M&A - Ready Capital Corp

Form Type: 425

Filing Date: 2025-03-13

Corporate Action: Merger

Type: New

Accession Number: 000110465925023220

Filing Summary: United Development Funding IV (UDF IV) announced a cash distribution of $2.3785 per share payable to shareholders of record on March 4, 2025, in connection with the merger with Ready Capital Corporation. This payment, amounting to approximately $73 million, brings the total distributions linked to the merger to $75 million, which is the maximum allowed under the merger agreement. The merger is anticipated to close shortly after this cash distribution, pending customary closing conditions. UDF IV's shareholders approved the merger during a Special Meeting held on March 4, 2025. Ready Capital had filed a registration statement on Form S-4 which was declared effective on January 8, 2025, detailing the merger and associated documents. Shareholders are encouraged to review all related documents for detailed information about the merger and the companies involved.

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Form Type: 8-K

Filing Date: 2025-03-13

Corporate Action: Merger

Type: New

Accession Number: 000110465925023522

Filing Summary: On March 13, 2025, Ready Capital Corporation completed a merger with United Development Funding IV and its wholly owned subsidiary, RC Merger Sub IV, LLC. This merger effectively resulted in UDF IV merging into Merger Sub, with the latter as the surviving entity and a wholly owned subsidiary of Ready Capital. Following the merger, Ready Capital will continue to operate under its name and its common stock will trade under the ticker symbol 'RC'. As part of the merger, a Contingent Value Rights Agreement was also established, which allows holders to receive additional shares of Ready Capital Common Stock based on cash proceeds from a specific portfolio of loans. The document details the conversion of UDF IV common shares into shares of Ready Capital stock and additional contingent right distributions. It includes the issuance of approximately 12,767,472 shares of Ready Capital common stock, representing about 7% of the outstanding equity in the combined company after the merger.

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Form Type: 425

Filing Date: 2025-02-28

Corporate Action: Merger

Type: New

Accession Number: 000110465925019251

Filing Summary: Ready Capital Corporation's corporate action pertains to the rejection of an unsolicited proposal from NexPoint Real Estate Opportunities, LLC to acquire United Development Funding IV (UDF IV). UDF IV's Board of Trustees declined the proposal after a thorough assessment, including consultations with external advisors. The Board determined that the proposal was not superior to the ongoing merger agreement between UDF IV and Ready Capital. The readiness and liquidity of the Ready Capital stock were significant factors in the decision, alongside the expected timelines for negotiation and required approvals with NexPoint. The merger between UDF IV and Ready Capital is subject to UDF IV shareholder approval and other customary closing conditions, with a Special Meeting planned to finalize the merger shortly after March 4, 2025.

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Form Type: 425

Filing Date: 2025-02-11

Corporate Action: Merger

Type: New

Accession Number: 000110465925011488

Filing Summary: This document is a communication from Ready Capital Corporation to UDF IV shareholders regarding the proposed merger with Ready Capital. The special meeting for the shareholders to vote on the merger is scheduled for March 4, 2025. The shareholders are encouraged to vote 'FOR' the merger to secure immediate value and potential long-term benefits. The merger offers UDF IV shareholders a potential value of up to $5.89 per share, which includes pre-closing cash distributions, shares of Ready Capital stock, and contingent value rights. The document emphasizes the importance of voting and details the conditions under which the merger will proceed, along with the regulatory filings and forward-looking statements about the benefits and risks associated with the merger.

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Form Type: 425

Filing Date: 2025-02-10

Corporate Action: Merger

Type: New

Accession Number: 000110465925010944

Filing Summary: Ready Capital Corporation has initiated a merger process involving United Development Funding IV (UDF IV). A Special Meeting has been called for UDF IV shareholders to vote on the proposed merger, contingent on their approval and typical closing conditions. A registration statement on Form S-4, which includes a proxy statement/prospectus, was filed with the SEC and became effective on January 8, 2025. Documents related to the merger have been distributed to shareholders, emphasizing the importance of reading the details contained within these filings. Shareholders are encouraged to obtain free copies of all relevant documents from both the SEC’s website and Ready Capital's website.

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Form Type: 425

Filing Date: 2025-02-04

Corporate Action: Merger

Type: Update

Accession Number: 000110465925008847

Filing Summary: Ready Capital Corporation filed a communication urging shareholders of United Development Funding IV (UDF IV) to vote in favor of the proposed merger with Ready Capital at the upcoming Special Meeting of Shareholders scheduled for March 4, 2025. The document outlines the potential value UDF IV shareholders may receive, which includes up to $5.89 per UDF IV share through pre-closing cash distributions, shares of Ready Capital common stock, and contingent value rights (CVRs). Shareholders are encouraged to vote promptly as abstaining from voting is equivalent to voting against the merger. The merger is expected to provide significant value, with a breakdown of potential distributions per share, including $2.44 in cash, stock with an implied value of $3.07 per share, and CVRs that could yield additional payments. The filing notes the importance of shareholder approval for customary closing conditions to be met. Furthermore, Ready Capital had filed a registration statement effective as of January 8, 2025, and distributed the proxy statement/prospectus for this merger in January 2025. Shareholders are also reminded of the forward-looking statements regarding the merger and its potential benefits, emphasizing the necessity of their participation in the voting process.

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Form Type: 425

Filing Date: 2025-01-28

Corporate Action: Merger

Type: New

Accession Number: 000110465925006703

Filing Summary: Ready Capital Corporation filed a Rule 425 form concerning its proposed acquisition of United Development Funding IV (UDF IV). The merger is expected to provide immediate value and potential long-term benefits for UDF IV shareholders. A Special Meeting of Shareholders is set for March 4, 2025, to vote on the merger. UDF IV shareholders may receive cash distributions of up to $2.44 per share, and 0.416 shares of Ready Capital common stock valued at approximately $3.07 per UDF IV share based on past closing prices. Additionally, contingent value rights may yield further payments of up to $0.38 per UDF IV share. It is urged that shareholders vote promptly on the merger, as abstaining equates to a vote against it. The merger is subject to UDF IV shareholder approval and customary closing conditions. Ready Capital has significant assets and a strong financial profile, positioning it as a beneficial partner for UDF IV shareholders. These forward-looking statements underline the potential advantages while cautioning against overreliance on such predictions due to various risk factors. Interested shareholders are encouraged to review additional materials available on the companies' websites.

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Form Type: 425

Filing Date: 2025-01-21

Corporate Action: Merger

Type: New

Accession Number: 000110465925004686

Filing Summary: Ready Capital Corporation has filed a communication pursuant to Rule 425 under the Securities Act of 1933, announcing its intention to acquire United Development Funding IV (UDF IV). The communication was distributed via LinkedIn and a web advertisement, highlighting several key messages aimed at shareholders, including the importance of voting in favor of the merger to protect shareholder value. The merger is contingent upon approval from UDF IV shareholders and other customary conditions. A registration statement on Form S-4 containing a proxy statement/prospectus was filed with the SEC and became effective on January 8, 2025. UDF IV will hold a Special Meeting for shareholders to approve the merger, with relevant documents made available through multiple channels, including the SEC's website and UDF IV's dedicated merger site. The communication also includes forward-looking statements related to the merger's benefits, contingent consideration for UDF IV shareholders, and potential risks affecting merger completion, emphasizing that actual outcomes may vary significantly due to various factors.

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Form Type: 425

Filing Date: 2025-01-21

Corporate Action: Merger

Type: New

Accession Number: 000110465925004813

Filing Summary: United Development Funding IV (UDF IV) is holding a Special Meeting on March 4, 2025, for shareholders to vote on a proposed merger with Ready Capital. UDF IV's Board of Trustees encourages shareholders to vote 'FOR' this merger immediately. The merger promises to deliver significant value, with potential distributions of up to $5.89 per UDF IV share, including cash distributions of up to $2.44 per share estimated to total $75 million. Shareholders will receive 0.416 shares of Ready Capital for each UDF IV share owned, with stock consideration valued at approximately $90 million. Future contingent value rights (CVRs) may also afford additional payments totaling up to $12 million. The merger brings significant benefits including greater diversification, immediate cash distributions, and shares of a NYSE-traded stock with a high dividend yield. The conducted proxy statements and other documentation offer critical insights, and shareholders are urged to read all relevant materials. Approval from UDF IV shareholders and standard closing conditions are required for the merger to finalize.

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Form Type: 425

Filing Date: 2025-01-15

Corporate Action: Merger

Type: New

Accession Number: 000110465925003766

Filing Summary: Ready Capital Corporation filed a Form 425 relating to a proposed merger with United Development Funding IV (UDF IV), which is scheduled for a shareholder meeting on March 4, 2025. The merger was unanimously approved by the UDF IV Board of Trustees and is expected to provide value to UDF IV shareholders. Shareholders may receive total consideration of up to $5.89 per UDF IV share, including pre-closing cash distributions of $2.44 per share, common stock of Ready Capital, and contingent value rights that may generate additional payments. The merger is subject to the approval of UDF IV shareholders and other customary closing conditions. UDF IV has available cash that supports the planned distributions, and management encourages shareholders to vote in favor of the merger to safeguard the value of their investments.

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Form Type: 425

Filing Date: 2025-01-08

Corporate Action: Merger

Type: New

Accession Number: 000110465925002096

Filing Summary: Ready Capital Corporation filed a Rule 425 under the Securities Act on January 9, 2025, to solicit votes from United Development Funding IV (UDF IV) shareholders regarding a pending merger. On December 2, 2024, UDF IV agreed to be acquired by Ready Capital, a move expected to create significant value for UDF IV shareholders, including cash distributions of up to $2.44 per share and 0.416 shares of Ready Capital common stock. The merger was unanimously approved by UDF IV's Board of Trustees and is scheduled for a Special Meeting on March 4, 2025, where shareholders will vote on the matter. The merger is subject to customary closing conditions and shareholder approval. The document outlines anticipated benefits, which include immediate cash distributions, ownership of NYSE-traded shares, and potential future payments through contingent value rights (CVRs). UDF IV shareholders are urged to vote 'FOR' the merger in order to realize the value projected from this transaction.

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Form Type: S-4/A

Filing Date: 2025-01-06

Corporate Action: Merger

Type: Update

Accession Number: 000110465925001312

Filing Summary: Ready Capital Corporation has proposed a merger with United Development Funding IV. This merger, approved by the Trust Board of United Development Funding IV upon the recommendation of a special transaction committee, involves entering into an Agreement and Plan of Merger, dated November 29, 2024. The merger will see United Development Funding IV merge with Melger Sub IV, LLC, a wholly owned subsidiary of Ready Capital, with Melger Sub continuing as the surviving entity. Upon completion of the merger, shareholders of United Development Funding IV will receive 0.416 shares of Ready Capital Common Stock and 0.416 contingent value rights representing potential future shares based on specific cash proceeds from Trust loans. The special meeting for shareholders to vote on this merger is scheduled for March 4, 2025. The board unanimously recommends a vote in favor of the merger proposal, underscoring that it is in the best interests of the Trust and its shareholders. A detailed proxy statement/prospectus is provided with information regarding the meeting and the merger.

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