As filed with the Securities and Exchange
Commission on March 19, 2021
Registration No. 333-223697
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
Form S-3 Registration Statement
No. 333-223697
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Anworth Mortgage Asset Corporation
(Exact name of Registrant as specified
in its charter)
Maryland
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52-2059785
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification Number)
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1299 Ocean Avenue, Second Floor
Santa Monica, California 90401
(310) 255-4493
(Address, including zip code, and telephone
number, including area code of Registrant’s principal executive offices)
Joseph E. McAdams
Chief Executive Officer and President
1299 Ocean Avenue, Second Floor
Santa Monica, California 90401
(310) 255-4493
(Name, address, including zip code, and
telephone number, including area code of agent for service)
Copies to:
Mark J. Kelson, Esq.
William Wong, Esq.
Greenberg Traurig, LLP
1840 Century Park East, Suite 1900
Los Angeles, CA 90067
(310) 586-3856
Approximate
date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that
were not sold pursuant to this registration statement.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment plans, check the following box. ¨
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities
Act registration number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant
to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General
Instruction 1.D or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under
the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction 1.D. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the Registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging
growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer
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Accelerated filer
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x
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Emerging growth company
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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 7(a)(2)(B) of the Securities Act. ¨
DEREGISTRATION
OF SECURITIES
Anworth Mortgage
Asset Corporation, a Maryland corporation (the “Company”), is filing this post-effective amendment to the Registration
Statement on Form S-3 (File No. 333-223697), filed with the U.S. Securities and Exchange Commission on March 15,
2018 (the “Registration Statement”), to withdraw and deregister any and all shares of common stock, par value $0.01
per share, of the Company (“Common Stock”) that had been registered for sale and issuance under the Registration Statement
and that remain unsold thereunder. Shares of Common Stock were the only securities of the Company registered for sale and issuance
under the Registration Statement.
On December 6,
2020, the Company, 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”), entered into an
Agreement and Plan of Merger, pursuant to which, subject to the terms and conditions therein, the Company merged with and into
Merger Sub, with Merger Sub continuing as the surviving company (such transaction, the “Merger”). Immediately
following the Merger, the surviving company was contributed to Ready Capital’s operating partnership subsidiary, Sutherland
Partners, L.P., a Delaware limited partnership (the “Ready Capital Operating Partnership”), in exchange for units
of limited partnership interests in the Ready Capital Operating Partnership. As a result of the contribution, the surviving company
became a wholly-owned subsidiary of the Ready Capital Operating Partnership.
As a result of
the consummation of the Merger, the Company has terminated all offerings and sales of its securities registered pursuant to its
existing registration statements under the Securities Act of 1933, as amended, including the Registration Statement. In accordance
with the undertakings made by the Company in the Registration Statement to remove from registration, by means of a post-effective
amendment, any of the securities that had been registered for sale and issuance but remain unsold at the termination of the offerings,
the Company hereby removes and withdraws from registration any and all shares of Common Stock registered pursuant to the Registration
Statement that remain unsold as of the date hereof.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Monica, State of California,
on March 19, 2021.
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Anworth Mortgage Asset Corporation
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By:
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/s/ Joseph E. McAdams
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Joseph E. McAdams
Chief Executive Officer and
President
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Note: No other person is required to sign
this Post-Effective Amendment to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as
amended.
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