |
| | | | | A-12 | | | |
| | | | | A-13 | | | |
| | | | | A-14 | | | |
| | | | | A-14 | | | |
| | | | | A-15 | | | |
| | | | | A-16 | | | |
| | | | | A-16 | | | |
| | | | | A-16 | | | |
| | | | | A-16 | | | |
| | | | | A-18 | | | |
| | | | | A-19 | | | |
| | | | | A-21 | | | |
| | | | | A-21 | | | |
| | | | | A-21 | | | |
| | | | | A-22 | | | |
| | | | | A-22 | | | |
| | | | | A-24 | | | |
| | | | | A-24 | | | |
| | | | | A-24 | | | |
| | | | | A-24 | | | |
| | | | | A-24 | | | |
| | | | | A-24 | | |
| | | | | A-25 | | | |
| | | | | A-25 | | | |
| | | | | A-25 | | | |
| | | | | A-26 | | | |
| | | | | A-27 | | | |
| | | | | A-27 | | | |
| | | | | A-28 | | | |
| | | | | A-28 | | | |
| | | | | A-29 | | | |
| | | | | A-29 | | | |
| | | | | A-29 | | | |
| | | | | A-30 | | | |
| | | | | A-32 | | | |
| | | | | A-32 | | | |
| | | | | A-33 | | | |
| | | | | A-33 | | | |
| | | | | A-34 | | | |
| | | | | A-34 | | | |
| | | | | A-34 | | | |
| | | | | A-34 | | | |
| | | | | A-34 | | | |
| | | | | A-34 | | | |
| | | | | A-35 | | | |
| | | | | A-35 | | | |
| | | | | A-35 | | | |
| | | | | A-35 | | | |
| | | | | A-39 | | | |
| | | | | A-42 | | | |
| | | | | A-44 | | | |
| | | | | A-46 | | | |
| | | | | A-47 | | | |
| | | | | A-48 | | | |
| | | | | A-49 | | | |
| | | | | A-49 | | | |
| | | | | A-51 | | | |
| | | | | A-51 | | | |
| | | | | A-51 | | | |
| | | | | A-51 | | | |
| | | | | A-51 | | | |
| | | | | A-52 | | | |
| | | | | A-52 | | | |
| | | | | A-52 | | | |
| | | | | A-52 | | |
| | | | | A-53 | | | |
| | | | | A-53 | | | |
| | | | | A-53 | | | |
| | | | | A-53 | | | |
| | | | | A-54 | | | |
| | | | | A-54 | | | |
| | | | | A-54 | | | |
| | | | | A-55 | | | |
| | | | | A-56 | | | |
| | | | | A-57 | | | |
| | | | | A-57 | | | |
| | | | | A-58 | | | |
| | | | | A-58 | | | |
| | | | | A-62 | | | |
| | | | | A-62 | | | |
| | | | | A-62 | | | |
| | | | | A-62 | | | |
| | | | | A-63 | | | |
| | | | | A-64 | | | |
| | | | | A-64 | | | |
| | | | | A-64 | | | |
| | | | | A-65 | | | |
| | | | | A-65 | | | |
| | | | | A-65 | | | |
| | | | | A-66 | | | |
| | | | | A-66 | | | |
| | | | | A-66 | | |
| Affiliate | | |
A-1
|
|
| Agreement | | |
Preamble
|
|
| Articles of Merger | | |
2.2(a)
|
|
| beneficial ownership | | |
A-1
|
|
| beneficially owning | | |
A-1
|
|
| Book-Entry Shares | | |
3.2(b)(i)
|
|
| Business Day | | |
A-1
|
|
| Cancelled Shares | | |
3.1(b)(iii)
|
|
| Certificate of Merger | | |
2.2(a)
|
|
| Certificates | | |
3.2(b)(i)
|
|
| Chosen Courts | | |
9.7(b)
|
|
| Closing | | |
2.2(a)
|
|
| Closing Date | | |
2.2(a)
|
|
| Code | | |
Recitals
|
|
| Company | | |
Preamble
|
|
| Company Additional Dividend Amount | | |
6.18(a)
|
|
| Company Affiliate | | |
9.10(a)
|
|
| Company Board | | |
Recitals
|
|
| Company Board Recommendation | | |
Recitals
|
|
| Company Capital Stock | | |
A-2
|
|
| Company Change of Recommendation | | |
6.3(b)
|
|
| Company Common Stock | | |
3.1(b)(i)
|
|
| Company Competing Proposal | | |
A-1
|
|
| Company Contracts | | |
4.17(b)
|
|
| Company Director Designee | | |
2.6
|
|
| Company Disclosure Letter | | |
Article IV
|
|
| Company Equity Awards | | |
3.3(b)
|
|
| Company Equity Plan | | |
A-1
|
|
| Company Expenses | | |
A-1
|
|
| Company Intellectual Property | | |
A-1
|
|
| Company Loan Documentation | | |
4.15(a)
|
|
| Company Loan Files | | |
4.15(a)
|
|
| Company Loans | | |
4.15(a)
|
|
| Company Material Adverse Effect | | |
4.1(a)
|
|
| Company Owned Properties | | |
4.16
|
|
| Company Performance RSU | | |
3.3(a)
|
|
| Company Permits | | |
4.9
|
|
| Company Preferred Stock | | |
A-1
|
|
| Company Real Property | | |
4.16
|
|
| Company RSU Award | | |
3.3(b)
|
|
| Company SEC Documents | | |
4.5(a)
|
|
| Company Stockholder Approval | | |
A-2
|
|
| Company Stockholders Meeting | | |
4.4
|
|
| Company Superior Proposal | | |
A-2
|
|
| Company Tax Representation Letter | | |
6.17(a)
|
|
| Company Termination Fee | | |
A-2
|
|
| Company Warrant Agreement | | |
A-2
|
|
| Company Warrants | | |
A-2
|
|
| Confidentiality Agreement | | |
6.7(b)
|
|
| Consent | | |
A-2
|
|
| Continuing Employee | | |
6.22(a)
|
|
| control | | |
A-2
|
|
| Convertible Notes | | |
5.2(a)
|
|
| COVID-19 | | |
A-2
|
|
| COVID-19 Measures | | |
A-2
|
|
| Creditors’ Rights | | |
4.3(a)
|
|
| D&O Insurance | | |
6.9(d)
|
|
| Delaware Secretary of State | | |
2.2(a)
|
|
| DLLCA | | |
2.1
|
|
| Effective Time | | |
2.2(a)
|
|
| Employee Benefit Plan | | |
A-3
|
|
| Employment Matters | | |
4.11(a)
|
|
| End Date | | |
8.1(b)(ii)
|
|
| ERISA | | |
A-3
|
|
| ERISA Affiliate | | |
A-3
|
|
| Exchange Act | | |
A-3
|
|
| Exchange Agent | | |
3.2(a)
|
|
| Exchange Fund | | |
3.2(a)
|
|
| Exchange Ratio | | |
A-3
|
|
| GAAP | | |
4.5(b)
|
|
| Governmental Entity | | |
A-3
|
|
| group | | |
A-3
|
|
| Indebtedness | | |
A-3
|
|
| Indemnified Liabilities | | |
6.9(a)
|
|
| Indemnified Persons | | |
6.9(a)
|
|
| Intellectual Property | | |
A-4
|
|
| Intended Tax Treatment | | |
2.7
|
|
| Investment Company Act | | |
A-4
|
|
| IRS | | |
A-4
|
|
| Joint Proxy Statement | | |
4.4
|
|
| knowledge | | |
A-4
|
|
| Law | | |
A-4
|
|
| Letter of Transmittal | | |
3.2(b)(i)
|
|
| Lien | | |
A-4
|
|
| Maryland Department | | |
2.2(a)
|
|
| Material Adverse Effect | | |
A-4
|
|
| Material Company Insurance Policies | | |
4.18
|
|
| Material Parent Insurance Policies | | |
5.16
|
|
| Merger | | |
Recitals
|
|
| Merger Consideration | | |
3.1(b)(i)
|
|
| Merger Filings | | |
2.2(a)
|
|
| Merger Sub | | |
Preamble
|
|
| MGCL | | |
2.1
|
|
| Minimum Distribution Dividend | | |
A-6
|
|
| NYSE | | |
A-6
|
|
| Organizational Documents | | |
A-6
|
|
| other party | | |
A-6
|
|
| Parent | | |
Preamble
|
|
| Parent Additional Dividend Amount | | |
6.18(b)
|
|
| Parent Affiliate | | |
9.10(b)
|
|
| Parent Board | | |
Recitals
|
|
| Parent Board Recommendation | | |
Recitals
|
|
| Parent Capital Stock | | |
A-6
|
|
| Parent Change of Recommendation | | |
6.4(b)
|
|
| Parent Common Stock | | |
A-6
|
|
| Parent Competing Proposal | | |
A-6
|
|
| Parent Contract | | |
5.15(a)
|
|
| Parent Disclosure Letter | | |
Article V
|
|
| Parent Equity Plan | | |
5.2(a)
|
|
| Parent Expenses | | |
A-6
|
|
| Parent Intellectual Property | | |
A-7
|
|
| Parent Material Adverse Effect | | |
5.1
|
|
| Parent Permits | | |
5.9
|
|
| Parent Plan | | |
5.10(a)
|
|
| Parent Preferred Stock | | |
A-7
|
|
| Parent SEC Documents | | |
5.5(a)
|
|
| Parent Series C Preferred Stock | | |
A-9
|
|
| Parent Stock Issuance | | |
Recitals
|
|
| Parent Stockholder Approval | | |
A-7
|
|
| Parent Stockholder Meeting | | |
A-7
|
|
| Parent Superior Proposal | | |
A-7
|
|
| Parent Tax Representation Letter | | |
6.17(b)
|
|
| Parent Termination Fee | | |
A-7
|
|
| parties | | |
A-7
|
|
| party | | |
A-9
|
|
| Permitted Lien | | |
A-7
|
|
| Person | | |
A-8
|
|
| Prior Company Bidders | | |
6.3(a)
|
|
| Proceeding | | |
A-8
|
|
| Qualified REIT Subsidiary | | |
4.1(b)
|
|
| Qualifying Income | | |
8.3(k)(i)
|
|
| Registration Statement | | |
4.8
|
|
| REIT | | |
Recitals
|
|
| Representatives | | |
A-8
|
|
| SEC | | |
A-8
|
|
| Securities Act | | |
A-8
|
|
| Sexual Misconduct Allegation | | |
4.11(e)
|
|
| Subsidiary | | |
A-8
|
|
| Surviving Company | | |
2.1
|
|
| Takeover Law | | |
A-8
|
|
| Tax | | |
A-8
|
|
| Tax Returns | | |
A-9
|
|
| Taxable REIT Subsidiary | | |
4.1(b)
|
|
| Taxes | | |
A-8
|
|
| Taxing Authority | | |
A-9
|
|
| Terminable Breach | | |
8.1(b)(iii)
|
|
| Transaction Agreements | | |
A-9
|
|
| Transaction Litigation | | |
6.10
|
|
| Transactions | | |
Recitals
|
|
| Transfer Taxes | | |
A-9
|
|
| Treasury Regulations | | |
A-9
|
|
| Voting Debt | | |
A-9
|
|
| WARN Act | | |
4.11(f)
|
|
| Willful and Material Breach | | |
A-9
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ THOMAS E. CAPASSE
Thomas E. Capasse
|
| | Chairman of the Board, Chief Executive Officer and Chief Investment Officer (principal executive officer) | | |
April 18, 2023
|
|
|
*
Andrew Ahlborn
|
| | Chief Financial Officer (principal accounting and financial officer) | | |
April 18, 2023
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Jack J. Ross
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| | President and Director | | |
April 18, 2023
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Frank P. Filipps
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| | Director | | |
April 18, 2023
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Meredith Marshall
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| | Director | | |
April 18, 2023
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Dominique Mielle
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| | Director | | |
April 18, 2023
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Gilbert E. Nathan
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| | Director | | |
April 18, 2023
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Andrea Petro
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| | Director | | |
April 18, 2023
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J. Mitchell Reese
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| | Director | | |
April 18, 2023
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Todd M. Sinai
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| | Director | | |
April 18, 2023
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*By
/s/ THOMAS E. CAPASSE
Thomas E. Capasse
Attorney-in-Fact |
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Exhibit 23.4
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-4 (No. 333-270849) of our reports dated February 28, 2023, relating to the financial statements of Ready Capital Corporation, and the effectiveness of Ready Capital Corporation’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Ready Capital Corporation for the year ended December 31, 2022. We also consent to the reference to us under the heading “Experts” in the Joint Proxy Statement/Prospectus, which is part of such Registration Statement.
/s/ Deloitte & Touche LLP
New York, New York
April 18, 2023
Exhibit 23.5
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this Amendment No. 1 to Registration Statement on Form S-4 (No. 333-270849) of Ready Capital Corporation of our report dated March 1, 2023, relating to the consolidated financial statements of Broadmark Realty Capital Inc. (the “Company”) and the effectiveness of internal control over financial reporting of the Company, appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2022, filed with the Securities and Exchange Commission. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ Moss Adams LLP
Phoenix, Arizona
April 18, 2023
Exhibit 99.1
CONSENT OF WELLS FARGO SECURITIES, LLC
Ready Capital Corporation
1251 Avenue of Americas, 50th Floor
New York, NY 10020
Attention: Board of Directors
RE: | Amendment No. 1 to the Joint Proxy Statement / Prospectus (the “Proxy Statement/Prospectus”) of Broadmark Realty Capital Inc. (“Broadmark”) and Ready Capital Corporation (“Ready Capital”), which forms part of the Registration Statement on Form S-4 of Ready Capital (the “Registration Statement”) |
Members of the Board of Directors:
We hereby consent to the inclusion of our opinion letter, dated February 26, 2023, to the Ready Capital Board of Directors as Annex C to the Proxy Statement/Prospectus which forms part of Amendment No. 1 to the Registration Statement to be filed with the Securities and Exchange Commission on April 18, 2023 and the references to our firm and our opinion in such Proxy Statement/Prospectus under the headings “Summary—Opinion of Ready Capital’s Financial Advisor”, “The Merger—Background of the Merger”, “The Merger—Recommendation of the Ready Capital Board and Its Reasons for the Merger”, “The Merger—Certain Ready Capital Unaudited Prospective Financial Information”, “The Merger—Certain Broadmark Unaudited Prospective Financial Information”, and “The Merger—Opinion of Ready Capital’s Financial Advisor”.
The foregoing consent applies only to the Amendment No. 1 to the Registration Statement being filed with the Securities and Exchange Commission on April 18, 2023 and not to any other amendments or supplements thereto, and our opinion is not to be used, circulated, quoted or otherwise referred to for any other purpose, nor is it to be filed with, included in or referred to in whole or in part in any other registration statement (including any subsequent amendments to the above-mentioned Registration Statement), proxy statement or any other document, except in accordance with our prior written consent.
In giving our consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder, nor do we admit that we are experts with respect to any part of such Registration Statement within the meaning of the term “experts” as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.
Dated: April 17, 2023 | |
/s/ Wells Fargo Securities, LLC | |
WELLS FARGO SECURITIES, LLC |
Exhibit 99.2
CONSENT OF J.P. MORGAN SECURITIES LLC
We hereby consent to (i) the inclusion of our opinion letter dated February 26, 2023 to the board of directors of Broadmark Realty Capital Inc. (“Broadmark”) as Annex D to the joint proxy statement/prospectus which forms a part of Amendment No. 1 to the registration statement on Form S-4 (the “Registration Statement”) relating to the proposed merger of Broadmark and a wholly owned subsidiary of Ready Capital Corporation, and (ii) the references to such opinion in such joint proxy statement/prospectus. In giving such consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder, nor do we hereby admit that we are experts with respect to any part of such Registration Statement within the meaning of the term “experts” as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.
Very truly yours, | |
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J.P. MORGAN SECURITIES LLC | |
April 18, 2023 |
1UPX Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 03T5QC + + A Proposals — The Board of Directors recommend a vote FOR Proposals 1 – 2. 1. To consider and vote on a proposal (the “Ready Capital Common Stock Issuance Proposal”) to approve the issuance of shares of common stock, par value $0.0001 per share, of Ready Capital Corporation pursuant to the Agreement and Plan of Merger (as the same may be amended from time to time), dated as of February 26, 2023, by and among Ready Capital Corporation, RCC Merger Sub, LLC and Broadmark Realty Capital Inc., a copy of which is attached as Annex A to the joint proxy statement/prospectus accompanying this proxy card. 2. To consider and vote upon a proposal to adjourn the special meeting, if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes to approve the Ready Capital Common Stock Issuance Proposal. For Against Abstain Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. The undersigned acknowledges receiving, prior to execution of this proxy, a Notice of Special Meeting and a Joint Proxy Statement and Prospectus, both dated April 18, 2023, and each of which is incorporated herein by reference. q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q 2023 Special Meeting Proxy Card For Against Abstain 000004 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 ENDORSEMENT_LINE______________ SACKPACK_____________ 1234 5678 9012 345 MMMMMMMMM MMMMMMMMMMMMMMM 577586 MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND C 1234567890 J N T C123456789 MMMMMMMMMMMM MMMMMMM 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext If no electronic voting, delete QR code and control # Δ ≈ You may vote online or by phone instead of mailing this card. Online Go to www.investorvote.com/RC or scan the QR code — login details are located in the shaded bar below. Save paper, time and money! Sign up for electronic delivery at www.investorvote.com/RC Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Your vote matters – here’s how to vote! |
Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.investorvote.com/RC Notice of 2023 Special Meeting of Shareholders Proxy Solicited by Board of Directors for Special Meeting — May 30, 2023 Thomas E. Capasse and Andrew Ahlborn, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Special Meeting of Shareholders of Ready Capital Corporation to be held on Tuesday May 30, 2023 or at any postponement or adjournment thereof. Shares represented by this proxy will be voted by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR proposal 1-2. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appear on reverse side) Ready Capital Corporation q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Change of Address — Please print new address below. Comments — Please print your comments below. C Non-Voting Items + + The 2023 Special Meeting of Shareholders of Ready Capital Corporation will be held on Tuesday, May 30, 2023 at 9:00 am EST, virtually via the internet at www.meetnow.global/M5HHNH5. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. |
Exhibit 99.4
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date SCAN TO VIEW MATERIALS & VOTE 0 0 0 0 0 0 0 0 0 0000607756_1 R1.0.0.6 BROADMARK REALTY CAPITAL INC. 1420 FIFTH AVENUE, SUITE 2000 SEATTLE, WASHINGTON 98101 VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on May 29, 2023. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Broadmark Special Meeting - Go to www.virtualshareholdermeeting.com/ BRMK2023SM You may attend the Broadmark special meeting via the Internet and vote during the Broadmark special meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on May 29, 2023. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. The Broadmark Board recommends you vote FOR the following proposals: For Against Abstain 1. To approve the merger of Broadmark Realty Capital Inc. ("Broadmark") with and into RCC Merger Sub, LLC ("Merger Sub"), a Delaware limited liability company and wholly owned subsidiary of Ready Capital Corporation ("Ready Capital"), a Maryland corporation, with Merger Sub continuing as the surviving entity and a subsidiary of Ready Capital, and the other transactions contemplated in connection therewith (collectively, the "Merger"), pursuant to that certain Agreement and Plan of Merger, dated as of February 26, 2023, by and among Ready Capital, Merger Sub and Broadmark, as it may be amended from time to time (the "Broadmark Merger Proposal"). 2. To approve, by a non-binding advisory vote, the compensation that may be paid or become payable to Broadmark's named executive officers that is based on or otherwise relates to the Merger (the "Broadmark Compensation Proposal"). 3. To approve the adjournment of the Broadmark special meeting, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of the Broadmark Merger Proposal (the "Broadmark Adjournment Proposal"). Please sign exactly as your name(s) appear(s) hereon and date. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
0000607756_2 R1.0.0.6 Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Notice of Special Meeting & Proxy Statement/Prospectus are available at www.proxyvote.com BROADMARK REALTY CAPITAL INC. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS SPECIAL MEETING OF BROADMARK STOCKHOLDERS MAY 30, 2023 The undersigned stockholder of Broadmark Realty Capital Inc., a Maryland corporation (“Broadmark”), hereby appoints Jeffrey B. Pyatt and Kevin M. Luebbers, or either of them, as proxies for the undersigned, each with the power to appoint his substitute, to attend the Special Meeting of Broadmark Stockholders (the “Broadmark special meeting”) to be held virtually at www.virtualshareholdermeeting.com/BRMK2023SM at 10:00 a.m., Pacific Time on Tuesday, May 30, 2023, and any adjournment or postponement thereof, and hereby authorizes each of them to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at the Broadmark special meeting and otherwise to represent the undersigned at the Broadmark special meeting with all powers possessed by the undersigned if personally present at the Broadmark special meeting. The undersigned hereby acknowledges receipt of the Notice of the Special Meeting of Broadmark Stockholders and of the accompanying joint proxy statement/prospectus, the terms of each of which are incorporated by reference, and revokes any proxy heretofore given with respect to the Broadmark special meeting. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE STOCKHOLDER ON THE REVERSE SIDE. IF NO SUCH DIRECTIONS ARE PROVIDED, THIS PROXY WILL BE VOTED "FOR" THE BROADMARK MERGER PROPOSAL, "FOR" THE BROADMARK COMPENSATION PROPOSAL AND "FOR" THE BROADMARK ADJOURNMENT PROPOSAL. THE BOARD OF DIRECTORS OF BROADMARK RECOMMENDS A VOTE “FOR” EACH OF THE BROADMARK MERGER PROPOSAL, THE BROADMARK COMPENSATION PROPOSAL AND THE BROADMARK ADJOURNMENT PROPOSAL. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE Continued and to be signed on reverse side
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