Ready Capital Corporation and Anworth Mortgage Asset Corporation Announce Completion of Merger
19 März 2021 - 9:15PM
Business Wire
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.
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Investor Relations Ready Capital Corporation 212-257-4666
InvestorRelations@readycapital.com
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