Ready Capital Corporation (NYSE:RC) (“Ready Capital” or the “Company”) today announced that it has completed the previously announced mergers (“Mergers”) pursuant to the terms of the Merger Agreement, dated as of November 3, 2021, as amended on February 7, 2022, by and among Ready Capital, Mosaic Real Estate Credit, LLC (“MREC”), Mosaic Real Estate Credit TE, LLC (“MREC TE”), MREC International Incentive Split, LP (“MREC IIS,” and together with MREC and MREC TE, the “Mosaic Merger Entities”), Mosaic Real Estate Credit Offshore, LP, MREC Corp Sub 1 (VO), LLC, MREC Corp Sub 2 (LA Office), LLC, MREC Corp Sub 3 (Superblock), LLC, Mosaic Special Member, LLC, Mosaic Secure Holdings, LLC, MREC Management, LLC (the “Mosaic Manager”), RC Mosaic Sub, LLC, and Sutherland Partners, L.P. (the “Merger Agreement”). The combined company will conduct business under the name “Ready Capital Corporation” and will continue to trade on the New York Stock Exchange under the ticker symbol “RC.”
Upon the closing of the Mergers, the outstanding equity interests in the Mosaic Merger Entities were automatically cancelled and retired and converted into the right to receive (i) an equal number of shares of each of Class B-1 Common Stock, $0.0001 par value per share, Class B-2 Common Stock, $0.0001 par value per share, Class B-3 Common Stock, $0.0001 par value per share, and Class B-4 Common Stock, $0.0001 par value per share (collectively, the “Class B Common Stock”), of Ready Capital, (ii) non-transferable contingent equity rights representing the potential right to receive additional shares of Ready Capital’s common stock, $0.0001 par value per share, (“Ready Capital Common Stock”) as of the end of the three-year period following the closing of the Mergers based upon the performance of the assets acquired by Ready Capital pursuant to the Mergers, and (iii) cash consideration in lieu of any fractional shares of Class B Common Stock. The shares of Class B Common Stock will have dividend, distribution and other rights identical to those of the existing shares of Ready Capital Common Stock, except that the newly issued Class B Common Stock will not be listed on the New York Stock Exchange. The shares of Class B-1 Common Stock, Class B-2 Common Stock, Class B-3 Common Stock and Class B-4 Common Stock will automatically convert, on a one-for-one basis, into an equal number of shares of Ready Capital Common Stock on the first business day following the 91st, 182nd, 273rd and 365th calendar day, respectively, following the date that the Articles Supplementary to the Ready Capital charter designating the Class B Common Stock become effective, although the board of directors of Ready Capital may establish an earlier date for any such conversion.
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