Ready Capital Corporation (NYSE:RC) completed the acquisition of Broadmark Realty Capital Inc. from The Vanguard Group, Inc., BlackRock, Inc. and others.
The transaction is subject to the respective approvals by the stockholders of Ready Capital and Broadmark, The Registration Statement shall have been declared effective by the SEC, shares to be issued in the Merger shall have been approved for listing on the NYSE and other customary closing conditions. The transaction has been unanimously approved by each of the Boards of Directors of Ready Capital and Broadmark. Ready Capital?s registration statement on Form S-4 was declared effective by the U.S. Securities and Exchange Commission on April 20, 2023. Ready Capital Corporation Stockholders and Broadmark Realty Capital shareholders approved the transaction on May 30, 2023. The transaction is expected to close during the second quarter of 2023. The Merger is expected to close on May 31, 2023, subject to customary closing conditions. Highly synergistic platforms and capital optimization will drive strong earnings per share accretion in 2024.
Wells Fargo Securities, LLC acted as exclusive financial advisor and Michael Kessler, David E. Brown, Julie Mediamolle, Sarah Ma, Shawna Tunnell, Brett Coburn, Blake MacKay, Kerry Wenzel and Blake Estes of Alston & Bird LLP acted as legal advisor to Ready Capital. Sebastian Tiller of Simpson Thacher & Bartlett LLP represented J.P. Morgan Securities LLC in its role as exclusive financial advisor to Broadmark. Scott Williams, Meenakshi Datta and Jessica Day of Sidley Austin LLP acted as legal advisor and Bryan Cave Leighton Paisner LLP acted as tax legal advisor to Broadmark. PricewaterhouseCoopers LLP and Sidley Austin LLP acted as due diligence provider to Broadmark. Alston & Bird LLP acted as due diligence provider to Ready Capital. Ready Capital has engaged Okapi as proxy solicitor to assist in the solicitation of proxies for the Ready Capital special meeting. Ready Capital estimates it will pay Okapi a fee of approximately $15,000. Broadmark has engaged Alliance Advisors as proxy solicitor to assist in the solicitation of proxies for the Broadmark special meeting. Broadmark estimates it will pay Alliance Advisors a fee of approximately $20,000. For services rendered by J.P. Morgan in connection with the Merger (including the delivery of its opinion), Broadmark has agreed to pay J.P. Morgan a fee of $10.0 million, $3.0 million of which became payable to J.P. Morgan at the time J.P. Morgan delivered its opinion and the remainder of which is contingent and payable upon the consummation of the Merger. Ready Capital has agreed to pay Wells Fargo Securities an aggregate fee currently estimated to be approximately $7.5 million, $2.0 million of which became payable to Wells Fargo Securities at February 27, 2023, and the remainder of which is contingent and payable upon the consummation of the Merger. Computershare Trust Company, National Association and Computershare, Inc. acted as transfer agents to Ready Capital.
Ready Capital Corporation (NYSE:RC) completed the acquisition of Broadmark Realty Capital Inc. (NYSE:BRMK) from The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK) and others on May 31, 2023.