Ready Capital Corp美股招股说明书(2024-12-05版)

$115,000,000 READY CAPITAL CORPORATION9.00% Senior Notes due 2029 Interest payable March 15, June 15, September 15, and December 15 We are offering $115,000,000 principal amount of our 9.00% senior notes due 2029, or thenotes. The notes will bear interest at a rate of 9.00% per year, payable quarterly in arrears onMarch 15, June 15, September 15, and December 15 of each year, beginning on March 15,2025. The notes will be issued in minimum denominations of $25 and integral multiples of $25in excess thereof and will mature on December 15, 2029 unless earlier repurchased orredeemed. We may not redeem the notes prior to December 15, 2026. On or after December 15, 2026,we may redeem for cash all or any portion of the notes, at our option, at a redemption priceequal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaidinterest to, but excluding, the redemption date. No “sinking fund” will be provided for thenotes. Upon the occurrence of a Change of Control Repurchase Event (as defined herein), unlesswe have exercised our option to redeem the notes, holders of the notes may require us torepurchase the notes at a repurchase price in cash equal to 101% of the aggregate principalamount of notes to be repurchased, plus accrued and unpaid interest to, but excluding, the dateof repurchase and as further described herein under “Description of the Notes—CertainCovenants—Offer to Repurchase Upon a Change of Control Repurchase Event.” The notes will be our senior direct unsecured obligations and will not be guaranteed by anyof our subsidiaries. The notes will rank: equal in right of payment to any of our existing andfuture unsecured and unsubordinated indebtedness; effectively junior in right of payment to anyof our and our subsidiaries’ existing and future secured indebtedness to the extent of the valueof the assets securing such indebtedness; and structurally junior to all existing and futureindebtedness and other liabilities (including trade payables) and (to the extent not held by us)preferred stock, if any, of our subsidiaries. We intend to apply to list the notes on the New York Stock Exchange, or the NYSE, underthe symbol “RCD” and expect trading of the notes to commence thereon within 30 days afterthe original issue date. The notes are expected to trade “flat.” This means that purchasers willnot pay, and sellers will not receive, any accrued and unpaid interest on the notes that is notincluded in the trading price. Currently, there is no public market for the notes and it is notexpected that a market for the notes will develop unless and until the notes are listed on theNYSE. See “Risk Factors” beginning on page S-10 of this prospectus supplement, in our AnnualReport on Form 10-K for the year ended December 31, 2023 for a discussion of important factorsthat you should consider before making a decision to invest in the notes. Neither the Securities and Exchange Commission nor any state securities commission hasapproved or disapproved of these securities or passed upon the accuracy or adequacy of this The public offering price set forth above does not include accrued interest, if any. Intereston the notes will accrue from December 10, 2024 and must be paid by the purchaser if the notesare delivered after December 10, 2024. See “Underwriting” for additional disclosure regardingthe underwriting discounts and expenses payable to the underwriters by us. The underwriters will have the option to purchase, within a period of 30 days beginning on,and including, the date of this prospectus supplement, up to an additional $17,250,000aggregate principal amount of notes from us, solely for the purpose of covering over-allotments,if any, at the public offering price less the underwriting discount. The underwriters expect to deliver the notes in book-entry only form through the facilitiesof The Depository Trust Company on or about December 10, 2024. Book Running ManagersPiperRBC Capital Morgan Stanley December 3, 2024 TABLE OF CONTENTS PageABOUT THIS PROSPECTUS SUPPLEMENTS-2CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTSS-3PROSPECTUS SUPPLEMENT SUMMARYS-5THE OFFERINGS-7RISK FACTORSS-10USE OF PROCEEDSS-15CAPITALIZATIONS-16DESCRIPTION OF THE NOTESS-17UNDERWRITINGS-29ADDITIONAL U.S. FEDERAL INCOME TAX CONSIDERATIONSS-32LEGAL MATTERSS-38EXPERTSS-39WHERE YOU CAN FIND MORE INFORMATION AND INCORPORATION BY REFERENCES-40ABOUT THIS PROSPECTUS1READY CAPITAL CORPORATION2RISK FACTORS3FPRWARD-LOOKING STATEMENTS4USE OF PROCEEDS6SELLING SECURITYHOLDERS7PLAN OF DISTRIBUTION8DESCRIPTION OF SECURITIES9DESCRIPTION OF COMMON STOCK10DESCRIPTION OF PREFERRED STOCK15DESCRIPTION OF DEPOSITARY SHARES1 DESCRIPTION OF DEBT SECURITIES19DESCRIPTION OF WARRANTS22DESCRIPTION OF RIGHTS23CERTAIN PROVISIONS OF THE MARYLAND GENERAL CORPORATION LAW AND OURCHARTER AND BYLAWS24THE OPERATION PARTNERSHIP AGREEMENT28U.S. FEDERAL INCOME TAX CONSIDERATIONS32BOOK-ENTRY SECURITIES65LEGAL MATTERS66EXPERTS66WHERE YOU CAN FIN