공시 • Mar 14
Ready Capital Corporation (NYSE:RC) completed the acquisition of United Development Funding IV from NexPoint Real Estate Opportunities, LLC and others.
Ready Capital Corporation (NYSE:RC) signed a non-binding letter of intent to acquire United Development Funding IV from NexPoint Real Estate Opportunities, LLC and others for approximately $110 million on June 21, 2024. Ready Capital Corporation (NYSE:RC) entered into an Agreement and Plan of Merger to acquire United Development Funding IV on November 29, 2024. The consideration consists of common equity of Ready Capital Corporation at a ratio of 0.416 per share of United Development Funding IV. In addition, as part of the merger consideration, UDF IV shareholders will be entitled to receive additional stock consideration after closing under contingent value rights with estimated future value of up to $12 million, or $0.38 per share to be issued by Ready Capital. The combined company will continue to operate under the name Ready Capital and its shares are expected to continue trading on the New York Stock Exchange under the existing ticker symbol "RC" and Waterfall Asset Management, LLC will continue to manage the combined company. The Merger Agreement contains a “no-shop” provision that prohibits UDF IV and its subsidiaries from initiating, soliciting or knowingly encouraging the making of a competing proposal. In the event of a termination of the Merger Agreement UDF IV would be required to pay to Ready Capital a termination fee of $4,000,000. The transaction has been unanimously approved by the Board of Directors of Ready Capital and the Board of Trustees of UDF IV, acting upon the unanimous recommendation of a special committee of UDF IV’s independent trustees and is subject to the approval of UDF IV shareholders, UDF IV having unrestricted consolidated cash and cash equivalents of not less than $15,000,000 plus the amount of any Proceeds and other customary closing conditions. As of December 12, 2024, the UDF IV Annual Meeting of Shareholders was adjourned due to lack of quorum. United Development Funding IV shareholders approved the agreement on March 4, 2025. The transaction is expected to close in the first half of 2025. Transaction is expected to generate meaningful distributable earnings accretion in 2025 and 2026, minimal book value dilution at closing with an earnback period of only one quarter, and projected returns well in excess of Ready Capital’s cost of equity capital.
Piper Sandler & Co. is serving as exclusive financial advisor to Ready Capital and Michael Kessler and David E. Brown, Jr. of Alston & Bird LLP is serving as its legal advisor. Moelis & Company LLC is serving as exclusive financial advisor and fairness opinion provider to UDF IV. Moelis & Company will receive a fee for its services, currently estimated to be approximately $5.5 million, in the aggregate, contingent upon the consummation of the Merger. Moelis also became entitled to receive a fee of $2.5 million in connection with the delivery of its opinion, which opinion fee shall be fully credited against the transaction fee. Andrew Kaplan, Stephen Glover; Evan D’Amico and James Springer of Gibson, Dunn & Crutcher LLP is serving as legal advisor to UDF IV and Holland & Knight LLP is serving as legal advisor to the special committee of the UDF IV Board of Trustees. UDF IV has engaged Innisfree M&A Incorporated as proxy solicitor and will pay Innisfree a fee of approximately $100,000 and, if the Trust’s shareholders approve the Merger Proposal, a success fee of an additional $100,000. Ready Capital appointed Computershare Inc. and its affiliate Computershare Trust Company, N.A., its existing transfer agent. Transfer Online, Inc. is the transfer agent for UDF IV shares.
Ready Capital Corporation (NYSE:RC) completed the acquisition of United Development Funding IV from NexPoint Real Estate Opportunities, LLC and others on March 13, 2025.