UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date Earliest Event
reported): December 10, 2020
READY CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Maryland
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001-35808
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90-0729143
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification
No.)
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1251
Avenue of the Americas, 50th
Floor
New York, NY
10020
(212) 257-4600
(Address,
including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
x
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant
to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.0001 par value
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RC
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New York Stock Exchange
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7.00% Convertible Senior Notes due 2023
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RCA
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New York Stock Exchange
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6.50% Senior Notes due 2021
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RCP
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New York Stock Exchange
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6.20% Senior Notes due 2026
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RCB
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01. Regulation FD Disclosure.
On December 10, 2020, Ready Capital
Corporation (“Ready Capital”) made available a Questions and Answers (“Q&A”) document related to its
previously announced proposed merger (the “Merger”) with Anworth Mortgage Asset Corporation (“Anworth”).
A copy of the Q&A is furnished 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 Securities Act of 1933, as amended
(the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regardless
of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
The information in Item 7.01 above is incorporated herein by
reference in this Item 8.01.
Item 9.01. Financial Statements and Exhibits.
ADDITIONAL INFORMATION ABOUT THE MERGER
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 Ready Capital and Anworth. Ready Capital and Anworth also expect to
file with the SEC other documents regarding the Merger. The Merger will be submitted to the stockholders of Ready Capital and Anworth
for their consideration. The definitive joint proxy statement/prospectus will be sent to the stockholders of Ready Capital and
Anworth,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 Ready Capital or Anworth may file with the SEC or send to their stockholders in connection with the Merger.
STOCKHOLDERS OF READY CAPITAL AND ANWORTH 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 READY CAPITAL, ANWORTH, THE PROPOSED MERGER, AND RELATED MATTERS. Stockholders of Ready Capital and Anworth 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 Ready Capital or Anworth (when they become available) at the SEC’s website at http://www.sec.gov.
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.
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.
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 SOLICITATION RELATING TO THE MERGER
Ready Capital, Anworth, and their respective directors and executive
officers, and certain other affiliates of Ready Capital or Anworth may be deemed to be “participants” in the solicitation
of proxies from the stockholders of Ready Capital and Anworth in connection with the proposed Merger. 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. 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. 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 Exchange Act,
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. 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 Ready
Capital may not approve the issuance of Ready Capital common stock in connection with the Merger; the possibility that stockholders
of Anworth may not approve the Merger Agreement; 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 Ready Capital or Anworth; the risk that the Merger and its announcement could have an adverse effect on the operating
results and businesses of Ready Capital and Anworth 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 Ready
Capital and Anworth; 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 Ready Capital or Anworth. All such factors are difficult
to predict, including 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, and 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. 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. Ready Capital undertakes no obligation to update these forward-looking statements to reflect
subsequent events or circumstances, except as required by applicable law.
Signatures
Pursuant to the requirements of the Exchange
Act, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.
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READY CAPITAL CORPORATION
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Date: December 10, 2020
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By:
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/s/ Andrew Ahlborn
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Name:
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Andrew Ahlborn
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Title:
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Chief Financial Officer
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Anworth Mortgage Asset (NYSE:ANH-C)
과거 데이터 주식 차트
부터 8월(8) 2024 으로 9월(9) 2024
Anworth Mortgage Asset (NYSE:ANH-C)
과거 데이터 주식 차트
부터 9월(9) 2023 으로 9월(9) 2024