NEW YORK, NY – August 4, 2017 – Sutherland Asset Management Corporation (NYSE: SLD) (“Sutherland” or the “Company”) today announced that it priced an underwritten public offering of $100 million aggregate principal amount of its 7% Convertible Senior Notes due 2023 (the “Notes”). The Company has granted to the underwriters a 30-day option to purchase up to an additional $15 million aggregate principal amount of the Notes at the public offering price, less the underwriting discount. The Company intends to use the net proceeds from this offering to acquire additional mortgage loans and mortgage-related assets consistent with its investment strategy and for general corporate purposes. Keefe, Bruyette & Woods, Inc. and JMP Securities LLC served as joint book-running managers and Compass Point Research & Trading, LLC as a co-manager for the public offering. The offering is expected to close on August 9, 2017 and is subject to customary closing conditions.
The expected net proceeds are $96.4 million after underwriting discounts and commissions and estimated offering expenses payable by the Company (assuming no exercise by the underwriters of the option to purchase additional Notes). Interest on the Notes will be paid at a rate of 7% per annum, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, beginning on November 15, 2017. The Notes will mature on August 15, 2023, unless earlier repurchased, redeemed or converted. During certain periods and subject to certain conditions, the Notes will be convertible by holders into shares of the Company’s common stock at an initial conversion rate of 1.4997 shares of common stock per $25 principal amount of Notes, which is equivalent to an initial conversion price of approximately $16.67 per share of common stock. Upon conversion, holders will receive, at the Company’s discretion, cash, shares of the Company’s common stock or a combination thereof.
The Company may, upon the satisfaction of certain conditions, redeem all or any portion of the Notes, at its option, on or after August 15, 2021, at a redemption price payable in cash equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest. Additionally, upon the occurrence of certain corporate transactions, holders may require the Company to purchase the Notes for cash at a purchase price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest.
A registration statement relating to the Notes has been declared effective by the Securities and Exchange Commission (the “SEC”). The offering was made only by means of a preliminary prospectus supplement and accompanying prospectus, which have been filed with the SEC. A copy of the prospectus supplement and accompanying prospectus may be obtained free of charge at the SEC’s website at www.sec.gov or from the underwriters by contacting: Keefe, Bruyette & Woods, Inc., 787 Seventh Avenue, Fourth Floor, New York, NY 10019 (telephone: 800-966-1559) or email: USCapitalMarkets@kbw.com or JMP Securities LLC, 600 Montgomery Street, Suite 1100, San Francisco, CA 94111, Attention: Syndicate Department, or by calling (415) 835-3959.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the Company’s securities, nor shall there be any sale of the Company’s securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
About Sutherland Asset Management Corporation
Sutherland Asset Management Corporation (NYSE: SLD) is a REIT that originates, acquires, finances, services and manages small balance commercial (“SBC”) loans, U.S. Small Business Administration loans under its Section 7(a) program, and residential mortgage loans. The Company originates SBC loans through its ReadyCap subsidiaries and originates residential mortgage loans through its GMFS subsidiary. The Company is externally managed and advised by Waterfall Asset Management, LLC.
This press release contains certain forward-looking statements. Words such as “believes,” “intends,” “expects,” “projects,” “anticipates,” and “future” or similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions, many of which are beyond the control of the Company, including, without limitation, the risk factors and other matters set forth in the prospectus supplement and the accompanying prospectus and the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC and in its other filings with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.