Ready Capital Approves Issuance of Common Stock in Mergers With Funds Managed by MREC Management

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Ready Capital Corporation (NYSE:RC) (“Ready Capital” or the “Company”) today announced that at the special meeting of stockholders held today, conducted by means of a virtual meeting held live over the internet, its stockholders approved the issuance of the Company’s common stock (“Common Stock”) pursuant to the terms of the previously announced merger agreement pursuant to which Ready Capital has agreed to acquire via mergers (the “Mergers”) a series of privately held, real estate structured finance opportunities funds with a focus on construction lending (the “Mosaic Funds”) managed by MREC Management, LLC (the “Mosaic Manager”). Following the mergers, Ready Capital is expected to have a pro forma equity capital base in excess of $1.8 billion.  The acquisition is expected to further expand Ready Capital’s investment portfolio to include a diverse portfolio of construction assets with attractive portfolio yields resulting in expected earnings accretion and a reduced leverage profile.

The Mergers are expected to close on March 16, 2022, subject to customary closing conditions. As a result of the Mergers (assuming all of the Mergers are consummated), Ready Capital will acquire all of the outstanding equity interests in Mosaic Real Estate Credit, LLC (“MREC Onshore”), Mosaic Real Estate Credit TE, LLC (“MREC TE”) and MREC International Incentive Split, LP (“MREC IIS” and together with MREC Onshore and MREC TE, the “Mosaic Merger Entities”) in exchange for (i)  an equal number of shares of each of Class B-1 Common Stock, $0.0001 par value per share (the “Class B-1 Common Stock”), Class B-2 Common Stock, $0.0001 par value per share (the “Class B-2 Common Stock”), Class B-3 Common Stock, $0.0001 par value per share (the “Class B-3 Common Stock”), and Class B-4 Common Stock, $0.0001 par value per share (the “Class B-4 Common Stock” and, together with the Class B-1 Common Stock, the Class B-2 Common Stock and the Class B-3 Common Stock, the “Class B Common Stock”), of Ready Capital, (ii) non-transferable contingent equity rights (“CERs”) representing the potential right to receive additional shares of 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.

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