Item 8.01. Other Events.
On February 26, 2021, Anworth Mortgage Asset Corporation ("Anworth") issued a
press release (the "Press Release") announcing that its board of directors has
declared a dividend of $0.04 per share on Anworth's common stock. The common
stock dividend is payable on March 18, 2021 to common stockholders of record as
of the close of business on March 15, 2021. A copy of the Press Release is
filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
As discussed therein, the Press Release contains forward-looking statements
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act"), and the Securities Exchange Act of 1934, as amended, and, as such, may
involve known and unknown risks, uncertainties and assumptions. These
forward-looking statements relate to Anworth's current expectations and are
subject to the limitations and qualifications set forth in the Press Release as
well as in Anworth's other documents filed with the U.S. Securities and Exchange
Commission (the "SEC"), including, without limitation, that actual events and/or
results may differ materially from those projected in such forward-looking
Item 9.01 Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
Press release, dated February 26, 2021, announcing common stock
Important Additional Information about the Proposed Merger and Where to Find It
In connection with the proposed merger transaction contemplated by the Agreement
and Plan of Merger, dated as of December 6, 2020, by and among Ready Capital
Corporation, a Maryland corporation ("Ready Capital"), RC Merger Subsidiary,
LLC, a Delaware limited liability company and a wholly owned subsidiary of Ready
Capital ("Merger Sub"), and Anworth, pursuant to which, subject to the terms and
conditions therein, Anworth will be merged with and into Merger Sub, with Merger
Sub continuing as the surviving company (such, transaction, the "Merger"), Ready
Capital has filed with the SEC a registration statement on Form S-4 (File No.
333-251863), which was declared effective by the SEC on February 9, 2021. The
registration statement includes a prospectus of Ready Capital and a joint proxy
statement of Anworth and Ready Capital. Anworth and Ready Capital also expect
to file with the SEC other documents regarding the Merger.
STOCKHOLDERS OF ANWORTH AND READY CAPITAL ARE ADVISED TO READ THE REGISTRATION
STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL OTHER RELEVANT
DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY
AMENDMENTS AND SUPPLEMENTS TO THESE DOCUMENTS) CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT ANWORTH, READY CAPITAL, THE
PROPOSED MERGER, AND RELATED MATTERS. Stockholders of Anworth and Ready Capital
may obtain free copies of the registration statement, the joint proxy
statement/prospectus, and all other documents filed or that will be filed with
the SEC by Anworth or Ready Capital at the SEC's website at http://www.sec.gov.
Copies of documents filed with the SEC by Anworth are available free of charge
on Anworth's website at http://www.anworth.com, or by directing a request to its
Investor Relations, Attention: John T. Hillman at (310) 255-4438; email:
email@example.com. Copies of documents filed with the SEC by Ready Capital
are available free of charge on Ready Capital's website at
http://www.readycapital.com, or by directing a request to its Investor Relations
at (212) 257-4666; email: InvestorRelations@readycapital.com.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made, except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act, or an
Participants in the Solicitation Relating to the Merger
Anworth, its directors and executive officers, and certain other affiliates of
Anworth may be deemed to be "participants" in the solicitation of proxies from
the stockholders of Anworth in connection with the proposed Merger. Information
regarding Anworth, its directors and executive officers and their respective
ownership of common stock of Anworth, and the respective interests of such
participants in the Merger can be found in the joint proxy statement/prospectus
for Anworth's special meeting of stockholders, filed by Anworth with the SEC on
February 9, 2021. A free copy of the joint proxy statement/prospectus may be
obtained from the sources described above.
Ready Capital and its directors and executive officers may also be deemed to be
participants in the solicitation of proxies from the stockholders of Anworth in
connection with the proposed Merger. A list of the names of such directors and
executive officers and information regarding their interests in the proposed
Merger are included in the joint proxy statement/prospectus for the proposed
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