- Merger Expected to Close Pre-Market Open on May 31 -
Broadmark Realty Capital Inc. (NYSE: BRMK) (“Broadmark” or the “Company”), 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 transactions under the terms of the previously announced merger agreement with Ready Capital Corporation (“Ready Capital”). Pursuant to the merger agreement, Ready Capital will acquire Broadmark through Broadmark’s merger with and into a wholly owned subsidiary of Ready Capital (the “Merger”).
The Merger is expected to close on May 31, 2023, subject to customary closing conditions. As a result of the Merger, among other things, each share of common stock of Broadmark (“Broadmark Common Stock”) outstanding at the effective time of the Merger will be converted into the right to receive from Ready Capital 0.47233 shares of common stock, par value $0.0001 per share, of Ready Capital (“Ready Capital Common Stock”). Cash will be paid in lieu of fractional shares of Ready Capital Common Stock that would have been received as a result of the Merger. As a result of the Merger, Broadmark Common Stock is expected to cease trading on the New York Stock Exchange prior to market open on May 31, 2023.
Ready Capital also announced that its stockholders have approved the issuance of shares of Ready Capital Common Stock in connection with the Merger.
Forward Looking Statements
This press release contains statements that constitute “forward-looking statements,” as such term is defined in Section 27A of the Securities Act and Section 21E of the Exchange Act and such statements are intended to be covered by the safe harbor provided by the same. These statements are based on current expectations and beliefs of Ready Capital and the Company and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements; neither Ready Capital nor the Company can give any assurance that their expectations will be attained.
Factors that could cause actual results to differ materially from expectations include, but are not limited to, the risk that the Merger will not be consummated within the expected time period or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the failure to satisfy all conditions to completion of the Merger; risks related to disruption of management attention from the ongoing business operations due to the proposed merger; the effect of the announcement of the proposed merger on the operating results and businesses generally of Ready Capital and the Company; the outcome of any legal proceedings relating to the Merger; the ability to retain key personnel; availability of suitable investment opportunities; changes in interest rates; changes in the yield curve; changes in prepayment rates; the availability and terms of financing; general economic conditions; market conditions; inflationary pressures on the capital markets and the general economy; conditions in the market for small balance commercial loans and other investments; legislative and regulatory changes that could adversely affect the businesses of Ready Capital and the Company; risks related to integrating an existing lending platform into our operations; risks related to the origination and ownership of construction loans and other assets, which are typically short-term loans that are subject to additional risks as compared to loans secured by existing structures or land; risks related to the origination and ownership of bridge loans and other assets, which are typically short-term loans that are subject to higher interest rates, transaction costs and uncertainty on loan repayment; risks relating to any future impact of the COVID-19 pandemic, including the responses of governments and industries, on the real estate sector; and other factors, including those set forth in the Risk Factors sections of Ready Capital’s and the Company’s most recent Annual Reports on Form 10-K and other reports filed by Ready Capital and the Company with the SEC, copies of which are available on the SEC’s website, www.sec.gov. Neither Ready Capital nor the Company undertakes any obligation to update these statements for revisions or changes after the date of this press release, except as required by law.
About Broadmark Realty Capital
Broadmark is a specialty real estate finance company, providing financing solutions generally in the $2 to $75 million range per transaction. The Company provides smart, reliable, rapid solutions across the entire debt capital stack, including senior, subordinate, and participation investments with fixed and floating rate structures available. Broadmark invests in a variety of new construction and existing properties across all asset classes throughout the United States, including hotel, industrial, medical, mixed-use, office, retail, self-storage, warehouse, multifamily, senior living, student housing, condos, larger scaled single-family, townhome, and multiplex. It has the competitive advantage of being an internally managed balance sheet lender, and the Company’s proactive approach delivers dedicated in-house underwriting, asset management, loan servicing, and draw administration.