Anworth Pronounces Anticipated Merger Closing Date to Holders of Sequence B Most popular Shares
SANTA MONICA, Calif .– (BUSINESS WIRE) –Anworth Mortgage Asset Company (NYSE: ANH) introduced at this time that the cut-off date for the merger (outlined beneath) is predicted to be March 19, 2021 (the “anticipated cut-off date”). As beforehand introduced, on December 6, 2020, Anworth entered into an settlement and plan to merge with Prepared Capital Company, a Maryland company (“Prepared Capital”), and RC Merger Subsidiary, LLC, a Delaware restricted legal responsibility firm owned 100%. a subsidiary of Prepared Capital (“Merger Sub”), beneath which, topic to the phrases and circumstances therein, Anworth can be amalgamated with and into Merger Sub, Merger Sub remaining the surviving firm (such transaction, the “Merger”) . On the scheduled cut-off date, amongst different issues, every share of Anworth 6.25% Cumulative Convertible Most popular Share, Sequence B, with a par worth of $ 0.01 per share (“the popular share of Sequence B ”), can be transformed into the precise to obtain one share of a newly designated sequence of Prepared Capital Most popular Shares, with a par worth of $ 0.0001 per share, which offers that Prepared Capital can be categorised and designated as shares. Most popular Sequence C from Prepared Capital. Anworth is offering this discover of the anticipated merger cut-off date to the holders of its Sequence B Most popular Shares in accordance with Article II, Part 10 of the Supplementary Articles establishing the Rights and Privileges of the Sequence B Most popular Shares. proposed merger is topic to the satisfaction of sure customary circumstances and is topic to the approval of the shareholders of Anworth and Prepared Capital on the respective particular conferences of shareholders to be held on March 17, 2021. Anworth can’t present any assurance that the proposed merger will full on time or under no circumstances.
Vital further details about the proposed merger and the place to search out it
In reference to the proposed merger, Prepared Capital filed with the US Securities and Trade Fee (the “SEC”) a registration assertion on Type S-4 (File No. 333-251863), which was declared efficient by the SEC on February 9, 2021. The registration assertion features a prospectus from Prepared Capital and a joint proxy round from Anworth and Prepared Capital. Shareholders of Anworth and Prepared Capital are suggested to fastidiously learn the Registration Assertion and the Proxy Round / Joint Prospectus (together with all different related paperwork which might be filed or can be filed with the SEC, in addition to all amendments and dietary supplements to those paperwork) and of their entirety, as they include necessary details about Anworth, Prepared Capital, the proposed merger and associated issues. Shareholders of Anworth and Prepared Capital could acquire free copies of the Registration Assertion, Joint Proxy Round / Prospectus and all different paperwork filed or to be filed with the SEC by Anworth or Prepared Capital on the SEC’s web site at: http://www.sec.gov. Copies of paperwork filed with the SEC by Anworth can be found freed from cost on Anworth’s web site at http://www.anworth.com. Copies of the paperwork filed with the SEC by Prepared Capital can be found freed from cost on the Prepared Capital web site at http://www.readycapital.com.
This press launch doesn’t represent a suggestion to promote or the solicitation of a suggestion to purchase any securities, nor any sale of securities in any jurisdiction the place such a suggestion, solicitation or sale can be illegal previous to registration or qualification in beneath the securities legal guidelines of such jurisdiction. No supply of securities could also be made besides via a prospectus assembly the necessities of Part 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Contributors within the merger solicitation
Anworth, its administrators and senior officers and sure different associates of Anworth could also be deemed to be “members” within the solicitation of proxies from Anworth shareholders in reference to the proposed merger. Info relating to Anworth, its administrators and senior officers and their respective possession of Anworth widespread inventory, in addition to the respective pursuits of such merger members will be discovered within the Joint Proxy Round / Prospectus for the Particular Assembly. of Anworth Shareholders, filed by Anworth with the SEC on February 9, 2021. A free copy of the Joint Proxy Round / Prospectus will be obtained from the sources described above.
Prepared Capital and its administrators and senior officers may be thought of members within the solicitation of proxies from Anworth shareholders in reference to the proposed merger. A listing of the names of such administrators and government officers and knowledge relating to their pursuits within the proposed merger is included within the proxy round / joint prospectus for the proposed merger.
About Anworth Mortgage Asset Company
We’re an externally managed Mortgage Actual Property Funding Belief (“REIT”). We make investments primarily in mortgage backed securities which might be rated funding grade or are assured by federally funded firms, comparable to Fannie Mae or Freddie Mac. We search to generate earnings for distribution to our shareholders based totally on the distinction between the return on our mortgage belongings and the price of our borrowing. We’re managed by Anworth Administration LLC (our “Supervisor”) beneath a administration settlement. Our supervisor is topic to the supervision and path of our board and is chargeable for (i) the choice, buy and sale of our funding portfolio; (ii) our financing and hedging actions; and (iii) present us with portfolio administration, administrative and different providers regarding our belongings and operations, as relevant. Our widespread shares commerce on the New York Inventory Trade beneath the image “ANH”. Anworth Mortgage Asset Company is included within the Russell 2000® Index.
About Prepared Capital Company
Prepared Capital Company (NYSE: RC) is a multi-strategy actual property finance firm that creates, acquires, funds and offers small and medium-sized industrial loans. Prepared Capital focuses on back-to-back industrial actual property loans, together with multi-family enterprise, investor and SBA 7 (a) bridging loans. Primarily based in New York, New York, Prepared Capital employs greater than 400 credit score professionals nationwide. Prepared Capital is managed and suggested externally by Waterfall Asset Administration, LLC.
Secure Harbor Declaration beneath the Personal Securities Litigation Reform Act 1995
This press launch could include forward-looking statements throughout the that means of the protected harbor provisions of the Personal Securities Litigation Reform Act of 1995. Ahead-looking statements are primarily based on our present expectations and communicate solely as of the date hereof. Ahead-looking statements, that are primarily based on numerous assumptions (a few of that are past our management) could also be recognized by reference to a number of future intervals or by way of forward-looking terminology, comparable to “could,” “” Consider “,” Count on “,” anticipate “,” assume “,” estimate “,” intend “,” proceed “or different related phrases or variations of those phrases or the adverse of those phrases. Our precise outcomes could differ materially and adversely from these expressed in any forward-looking assertion attributable to numerous components and uncertainties, together with, however not restricted to, adjustments in rates of interest; adjustments out there worth of our mortgage-backed securities; adjustments within the yield curve; the provision of mortgage-backed securities to buy; will increase in prepayment charges on mortgages backing our mortgage-backed securities; our means to make use of borrowings to fund our belongings and, if relevant, the phrases of any funding; the dangers related to investing in mortgage belongings; the scope and period of the COVID-19 (coronavirus) pandemic, together with measures taken by authorities authorities to include the unfold of the virus, and the impression on our enterprise and the economic system normally; adjustments in enterprise circumstances and the overall economic system; implementation or adjustments in authorities rules affecting our enterprise; our means to take care of our qualification as an actual property funding belief for federal earnings tax functions; our means to take care of an exemption from the Funding Firms Act 1940, as amended; dangers related to our dwelling rental enterprise; the chance that the proposed merger won’t be accomplished on time or under no circumstances; the prevalence of any occasion, change or different circumstance which will end result within the termination of the merger settlement; the lack to acquire shareholder approvals relating to the Merger and the issuance of shares therein or the non-compliance with different circumstances for the completion of the Merger; dangers regarding the disruption of administration’s consideration to our ongoing enterprise operations on account of the proposed merger; the impact of the proposed merger announcement on our outcomes of operations and our enterprise usually; and the result of any authorized proceedings regarding the Merger. Our Annual Report on Type 10-Ok, Proxy Round / Joint Prospectus and different paperwork filed with the SEC deal with probably the most vital threat components which will have an effect on our enterprise, outcomes of operations and situation. in addition to the proposed merger, copies of which can be found on the SEC web site at www.sec.gov. We assume no obligation to publicly revise or replace any forward-looking statements for any cause.