|
|
Item 9.01
|
Financial Statements and
Exhibits.
|
|
|
Exhibit 104
|
Cover Page Interactive Data File (embedded within
the Inline XBRL document)
|
Important
Additional Information and Where to Find It
In
connection with the proposed Merger, Ready Capital will file with the U.S. Securities and Exchange Commission (the “SEC”)
a registration statement on Form S-4 that will include 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. The Merger
will be submitted to the stockholders of Anworth and Ready Capital for their consideration. The definitive joint proxy statement/prospectus
will be sent to the stockholders of Anworth and Ready Capital, and will contain important information regarding the proposed Merger
and related matters. This Current Report on Form 8-K is not a substitute for the registration statement and joint proxy statement/prospectus
that will be filed with the SEC or any other documents that Anworth or Ready Capital may file with the SEC or send to their respective
stockholders in connection with the Merger. STOCKHOLDERS OF ANWORTH AND READY CAPITAL ARE ADVISED TO READ THE REGISTRATION STATEMENT
AND THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN THEY BECOME AVAILABLE (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 WILL 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 (when they become available) at the
SEC’s website at http://www.sec.gov. Copies of documents filed with the SEC by Anworth are will be made 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: jhillman@anworth.com. Copies of documents filed with the SEC by Ready Capital will be made
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 is for informational purposes only and 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.
Participants
in the Solicitation Relating to the Merger
Anworth,
Ready Capital, and their respective directors and executive officers, and certain other affiliates of Anworth or Ready Capital
may be deemed to be “participants” in the solicitation of proxies from the stockholders of Anworth and Ready Capital
in connection with the proposed Merger. Information regarding Anworth and its directors and executive officers and their ownership
of common stock of Anworth can be found in Anworth’s annual report on Form 10-K for the fiscal year ended December 31,
2019 and in its definitive proxy statement relating to its 2020 annual meeting of stockholders filed with the SEC on March 16,
2020. Information regarding Ready Capital and its directors and executive officers and their ownership of common stock of Ready
Capital can be found in Ready Capital’s annual report on Form 10-K for the fiscal year ended December 31, 2019
and in its definitive proxy statement relating to its 2020 annual meeting of stockholders filed with the SEC on May 14, 2020.
Additional information regarding the interests of such participants in the Merger will be included in the joint proxy statement/prospectus
and other relevant documents relating to the proposed Merger when they are filed with the SEC. Free copies of these documents
may be obtained from the sources described above.
Forward-Looking
Statements
This
Current Report on Form 8-K includes “forward-looking statements,” as such term is defined in Section 27A
of the Securities Act 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 Anworth and 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. Neither Anworth nor Ready Capital can 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. Similarly, statements herein that describe certain plans,
expectations, goals, projections and statements about the proposed Merger, including its financial and operational impact, the
benefits of the Merger, the expected timing of completion of the Merger, and other statements of management’s beliefs, intentions
or goals also are forward-looking statements. 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 companies. 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, the risk that the Merger will not be consummated within the expected time period or at all; the occurrence of any event, change
or other circumstances that could give rise to the termination of the Merger Agreement; the possibility that stockholders of Anworth
may not approve the Merger Agreement; the possibility that stockholders of Ready Capital may not approve the issuance of Ready
Capital common stock in connection with the Merger; the risk that the parties may not be able to satisfy the conditions to the
Merger in a timely manner or at all; risks related to disruption of management’s attention from ongoing business operations
due to the proposed Merger; the risk that any announcements relating to the Merger could have adverse effects on the market price
of common stock of Anworth or Ready Capital; the risk that the Merger and its announcement could have an adverse effect on the
operating results and businesses of Anworth and Ready Capital generally; the outcome of any legal proceedings relating to the
Merger; the ability to successfully integrate the businesses following the Merger; the ability to retain key personnel; the impact
of the COVID-19 pandemic on the business and operations, financial condition, results of operations, and liquidity and capital
resources of Anworth or 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; and legislative and regulatory changes that could adversely affect the business of Anworth or Ready Capital. All such
factors are difficult to predict, including those risks set forth in Anworth’ annual reports on Form 10-K, quarterly
reports on Form 10-Q, and current reports on Form 8-K that are available on its website at http://www.anworth.com and
on the SEC’s website at http://www.sec.gov, and those risks set forth in Ready Capital’s annual reports on Form 10-K,
quarterly reports on Form 10-Q, and current reports on Form 8-K that are available on Ready Capital’s website
at http://www.readycapital.com and on the SEC’s website at http://www.sec.gov. The forward-looking statements included in
this Current Report on Form 8-K 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. Neither Anworth nor Ready Capital undertakes any obligation
to update these forward-looking statements to reflect subsequent events or circumstances, except as required by applicable law.