8-K

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

August 4, 2016

Date of Report (Date of earliest event reported)

ANWORTH MORTGAGE ASSET CORPORATION.

(Exact Name of Registrant as Specified in its Charter)

Maryland	001-13709	52-2059785
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1299 Ocean Avenue, Second Floor, Santa Monica, California	90401
(Address of Principal Executive Offices)	(Zip Code)

(310) 255-4493

(Registrant’s Telephone Number, Including Area Code)

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On August 4, 2016, Anworth Mortgage Asset Corporation (the “Company”) filed a prospectus supplement, dated August 4, 2016, with the U.S. Securities Exchange Commission (the “Commission”) pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering and sale by the Company of up to $196,725,000 maximum aggregate offering price of shares of the Company’s (i) common stock, par value $0.01 per share, (ii) 6.25% Series B Cumulative Convertible Preferred Stock, par value $0.01 per share with a liquidation preference of $25.00 per share, and (iii) 7.625% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share with a liquidation preference of $25.00 per share (collectively the “Offered Stock”). The Prospectus Supplement supplements the base prospectus included in the Company’s Registration Statement on Form S-3 (File No. 333-210567) (the “Registration Statement”), filed by the Company with the Commission under the Securities Act, and declared effective by the Commission on April 13, 2016.

A copy of the opinion of Greenberg Traurig, LLP with respect to the validity of the Offered Stock is attached as Exhibit 5.1 to this Current Report on Form 8-K. A copy of the opinion of Greenberg Traurig, LLP regarding certain tax matters is attached as Exhibit 8.1 to this Current Report on Form 8-K. This Current Report on Form 8-K is being filed for the purpose of filing Exhibits 5.1, 8.1, 23.1 and 23.2 as exhibits to the Registration Statement, and such exhibits are hereby incorporated by reference into the Registration Statement.

Item 9.01 Financial Statements and Exhibits.

(a) Not Applicable.

(b) Not Applicable.

(c) Not Applicable.

(d) Exhibits.

Exhibit #	Description
5.1	Opinion of Greenberg Traurig, LLP regarding the validity of the Offered Stock
8.1	Opinion of Greenberg Traurig, LLP regarding certain tax matters
23.1	Consent of Greenberg Traurig, LLP (included within the opinion filed as Exhibit 5.1)
23.2	Consent of Greenberg Traurig, LLP (included within the opinion filed as Exhibit 8.1)

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	ANWORTH MORTGAGE ASSET CORPORATION
Date: August 4, 2016	By:	/s/ Lloyd McAdams
		Chief Executive Officer

EXHIBIT INDEX

Exhibit #	Description
5.1	Opinion of Greenberg Traurig, LLP regarding the validity of the Offered Stock
8.1	Opinion of Greenberg Traurig, LLP regarding certain tax matters
23.1	Consent of Greenberg Traurig, LLP (included within the opinion filed as Exhibit 5.1)
23.2	Consent of Greenberg Traurig, LLP (included within the opinion filed as Exhibit 8.1)

EX-5.1

Exhibit 5.1

August 4, 2016

Anworth Mortgage Asset Corporation

1299 Ocean Avenue, Second Floor

Santa Monica, California 90401

Re:       Offering of Common Stock, Series B Preferred Stock, and Series C Preferred Stock

Ladies and Gentlemen:

We have acted as special counsel to Anworth Mortgage Asset Corporation, a Maryland corporation (the “Company”), and have been requested to render this opinion letter in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s Registration Statement on Form S-3 (Registration No. 333-210567) (the “Registration Statement”), as filed with the U.S. Securities and Exchange Commission (the “Commission”), and declared effective by the Commission on April 13, 2016, of the offering and sale by the Company of up to $196,725,000 maximum aggregate offering price of shares of the Company’s (i) common stock, par value $0.01 per share (“Common Stock”), (ii) 6.25% Series B Cumulative Convertible Preferred Stock, par value $0.01 per share with a liquidation preference of $25.00 per share (“Series B Preferred Stock”), and (iii) 7.625% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share with a liquidation preference of $25.00 per share (“Series C Preferred Stock,” and collectively with the Common Stock and the Series B Preferred Stock, the “Offered Shares”), pursuant to the At Market Issuance Sales Agreement, dated March 3, 2015 (the “Sales Agreement”), among the Company, Anworth Management LLC, a Delaware limited liability company, and MLV & Co. LLC. Shares of the Series B Preferred Stock and shares of the Series C Preferred Stock are convertible in certain circumstances into shares of Common Stock. This opinion letter is being delivered at your request in connection with the filing by the Company with the Commission of a Current Report on Form 8-K on the date hereof (the “8-K”), and supplements the opinion letter of DLA Piper LLP (US), dated April 1, 2016, previously filed as Exhibit 5.1 to the Registration Statement. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Sales Agreement.

In rendering the opinions expressed below, we have examined and relied upon originals (or copies certified or otherwise identified to our satisfaction) of (i) the Amended Articles of Incorporation of the Company, as amended (the “Amended Articles of Incorporation”), (ii) the Bylaws of the Company, as amended, (iii) the Sales Agreement, (iv) the Registration Statement, (v) the base prospectus included in the Registration Statement at the time it was declared effective (the “Base Prospectus”), (vi) the prospectus supplement, filed by the Company with the Commission on August 4, 2016, pursuant to Rule 424(b)(5) under the Securities Act (the “Prospectus Supplement,” and together with the Base Prospectus, the “Prospectus”), (vii) resolutions of the Board of Directors of the Company relating to the authorization and issuance of the Offered Shares, the reservation of the shares of Common Stock issuable upon conversion of the Series B Preferred Stock and the Series C Preferred Stock (the “Conversion Shares”), and the authorization and approval of the Sales Agreement and the transactions contemplated thereby, certified by officers of the Company (the “Resolutions”), (viii) certificates of officers of the Company, (ix) certificates of public officials, (x) such other corporate documents, records, agreements and instruments of the Company, and (xi) such other documents, records, agreements, instruments and certificates, and have examined such questions of law and have satisfied ourselves as to such matters of fact, as we have deemed relevant and necessary as a basis for the opinions set forth herein. In our examination, we have assumed, without

independent investigation, the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all natural persons who have executed any of the documents reviewed by us, and the conformity with the original documents of any copies thereof submitted to us for our examination. In addition, we have relied, to the extent that we deem such reliance proper, upon such certificates and/or statements of public officials and of officers of the Company with respect to the accuracy of material factual matters contained therein which were not independently established. In making our examination of documents executed by parties other than the Company, we have assumed that such other parties had the power, corporate or other, to enter into and perform all their obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such other parties of such documents, and the validity and binding effect thereof. We further assume that the amount, terms, sale, and issuance of the Offered Shares to be offered from time to time by the Company pursuant to the Sales Agreement will be authorized and determined at the time of issuance by proper corporate action of the Company (each, a “Corporate Action”), as authorized by the Resolutions.

Based upon the foregoing, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that:

1. When an issuance of Offered Shares has been duly authorized by all necessary Corporate Action, upon issuance, delivery and payment therefor in accordance with the terms of the Sales Agreement, pursuant to one or more Placement Notices delivered in accordance with the Sales Agreement, and in the manner contemplated by the Prospectus and such Corporate Action, such Shares will be validly issued, fully paid and nonassessable.

2. The Conversion Shares have been duly authorized and validly reserved for issuance and, when issued and delivered in accordance with the terms of the Amended Articles of Incorporation upon conversion of the Series B Preferred Stock and/or the Series C Preferred Stock, will be validly issued, fully paid and non-assessable.

The foregoing opinions are subject to (i) the effect of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors, (ii) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which a proceeding is brought, (iii) our assumption that the issuance by the Company of the Offered Shares and the Conversion Shares, respectively, will not cause any person to violate any of the provisions of the Amended Articles of Incorporation relating to ownership limitations, and that the Company will not issue any shares of capital stock other than the Offered Shares and the Conversion Shares, and (iv) our assumption that neither the sale and issuance of the Offered Shares, nor the issuance of the Conversion Shares, will not exceed (a) the respective authorized number of shares of capital stock of the Company set forth in the Amended Articles of Incorporation, and (b) the issuable amount of Offered Shares and Conversion Shares authorized by the Resolutions. In addition, the foregoing opinions are limited to the laws of the State of Maryland, and we do not express any opinion herein with respect to the laws of any other jurisdiction. Furthermore, we express no opinion as to matters relating to compliance with any federal or state antifraud laws, any securities or blue sky laws of any jurisdiction, or any other rules or regulations relating to securities.

This opinion letter is rendered as of the date hereof, and we do not undertake any obligation to advise you of any changes in our opinions expressed herein resulting from matters that may arise after the date hereof or that may hereinafter come to our attention. We express no opinions other than as expressly set forth herein, and no opinion may be inferred or implied beyond that expressly stated herein.

We hereby consent (i) to the filing of this opinion letter as Exhibit 5.1 to the 8-K and to the Registration Statement, and (ii) to the reference to our firm appearing under the captions “Legal Matters” in the Base Prospectus and the Prospectus Supplement. In giving such consent, we do not thereby admit that we are a party whose consent is required to be filed with the Registration Statement under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Sincerely,

/s/ Greenberg Traurig, LLP

Greenberg Traurig, LLP

EX-8.1

Exhibit 8.1

August 4, 2016

Anworth Mortgage Asset Corporation

1299 Ocean Avenue, Second Floor

Santa Monica, California 90401

Re:       Tax Opinion

Ladies and Gentlemen:

We have acted as special tax counsel to Anworth Mortgage Asset Corporation, a Maryland corporation (the “Company”). You have requested our opinion regarding certain United States federal income tax matters, as described below, in connection with the offering and sale from time to time by the Company of shares of the Company’s (i) common stock, par value $0.01 per share, (ii) 6.25% Series B Cumulative convertible Preferred Stock, par value $0.01 per share with a liquidation preference of $25 per share, and (iii) 7.625% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share with a liquidation preference of $25.00 per share, pursuant to the Prospectus (as defined below). This opinion letter is being provided at your request in connection with the filing by the Company with the U.S. Securities and Exchange Commission (the “Commission”) of a Current Report on Form 8-K on the date hereof (the “8-K”), and supplements our opinion letter, dated April 1, 2016, previously filed as Exhibit 8.1 to the Registration Statement (as defined below).

The opinions set forth in this letter are based, in part, on the Internal Revenue Code of 1986, as amended (the “Code”), the Treasury Regulations thereunder (including proposed and temporary Treasury Regulations) and interpretations of the foregoing as expressed in court decisions, applicable legislative history and the administrative rulings and practices of the Internal Revenue Service (the “IRS”), including its practices and policies in issuing private letter rulings, which are not binding on the IRS except with respect to a taxpayer that receives such a ruling, all as of the date hereof. These provisions and interpretations are subject to change by the IRS, Congress and the courts (as applicable), which may or may not be retroactive in effect and that might result in material modifications of our opinions expressed in this letter. Our opinions do not foreclose the possibility of a contrary determination by the IRS or a court of competent jurisdiction, or of a contrary position that may be taken by the IRS or the Treasury Department in regulations or rulings issued in the future. In this regard, an opinion of counsel with respect to an issue represents counsel’s best professional judgment as to the outcome on the merits if such issue were to be litigated, but an opinion is not binding on the IRS or the courts and is not a guarantee that the IRS will not assert a contrary position with respect to such issue, or that a court will not sustain such a position if asserted by the IRS.

In rendering our opinions, we have examined and relied upon such statutes, regulations, records, agreements, certificates and other documents as we have considered necessary or appropriate as a basis for the opinions, including, but not limited to:

(i) the Company’s Registration Statement on Form S-3 (File No. 333-210567) (the “Registration Statement”), as filed with the Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and declared effective by the Commission on April 13, 2016;

(ii) the Company’s base Prospectus, dated April 13, 2016, included in the Registration Statement (the “Base Prospectus”);

(iii) the Company’s Prospectus Supplement, dated August 4, 2016, filed by the Company with the Commission pursuant to Rule 424(b)(5) under the Securities Act (the “Prospectus Supplement,” and together with the Base Prospectus, the “Prospectus”);

(iv) the Amended Articles of Incorporation of the Company, as amended through the date hereof, as filed with the Maryland State Department of Assessments and Taxation (the “Charter”);

(v) certain written representations of the Company contained in a letter to us dated on or about the date hereof, (the “Officers’ Certificate”); and

(vi) such other documents as we have deemed necessary or appropriate for purposes of rendering our opinions.

For purposes of rendering our opinions, we have not made an independent investigation or audit of the facts set forth in such documents, including the Officers’ Certificate, or of the conclusions stated in the Legal Opinions (as defined below). We consequently have relied upon the representations and undertakings as to factual matters as contained in the Officers’ Certificate and upon the opinions contained in the Legal Opinions, and we have assumed that the information presented in such documents or otherwise furnished to us is accurate and complete in all material respects.

In this regard, we have assumed the accuracy of, and with your consent are relying upon, the following: that (A) all of the representations, statements and opinions set forth in the documents that we reviewed, including, without limitation, the Officers’ Certificate and the Legal Opinions (collectively, the “Reviewed Documents”), are true, correct and complete, (B) certain legal opinions dated March 15, 2005, April 11, 2008 and December 28, 2009, in each case issued by a national law firm (the “Legal Opinions”), to the effect that the Company was organized and operated in conformity with the requirements for qualification as a real estate investment trust (“REIT”) under the Code for the Company’s taxable years ended December 31, 1998 through and including its taxable year ended December 31, 2008 (which we assume are accurate and upon which we are relying), (C) all of the Reviewed Documents are original documents, or true and accurate copies of original documents, and have not been subsequently amended, (D) the signatures of each original are genuine and each party who executed the document had proper authority and capacity, (E) any representation or statement on which we are relying is true without regard to any qualification as to knowledge, belief, intent or materiality, (F) each of the Reviewed Documents that constitutes an agreement is valid and binding in accordance with its terms, (G) all of the obligations imposed by or described in the Reviewed Documents, including, without limitation, the obligations imposed under the Charter, have been and will continue to be performed or satisfied in accordance with their terms, (H) the Company at all times has operated and will at all times continue to operate in a manner that will make the representations and opinions contained in the Reviewed Documents true, (I) no action will be taken by the Company after the date hereof that would have the effect of altering the facts upon which our opinions set forth below are based, and (J) the Company at all times qualified as a REIT beginning with its taxable year ended December 31, 1998 through and including its taxable year ended December 31, 2008.

Based upon, subject to and limited by the assumptions and qualifications set forth herein, including those set forth below, we are of the opinion that (i) the Company has been organized and operated in conformity with the requirements for qualification as a REIT for its taxable years ended December 31, 1998 through December 31, 2015 and the Company’s proposed method of operation (as represented in the Registration Statement, the Prospectus and the Officers’ Certificate) will enable it to continue to meet the requirements for qualification as a REIT under the Code; and (ii) the discussion in the Prospectus Supplement and Base Prospectus under the captions “Additional Federal Income Tax Considerations” and “Certain Federal Income Tax Considerations,” respectively, to the extent it constitutes descriptions of legal matters or legal conclusions, is accurate in all material respects.

The Company’s qualification and taxation as a REIT depend upon the Company’s meeting on an ongoing basis (through actual operating results, distribution levels, diversity of share ownership and otherwise) the various qualification tests imposed under the Code. We have relied upon representations of the Company with respect to these matters (including those set forth in the Officers’ Certificate) and will not review the Company’s compliance with these requirements on a continuing basis. Accordingly, no assurance can be given that the actual results of the Company’s operations, the sources of its income, the nature of its assets, the level of its distributions to shareholders and the diversity of its share ownership for any given taxable year will satisfy the requirements under the Code for qualification and taxation as a REIT.

The foregoing opinions are limited to the United States federal income tax matters addressed herein and no other opinion is rendered with respect to other federal tax matters or to any issues arising under the tax laws of any other country, or any state or locality. In the event that any of the statements, representations, Legal Opinions, warranties or assumptions upon which we have relied to issue our opinions are incorrect, our opinions might be adversely affected and may not be relied upon. This opinion letter speaks only as of the date hereof. We undertake no obligation to update the opinions expressed herein after the date of this letter.

This opinion letter is furnished to you for your use in connection with the Registration Statement. We hereby consent to the filing of this opinion letter as Exhibit 8.1 to the 8-K and the Registration Statement. We also consent to the references to our name in connection with the material discussed in the Prospectus under the captions “Certain Federal Income Tax Considerations,” “Additional Federal Income Tax Considerations,” and “Legal Matters.” In giving this consent, however, we do not admit thereby that we are an “expert” within the meaning of the Securities Act.

Very truly yours,

/s/ Greenberg Traurig, LLP

GREENBERG TRAURIG, LLP