Ready Capital Corporation announced that its board of directors declared a prorated dividend of $0.30 per share of common stock and operating partnership unit (the “Prorated Dividend”). The Prorated Dividend is payable on March 18, 2021 to common stockholders and operating partnership unitholders of record as of the close of business on March 15, 2021. The Prorated Dividend was declared by the board of directors in accordance with the Agreement and Plan of Merger, dated as of December 6, 2020 (the “Merger Agreement”), by and among Ready Capital, RC Merger Subsidiary, LLC and Anworth Mortgage Asset Corporation (“Anworth”) relating to the previously announced merger of Ready Capital and Anworth. Pursuant to the terms of the Merger Agreement, the Prorated Dividend was calculated by multiplying Ready Capital’s fourth quarter dividend of $0.35 per share of common stock and operating partnership unit by the number of days elapsed since December 31, 2020 through March 18, 2021 (the day prior to the expected closing date of the merger), and divided by the number of days in the first quarter. The board of directors of Ready Capital may consider declaring an additional first quarter dividend to cover the period from March 19, 2021 through March 31, 2021 or to distribute amounts in excess of what is contractually required under the Merger Agreement.
Additional Information About the Proposed Merger
In connection with the proposed transaction contemplated by the Merger Agreement, 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”), Ready Capital has filed with the SEC a registration statement on Form S-4 (File No. 333-251863), which was declared effective by the SEC on February 9, 2021. The registration statement includes 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.
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 of 1933, as amended (the “Securities Act”).
Participants in Solicitation Relating to the Merger
Ready Capital, its directors and executive officers, and certain other affiliates of Ready Capital may be deemed to be “participants” in the solicitation of proxies from the stockholders of Ready Capital in connection with the proposed Merger. Information regarding Ready Capital, its directors and executive officers and their respective ownership of common stock of Ready Capital, and the respective interests of such participants in the Merger can be found in the joint proxy statement/prospectus for Ready Capital’s special meeting of stockholders, filed by Ready Capital with the SEC on February 9, 2021. A free copy of the joint proxy statement/prospectus may be obtained from the sources described above.
Anworth and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of Ready Capital in connection with the proposed Merger. A list of the names of such directors and executive officers and information regarding their interests in the proposed Merger are included in the joint proxy statement/prospectus for the proposed Merger.
About Ready Capital Corporation
Ready Capital Corporation 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.
About Anworth Mortgage Asset Corporation
Anworth Mortgage Asset Corporation is an externally-managed mortgage real estate investment trust (“REIT”). Anworth invests primarily in mortgage-backed securities that are either rated “investment grade” or are guaranteed by federally sponsored enterprises, such as Fannie Mae or Freddie Mac. Anworth seeks to generate income for distribution to its shareholders primarily based on the difference between the yield on its mortgage assets and the cost of its borrowings. Anworth is managed by Anworth Management LLC (the “Manager”), pursuant to a management agreement. The Manager is subject to the supervision and direction of Anworth’s Board and is responsible for (i) the selection, purchase, and sale of Anworth’s investment portfolio; (ii) Anworth’s financing and hedging activities; and (iii) providing Anworth with portfolio management, administrative, and other services relating to its assets and operations as may be appropriate. Anworth Mortgage Asset Corporation is a component of the Russell 2000® Index.
Ready Capital Corporation