Item 7.01 Regulation FD Disclosure.
On March 4, 2021, Anworth Mortgage Asset Corporation ("Anworth") issued a press
release (the "Press Release") announcing that the closing date of the Merger
(defined below) is expected to be March 19, 2021. As previously announced, on
December 6, 2020, Anworth entered into an Agreement and Plan of Merger with
Ready Capital Corporation, a Maryland corporation ("Ready Capital"), and RC
Merger Subsidiary, LLC, a Delaware limited liability company and a wholly owned
subsidiary of Ready Capital ("Merger Sub"), 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"). Completion of the proposed Merger is subject to the satisfaction of
certain customary conditions, and is subject to the approval of the stockholders
of both Anworth and Ready Capital at respective special meetings of stockholders
to be held on March 17, 2021. Anworth cannot provide any assurance that the
proposed Merger will close in a timely manner or at all.
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.
The information in this Item 7.01 of Form 8-K (including Exhibit 99.1) shall not
be deemed to be "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (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 of 1933,
as amended (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.
As discussed therein, the Press Release contains forward-looking statements
within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act 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 statements.
Item 9.01 Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
Exhibit 99.1 Press Release, dated March 4, 2021
Important Additional Information about the Proposed Merger and Where to Find It
In connection with the proposed 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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