Ready Capital CorpRC
Ready Capital Corp Debt Disclosure
Note 10. Secured Borrowings
Note 11. Senior Secured Notes and Corporate Debt, net
The table below presents certain characteristics of secured borrowings.
Pledged Assets | Carrying Value December 31, | |||||||||
Lenders (1) | Asset Class | Current Maturity (2) | Pricing (3) | Facility Size | Carrying Value | 2024 | 2023 | |||
3 | SBA loans | March 2025-November 2025 | SOFR + 2.84% Prime - 0.82% | $285,000 | $315,507 | $250,601 | $117,115 | |||
1 | LMM loans - USD | February 2026 | SOFR + 1.35% | 80,000 | 36,249 | 35,931 | 20,729 | |||
1 | LMM loans - Non-USD (4) | January 2027 | EURIBOR + 3.00% | 208,312 | 35,936 | 30,513 | 12,079 | |||
Total borrowings under credit facilities and other financing agreements | $573,312 | $387,692 | $317,045 | $149,923 | ||||||
9 | LMM loans | March 2025 - November 2026 | SOFR + 3.17% | 3,806,000 | 2,245,847 | 1,482,085 | 1,677,885 | |||
1 | LMM loans - Non-USD (4) | Matured | EURIBOR + 3.00% | — | — | — | 45,031 | |||
7 | MBS | January 2025 - June 2025 | 7.59% | 236,046 | 458,346 | 236,046 | 229,236 | |||
Total borrowings under repurchase agreements | $4,042,046 | $2,704,193 | $1,718,131 | $1,952,152 | ||||||
Total secured borrowings | $4,615,358 | $3,091,885 | $2,035,176 | $2,102,075 | ||||||
(1)Represents the total number of facility lenders.
(2)Current maturity does not reflect extension options available beyond original commitment terms.
(3)Asset class pricing is determined using an index rate plus a weighted average spread.
(4)Non-USD denominated credit facilities and repurchase agreements have been converted into USD for purposes of this disclosure.
In the table above, the agreements governing secured borrowings require maintenance of certain financial and debt
covenants. As of both December 31, 2024 and December 31, 2023, certain financing counterparties covenants
calculations were amended to exclude the PPPLF from certain covenant calculations. As of both December 31, 2024 and
December 31, 2023 the Company was in compliance with all debt and financial covenants.
The table below presents the carrying value of collateral pledged with respect to secured borrowings outstanding.
Pledged Assets Carrying Value | |||
(in thousands) | December 31, 2024 | December 31, 2023 | |
Collateral pledged - borrowings under credit facilities and other financing agreements | |||
Loans, held for sale | $36,249 | $43,365 | |
Loans, net | 351,443 | 169,147 | |
Total | $387,692 | $212,512 | |
Collateral pledged - borrowings under repurchase agreements | |||
Loans, net | 2,036,311 | 2,560,725 | |
MBS | 21,729 | 20,770 | |
Retained interest in assets of consolidated VIEs | 436,617 | 356,772 | |
Loans, held for sale | 81,708 | 9,349 | |
Real estate acquired in settlement of loans | 127,828 | 160,455 | |
Total | $2,704,193 | $3,108,071 | |
Total collateral pledged on secured borrowings | $3,091,885 | $3,320,583 | |
Senior secured notes, net
ReadyCap Holdings, LLC (“ReadyCap Holdings”) 4.50% senior secured notes due 2026. On October 20, 2021,
ReadyCap Holdings, an indirect subsidiary of the Company, completed the offer and sale of $350.0 million of its 4.50%
Senior Secured Notes due 2026 (the “Senior Secured Notes”). The Senior Secured Notes are fully and unconditionally
guaranteed by the Company, each direct parent entity of ReadyCap Holdings, and other direct or indirect subsidiaries of
the Company from time to time that is a direct parent entity of Sutherland Asset III, LLC or otherwise pledges collateral
to secure the Senior Secured Notes (collectively, the “SSN Guarantors”).
ReadyCap Holdings’ and the SSN Guarantors’ respective obligations under the Senior Secured Notes are secured by a
perfected first-priority lien on certain capital stock and assets (collectively, the “SSN Collateral”) owned by certain
subsidiaries of the Company.
The Senior Secured Notes are redeemable by ReadyCap Holdings’ following a non-call period, through the payment of
the outstanding principal balance of the Senior Secured Notes plus a “make-whole” or other premium that decreases the
closer the Senior Secured Notes are to maturity. ReadyCap Holdings is required to offer to repurchase the Senior
Secured Notes at 101% of the principal balance of the Senior Secured Notes in the event of a change in control and a
downgrade of the rating on the Senior Secured Notes in connection therewith, as set forth more fully in the note purchase
agreement.
The Senior Secured Notes were issued pursuant to a note purchase agreement, which contains certain customary negative
covenants and requirements relating to the collateral and our company, ReadyCap Holdings, and the SSN Guarantors,
including maintenance of minimum liquidity, minimum tangible net worth, maximum debt to net worth ratio and
limitations on transactions with affiliates.
Ready Term Holdings, LLC (“Ready Term Holdings”) term loan due 2029. On April 12, 2024, Ready Term Holdings,
an indirect subsidiary of the Company, entered into a credit agreement which provides for a delayed draw term loan to
the Company in an aggregate principal amount not to exceed $115.25 million (the “Term Loan”). The Term Loan is fully
and unconditionally guaranteed by the Company and other direct or indirect subsidiaries of the Company from time to
time that pledge collateral to secure the Term Loan (collectively, the “Term Loan Guarantors”).
Ready Term Holdings’ and the Term Loan Guarantors’ respective obligations under the Term Loan are secured by a
perfected first-priority lien on certain capital stock and assets (collectively, the “Term Loan Collateral”) owned by
certain subsidiaries of the Company.
The Term Loan matures on April 12, 2029, and may be drawn at any time on or prior to January 12, 2025, subject to the
satisfaction of customary conditions. The Company borrowed $75.0 million in connection with the initial closing of the
Term Loan. On August 19, 2024, the Company borrowed an additional $20.0 million. The Term Loan bears interest on
the outstanding principal amount thereof at a rate equal to (a) SOFR plus 5.50% per annum or (b) base rate plus 4.50%
per annum; provided that if at any time the Term Loan is rated below investment grade, the interest rate shall increase to
(x) SOFR plus 6.50% per annum or (y) base rate plus 5.50% per annum until the rating is no longer below investment
grade. In connection with the entry into the credit agreement, the Company also agreed to pay certain upfront fees on the
initial borrowing date. The Company will also pay, with respect to any unused portion of the Term Loan, a commitment
fee of 1.00% per annum.
The Term Loan was issued pursuant to a credit agreement, which contains certain customary representations and
warranties and affirmative and negative covenants and requirements relating to the collateral and our Company, Ready
Term Holdings, and the Term Loan Guarantors, including maintenance of a minimum asset coverage ratio.
As of December 31, 2024, the Company was in compliance with all covenants with respect to the Senior Secured Notes
and the Term Loan.
Corporate debt, net
The Company issues senior unsecured notes in public and private transactions. The notes are governed by a base
indenture and supplemental indentures. Often, the notes are redeemable by us following a non-call period, through the
payment of the outstanding principal balance plus a “make-whole” or other premium that typically decreases the closer
the notes are to maturity. The Company often is required to offer to repurchase the notes, in some cases at 101% of the
principal balance of the notes, in the event of a change in control or fundamental change pertaining to our company, as
defined in the applicable supplemental indentures. The notes rank equal in right of payment to any of its existing and
future unsecured and unsubordinated indebtedness; effectively junior in right of payment to any of its existing and future
secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all
existing and future indebtedness, other liabilities (including trade payables) and (to the extent not held by us) preferred
stock, if any, of our subsidiaries. The supplemental indentures governing the notes often contain customary negative
covenants and financial covenants relating to maintenance of minimum liquidity, minimum tangible net worth,
maximum debt to net worth ratio and limitations on transactions with affiliates.
In addition, in connection with the Broadmark Merger, RCC Merger Sub, a wholly owned subsidiary of the operating
partnership, assumed Broadmark’s obligations on certain senior unsecured notes. The note purchase agreement
governing these notes contains financial covenants that require compliance with leverage and coverage ratios and
maintenance of minimum tangible net worth, as well as other customary affirmative and negative covenants.
As of December 31, 2024, the Company was in compliance with all covenants with respect to its Corporate debt.
The Debt ATM Agreement
On May 20, 2021, the Company entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B.
Riley Securities, Inc. (the “Agent”), pursuant to which it may offer and sell, from time to time, up to $100.0 million of
the 6.20% 2026 Notes and the 5.75% 2026 Notes. Sales of the 6.20% 2026 Notes and the 5.75% 2026 Notes pursuant to
the Sales Agreement, if any, may be made in transactions that are deemed to be “at the market offerings” as defined in
Rule 415 under the Securities Act (the “Debt ATM Program”). The Agent is not required to sell any specific number of
the notes, but the Agent will make all sales using commercially reasonable efforts consistent with its normal trading and
sales practices on mutually agreed terms between the Agent and the Company. No such sales through the Debt ATM
Program were made during the years ended December 31, 2024 or December 31, 2023, respectively.
The table below presents information about senior secured notes and corporate debt issued through public and private
transactions.
(in thousands) | Coupon Rate | Maturity Date | December 31, 2024 | ||
Senior secured notes principal amount(1) | 4.50% | 10/20/2026 | $350,000 | ||
Term loan principal amount(2) | SOFR + 5.50% | 4/12/2029 | 95,000 | ||
Unamortized discount - Senior secured notes | (2,456) | ||||
Unamortized deferred financing costs - Term loan | (4,697) | ||||
Total senior secured notes, net | $437,847 | ||||
Corporate debt principal amount(3) | 5.50% | 12/30/2028 | 110,000 | ||
Corporate debt principal amount(4) | 6.20% | 7/30/2026 | 104,614 | ||
Corporate debt principal amount(4) | 5.75% | 2/15/2026 | 206,270 | ||
Corporate debt principal amount(5) | 6.125% | 4/30/2025 | 120,000 | ||
Corporate debt principal amount(6) | 7.375% | 7/31/2027 | 100,000 | ||
Corporate debt principal amount(7) | 5.00% | 11/15/2026 | 100,000 | ||
Corporate debt principal amount(8) | 9.00% | 12/15/2029 | 130,000 | ||
Unamortized discount - corporate debt | (8,318) | ||||
Unamortized deferred financing costs - corporate debt | (3,551) | ||||
Junior subordinated notes principal amount(9) | SOFR + 3.10% | 3/30/2035 | 15,000 | ||
Junior subordinated notes principal amount(10) | SOFR + 3.10% | 4/30/2035 | 21,250 | ||
Total corporate debt, net | $895,265 | ||||
Total carrying amount of debt | $1,333,112 |
(1)Interest on the senior secured notes is payable semiannually on April 20 and October 20 of each year.
(2)Interest on the term loan is payable quarterly on January 12, April 12, July 12 and October 12 of each year.
(3)Interest on the corporate debt is payable semiannually on June 30 and December 30 of each year.
(4)Interest on the corporate debt is payable quarterly on January 30, April 30, July 30, and October 30 of each year.
(5)Interest on the corporate debt is payable semiannually on April 30 and October 30 of each year.
(6)Interest on the corporate debt is payable semiannually on January 31 and July 31 of each year.
(7)Interest on the corporate debt is payable semiannually on May 15 and November 15 of each year; assumed as part of the Broadmark Merger.
(8)Interest on the corporate debt is payable quarterly on March 15, June 15, September 15, and December 15 of each year.
(9)Interest on the Junior subordinated notes I-A is payable quarterly on March 30, June 30, September 30, and December 30 of each year.
(10) Interest on the Junior subordinated notes I-B is payable quarterly on January 30, April 30, July 30, and October 30 of each year.
The table below presents the contractual maturities for senior secured notes and corporate debt.
(in thousands) | December 31, 2024 |
2025 | $120,000 |
2026 | 760,884 |
2027 | 100,000 |
2028 | 110,000 |
2029 | 225,000 |
Thereafter | 36,250 |
Total contractual amounts | $1,352,134 |
Unamortized deferred financing costs, discounts, and premiums, net | (19,022) |
Total carrying amount of debt | $1,333,112 |
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2024 | Mar 3, 2025 | Showing above |
| 2023 | Feb 28, 2024 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.