Anworth Announces Anticipated Closing Date of Merger to Holders of Series B Preferred Stock

Mar 05, 2021

Anworth+Mortgage+Asset+Corporation (NYSE: ANH) announced today that the closing date of the Merger (defined below) is expected to be March 19, 2021 (the “Expected Closing Date”). As previously announced, on December 6, 2020, Anworth entered into an Agreement and Plan of Merger with Ready Capital Corporation, a Maryland corporation (“Ready Capital”), and RC Merger Subsidiary, LLC, a Delaware limited liability company and a wholly owned subsidiary of Ready Capital (“Merger Sub”), pursuant to which, subject to the terms and conditions therein, Anworth will be merged with and into Merger Sub, with Merger Sub continuing as the surviving company (such transaction, the “Merger”). On the Expected Closing Date, among other things, each share of Anworth’s 6.25% Series B Cumulative Convertible Preferred Stock, $0.01 par value per share (the “Series B Preferred Stock”), will be converted into the right to receive one share of a newly designated series of Ready Capital preferred stock, par value $0.0001 per share, which Ready Capital expects will be classified and designated as Ready Capital’s Series C Preferred Stock. Anworth is providing this notice of the Expected Closing Date of the Merger to holders of its Series B Preferred Stock pursuant to Article II, Section 10 of the Articles Supplementary establishing the rights and preferences of the Series B Preferred Stock. Completion of the proposed Merger is subject to the satisfaction of certain customary conditions, and is subject to the approval of the stockholders of both Anworth and Ready Capital at respective special meetings of stockholders to be held on March 17, 2021. Anworth cannot provide any assurance that the proposed Merger will close in a timely manner or at all.

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