NEW YORK, March 19, 2021 /PRNewswire/ -- Ready Capital
Corporation (NYSE: RC) ("Ready Capital" or the "Company") and
Anworth Mortgage Asset Corporation (NYSE: ANH) ("Anworth") jointly
announced today that they have completed the previously announced
merger pursuant to the terms of the Agreement and Plan of Merger,
dated as of December 6, 2020, by and
among Ready Capital, Anworth and RC Merger Subsidiary, LLC, a
Delaware limited liability company
and a wholly owned subsidiary of Ready Capital (the "Merger
Agreement"). As of the closing of trading on March 19, 2021, Anworth ceased to be publicly
traded and its common stock and preferred stock was suspended from
trading on the NYSE. The combined company will conduct business
under the name "Ready Capital Corporation" and will continue to
trade on the New York Stock Exchange under the ticker symbol
"RC."
Each outstanding share of common stock, par value $0.01 per share, of Anworth ("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 from Ready
Capital (i) 0.1688 newly issued shares of common stock, par value
$0.0001 per share, of Ready Capital
(the "Ready Capital Common Stock") plus (ii) $0.61 in cash. No fractional shares of Ready
Capital Common Stock were issued in the merger, and the value of
any fractional interests to which a former holder of Anworth Common
Stock is otherwise entitled will be paid in cash.
Additionally, at the effective time of the merger, (i) each
outstanding share of 8.625% Series A Cumulative Preferred Stock,
par value $0.01 per share, of Anworth
was converted into the right to receive one newly issued share of
newly designated 8.625% Series B Cumulative Preferred Stock, par
value $0.0001 per share, of Ready
Capital, (ii) each outstanding share of 6.25% Series B Cumulative
Convertible Preferred Stock, par value $0.01 per share, of Anworth was converted into
the right to receive one newly issued share of newly designated
6.25% Series C Cumulative Convertible Preferred Stock, par value
$0.0001 per share, of Ready Capital,
and (iii) each outstanding share of 7.625% Series C Cumulative
Redeemable Preferred Stock, par value $0.01 per share, of Anworth was converted into
the right to receive one newly issued share of newly designated
7.625% Series D Cumulative Redeemable Preferred Stock, par value
$0.0001 per share, of Ready
Capital.
Pursuant to the Merger Agreement, the size of Ready Capital's
board of directors was increased by one member upon the closing of
the merger, and Dominique Mielle, an
independent director of Anworth, was appointed to Ready Capital's
board of directors.
"The closing of the merger with Anworth will better position us
to continue to grow and improve operating and cost efficiencies to
establish Ready Capital as an industry-leading mortgage REIT with a
diversified platform," said Thomas
Capasse, Chairman and Chief Executive Officer of Ready
Capital.
Forward-Looking Statements
This press release includes "forward-looking statements," as
such term is defined in Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, and such statements are intended to be covered by the
safe harbor provided by the same. These forward-looking
statements are based on current assumptions, expectations and
beliefs of Ready Capital and are subject to a number of trends and
uncertainties that could cause actual results to differ materially
from those described in the forward-looking statements. Ready
Capital cannot give any assurance that these forward-looking
statements will be accurate. These forward-looking statements
generally can be identified by phrases such as "will," "expects,"
"anticipates," "foresees," "forecasts," "estimates" or other words
or phrases of similar import. It is uncertain whether any of
the events anticipated by the forward-looking statements will
transpire or occur, or if any of them do, what impact they will
have on the results of operations and financial condition of the
combined company. There are a number of risks and
uncertainties, many of which are beyond the parties' control, that
could cause actual results to differ materially from the
forward-looking statements included herein, including, but not
limited to: risks related to disruption of management's attention
from ongoing business operations due to the merger; the risk that
the merger could have an adverse effect on the operating results
and business of the combined companies generally; the outcome of
any legal proceedings relating to the merger; the impact of the
COVID-19 pandemic on the business and operations, financial
condition, results of operations, and liquidity and capital
resources of Ready Capital; conditions in the market for
mortgage-related investments; changes in interest rates; changes in
the yield curve; changes in prepayment rates; the availability and
terms of financing; market conditions; general economic conditions;
the ability to retain key personnel; and legislative and regulatory
changes that could adversely affect the business of Ready Capital.
All such factors are difficult to predict, including those risks
set forth in Ready Capital's Joint Proxy Statement/Prospectus filed
with the SEC on February 9, 2021 and
Ready Capital's and Anworth's annual reports on Form 10-K,
quarterly reports on Form 10-Q, and current reports on Form 8-K
that are available on the SEC's website at http://www.sec.gov. The
forward-looking statements included in this press release are made
only as of the date hereof. Readers are cautioned not to
place undue reliance on these forward-looking statements that speak
only as of the date hereof. Ready Capital undertakes no
obligation to update these forward-looking statements to reflect
subsequent events or circumstances, except as required by
applicable law.
About Ready Capital Corporation
Ready Capital Corporation (NYSE: RC) is a multi-strategy real
estate finance company that originates, acquires, finances and
services small to medium balance commercial loans. Ready Capital
specializes in loans backed by commercial real estate, including
agency multifamily, investor and bridge as well as SBA 7(a)
business loans. Headquartered in New
York, New York, Ready Capital employs over 500 lending
professionals nationwide. The company is externally managed and
advised by Waterfall Asset Management, LLC.
Advisors
Alston & Bird LLP acted as legal advisor and Wells Fargo
Securities, LLC acted as financial advisor to Ready Capital.
Greenberg Traurig, LLP acted as legal advisor and Credit Suisse
Securities (USA) LLC acted as
financial advisor to Anworth.
Contact
Investor Relations
Ready Capital Corporation
212-257-4666
InvestorRelations@readycapital.com
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SOURCE Ready Capital Corporation