M&A: Ready Capital Corp

Form Type: 425

Filing Date: 2025-01-08

Corporate Action: Merger

Type: New

Accession Number: 000110465925002096

Comments: 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.

Document Link: View Document

Additional details:

Shareholder Voting Importance: YOUR VOTE IS IMPORTANT! Vote to protect the value of your UDF IV shares.


Merger Effective Time: Immediately prior to the effective time of the merger


Pre Closing Cash Distribution: Up to $2.44 per UDF IV share


Ready Capital Stock Exchange Ratio: 0.416 shares of Ready Capital common stock


Contingent Value Rights Details: 0.416 CVRs may generate payments totaling up to $12 million


Special Meeting Date: March 4, 2025


Proxy Statement Availability: Documents available on SEC and company websites


Anticipated Closing Timing: First half of 2025


Form Type: S-4/A

Filing Date: 2025-01-06

Corporate Action: Merger

Type: Update

Accession Number: 000110465925001312

Comments: 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.

Document Link: View Document

Additional details:

Date Of Merger Agreement: 2024-11-29


Special Meeting Date: 2025-03-04


Exchange Ratio: 0.416


Cvr Ratio: 0.416


Expected Common Shares Issued: 12800000


Expected Cvr Issued: 12800000


Record Date: 2025-01-06