Item 2.01 Completion of Acquisition or Disposition of Assets.
On
At the Effective Time, each outstanding share of common stock, par value
Additionally, at the Effective Time, (i) each outstanding share of 8.625% Series
A Cumulative Preferred Stock, par value
Furthermore, at the Effective Time, (i) certain outstanding phantom share awards granted by Anworth under its 2014 Equity Compensation Plan or 2004 Equity Compensation Plan, as amended, became fully vested and then were immediately cancelled in exchange for the right to receive the Per Share Common Merger Consideration, (ii) the remaining outstanding non-vesting phantom share awards granted by Anworth were cancelled without consideration, and (iii) all outstanding dividend equivalent rights granted by Anworth under its 2007 Dividend Equivalent Rights Plan were cancelled, provided, that any accrued amounts which have not yet been paid with respect to any such dividend equivalent rights as of the Effective Time will be paid to the holders thereof as soon as practicable but in no event later than the first payroll date following the Effective Time. . . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth in the Introductory Note and Item 2.01 of this 8-K is incorporated into this Item 3.01 by reference.
In connection with the consummation of the Merger, Anworth notified the NYSE on
the Closing Date that (i) each share of Anworth Common Stock issued and
outstanding immediately prior to the Effective Time was cancelled and converted
into the right to receive 0.1688 newly issued shares of Ready Capital Common
Stock, plus
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note, Item 2.01, Item 3.01, and Item 5.01 of this 8-K is incorporated into this Item 3.03 by reference.
At the Effective Time, pursuant to the Merger Agreement, (i) each outstanding share of Anworth Common Stock was converted into the right to receive the Per Share Common Merger Consideration, (ii) each outstanding phantom share award, granted by Anworth under its 2014 Equity Compensation Plan or 2004 Equity Compensation Plan, as amended, held by an independent director of Anworth, became fully vested and was settled for the Per Share Common Merger Consideration with respect to each share of Anworth Common Stock subject to such award, (iii) each outstanding share of Anworth Series A Preferred Stock was converted into the right to receive one newly issued share of newly designated Ready Capital Series B Preferred Stock, (iv) each outstanding share of Anworth Series B Preferred Stock was converted into the right to receive one newly issued share of newly designated Ready Capital Series C Preferred Stock, and (v) each outstanding share of Anworth Series C Preferred Stock was converted into the right to receive one newly issued share of newly designated Ready Capital Series D Preferred Stock.
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As of the Effective Time, holders of Anworth Common Stock immediately prior to the Effective Time ceased to have any rights as common stockholders of Anworth (other than the right to receive the Per Share Common Merger Consideration from Ready Capital, or as otherwise provided by the Merger Agreement or by law). As of the Effective Time, holders of Anworth Series A Preferred Stock, Anworth Series B Preferred Stock, and Anworth Series C Preferred Stock immediately prior to the Effective Time ceased to have any rights as preferred stockholders of Anworth (other than the right to receive shares of Ready Capital Series B Preferred Stock, Ready Capital Series C Preferred Stock, and Ready Capital Series D Preferred Stock, respectively, or as otherwise provided by the Merger Agreement or by law).
The rights of holders of capital stock of Ready Capital are governed by Ready Capital's Articles of Incorporation, as amended, including the Articles Supplementary thereto, and Ready Capital's Bylaws, as amended. The description of the capital stock of Ready Capital has previously been set forth in the section entitled "Description of Ready Capital Stock" in the Ready Capital S-4 Registration Statement, which section is hereby incorporated into this Item 3.03 by reference.
Item 5.01 Changes in Control of Registrant.
The information set forth in the Introductory Note, Item 2.01 and Item 3.03 of this 8-K is incorporated into this Item 5.01 by reference.
At the Effective Time, pursuant to the Merger Agreement, Anworth merged with and into Merger Sub, with Merger Sub continuing as the surviving company. In connection with the consummation of the Merger, each outstanding share of Anworth Common Stock (other than shares held by Ready Capital or Merger Sub or by any wholly owned subsidiary of Ready Capital, Merger Sub or Anworth, which were automatically cancelled and retired and ceased to exist) was converted into the right to receive the Per Share Common Merger Consideration from Ready Capital.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in the Introductory Note and Item 2.01 of this 8-K is incorporated into this Item 5.02 by reference.
At the Effective Time, and in connection with the Merger, each member of the
board of directors of Anworth ceased to be a director of Anworth. These
directors are
At the Effective Time, each of the officers of Anworth,
Item 7.01 Regulation FD Disclosure.
On the Closing Date,
The information included under this Item 7.01 (including Exhibit 99.1 to this 8-K) shall not be deemed to be "filed" for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
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Item 8.01 Other Events.
In connection with the consummation of the Merger, Anworth terminated its 2018 Dividend Reinvestment and Stock Purchase Plan, effective as of the Closing Date.
Item 9.01 Financial Statements and Exhibits.
(a) Not Applicable. (b) Not Applicable. (c) Not Applicable. (d) Exhibits. Exhibit Agreement and Plan of Merger, dated as ofDecember 6, 2020 , 2.1 by and among Ready Capital, Merger Sub, and Anworth (incorporated by reference to Exhibit 2.1 to Anworth's Current Report on Form 8-K filed onDecember 8, 2020 ). Exhibit Joint Press Release, datedMarch 19, 2021 , announcing the 99.1 * completion of the Merger. Exhibit Cover Page Interactive Data File (embedded within the Inline 104 XBRL document). * Filed herewith. 5
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